DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
XXXXXXXXXXX MULTIPLE STRATEGIES FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 6th day of
March, 1997, by and between Xxxxxxxxxxx Multiple Strategies Fund (the "Fund")
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 applicable 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 Trustees" shall mean the members of the Fund's Board of
Trustees who are not "interested persons"(as defined in the 0000 Xxx) of
the Fund 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 customers, clients and/or accounts as to
which such
-1-
Recipient 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 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 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. (i) SERVICE FEES. 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 acquired (1) by purchase, (2) in exchange for shares of another
investment company for which the Distributor serves as distributor or
sub-distributor, or (3) 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:
ADMINISTRATIVE SUPPORT SERVICE FEES. (i) 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 that calendar quarter 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 and Recipients 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 six years or less (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
-2-
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; (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 payments for rendering
distribution assistance in connection with the sale of Shares and/or (2)
administrative support services with respect to Accounts. All service 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 or to the Distributor if such affiliated person and/or the
Distributor qualifies as a Recipient. In consideration of the services
provided by Recipients, the Distributor shall make the following payments
to Recipients:
(i) SERVICE FEE. In consideration of the administrative support services
provided by a Recipient during a calendar quarter, the Distributor shall
make service fee payments to that Recipient quarterly, within forty-five
(45) days of the end of each calendar quarter, at a rate not to exceed
0.0625% (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 the minimum period (the "Minimum Holding Period"), if
any, that may 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: (i) ("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 (ii)
service fee payments at a rate not to exceed 0.0625% (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. The
Advance Service Fee Payments may be made more often than quarterly, and
sooner than the end of the calendar quarter. 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,
-3-
that may be set from time to time by a majority of the Independent
Trustees. 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.
(ii) SERVICES PROVIDED BY RECIPIENTS. 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.
The distribution assistance in connection with the sale of Shares to
be rendered by the Recipients may include, but shall not be limited to,
the following:
distributing sales
literature and prospectuses other than those furnished to current
Shareholders, 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 Trustees may at any time or from time to
time increase or decrease the rates of fees to be paid to the Distributor
or to any Recipient, but not to exceed the rate set forth above, and/or
direct the Distributor to increase or decrease the Maximum Holding Period,
the Minimum Holding Period or the Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum Qualified Holdings,
Maximum Holding Period and Minimum Holding Period, if any, 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 of such amounts under the limits to which the
Distributor is, or may become, subject under the NASD Conduct Rules.
(e) 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, from
Asset-Based Sales Charge payments or from the proceeds of its borrowings.
(f) 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 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 distribution
assistance in connection with the sale of Shares or administrative support
services for Accounts, then the
-4-
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 Trustees still is not
satisfied, 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 Recipients are intended
to have certain rights as third-party beneficiaries under this Plan,
subject to the limitations set forth below. 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. In no event shall the amounts to be paid
by the Distributor under this Plan exceed the rate of fees to be paid by
the Fund to the Distributor set forth in paragraph (a) of this Section 3.
Additionally, in their discretion a majority of the Fund's Independent
Trustees at any time may remove any broker, dealer, bank or other person
or entity as a Recipient, whereupon such person's or entity's rights as a
third-party beneficiary hereof shall terminate.
4. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect, the
selection and nomination of persons to be Trustees of the Fund who are not
"interested persons" of the Fund ("Disinterested Trustees") shall be committed
to the discretion of the incumbent Disinterested Trustees. Nothing herein shall
prevent the incumbent Disinterested Trustees from soliciting the views or the
involvement of others in such selection or nomination as long as the final
decision on any such selection and nomination is approved by a majority of the
incumbent Disinterested Trustees.
5. REPORTS. While this Plan is in effect, the Treasurer of the Fund shall
provide written reports to the Fund's Board for its review, detailing services
rendered in connection with the distribution of the Shares, 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
Trustees 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 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 a vote of 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 AMENDMENT. This Plan has been
approved by a vote of the Board and its Independent Trustees cast in person at a
meeting called on October 10, 1996, for the purpose of voting on this Plan, and
shall take effect as of the date first set forth above,
-5-
at which time it should replace the Fund's Distribution and Service Plan for the
shares dated August 29, 1995. Unless terminated as hereinafter provided, it
shall continue in effect until December 31, 1997 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 Trustees 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 in the
manner described above, and all material amendments must be approved by a vote
of the Board and of the Independent Trustees.
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 Class B voting shares. In the event
of such termination, the Board and its Independent Trustees 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.
8. DISCLAIMER OF SHAREHOLDER AND TRUSTEE LIABILITY. The 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 Multiple Strategies Fund
/s/ Xxxxxx X. Xxxx
By:__________________________________
Xxxxxx X. Xxxx, Assistant Secretary
OppenheimerFunds Distributor, Inc.
/s/ Xxxxxxxxx X. Xxxx
By:__________________________________
Xxxxxxxxx X. Xxxx, Vice President
& Secretary
ofmi\240#b.397
-6-
