Service Plan and Agreement
Between
Xxxxxxxxxxx Multi Cap Value Fund
and
OppenheimerFunds Distributor, Inc.
For Class A Shares
Service Plan and Agreement dated the __ day of _____________, 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 service plan for its Class A Shares
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described in the Fund's registration statement as of the date this Plan takes effect,
contemplated by and to comply with Rule 2830 of the Conduct Rules of the National
Association of Securities Dealers, Inc., with which the Fund has agreed to comply.
Pursuant to this Plan 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 the Fund.
The Fund may be deemed to be acting as distributor of securities of which it is the
issuer, 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
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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 Trustees (the "Board") who are not "interested
persons" (as defined in the Investment Company Act of 1940, referred to in this plan as
the "1940 Act") 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 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 customers, clients
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 record on the Fund's books shall be deemed the
Recipient as to such Shares for purposes of this Plan.
3. Payments.
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(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) 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,
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 of Trustees 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
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 of
Qualified Holdings (excluding Shares acquired in reorganizations with investment
companies for which OppenheimerFunds, Inc. or an affiliate acts as investment adviser
and which have not adopted a distribution plan at the time of reorganization with the
Fund). 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 Trustees. A majority of the Independent Trustees 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 Trustees. While this Plan is in effect, the
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selection or replacement of Independent Trustees and the nomination of those persons
to be Trustees of the Fund who are not "interested persons" of the Fund shall be
committed to the discretion of the Independent Trustees. Nothing herein shall prevent
the Independent 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 Independent Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall provide
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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
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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 Trustees 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 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 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
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approved by a vote of the 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 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 A voting securities. 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 Trustees.
8. Shareholder and Trustee Liability Disclaimer. The Distributor understands and
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agrees that the obligations of the Fund under this Plan are not binding upon any
shareholder or Trustee of the Fund personally, but 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 and Trustee
liability for acts or obligations of the Fund.
Xxxxxxxxxxx Multi Cap Value Fund
By:
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Xxxxxx X. Xxxx
Secretary
OppenheimerFunds Distributor, Inc.
By:
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Xxxxxxxxx X. Xxxx
Vice President
