DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS C 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 C 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)
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 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 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 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"). 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 received from
the Fund will compensate the Distributor and Recipients for
providing distribution assistance in connection with the sale
of Shares.
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" (as defined below)
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 holders of the Fund's shares ("Shareholders")) and
state "blue sky" registration expenses; and (v) any service
rendered by the Distributor that a Recipient may render as
described below in this Section 3(a). 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. 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.
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 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.
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 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.
(b) (i) Service Fee. The Distributor shall make
service fee payments to each 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, 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: (i) 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 ("Advance
Service Fee Payments"), 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, 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 Rule 2830 of the NASD Conduct Rules.
The Advance Service Fee Payments described in part (i)
of the prior paragraph may, at the Distributor's sole option,
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 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.
(ii) Asset-Based Sales Charge Payments. Irrespective of
whichever alternative method of service fee payments is
selected by the Distributor, in addition the Distributor shall
make asset-based sales charge payments to each Recipient
quarterly, within forty-five (45) days after the end of each
calendar quarter, at a rate not to exceed 0.1875% (0.75% 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 its Customers for
a period of more than one (1) year. 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, that may be set from time to time by a
majority of the Independent Trustees.
(c) A majority of the Independent Trustees 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 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. 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.
(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 Rule 2830 of 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 its borrowings.
(f) 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 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 Trustees. While this Plan is in
effect, the selection and nomination of those persons to be
Trustees of the Fund who are not "interested persons" of the Fund
("Disinterested Trustees") shall be committed to the discretion of
such Disinterested Trustees. Nothing herein shall prevent the
Disinterested 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 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, 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 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
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, at which time it should replace the
Fund's Distribution and Service Plan for the shares dated December
1, 1993. 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 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, without approval of the Class C 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
voting securities of the Class. 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 and Secretary
