1
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class A Shares Of
Xxxxxxxxxxx Quest Balanced Fund, a Series of
Xxxxxxxxxxx Quest For Value Funds
This Amended and Restated Distribution and Service Plan and Agreement
(the "Plan") dated as of 3rd day of October, 2005, by and between Xxxxxxxxxxx
Quest Balanced Fund (the "Fund"), a series of Xxxxxxxxxxx Quest For Value
Funds (the "Trust) and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service
plan for Class A 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
incurred 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 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 Trust'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.
(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 period
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 0.0125% (0.15% 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 "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 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
establishing and maintaining 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 Distributor and by Recipients may include, but shall not be
limited to, the following: distributing sales literature and prospectuses
other than those furnished to current holders of the Fund's Shares
("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 the
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) The Distributor shall make service fee payments to any Recipient or
at such other interval as deemed appropriate by the distributor, within
forty-five (45) days of the end of each calendar quarter or other period, at
a rate not to exceed 0.0625% (0.25% on an annual basis) of the average during
the period 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 service
fee payments to any Recipient, within forty-five (45) days of the end of each
calendar quarter or at such other interval as deemed appropriate by the
Distributor: (i) "Advance Service Fee Payments" at a rate not to exceed 0.25%
of the average during the calendar quarter or other period 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 period and owned beneficially or of record by the Recipient or by
its Customers, plus (ii) 0.0625% (0.25% on an annual basis) of the average
during the period 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
Advance Service Fee Payments do not exceed the limits on payments to
Recipients that are, or may be, imposed by Rule 2830 of the NASD Conduct
Rules. 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.
The Advance Service Fee Payments described in part (i) of the preceding
sentence may, at the Distributor's sole option, be made more often than
quarterly, and sooner than the end of the calendar quarter. In addition, the
Distributor may make asset-based sales charge payments to any Recipient
quarterly, or at such other interval as deemed appropriate by the
Distributor, within forty-five (45) days of the end of each calendar quarter
or other period, at a rate not to exceed 0.0375% (0.15% on an annual basis)
of the average during the period 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.
However, no such service fee or asset-based sales charge payments
(collectively, the "Recipient 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 decrease and thereafter adjust 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 increase or decrease the Minimum Holding
Period or the Minimum Qualified Holdings. The Distributor shall notify all
Recipients of the Minimum Qualified Holdings or Minimum Holding Period, if
any, and the rates of Recipient 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 if such affiliated
person qualifies as a Recipient.
(c) 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. 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 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 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 Shareholders) and state "blue sky" registration expenses; and (v)
providing any service rendered by the Distributor that a Recipient may render
pursuant to part (a) of this Section 3.
Such services include distribution assistance and administrative
support services rendered in connection with Shares acquired (i) by purchase,
(ii) in exchange for shares of another investment company for which the
Distributor serves as distributor or sub-distributor, or (iii) 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.
(d) 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.
(e) 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 to the Distributor exceed the rate
of fees to be paid by the Fund to the Distributor set forth in paragraph (a)
of this 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 Trust who
are not "interested persons" of the Fund or the Trust ("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 Trust
shall provide at least quarterly written reports to the Trust'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 A 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
Amended and Restated Plan has been approved by a vote of the Board and its
Independent Trustees cast in person at a meeting called on October 3, 2005
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 from year to year from the date first set forth above 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 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. 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 shares. In
the event of such termination, the Board and its Independent Trustees shall
determine whether the Distributor is 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 Trust and 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
Trust and the Fund.
Xxxxxxxxxxx Quest Balanced Fund, a Series
of
Xxxxxxxxxxx Quest For Value Funds
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
