AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Series Fund, Inc., on behalf of it series,
Xxxxxxxxxxx Disciplined Allocation Fund
This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as
of the 15th day of April, 2004, by and between Xxxxxxxxxxx Series Fund, Inc.
(the "Company") on behalf of it series, Xxxxxxxxxxx Disciplined Allocation 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
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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., pursuant to which the
Fund will reimburse the Distributor for a portion of its costs incurred in
connection with the personal service and 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,
pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "1940
Act"), 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
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following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
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 Directors (the "Board") who
are not "interested persons" (as defined in the 0000 Xxx) 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 Directors") 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
brokerage or other customers, or investment advisory or other clients of
such Recipient 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. Notwithstanding the foregoing, the Fund will not
make payments to the Distributor in excess of the amount the Distributor
pays to Recipients. 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 charges or other
financial costs, or allocation of overhead by 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 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 owned beneficially or
of record by the Recipient or by its Customers. 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 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.
A majority of the Independent Directors 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 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.
(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 Directors. While this Plan is in effect, the
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selection or replacement of Independent Directors and the nomination of those
persons to be Directors of the Fund who are not "interested persons" of the
Fund shall be committed to the discretion of the Independent Directors. Nothing
herein shall prevent the Independent Directors 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 Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall
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provide at least quarterly a written report to the Fund's Board for its review,
detailing the aggregate amount of payments made pursuant to this Plan 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
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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
Directors or by a vote of the holders of a "majority" (as defined in the 0000
Xxx) of the Fund's outstanding voting securities 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 Directors 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 Directors cast in person at a meeting called for the
purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan has
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been approved by a vote of the Independent Directors cast in person at a
meeting called on April 15, 2004 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 thereafter or as the Board may otherwise determine only so long as such
continuance is specifically approved at least annually by the Board and its
Independent Directors by a vote 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 Directors or by the vote of the
holders of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding
voting securities of Class A. 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 Directors.
Xxxxxxxxxxx Series Fund, Inc. on behalf of it
series,
Xxxxxxxxxxx Disciplined Allocation Fund
By: Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: Xxxxx X. Xxxx
Xxxxx X. Xxxx
President
