DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS C SHARES OF
XXXXXXXXXXX MULTIPLE STRATEGIES FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the 6th day of
March, 1997, by and between Xxxxxxxxxxx Multiple Strategies 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"), contemplated by Rule 12b-1 (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 Distributor is authorized under the
Plan to pay "Recipients," as hereinafter defined, for rendering (1) distribution
assistance in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are intended to have
certain rights as third-party beneficiaries under 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
Securities and Exchange Commission.
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.
Notwithstanding the foregoing, a majority of the Fund's Board of Trustees
(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
Trustees") 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.
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(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 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) The Fund will make payments to the Distributor, (i) within forty-five
(45) days of the end of each calendar quarter, in the aggregate amount of
0.0625% (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 (the "Service Fee"), plus (ii) within ten (10)
days of the end of each month, 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"). Such Service Fee payments received from the
Fund will compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts. Such Asset-Based
Sales Charge payments received from the Fund will compensate the
Distributor and Recipients for providing distribution assistance in
connection with the sale of Shares.
The distribution assistance and administrative support 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 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; (iv) paying
other direct distribution costs, including without limitation the costs of
sales literature, advertising and prospectuses (other than those furnished
to current holders of the Fund's shares ("Shareholders")) and state "blue
sky" registration expenses; and (v) any service rendered by the Distributor
that a Recipient may render as described below in this Section 3(a). Such
services include distribution assistance and administrative support
services rendered in connection with Shares acquired (1) by purchase, (2)
in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (3) pursuant to a
plan of reorganization to which the Fund is a party. In the event that the
Board should have reason to believe 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.
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The administrative support services in connection with the Accounts to
be rendered by Recipients 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.
The distribution assistance in connection with the sale of Shares to be
rendered by the Recipients may include, but shall not be limited to, the
following: distributing sales literature and prospectuses other than those
furnished to current Shareholders, and providing such other information and
services in connection with the distribution of Shares as the Distributor
or the Fund may reasonably request.
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 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 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, 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.
(b) (i) SERVICE FEE. The Distributor shall make service fee payments to
each 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, to 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 ("Advance
Service Fee Payments"), 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, subject to reduction or chargeback so that the
aggregate service fee payments and Advance Service Fee Payments do not
exceed the limits on payments
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to Recipients that are, or may be, imposed by Rule 2830 of the NASD
Conduct Rules.
The Advance Service Fee Payments described in part (i) of the
prior paragraph may, at the Distributor's sole option, 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 and will repay to 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.
(ii) ASSET-BASED SALES CHARGE PAYMENTS. Irrespective of whichever
alternative method of service fee payments is selected by the Distributor,
in addition the Distributor shall make asset-based sales charge 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. 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.
(c) A majority of the Independent Trustees may at any time or from time to
time 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 direct the Distributor to increase or decrease the Minimum
Holding Period or the Minimum Qualified Holdings. The Distributor shall
notify all Recipients of the Minimum Qualified Holdings and Minimum Holding
Period, if any, 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. The Distributor may make Plan payments
to any "affiliated person" (as defined in the 0000 Xxx) of the Distributor
or to the Distributor if such affiliated person and/or the Distributor
qualifies as a Recipient.
(d) The Service Fee and the Asset-Based Sales Charge on Shares are subject
to reduction or elimination of such amounts under the limits to which the
Distributor is, or may become, subject under Rule 2830 of the NASD Conduct
Rules.
(e) 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, from
Asset-Based Sales Charge payments or from its borrowings.
(f) 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. In no event
shall the amounts to be paid by the Distributor exceed the rate of fees to
be paid by the Fund to the Distributor set forth in paragraph (a) of this
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Section 3.
4. SELECTION AND NOMINATION OF TRUSTEES. While this Plan is in effect, the
selection and nomination of those persons to be Trustees of the Fund who are not
"interested persons" of the Fund ("Disinterested Trustees") shall be committed
to the discretion of such Disinterested Trustees. Nothing herein shall prevent
the Disinterested 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
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 services
rendered in connection with the distribution of the Shares, the amount of all
payments made, 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 C 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) 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 (v) 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 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 October 10, 1996 for the purpose of voting on this Plan, and
shall take effect as of the date first set forth above, at which time it should
replace the Fund's Distribution and Service Plan for the shares dated December
1, 1993. Unless terminated as hereinafter provided, it shall continue in effect
until December 31, 1997 and 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 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, in the manner
described above, 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 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
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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 shareholder and Trustee liability for acts or
obligations of the Fund.
Xxxxxxxxxxx Multiple Strategies Fund
/s/ Xxxxxx X. Xxxx
By:________________________________________
Xxxxxx X. Xxxx, Assistant Secretary
OppenheimerFunds Distributor, Inc.
/s/ Xxxxxxxxx X. Xxxx
By:________________________________________
Xxxxxxxxx X. Xxxx
Vice President and Secretary
ofmi\240c.f97
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