Exhibit 15.8
FORM OF
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
XXXXXXXXXXX DISCIPLINED ALLOCATION FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 18th day
of March, 1996, by and between Xxxxxxxxxxx Series Fund, Inc. (the
"Company"), on behalf of its series, Xxxxxxxxxxx Disciplined
Allocation 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 (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
Distributor is authorized under the Plan to pay "Recipients," as hereinafter
defined, for rendering (1) distribution assistance in connection with the
sale of Shares and/or (2) administrative support services with respect to
Accounts. Such Recipients are intended to have certain rights as
third-party beneficiaries under 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) Article III, Section 26, of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., or its successor
(the "NASD Rules of Fair Practice") 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 Securities and Exchange Commission.
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.
Notwithstanding the foregoing, a majority of the Company'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 person
or entity as a Recipient, whereupon such person's or 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 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) The Fund will make payments to the Distributor, (i)
within forty-five (45) days of the end of each calendar
quarter, in the aggregate amount of 0.0625% (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 (the "Service Fee"), plus (ii)
within ten (10) days of the end of each month, 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 Service Fee payments
received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with
respect to Accounts. Such Asset-Based Sales Charge payments
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received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in
connection with the sale of Shares.
The administrative support services in connection with
the Accounts to be rendered by Recipients 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 Distributor and Recipients
may include, but shall not be limited to, the following:
distributing sales literature and prospectuses other than
those furnished to current holders of the Fund's Shares
("Shareholders"), and providing such other information and
services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.
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 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 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.
(b) The Distributor shall make service fee payments to any
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
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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, to be set from time
to time by a majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option,
make service fee payments ("Advance Service Fee Payments") to
any Recipient quarterly, within forty-five (45) days of the
end of each calendar quarter, at a rate not to exceed (i)
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) 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, subject to
reduction or chargeback so that the Advance Service Fee
Payments do not exceed the limits on payments to Recipients
that are, or may be, imposed by Article III, Section 26, of
the NASD Rules of Fair Practice. In the event Shares are
redeemed less than one year after the date such Shares were
sold, the Recipient is obligated and will repay to 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 Advance Service Fee Payments described in part (i)
of this paragraph (b) may, at the Distributor's sole option,
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, 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 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 direct the
Distributor to increase or decrease 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
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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. 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.
(c) 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 Article III, Section 26, of the NASD
Rules of Fair Practice. The distribution assistance and
administrative support services 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 in advance of, and/or 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 furnished to current Shareholders) and
state "blue sky" registration expenses; and (v) any service
rendered by the Distributor that a Recipient may render
pursuant to part (a) of this Section 3. Such services include
distribution assistance and administrative support services
rendered in connection with Shares acquired (i) by purchase,
(ii) in exchange for shares of another investment company for
which the Distributor serves as distributor or sub-
distributor, or (ii) pursuant to a plan of reorganization to
which the Fund is a party. In the event that the Board
should have reason to believe 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.
(d) 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
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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 its borrowings.
(e) 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 to the Distributor exceed the rate of fees
to be paid by the Fund to the Distributor set forth in
paragraph (a) of this section 3.
4. SELECTION AND NOMINATION OF DIRECTORS. While this Plan is in
effect, the selection and nomination of those persons to be
Directors of the Fund who are not "interested persons" of the Fund
("Disinterested Directors") shall be committed to the discretion
of such Disinterested Directors. Nothing herein shall prevent the
Disinterested 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 Disinterested Directors.
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 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 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
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
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
Plan has been approved by a vote of the Board and its Independent
Directors cast in person at a meeting called on November 17, 1995,
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for the purpose of voting on this Plan, and shall take effect on
the date first written 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 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
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 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 voting
securities of the Class. 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 SERIES FUND, INC.,
on behalf of Xxxxxxxxxxx Disciplined
Allocation Fund
By: ________________________________
XXXXXXXXXXX FUNDSDISTRIBUTOR, INC.
By: ________________________________
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SCHEDULE OF DISTRIBUTION AND SERVICE PLANS FOR CLASS B SHARES
Due to the substantial similarity of the Distribution and
Service Plan and Agreement ("Distribution and Service Plan") with
OppenheimerFunds Distributor, Inc. for Class B Shares of the
respective series of the Registrant, the following form of
Distribution and Service Plan for Class B Shares on behalf of
Xxxxxxxxxxx Disciplined Allocation Fund and this schedule of
omitted documents is filed in accordance with the requirements of
Rule 8b-31 under the Investment Company Act of 1940.
1. Distribution and Service Plan for Class B Shares for
Connecticut Mutual Government Securities Account.
2. Distribution and Service Plan for Class B Shares for
Connecticut Mutual Income Account.
3. Distribution and Service Plan for Class B Shares for
Xxxxxxxxxxx Disciplined Value Fund.
4. Distribution and Service Plan for Class B Shares for
Xxxxxxxxxxx LifeSpan Growth Fund.
5. Distribution and Service Plan for Class B Shares for
Xxxxxxxxxxx LifeSpan Balanced Fund.
6. Distribution and Service Plan for Class B Shares for
Xxxxxxxxxxx LifeSpan Income Fund.