Exhibit 24(b)(15.3)
SERVICE PLAN AND AGREEMENT
BETWEEN
XXXXXXXXXXX DISCIPLINED VALUE FUND AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS A SHARES
SERVICE PLAN AND AGREEMENT dated the 18th day of March, 1996, by
and between Xxxxxxxxxxx Series Fund, Inc., on behalf of its series,
Xxxxxxxxxxx Disciplined Value Fund (the "Fund"), and
OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written service 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
Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers, pursuant to which the
Fund will reimburse the Distributor for a portion of its costs
incurred in connection with the personal service and the
maintenance of shareholder accounts ("Accounts") that hold Class A
Shares (the "Shares") of such series and class 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 terms shall
have the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
financial 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 Directors (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 Directors") 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 for Distribution Assistance.
(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) .0625%
(.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. 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 charge or other financial costs, or allocation of
overhead of 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 .0625% (.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
Directors. A majority of the Independent Directors 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 such
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 be 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 Directors. While this Plan is in
effect, the selection or replacement of Independent Directors and
the nomination of those persons to be Directors of the Fund who are
not "interested persons" of the Fund shall be committed to the
discretion of the Independent Directors. Nothing herein shall
prevent the Independent Directors 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 Directors.
5. Reports. While this Plan is in effect, the Treasurer 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 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 Directors or by a vote of the holders
of a "majority" (as defined in the 0000 Xxx) of the Fund's
outstanding Shares 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
Directors 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 Directors cast in person at a
meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This
Plan has been approved by a vote of the Independent Directors cast
in person at a meeting called on November 17, 1995 for the purpose
of voting on this Plan, and shall take effect on the date first
noted above. Unless terminated as hereinafter provided, it shall
continue in effect until December 31, 1997 and 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 Directors 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 Directors or by the vote of the holders of a "majority"
(as defined in the 0000 Xxx) of the Fund's outstanding voting
securities of the Class. 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 Directors.
XXXXXXXXXXX SERIES FUND, INC.
on behalf of Xxxxxxxxxxx Disciplined
Value Fund
By: /s/ Xxxxxx X. Xxxxxxx
_____________________
Secretary
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: Xxxxxx X. Xxxxxxx
_________________________
Executive Vice President and
Director
OFDI/376A
