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AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Xxxxxxxxxxx Pennsylvania Municipal Fund, a Series of
Xxxxxxxxxxx Multi-State Municipal Trust
This Amended and Restated Distribution and Service Plan and Agreement (the
"Plan") is dated as of the 26th day of October, 2005, by and between
Xxxxxxxxxxx Pennsylvania Municipal Fund (the "Fund"), a series of Xxxxxxxxxxx
Multi-State Municipal Trust the ("Trust") 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 as it
may be amended from time to time (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
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 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
U.S. Securities and Exchange Commission ("SEC").
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.
(b) "Independent Trustees" shall mean the members of the Trust's Board
of Trustees who are not "interested persons" (as defined in the 0000 Xxx) of
the Trust 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 Administrative Support Services.
(a) Payments to the Distributor. In consideration 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. Within forty-five (45)
days of the end of each calendar quarter, the Fund will make payments in the
aggregate amount of 0.0625% (0.25% on an annual basis) of the average during
the period 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 Sales Charge).
Within ten (10) days of the end of each month, the Fund will make payments 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 no
more than six years (the "Maximum Holding Period"). 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 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 period in which its
Qualified Holdings do not equal or exceed, at the end of such period, 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 administrative support
services provided by a Recipient, the Distributor shall make service fee
payments to that Recipient quarterly or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days of the end of each
calendar quarter or other period, at a rate not to exceed 0.0625% (0.25% on an
annual basis) of the average during the period 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, within forty-five (45) days
of the end of each calendar quarter or at such other interval as deemed
appropriate by the Distributor: (i) "Advance Service Fee Payments" at a rate
not to exceed 0.25% of the average during the calendar quarter or other period
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 period and owned beneficially or of record
by the Recipient or by its Customers, plus (ii) service fee payments at a rate
not to exceed 0.0625% (0.25% on an annual basis) of the average during the
period 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. 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 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.
(ii) Distribution Assistance Fees (Asset-Based Sales Charge)
Payments. In its sole discretion and 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, or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days after the end of
each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75%
on an annual basis) of the average during the period 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 no more than six years and for any minimum
period that the Distributor may establish. 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 increase or decrease the Maximum Holding Period, any
Minimum Holding Period or any Minimum Qualified Holdings. 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 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 to which the Distributor
is, or may become, subject under the NASD Conduct Rules.
(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 Plan is in effect, the
selection and nomination of persons to be Trustees of the Trust who are not
"interested persons" of the Trust ("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 of the Trust shall
provide written reports to the Trust'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 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 Amendment. This Amended and
Restated Plan has been approved by a vote of the Board and of the Independent
Trustees and replaces the Fund's prior Amended and Restated Distribution and
Service Plan for Class B Shares. 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 Distributor
understands that the obligations of the Trust and the Fund under this Plan are
not binding upon any Trustee or shareholder of the Trust or 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 and the Trust.
Xxxxxxxxxxx Pennsylvania Fund, a series of
Xxxxxxxxxxx Multi-State Municipal Trust
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
