Exhibit 15.7
FORM OF
SERVICE PLAN AND AGREEMENT
BETWEEN
XXXXXXXXXXX DISCIPLINED ALLOCATION 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 Allocation 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 recordon 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 Allocation Fund
By: ___________________________
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: ___________________________
SCHEDULE OF SERVICE PLANS FOR CLASS A SHARES
Due to the substantial similarity of the Service Plan and Agreement
("Service Plan") with OppenheimerFunds Distributor, Inc. for Class A Shares
of the respective series of the Registrant, the following form of Service
Plan for Class A 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. Service Plan for Class A Shares for Connecticut Mutual
Government Securities Accout.
2. Service Plan for Class A Shares for Connecticut Mutual
Income Account.
3. Service Plan for Class A Shares for Xxxxxxxxxxx Disciplined
Value Fund.
4. Service Plan for Class A Shares for Xxxxxxxxxxx LifeSpan
Growth Fund.
5. Service Plan for Class A Shares for Xxxxxxxxxxx LifeSpan
Balanced Fund.
6. Service Plan for Class A Shares for Xxxxxxxxxxx LifeSpan
Income Fund.
