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 ____
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 distribution and service plan for
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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 terms shall have the
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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 Administrative Support Services.
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(a) Payments to the Distributor. In consideration of the payments made
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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)
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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 Sales Charge). Within
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ten (10) days of the end of each 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 authorized under the Plan
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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 administrative support
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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 Sales Charge)
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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, 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 Plan is in effect, the
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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 of the Fund shall
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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 Plan shall be in writing
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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 Plan has been
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approved by a vote of the 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 Distributor understands
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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
By: _____________________________________
Xxxxxx X. Xxxx
Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________________________
Xxxxxxxxx X. Xxxx
Vice President
