Service Plan and Agreement
Between
Xxxxxxxxxxx Multi Cap Value Fund
and
OppenheimerFunds Distributor, Inc.
For Class A Shares
Service Plan and Agreement dated the 8th day of November,
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
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for its Class A Shares 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
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shall have the following 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
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is in effect, the 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
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of the Fund shall provide 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
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shall be in writing and 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
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Amendment. This Plan has been approved by a vote of the
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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
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Distributor understands and 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
/s/ Xxxxxx X. Xxxx
By:____________________________________
Xxxxxx X. Xxxx Secretary
OppenheimerFunds Distributor, Inc.
/s/ Xxxxxxxxx X. Xxxx
By:____________________________________
Xxxxxxxxx X. Xxxx
Vice President
