AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER/QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
FOR CLASS A SHARES OF
XXXXXXXXXXX/QUEST FOR VALUE GLOBAL EQUITY FUND, INC.
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the
"Plan") dated the ___ day of ______, 1995, by and between XXXXXXXXXXX/QUEST FOR
VALUE GLOBAL EQUITY FUND, INC. (the "Corporation") for the account of its
XXXXXXXXXXX/QUEST FOR VALUE GLOBAL EQUITY FUND, INC. (the "Fund") and
XXXXXXXXXXX FUNDS DISTRIBUTOR, INC. (the "Distributor").
1. THE PLAN. This Plan is the Fund's written distribution plan for Class
A 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 incurred 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 Corporation'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 customers,
clients and/or accounts as to which such Recipient is a fiduciary or
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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 0.020833% (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 "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 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 establishing and
maintaining 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 by 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 the 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 Directors 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
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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 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 THE PRECEDING
SENTENCE MAY, AT THE DISTRIBUTOR'S SOLE OPTION, BE MADE MORE OFTEN THAN
QUARTERLY, AND SOONER THAN THE END OF THE CALENDAR QUARTER. IN ADDITION, THE
DISTRIBUTOR MAY MAKE ASSET-BASED SALES CHARGE 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 HOLDINGS OWNED BENEFICIALLY
OR OF RECORD BY THE RECIPIENT OR ITS CUSTOMERS. HOWEVER, NO SUCH SERVICE FEE OR
ASSET-BASED SALES CHARGE PAYMENTS (COLLECTIVELY, THE "RECIPIENT 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 rates 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 or Minimum Holding Period, if any, and the
rates of Recipient 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 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,
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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 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) providing 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 (iii) 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 Xxxxxxxxxxx
Management Corporation ("OMC") 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 OMC), 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 Corporation
who are not "interested persons" of the Fund or the Corporation ("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
Corporation shall provide at least quarterly a written reports to the
Corporation'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
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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 AMENDED
AND RESTATED PLAN HAS BEEN APPROVED BY A VOTE OF THE BOARD AND ITS INDEPENDENT
DIRECTORS CAST IN PERSON AT A MEETING CALLED ON JUNE 22, 1995 FOR THE PURPOSE OF
VOTING ON THIS PLAN, AND SHALL TAKE EFFECT AFTER APPROVAL BY CLASS A
SHAREHOLDERS OF THE FUND, AT WHICH TIME IT SHALL REPLACE THE FUND'S PLAN AND
AGREEMENT OF DISTRIBUTION FOR THE SHARES MADE AS OF JUNE 21, 1990 AS AMENDED AS
OF JULY 27, 1992 AND SEPTEMBER 1, 1993. UNLESS TERMINATED AS HEREINAFTER
PROVIDED, IT SHALL CONTINUE IN EFFECT FROM YEAR TO YEAR FROM THE DATE FIRST SET
FORTH ABOVE 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 C
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 1940 ACT) 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 IS 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/QUEST FOR VALUE GLOBAL
EQUITY FUND, INC.
By: ____________________________________
XXXXXXXXXXX FUNDS DISTRIBUTOR, INC.
By:____________________________________
Xxxxxx X. Xxxxxxx
Executive Vice President
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