AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Enterprise Fund
This Amended and Restated SERVICE PLAN AND AGREEMENT (the
"Plan") is dated as of the 25th day of July, 2002, by and
between Xxxxxxxxxxx Enterprise Fund (the "Fund") and
OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written service
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plan for its Class A Shares described in the Fund's
registration statement as of the date this Plan takes
effect, contemplated by and to comply with Rule 2830 of the
Conduct Rules of the National Association of Securities
Dealers, Inc., pursuant to which the Fund will reimburse
the Distributor for a portion of its costs incurred in
connection with the personal service and maintenance of
shareholder accounts (the "Accounts") that hold Class A
Shares (the "Shares") of the Fund. The Fund may be deemed
to be acting as distributor of securities of which it is
the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the
terms of this Plan. The Distributor is authorized under
the Plan to pay "Recipients," as hereinafter defined, for
rendering services and for the maintenance of Accounts.
Such Recipients are intended to have certain rights as
third-party beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following
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terms shall have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank
or other institution which: (i) has rendered services in
connection with the personal service and maintenance of
Accounts; (ii) shall furnish the Distributor (on behalf of
the Fund) with such information as the Distributor shall
reasonably request to answer such questions as may arise
concerning such service; and (iii) has been selected by the
Distributor to receive payments under the Plan.
Notwithstanding the foregoing, a majority of the Fund's
Board of Trustees (the "Board") who are not "interested
persons" (as defined in the 0000 Xxx) and who have no
direct or indirect financial interest in the operation of
this Plan or in any agreements relating to this Plan (the
"Independent Trustees") may remove any broker, dealer, bank
or other institution as a Recipient, whereupon such
entity's rights as a third-party beneficiary hereof shall
terminate.
(b) "Qualified Holdings" shall mean, as to any
Recipient, all Shares owned beneficially or of record by:
(i) such Recipient, or (ii) such brokerage or other
customers, or investment advisory or other clients of such
Recipient and/or accounts as to which such Recipient is a
fiduciary or custodian or co-fiduciary or co-custodian
(collectively, the "Customers"), but in no event shall any
such Shares be deemed owned by more than one Recipient for
purposes of this Plan. In the event that two entities
would otherwise qualify as Recipients as to the same
Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such
Shares for purposes of this Plan.
3. Payments.
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(a) Under the Plan, the Fund will make payments to
the Distributor, within forty-five (45) days of the end of
each calendar quarter, in the amount of the lesser of: (i)
0.25% on an annual basis of the average during the calendar
quarter of the aggregate net asset value of the Shares,
computed as of the close of each business day, or (ii) the
Distributor's actual expenses under the Plan for that
quarter of the type approved by the Board. Notwithstanding
the foregoing, the Fund will not make payments to the
Distributor in excess of the amount the Distributor pays to
Recipients. The Distributor will use such fee received
from the Fund in its entirety to reimburse itself for
payments to Recipients and for its other expenditures and
costs of the type approved by the Board incurred in
connection with the personal service and maintenance of
Accounts including, but not limited to, the services
described in the following paragraph. The Distributor may
make Plan payments to any "affiliated person" (as defined
in the 0000 Xxx) of the Distributor if such affiliated
person qualifies as a Recipient.
The services to be rendered by the Distributor and
Recipients in connection with the personal service and the
maintenance of Accounts may include, but shall not be
limited to, the following: answering routine inquiries from
the Recipient's customers concerning the Fund, providing
such customers with information on their investment in
Shares, assisting in the establishment and maintenance of
accounts or sub-accounts in the Fund, making the Fund's
investment plans and dividend payment options available,
and providing such other information and customer liaison
services and the maintenance of Accounts as the Distributor
or the Fund may reasonably request. It may be presumed
that a Recipient has provided services qualifying for
compensation under the Plan if it has Qualified Holdings of
Shares to entitle it to payments under the Plan. In the
event that either the Distributor or the Board should have
reason to believe that, notwithstanding the level of
Qualified Holdings, a Recipient may not be rendering
appropriate services, then the Distributor, at the request
of the Board, shall require the Recipient to provide a
written report or other information to verify that said
Recipient is providing appropriate services in this
regard. If the Distributor still is not satisfied, it may
take appropriate steps to terminate the Recipient's status
as such under the Plan, whereupon such entity's rights as a
third-party beneficiary hereunder shall terminate.
Payments received by the Distributor from the Fund
under the Plan will not be used to pay any interest
expense, carrying charges or other financial costs, or
allocation of overhead by the Distributor, or for any other
purpose other than for the payments described in this
Section 3. The amount payable to the Distributor each
quarter will be reduced to the extent that reimbursement
payments otherwise permissible under the Plan have not been
authorized by the Board for that quarter. Any unreimbursed
expenses incurred for any quarter by the Distributor may
not be recovered in later periods.
(b) The Distributor shall make payments to any Recipient
quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.25% on an
annual basis of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of
the close of each business day, of Qualified Holdings owned
beneficially or of record by the Recipient or by its
Customers. However, no such payments shall be made to any
Recipient for any such quarter in which its Qualified
Holdings do not equal or exceed, at the end of such
quarter, the minimum amount ("Minimum Qualified Holdings"),
if any, to be set from time to time by a majority of the
Independent Trustees.
Alternatively, the Distributor may, at its sole
option, make the following service fee payments to any
Recipient quarterly, within forty-five (45) days of the end
of each calendar quarter: (A) "Advance Service Fee
Payments" at a rate not to exceed 0.25% of the average
during the calendar quarter of the aggregate net asset
value of Shares, computed as of the close of business on
the day such Shares are sold, constituting Qualified
Holdings, sold by the Recipient during that quarter and
owned beneficially or of record by the Recipient or by its
Customers, plus (B) service fee payments at a rate not to
exceed 0.25% on an annual basis of the average during the
calendar quarter of the aggregate net asset value of
Shares, computed as of the close of each business day,
constituting Qualified Holdings owned beneficially or of
record by the Recipient or by its Customers for a period of
more than one (1) year. At the Distributor's sole option,
Advance Service Fee Payments may be made more often than
quarterly, and sooner than the end of the calendar quarter.
In the event Shares are redeemed less than one year after
the date such Shares were sold, the Recipient is obligated
to and will repay the Distributor on demand a pro rata
portion of such Advance Service Fee Payments, based on the
ratio of the time such Shares were held to one (1) year.
A majority of the Independent Trustees may at any
time or from time to time increase or decrease and
thereafter adjust the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rate
set forth above, and/or increase or decrease the number of
shares constituting Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum
Qualified Holdings and the rate of payments hereunder
applicable to Recipients, and shall provide each Recipient
with written notice within thirty (30) days after any
change in these provisions. Inclusion of such provisions
or a change in such provisions in a revised current
prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to
Recipients: (i) by OppenheimerFunds, Inc. ("OFI") from its
own resources (which may include profits derived from the
advisory fee it receives from the Fund), or (ii) by the
Distributor (a subsidiary of OFI), from its own resources.
4. Selection and Nomination of Trustees. While this
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Plan is in effect, the selection or replacement of
Independent Trustees and the nomination of those persons to
be Trustees of the Fund who are not "interested persons" of
the Fund shall be committed to the discretion of the
Independent Trustees. Nothing herein shall prevent the
Independent Trustees from soliciting the views or the
involvement of others in such selection or nomination if
the final decision on any such selection and nomination is
approved by a majority of the incumbent Independent
Trustees.
5. Reports. While this Plan is in effect, the Treasurer
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of the Fund shall provide at least quarterly a written
report to the Fund's Board for its review, detailing the
amount of all payments made pursuant to this Plan, the
identity of the Recipient of each such payment, and the
purposes for which the payments were made. The report shall
state whether all provisions of Section 3 of this Plan have
been complied with. The Distributor shall annually certify
to the Board the amount of its total expenses incurred that
year with respect to the personal service and maintenance
of Accounts in conjunction with the Board's annual review
of the continuation of the Plan.
6. Related Agreements. Any agreement related to this
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Plan shall be in writing and shall provide that: (i) such
agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Independent
Trustees or by a vote of the holders of a "majority" (as
defined in the 0000 Xxx) of the Fund's outstanding voting
securities of the Class, on not more than sixty days
written notice to any other party to the agreement; (ii)
such agreement shall automatically terminate in the event
of its "assignment" (as defined in the 1940 Act); (iii) it
shall go into effect when approved by a vote of the Board
and its Independent Trustees cast in person at a meeting
called for the purpose of voting on such agreement; and
(iv) it shall, unless terminated as herein provided,
continue in effect from year to year only so long as such
continuance is specifically approved at least annually by
the Board and its Independent Trustees cast in person at a
meeting called for the purpose of voting on such
continuance.
7. Effectiveness, Continuation, Termination and
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Amendment. This Plan has been approved by a vote of the
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Independent Trustees cast in person at a meeting called on
April 11, 2002 for Board I for the purpose of voting on
this Plan. Unless terminated as hereinafter provided, it
shall continue in effect until renewed by the Board in
accordance with the Rule and thereafter from year to year
thereafter or as the Board may otherwise determine only so
long as such continuance is specifically approved at least
annually by the Board and its Independent Trustees by a
vote cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may be terminated at
any time by vote of a majority of the Independent Trustees
or by the vote of the holders of a "majority" (as defined
in the 0000 Xxx) of the Fund's outstanding voting
securities of Class A. This Plan may not be amended to
increase materially the amount of payments to be made
without approval of the Class A Shareholders, in the manner
described above, and all material amendments must be
approved by a vote of the Board and of the Independent
Trustees.
8. Disclaimer of Shareholder and Trustee Liability. The
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Distributor understands that the obligations of the Fund
under this Plan are not binding upon any Trustee or
shareholder of the Fund personally, but bind only the Fund
and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust
of the Fund disclaiming shareholder and Trustee liability
for acts or obligations of the Fund.
Xxxxxxxxxxx Enterprise Fund
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor,
Inc.
By: /s/ Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
Vice President & Secretary
