AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Xxxxxxxxxxx Value Fund, a Series of
Xxxxxxxxxxx Series Fund, Inc.
This Amended and Restated Distribution and Service Plan and Agreement (the
"Plan") is dated as of the 26th day of October, 2005, by and between
Xxxxxxxxxxx Value Fund (the "Fund") a series of Xxxxxxxxxxx Series Fund, Inc.
(the "Company") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service plan for
Class B shares of the Fund (the "Shares"), contemplated by Rule 12b-1 as it
may be amended from time to time (the "Rule") under the Investment Company
Act of 1940 (the "1940 Act"), pursuant to which the Fund will
compensate the Distributor for its services in connection with the
distribution of Shares, and the personal service and maintenance of
shareholder accounts that hold Shares ("Accounts"). The Fund may act as
distributor of securities of which it is the issuer, pursuant to the Rule,
according to the terms of this Plan. The terms and provisions of this Plan
shall be interpreted and defined in a manner consistent with the provisions
and definitions contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule
2830 of the Conduct Rules of the National Association of Securities
Dealers, Inc., or any amendment or successor to such rule (the "NASD
Conduct Rules") and (iv) any conditions pertaining either to
distribution-related expenses or to a plan of distribution to which the Fund
is subject under any order on which the Fund relies, issued at any time by the
U.S. Securities and Exchange Commission ("SEC").
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 person or entity
which: (i) has rendered assistance (whether direct, administrative or both) in
the distribution of Shares or has provided administrative support services
with respect to Shares held by Customers (defined below) of the Recipient;
(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 the sale of Shares; and (iii) has been
selected by the Distributor to receive payments under the Plan.
(b) "Independent Directors" shall mean the members of the Company's Board of
Directors who are not "interested persons" (as defined in the 0000 Xxx) of the
Company and who have no direct or indirect financial interest in the operation
of this Plan or in any agreement relating to this Plan.
(c) "Customers" shall mean such brokerage or other customers or
investment advisory or other clients of a Recipient, and/or accounts as to
which such Recipient provides administrative support services or is a
custodian or other fiduciary.
(d) "Qualified Holdings" shall mean, as to any Recipient, all Shares owned
beneficially or of record by: (i) such Recipient, or (ii) such Recipient's
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 more than one
person or entity would otherwise qualify as Recipients as to the same Shares,
the Recipient which is the dealer of record on the Fund's books as determined
by the Distributor shall be deemed the Recipient as to such Shares for
purposes of this Plan.
3. Payments for Distribution Assistance and Administrative Support Services.
(a) Payments to the Distributor. In consideration of the payments made
by the Fund to the Distributor under this Plan, the Distributor shall provide
administrative support services and distribution assistance services to the
Fund. Such services include distribution assistance and administrative
support services rendered in connection with Shares (1) sold in purchase
transactions, (2) issued in exchange for shares of another investment
company for which the
Distributor serves as distributor or sub-distributor, or (3) issued pursuant
to a plan of reorganization to which the Fund is a party. If the Board
believes that the Distributor may not be rendering appropriate distribution
assistance or administrative support services in connection with the sale of
Shares, then the Distributor, at the request of the Board, shall provide the
Board with a written report or other information to verify that the
Distributor is providing appropriate services in this regard. For such
services, the Fund will make the following payments to the Distributor:
(i) Administrative Support Services Fees. Within forty-five
(45) days of the end of each calendar quarter, the Fund will make payments
in the aggregate amount of 0.0625% (0.25% on an annual basis) of the average
during the period of the aggregate net asset value of the Shares computed as
of the close of each business day (the "Service Fee"). Such Service Fee
payments received from the Fund will compensate the Distributor for providing
administrative support services with respect to Accounts. The administrative
support services in connection with Accounts may include, but shall not be
limited to, the administrative support services that a Recipient may render
as described in Section 3(b)(i) below.
(ii) Distribution Assistance Fees (Asset-Based Sales Charge).
Within ten (10) days of the end of each month, the Fund will make payments in
the aggregate amount of 0.0625% (0.75% on an annual basis) of the average
during the month of the aggregate net asset value of Shares computed as of the
close of each business day (the "Asset-Based Sales Charge") outstanding for no
more than six years (the "Maximum Holding Period"). Such Asset-Based Sales
Charge payments received from the Fund will compensate the Distributor for
providing distribution assistance in connection with the sale of Shares.
The distribution assistance to be rendered by the Distributor in
connection with the Shares may include, but shall not be limited to, the
following: (i) paying sales commissions to any broker, dealer, bank or other
person or entity that sells Shares, and/or paying such persons "Advance
Service Fee Payments" (as defined below) in advance of, and/or in amounts
greater than, the amount provided for in Section 3(b) of this
Agreement; (ii) paying compensation to and expenses of personnel of
the Distributor who support distribution of Shares by Recipients; (iii)
obtaining financing or providing such financing from its own resources, or
from an affiliate, for the interest and other borrowing costs of the
Distributor's unreimbursed expenses incurred in rendering distribution
assistance and administrative support services to the Fund; and (iv)
paying other direct distribution costs, including without limitation the
costs of sales literature, advertising and prospectuses (other than those
prospectuses furnished to current holders of the Fund's shares
("Shareholders")) and state "blue sky" registration expenses.
(b) Payments to Recipients. The Distributor is authorized under the
Plan to pay Recipients (1) distribution assistance fees for rendering
distribution assistance in connection with the sale of Shares and/or (2)
service fees for rendering administrative support services with respect to
Accounts. However, no such payments shall be made to any Recipient for any
period in which its Qualified Holdings do not equal or exceed, at the end
of such period, the minimum amount ("Minimum Qualified Holdings"), if any,
that may be set from time to time by a majority of the Independent Directors.
All fee payments made by the Distributor hereunder are subject to
reduction or chargeback so that the aggregate service fee payments and
Advance Service Fee Payments do not exceed the limits on payments to
Recipients that are, or may be, imposed by the NASD Conduct Rules. 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 or retain such payments if the Distributor qualifies as a Recipient.
(i) Service Fee. In consideration of the administrative support
services provided by a Recipient, the Distributor shall make service fee
payments to that Recipient quarterly or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days of the end of each
calendar quarter or other period, at a rate not to exceed 0.0625% (0.25% on
an annual basis) of the average during the period 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 the minimum period (the "Minimum
Holding Period"), if any, that may be set from time to time by a
majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option, make the
following service fee payments to any Recipient, within forty-five (45)
days of the end of each calendar quarter or at such other interval as
deemed appropriate by the Distributor: (i) "Advance Service Fee Payments"
at a rate not to exceed 0.25% of the average during the calendar quarter
or other period 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 period and owned beneficially or
of record by the Recipient or by its Customers, plus (ii) service fee
payments at a rate not to exceed 0.0625% (0.25% on an annual basis) of the
average during the period 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. 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.
The administrative support services to be rendered by Recipients
in connection with the Accounts may include, but shall not be limited to,
the following: answering routine inquiries concerning the Fund, assisting
in the establishment and maintenance of accounts or sub- accounts in
the Fund and processing Share redemption transactions, making the Fund's
investment plans and dividend payment options available, and providing such
other information and services in connection with the rendering of
personal services and/or the maintenance of Accounts, as the Distributor or
the Fund may reasonably request.
(ii) Distribution Assistance Fees (Asset-Based Sales Charge)
Payments. In its sole discretion and irrespective of whichever
alternative method of making service fee payments to Recipients is
selected by the Distributor, in addition the Distributor may make
distribution assistance fee payments to a Recipient quarterly, or at such
other interval as deemed appropriate by the Distributor, within forty-five
(45) days after the end of each calendar quarter or other period, at a rate
not to exceed 0.1875% (0.75% on an annual basis) of the average during the
period 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 its Customers for no more than six
years and for any minimum period that the Distributor may establish.
Distribution assistance fee payments shall be made
only to Recipients that are registered with the SEC as a broker-dealer or
are exempt from registration.
The distribution assistance to be rendered by the Recipients
in connection with the sale of Shares may include, but shall not be limited
to, the following: distributing sales literature and prospectuses other
than those furnished to current Shareholders, providing compensation to and
paying expenses of personnel of the Recipient who support the
distribution of Shares by the Recipient, and providing such other
information and services in connection with the distribution of Shares as
the Distributor or the Fund may reasonably request.
(c) A majority of the Independent Directors may at any time or from
time to time increase or decrease the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rates set forth above,
and/or direct the Distributor to increase or decrease the Maximum Holding
Period, any Minimum Holding Period or any Minimum Qualified Holdings. The
Distributor shall notify all Recipients of any Minimum Qualified Holdings,
Maximum Holding Period and Minimum Holding Period that are established 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.
(d) The Service Fee and the Asset-Based Sales Charge on Shares are
subject to reduction or elimination under the limits to which the Distributor
is, or may become, subject under the NASD Conduct Rules.
(e) Under the Plan, payments may also 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,
from Asset-Based Sales Charge payments or from the proceeds of its
borrowings, in either case, in the discretion of OFI or the Distributor,
respectively.
(f) Recipients are intended to have certain rights as
third-party beneficiaries under this Plan, subject to the limitations set
forth below. It may be presumed that a Recipient has provided
distribution assistance or administrative support services qualifying for
payment under the Plan if it has Qualified Holdings of Shares that 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
distribution assistance in connection with the sale of Shares or
administrative support services for Accounts, 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 distribution assistance and/or services in this
regard. If the Distributor or the Board of Directors still is not satisfied
after the receipt of such report, either may take appropriate steps to
terminate the Recipient's status as such under the Plan, whereupon
such Recipient's rights as a third-party beneficiary hereunder shall
terminate. Additionally, in their discretion, a majority of the Fund's
Independent Directors at any time may remove any broker, dealer, bank or
other person or entity as a Recipient, where upon such person's or entity's
rights as a third-party beneficiary hereof shall terminate. Notwithstanding
any other provision of this Plan, this Plan does not obligate or in any way
make the Fund liable to make any payment whatsoever to any person or entity
other than directly to the Distributor. The Distributor has no obligation to
pay any Service Fees or Distribution Assistance Fees to any Recipient if the
Distributor has not received payment of Service Fees or Distribution
Assistance Fees from the Fund.
4. Selection and Nomination of Directors. While this Plan is in effect, the
selection and nomination of persons to be Directors of the Company who are not
"interested persons" of the Company ("Disinterested Directors") shall
be committed to the discretion of the incumbent Disinterested Directors.
Nothing herein shall prevent the incumbent Disinterested Directors from
soliciting the views or the involvement of others in such selection or
nominations as long as the final decision on any such selection and
nomination is approved by a majority of the incumbent Disinterested
Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Company shall
provide written reports to the Company's Board for its review, detailing
the amount of all payments made under this Plan and the purpose for
which the payments were made. The reports shall be provided quarterly, and
shall state whether all provisions of Section 3 of this Plan have been
complied with.
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 a 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 Class B voting shares;
(ii) such termination shall be on not more than sixty days' written notice
to any other party to the
agreement; (iii) such agreement shall automatically terminate in the event
of its "assignment" (as defined in the 1940 Act); (iv) such agreement 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 (v) such agreement 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 a vote of 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 Amended and
Restated Plan has been approved by a vote of the Board and of the Independent
Directors and replaces the Fund's prior Distribution and Service Plan for
Class B Shares. 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 or as the Board may otherwise determine but only so
long as such continuance is specifically approved at least annually by a
vote of the Board and its Independent Directors cast in person at a meeting
called for the purpose of voting on such continuance.
This Plan may not be amended to increase materially the amount of
payments to be made under this Plan, without approval of the Class B
Shareholders at a meeting called for that purpose, and all material amendments
must be approved by a vote of the Board and of the Independent Directors.
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 Class B voting shares. In
the event of such termination, the Board and its Independent Directors
shall determine whether the Distributor shall be entitled to payment from
the Fund of all or a portion of the Service Fee and/or the Asset-Based
Sales Charge in respect of Shares sold prior to the effective date of such
termination.
Xxxxxxxxxxx Value Fund, a series of
Xxxxxxxxxxx Series Fund, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
____________________________
Xxxxxxx X. Xxxxxxxxx, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
_________________________
Xxxxx X. Xxxx, President
