DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Real Estate Fund
This Service Plan and Agreement is dated as of the 12th day February, 2002, by and between Xxxxxxxxxxx Real
Estate 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 described in the Fund's
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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 meanings:
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(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) .0625% (.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 .0625% (.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 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 at least quarterly a
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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 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 approved by a vote of the
-------------------------------------------------------------
Independent Trustees cast in person at a meeting called on February 8, 2001 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 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 Real Estate Fund
By: ____________________________________
Xxxxxx X. Xxxx
Secretary
OppenheimerFunds Distributor, Inc.
By: ____________________________________
Xxxxxxxxx X. Xxxx
Vice President and Secretary
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Xxxxxxxxxxx Real Estate Fund
This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 12th day of February, 2002, by
and between Xxxxxxxxxxx Real Estate Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service plan for 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 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 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) days of the end of each
----------------------------------------
calendar quarter, the Fund will make payments in the aggregate amount of 0.0625% (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 ten (10) days of the end
----------------------------------------------------------
of each month, the Fund will make payments in the aggregate amount of 0.0625% (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 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 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 0.0625% (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 0.0625% (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) 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 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 provide written reports to the
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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 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 approved by a vote of the
-----------------------------------------------------------
Board and its Independent Trustees cast in person at a meeting called on February 8, 2001, 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 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 Real Estate Fund
By: _____________________________________
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________________________
Xxxxxxxxx X. Xxxx, Vice President and Secretary
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Xxxxxxxxxxx Real Estate Fund
This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 12th day of February 2002, by
and between Xxxxxxxxxxx Real Estate Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
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 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.
------------------------------------------------------------------------
(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 0.0625% (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) but the Board has initially set
the Asset-Based Sales Charge at a rate of 0.50% annually. The Board may increase that amount to up to 0.75%
annually without the further approval of shareholders of Class C shares of the Fund. Within ten (10) days of the
end of each month, the Fund will make payments in the aggregate amount of 0.04666% (0.50% 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 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.
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 0.0625% (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: (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 0.0625% (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 Distributor has initially set such fees at a
rate of 0.125% per quarter (0.50% on an annual basis).
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 (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 Trustees 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 Trustees 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 Trustees 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 Trustees. While this Plan is in effect, the 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
nomination 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 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 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 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 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 approved by a vote of the
----------------------------------------------------------
Board and its Independent Trustees cast in person at a meeting called on February 8, 2001, 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 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 Trustees.
This Plan may be terminated at any time by a 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 C 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 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 Real Estate Fund
By:__________________________________
Xxxxxx X. Xxxx
Secretary
OppenheimerFunds Distributor, Inc.
By:__________________________________
Xxxxxxxxx X. Xxxx
Vice President and Secretary
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class N Shares of
Xxxxxxxxxxx Real Estate Fund
This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 12th day of February 2002, by
and between Xxxxxxxxxxx Real Estate Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service plan for Class N shares of the Fund
--------
(the "Shares"), contemplated by 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 which 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
1940 Act, (ii) the Rule, (iii) 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 (iv) 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 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.
------------------------------------------------------------------------
(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 0.0625% (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 ten (10) days of the end
---------------------------------------------------------
of each month, the Fund will make payments in the aggregate amount of 0.02083% (0.25% 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"). 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 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.
In consideration of the services provided by Recipients, the Distributor may 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 0.0625% (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: (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 0.0625% (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, the Distributor
may, at its sole option, 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 0.0625% (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 its
Customers for a period of more than one (1) year.
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 (i) 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 (ii) direct the Distributor to increase or decrease any Minimum Holding Period, any maximum
period set by a majority of the Independent Trustees 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 amendment to or revision of the prospectus 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 to which the Distributor is, or may become, subject under the NASD Conduct Rules.
(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 Trustees 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 Trustees 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 Trustees. While this Plan is in effect, the 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
nomination 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 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 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 voting Class N 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 approved by a vote of the
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Board and of its Independent Trustees cast in person at a meeting called on February 8, 2001, for the purpose of
voting on this Plan and shall take effect as of the date first set forth above. 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 N 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 a 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 N 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 that the obligations of the
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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 shareholder and Trustee liability for acts or obligations of the Fund.
Xxxxxxxxxxx Real Estate Fund
By: _____________________________
Xxxxxx X. Xxxx
Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________________
Xxxxxxxxx X. Xxxx
Vice President and Secretary
N1A\RealEstateFund(NewFund)\OrgzDoc\59012b-1N(Feb1202).doc
