Distribution and Service Plan and Agreement
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Xxxxxxxxxxx Multi Cap Value Fund
This Distribution and Service Plan and Agreement (the
"Plan") is dated as of the 8th day of November, 2002, by
and between Xxxxxxxxxxx Multi Cap Value Fund (the "Fund")
and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written
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distribution and service plan for Class B shares of the
Fund (the "Shares"), designed to comply with the provisions
of 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 this Plan 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 Fund's Xxxxxxxxxxxx Xxxxxxxxx, (xx)
xxx 0000 Xxx, (xxx) the Rule, (iv) 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 (v) 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
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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 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
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Administrative Support Services.
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(a) Payments to the Distributor. In consideration
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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.
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Within forty-five (45) days of the end of each calendar
quarter, the Fund will make payments in the aggregate
amount of 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 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
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Sales Charge). Within ten (10) days of the end of each
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month, the Fund will make payments in the aggregate amount
of 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 until such Shares are repurchased or
converted to another class of shares of the Fund, provided,
however, that a majority of the Independent Trustees may,
but are not obligated to, set a time period (the "Fund
Maximum Holding Period") from time to time for such
payments. 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
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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 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. 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
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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 0.25% 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 0.25% 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. At the Distributor's sole option,
the Advance Service Fee Payments may 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 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 repurchase
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
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Sales Charge) Payments. In its sole discretion and
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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, 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 until such Shares are
repurchased or converted to another class of shares of the
Fund, provided, however, that a majority of the Independent
Trustees may, but are not obligated to, set a time period
(the "Recipient Maximum Holding Period") for making such
payments. 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 Trustees 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 set, eliminate or modify the Fund
Maximum Holding Period, any Minimum Holding Period, the
Recipient Maximum Holding Period and/or any Minimum
Qualified Holdings and/or to split requirements so that
different time periods apply to shares that are afforded
different shareholder privileges and features. 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, Statement of Additional
Information or supplement to either 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 that apply to such fees and charges under
the NASD Conduct Rules relating to sales of shares of
open-end funds.
(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 Trustees 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 Trustees 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 Trustees. While this
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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 nominations 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
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of the Fund shall provide written reports to the Fund'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
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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 (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 Trustees cast in person at a
meeting called for the purpose of voting on such
continuance.
7. Effectiveness, Continuation, Termination and
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Amendment. This Plan has been approved by a vote of the
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Board and its Independent Trustees cast in person at a
meeting called on October 21, 2002, for the purpose of
voting on this Plan. 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
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 at a meeting called
for that purpose, 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
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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 Trustee and shareholder liability
for acts or obligations of the Fund.
Xxxxxxxxxxx Multi Cap Value
Fund
/s/ Xxxxxx X. Xxxx
By:
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Xxxxxx X. Xxxx
Secretary
OppenheimerFunds Distributor,
Inc.
/s/ Xxxxxxxxx X. Xxxx
By:
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Xxxxxxxxx X. Xxxx
Vice President
