AMENDED AND RESTATED
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Xxxxxxxxxxx Quest Value Fund, Inc.
This Amended and Restated Distribution and Service Plan
and Agreement (the "Plan") is dated as of the 11th day of
February, 2004, by and between Xxxxxxxxxxx Quest Value Fund,
Inc. (the "Fund") and OppenheimerFunds Distributor, Inc.
(the "Distributor"). This Amended and Restated Distribution
and Service Plan and Agreement replaces the Distribution and
Service Plan and Agreement for Class C shares dated February
3, 1998.
1. The Plan. This Plan is the Fund's written distribution and service plan
for Class C 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
applicable 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 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 Directors" shall mean the members of
the Fund's Board of Directors 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 with respect to the
payment of the Asset-Based Sales Charge and/or Service Fee
(defined below), 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 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 Service Fees. Within
forty-five (45) days of the end of each calendar quarter,
the Fund will make payments in the aggregate amount of up to
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 Sales
Charge). The Fund may make payments of an "Asset-Based Sales
Charge" of up to 0.0625% per month (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. 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 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, 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 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
Directors. 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.
In consideration of the services provided by
Recipients, the Distributor shall make the following
payments to Recipients:
(i) Service Fee. In consideration of 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
Directors.
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: (A) "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 (B) 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, 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 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 Fee (Asset-Based Sales
Charge) Payments. Irrespective of whichever alternative
method of making service fee payments to Recipients is
selected by the Distributor, in addition the Distributor
shall make distribution assistance fee payments to each
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 for a period of more than one (1)
year. Alternatively, at its sole option, the Distributor may
make distribution assistance fee payments to a Recipient
quarterly, at the rate described above, on Shares
constituting Qualified Holdings owned beneficially or of
record by the Recipient or its Customers without regard to
the 1-year holding period described above. 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 Directors may at any
time or from time to time (i) increase or decrease the rate
of fees to be paid to the Distributor or to any Recipient,
but not to exceed the maximum rates set forth above, and/or
(ii) direct the Distributor to increase or decrease any
Minimum Holding Period, any maximum period set by a majority
of the Independent Directors during which fees will be paid
on Shares constituting Qualified Holdings owned beneficially
or of record by a Recipient or by its Customers (the
"Maximum Holding Period"), or 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 supplement or Statement
of Additional Information or amendment to or revision of the
prospectus or Statement of Additional Information of the
Fund 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 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. If either the Distributor or
the Board 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 Directors still
is not satisfied after the receipt of such report, either
may take appropriate steps to terminate the Recipient's
status as a Recipient 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 Directors at any time 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.
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 Directors. While this Plan is in effect, the
selection and nomination of persons to be Directors of the Fund who are not
"interested persons" of the Fund ("Disinterested Directors") shall be
committed to the discretion of the incumbent Disinterested Directors.
Nothing herein shall prevent the incumbent Disinterested Directors from
soliciting the views or the involvement of others in such selection or
nomination as long as 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 Fund shall
provide written reports to the Fund's Board for its review, detailing the
aggregate 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 Directors or by a vote of the holders of a "majority" (as
defined in the 0000 Xxx) of the Fund's outstanding voting Class C 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 Directors 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 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 and replaces the Fund's prior Distribution and Service Plan and
Agreement for Class C 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 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 under this Plan, without
approval of the Class C 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 Directors.
This Plan may be terminated at any time by a 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 Class C voting shares. In the event of
such termination, the Board and its Independent Directors
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.
Xxxxxxxxxxx Quest Value Fund, Inc.
/s/ Xxxx X. Xxx
By: ________________________________________
Xxxx X. Xxx, Assistant Secretary
OppenheimerFunds Distributor, Inc.
/s/ Xxxxx X.Xxxx
By: ________________________________________
Xxxxx X. Xxxx, President
