SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 8th day of
December, 2004, by and between Active Allocation Fund (the "Fund"), a series
of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, and OppenheimerFunds Distributor, Inc. (the
"Distributor").
1. The Plan. This Plan is the Fund's written service plan for its Class A
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Shares described in the Fund's registration statement as of the date this
Plan takes effect, contemplated by and to comply with Rule 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc.,
pursuant to which the Fund will reimburse the Distributor for a portion of
its costs incurred in connection with the personal service and maintenance of
shareholder accounts ("Accounts") that hold Class A Shares (the "Shares") of
the Fund. The Fund may be deemed to be acting as distributor of securities
of which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering services and for the maintenance of
Accounts. Such Recipients are intended to have certain rights as third-party
beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
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following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with the personal
service and maintenance of Accounts; (ii) shall furnish the Distributor (on
behalf of the Fund) with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning such service; and
(iii) has been selected by the Distributor to receive payments under the
Plan. Notwithstanding the foregoing, a majority of the Fund's Board of
Trustees (the "Board") who are not "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) 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
brokerage or other customers, or investment advisory or other clients of such
Recipient and/or accounts as to which such Recipient is a fiduciary or
custodian or co-fiduciary or co-custodian (collectively, the "Customers"),
but in no event shall any such Shares be deemed owned by more than one
Recipient for purposes of this Plan. In the event that two entities would
otherwise qualify as Recipients as to the same Shares, the Recipient which is
the dealer of record on the Fund's books shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments.
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(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in the
amount of the lesser of: (i) 0.25% on an annual basis of the average during
the calendar quarter of the aggregate net asset value of the Shares, computed
as of the close of each business day, or (ii) the Distributor's actual
expenses under the Plan for that quarter of the type approved by the Board.
Notwithstanding the foregoing, the Fund will not make payments to the
Distributor in excess of the amount the Distributor pays to Recipients. The
Distributor will use such fee received from the Fund in its entirety to
reimburse itself for payments to Recipients and for its other expenditures
and costs of the type approved by the Board incurred in connection with the
personal service and maintenance of Accounts including, but not limited to,
the services described in the following paragraph. The Distributor may make
Plan payments to any "affiliated person" (as defined in the ▇▇▇▇ ▇▇▇) of the
Distributor if such affiliated person qualifies as a Recipient.
The services to be rendered by the Distributor and Recipients in
connection with the personal service and the maintenance of Accounts may
include, but shall not be limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund, providing such
customers with information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund, making
the Fund's investment plans and dividend payment options available, and
providing such other information and customer liaison services and the
maintenance of Accounts as the Distributor or the Fund may reasonably
request. It may be presumed that a Recipient has provided services
qualifying for compensation under the Plan if it has Qualified Holdings of
Shares to entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may not be
rendering appropriate services, then the Distributor, at the request of the
Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate services
in this regard. If the Distributor still is not satisfied, it may take
appropriate steps to terminate the Recipient's status as such under the Plan,
whereupon such entity's rights as a third-party beneficiary hereunder shall
terminate.
Payments received by the Distributor from the Fund under the Plan
will not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead by the Distributor, or for any
other purpose other than for the payments described in this Section 3. The
amount payable to the Distributor each quarter will be reduced to the extent
that reimbursement payments otherwise permissible under the Plan have not
been authorized by the Board for that quarter. Any unreimbursed expenses
incurred for any quarter by the Distributor may not be recovered in later
periods.
(b) The Distributor shall make payments to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, at a rate not to
exceed 0.25% on an annual basis of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the close of each
business day, of Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum amount ("Minimum
Qualified Holdings"), if any, to be set from time to time by a majority of
the Independent 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 0.25% on an annual basis of the average during the calendar
quarter of the aggregate net asset value of Shares, computed as of the close
of each business day, constituting Qualified Holdings owned beneficially or
of record by the Recipient or by its Customers for a period of more than one
(1) year. At the Distributor's sole option, Advance Service Fee Payments may
be made more often than quarterly, and sooner than the end of the calendar
quarter. In the event Shares are redeemed less than one year after the date
such Shares were sold, the Recipient is obligated to and will repay the
Distributor on demand a pro rata portion of such Advance Service Fee
Payments, based on the ratio of the time such Shares were held to one (1)
year.
A majority of the Independent 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 Recipient with
written notice within thirty (30) days after any change in these provisions.
Inclusion of such provisions or a change in such provisions in a revised
current prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may include
profits derived from the advisory fee it receives from the Fund), or (ii) by
the Distributor (a subsidiary of OFI), from its own resources.
4. Selection and Nomination of 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
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provide at least quarterly a written report to the Fund's Board for its
review, detailing the aggregate amount of payments made pursuant to this Plan
and the purposes for which the payments were made. The report shall state
whether all provisions of Section 3 of this Plan have been complied with.
The Distributor shall annually certify to the Board the amount of its total
expenses incurred that year with respect to the personal service and
maintenance of Accounts in conjunction with the Board's annual review of the
continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
-------------------
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 ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities of the Class, on
not more than sixty days written notice to any other party to the agreement;
(ii) such agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it shall go into effect when
approved by a vote of the Board and its Independent 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
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been approved by a vote of the Independent Trustees cast in person at a
meeting called on December 8, 2004 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 thereafter or as
the Board may otherwise determine only so long as such continuance is
specifically approved at least annually by the Board and its Independent
Trustees by a vote cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may be terminated at any time by vote
of a majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting
securities of Class A. This Plan may not be amended to increase materially
the amount of payments to be made without approval of the Class A
Shareholders, in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Trustees.
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
shareholder and Trustee liability for acts or obligations of the Fund.
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Active Allocation Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 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 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 ▇▇▇▇ ▇▇▇) 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 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 up to 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).
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Within ten (10) days of the end of each month, the Fund will make payments in
the aggregate amount of up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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)
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Payments. In its sole discretion and irrespective of whichever alternative
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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
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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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Active Allocation Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) ▇▇▇
▇▇▇▇ ▇▇▇, (▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 with respect to the payment of the Asset-Based Sales Charge
and/or the Service Fee (defined below), 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 up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class N Shares of
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Active Allocation Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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"), 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 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 ▇▇▇▇ ▇▇▇) 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 may make payments in the
aggregate amount of up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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
may 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. 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 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 ▇▇▇▇ ▇▇▇) 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 Board and of its Independent Trustees cast in
person at a meeting called on December 8, 2004 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 ▇▇▇▇ ▇▇▇) 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 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.
Active Allocation Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 8th day of
December, 2004, by and between Aggressive Investor Fund (the "Fund"), a
series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 registration statement as of the date this
Plan takes effect, contemplated by and to comply with Rule 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc.,
pursuant to which the Fund will reimburse the Distributor for a portion of
its costs incurred in connection with the personal service and maintenance of
shareholder accounts ("Accounts") that hold Class A Shares (the "Shares") of
the Fund. The Fund may be deemed to be acting as distributor of securities
of which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering services and for the maintenance of
Accounts. Such Recipients are intended to have certain rights as third-party
beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
-----------
following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with the personal
service and maintenance of Accounts; (ii) shall furnish the Distributor (on
behalf of the Fund) with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning such service; and
(iii) has been selected by the Distributor to receive payments under the
Plan. Notwithstanding the foregoing, a majority of the Fund's Board of
Trustees (the "Board") who are not "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) 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
brokerage or other customers, or investment advisory or other clients of such
Recipient and/or accounts as to which such Recipient is a fiduciary or
custodian or co-fiduciary or co-custodian (collectively, the "Customers"),
but in no event shall any such Shares be deemed owned by more than one
Recipient for purposes of this Plan. In the event that two entities would
otherwise qualify as Recipients as to the same Shares, the Recipient which is
the dealer of record on the Fund's books shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments.
---------
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in the
amount of the lesser of: (i) 0.25% on an annual basis of the average during
the calendar quarter of the aggregate net asset value of the Shares, computed
as of the close of each business day, or (ii) the Distributor's actual
expenses under the Plan for that quarter of the type approved by the Board.
Notwithstanding the foregoing, the Fund will not make payments to the
Distributor in excess of the amount the Distributor pays to Recipients. The
Distributor will use such fee received from the Fund in its entirety to
reimburse itself for payments to Recipients and for its other expenditures
and costs of the type approved by the Board incurred in connection with the
personal service and maintenance of Accounts including, but not limited to,
the services described in the following paragraph. The Distributor may make
Plan payments to any "affiliated person" (as defined in the ▇▇▇▇ ▇▇▇) of the
Distributor if such affiliated person qualifies as a Recipient.
The services to be rendered by the Distributor and Recipients in
connection with the personal service and the maintenance of Accounts may
include, but shall not be limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund, providing such
customers with information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund, making
the Fund's investment plans and dividend payment options available, and
providing such other information and customer liaison services and the
maintenance of Accounts as the Distributor or the Fund may reasonably
request. It may be presumed that a Recipient has provided services
qualifying for compensation under the Plan if it has Qualified Holdings of
Shares to entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may not be
rendering appropriate services, then the Distributor, at the request of the
Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate services
in this regard. If the Distributor still is not satisfied, it may take
appropriate steps to terminate the Recipient's status as such under the Plan,
whereupon such entity's rights as a third-party beneficiary hereunder shall
terminate.
Payments received by the Distributor from the Fund under the Plan
will not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead by the Distributor, or for any
other purpose other than for the payments described in this Section 3. The
amount payable to the Distributor each quarter will be reduced to the extent
that reimbursement payments otherwise permissible under the Plan have not
been authorized by the Board for that quarter. Any unreimbursed expenses
incurred for any quarter by the Distributor may not be recovered in later
periods.
(b) The Distributor shall make payments to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, at a rate not to
exceed 0.25% on an annual basis of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the close of each
business day, of Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum amount ("Minimum
Qualified Holdings"), if any, to be set from time to time by a majority of
the Independent 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 0.25% on an annual basis of the average during the calendar
quarter of the aggregate net asset value of Shares, computed as of the close
of each business day, constituting Qualified Holdings owned beneficially or
of record by the Recipient or by its Customers for a period of more than one
(1) year. At the Distributor's sole option, Advance Service Fee Payments may
be made more often than quarterly, and sooner than the end of the calendar
quarter. In the event Shares are redeemed less than one year after the date
such Shares were sold, the Recipient is obligated to and will repay the
Distributor on demand a pro rata portion of such Advance Service Fee
Payments, based on the ratio of the time such Shares were held to one (1)
year.
A majority of the Independent 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 Recipient with
written notice within thirty (30) days after any change in these provisions.
Inclusion of such provisions or a change in such provisions in a revised
current prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may include
profits derived from the advisory fee it receives from the Fund), or (ii) by
the Distributor (a subsidiary of OFI), from its own resources.
4. Selection and Nomination of 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 written report to the Fund's Board for its
review, detailing the aggregate amount of payments made pursuant to this Plan
and the purposes for which the payments were made. The report shall state
whether all provisions of Section 3 of this Plan have been complied with.
The Distributor shall annually certify to the Board the amount of its total
expenses incurred that year with respect to the personal service and
maintenance of Accounts in conjunction with the Board's annual review of the
continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
-------------------
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 ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities of the Class, on
not more than sixty days written notice to any other party to the agreement;
(ii) such agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it shall go into effect when
approved by a vote of the Board and its Independent 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 December 8, 2004 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 thereafter or as
the Board may otherwise determine only so long as such continuance is
specifically approved at least annually by the Board and its Independent
Trustees by a vote cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may be terminated at any time by vote
of a majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting
securities of Class A. This Plan may not be amended to increase materially
the amount of payments to be made without approval of the Class A
Shareholders, in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Trustees.
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
shareholder and Trustee liability for acts or obligations of the Fund.
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Aggressive Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 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 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 ▇▇▇▇ ▇▇▇) 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 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 up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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 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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Aggressive Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) ▇▇▇
▇▇▇▇ ▇▇▇, (▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 with respect to the payment of the Asset-Based Sales Charge
and/or the Service Fee (defined below), 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 up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class N Shares of
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Aggressive Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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"), 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 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 ▇▇▇▇ ▇▇▇) 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 may make payments in the
aggregate amount of up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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
may 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. 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 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 ▇▇▇▇ ▇▇▇) 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 Board and of its Independent Trustees cast in
person at a meeting called on December 8, 2004 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 ▇▇▇▇ ▇▇▇) 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 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.
Aggressive Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
President
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 8th day of
December, 2004, by and between Conservative Investor Fund (the "Fund"), a
series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 registration statement as of the date this
Plan takes effect, contemplated by and to comply with Rule 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc.,
pursuant to which the Fund will reimburse the Distributor for a portion of
its costs incurred in connection with the personal service and maintenance of
shareholder accounts ("Accounts") that hold Class A Shares (the "Shares") of
the Fund. The Fund may be deemed to be acting as distributor of securities
of which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering services and for the maintenance of
Accounts. Such Recipients are intended to have certain rights as third-party
beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
-----------
following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with the personal
service and maintenance of Accounts; (ii) shall furnish the Distributor (on
behalf of the Fund) with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning such service; and
(iii) has been selected by the Distributor to receive payments under the
Plan. Notwithstanding the foregoing, a majority of the Fund's Board of
Trustees (the "Board") who are not "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) 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
brokerage or other customers, or investment advisory or other clients of such
Recipient and/or accounts as to which such Recipient is a fiduciary or
custodian or co-fiduciary or co-custodian (collectively, the "Customers"),
but in no event shall any such Shares be deemed owned by more than one
Recipient for purposes of this Plan. In the event that two entities would
otherwise qualify as Recipients as to the same Shares, the Recipient which is
the dealer of record on the Fund's books shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments.
---------
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in the
amount of the lesser of: (i) 0.25% on an annual basis of the average during
the calendar quarter of the aggregate net asset value of the Shares, computed
as of the close of each business day, or (ii) the Distributor's actual
expenses under the Plan for that quarter of the type approved by the Board.
Notwithstanding the foregoing, the Fund will not make payments to the
Distributor in excess of the amount the Distributor pays to Recipients. The
Distributor will use such fee received from the Fund in its entirety to
reimburse itself for payments to Recipients and for its other expenditures
and costs of the type approved by the Board incurred in connection with the
personal service and maintenance of Accounts including, but not limited to,
the services described in the following paragraph. The Distributor may make
Plan payments to any "affiliated person" (as defined in the ▇▇▇▇ ▇▇▇) of the
Distributor if such affiliated person qualifies as a Recipient.
The services to be rendered by the Distributor and Recipients in
connection with the personal service and the maintenance of Accounts may
include, but shall not be limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund, providing such
customers with information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund, making
the Fund's investment plans and dividend payment options available, and
providing such other information and customer liaison services and the
maintenance of Accounts as the Distributor or the Fund may reasonably
request. It may be presumed that a Recipient has provided services
qualifying for compensation under the Plan if it has Qualified Holdings of
Shares to entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may not be
rendering appropriate services, then the Distributor, at the request of the
Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate services
in this regard. If the Distributor still is not satisfied, it may take
appropriate steps to terminate the Recipient's status as such under the Plan,
whereupon such entity's rights as a third-party beneficiary hereunder shall
terminate.
Payments received by the Distributor from the Fund under the Plan
will not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead by the Distributor, or for any
other purpose other than for the payments described in this Section 3. The
amount payable to the Distributor each quarter will be reduced to the extent
that reimbursement payments otherwise permissible under the Plan have not
been authorized by the Board for that quarter. Any unreimbursed expenses
incurred for any quarter by the Distributor may not be recovered in later
periods.
(b) The Distributor shall make payments to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, at a rate not to
exceed 0.25% on an annual basis of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the close of each
business day, of Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum amount ("Minimum
Qualified Holdings"), if any, to be set from time to time by a majority of
the Independent 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 0.25% on an annual basis of the average during the calendar
quarter of the aggregate net asset value of Shares, computed as of the close
of each business day, constituting Qualified Holdings owned beneficially or
of record by the Recipient or by its Customers for a period of more than one
(1) year. At the Distributor's sole option, Advance Service Fee Payments may
be made more often than quarterly, and sooner than the end of the calendar
quarter. In the event Shares are redeemed less than one year after the date
such Shares were sold, the Recipient is obligated to and will repay the
Distributor on demand a pro rata portion of such Advance Service Fee
Payments, based on the ratio of the time such Shares were held to one (1)
year.
A majority of the Independent 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 Recipient with
written notice within thirty (30) days after any change in these provisions.
Inclusion of such provisions or a change in such provisions in a revised
current prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may include
profits derived from the advisory fee it receives from the Fund), or (ii) by
the Distributor (a subsidiary of OFI), from its own resources.
4. Selection and Nomination of 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 written report to the Fund's Board for its
review, detailing the aggregate amount of payments made pursuant to this Plan
and the purposes for which the payments were made. The report shall state
whether all provisions of Section 3 of this Plan have been complied with.
The Distributor shall annually certify to the Board the amount of its total
expenses incurred that year with respect to the personal service and
maintenance of Accounts in conjunction with the Board's annual review of the
continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
-------------------
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 ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities of the Class, on
not more than sixty days written notice to any other party to the agreement;
(ii) such agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it shall go into effect when
approved by a vote of the Board and its Independent 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 December 8, 2004 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 thereafter or as
the Board may otherwise determine only so long as such continuance is
specifically approved at least annually by the Board and its Independent
Trustees by a vote cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may be terminated at any time by vote
of a majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting
securities of Class A. This Plan may not be amended to increase materially
the amount of payments to be made without approval of the Class A
Shareholders, in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Trustees.
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
shareholder and Trustee liability for acts or obligations of the Fund.
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Conservative Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 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 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 ▇▇▇▇ ▇▇▇) 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 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 up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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 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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Conservative Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) ▇▇▇
▇▇▇▇ ▇▇▇, (▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 with respect to the payment of the Asset-Based Sales Charge
and/or the Service Fee (defined below), 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 up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class N Shares of
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Conservative Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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"), 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 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 ▇▇▇▇ ▇▇▇) 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 may make payments in the
aggregate amount of up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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
may 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. 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 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 ▇▇▇▇ ▇▇▇) 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 Board and of its Independent Trustees cast in
person at a meeting called on December 8, 2004 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 ▇▇▇▇ ▇▇▇) 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 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.
Conservative Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
President
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 8th day of
December, 2004, by and between Moderate Investor Fund (the "Fund"), a series
of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 registration statement as of the date this
Plan takes effect, contemplated by and to comply with Rule 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc.,
pursuant to which the Fund will reimburse the Distributor for a portion of
its costs incurred in connection with the personal service and maintenance of
shareholder accounts ("Accounts") that hold Class A Shares (the "Shares") of
the Fund. The Fund may be deemed to be acting as distributor of securities
of which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of this Plan.
The Distributor is authorized under the Plan to pay "Recipients," as
hereinafter defined, for rendering services and for the maintenance of
Accounts. Such Recipients are intended to have certain rights as third-party
beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
-----------
following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with the personal
service and maintenance of Accounts; (ii) shall furnish the Distributor (on
behalf of the Fund) with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning such service; and
(iii) has been selected by the Distributor to receive payments under the
Plan. Notwithstanding the foregoing, a majority of the Fund's Board of
Trustees (the "Board") who are not "interested persons" (as defined in the
▇▇▇▇ ▇▇▇) 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
brokerage or other customers, or investment advisory or other clients of such
Recipient and/or accounts as to which such Recipient is a fiduciary or
custodian or co-fiduciary or co-custodian (collectively, the "Customers"),
but in no event shall any such Shares be deemed owned by more than one
Recipient for purposes of this Plan. In the event that two entities would
otherwise qualify as Recipients as to the same Shares, the Recipient which is
the dealer of record on the Fund's books shall be deemed the Recipient as to
such Shares for purposes of this Plan.
3. Payments.
---------
(a) Under the Plan, the Fund will make payments to the Distributor,
within forty-five (45) days of the end of each calendar quarter, in the
amount of the lesser of: (i) 0.25% on an annual basis of the average during
the calendar quarter of the aggregate net asset value of the Shares, computed
as of the close of each business day, or (ii) the Distributor's actual
expenses under the Plan for that quarter of the type approved by the Board.
Notwithstanding the foregoing, the Fund will not make payments to the
Distributor in excess of the amount the Distributor pays to Recipients. The
Distributor will use such fee received from the Fund in its entirety to
reimburse itself for payments to Recipients and for its other expenditures
and costs of the type approved by the Board incurred in connection with the
personal service and maintenance of Accounts including, but not limited to,
the services described in the following paragraph. The Distributor may make
Plan payments to any "affiliated person" (as defined in the ▇▇▇▇ ▇▇▇) of the
Distributor if such affiliated person qualifies as a Recipient.
The services to be rendered by the Distributor and Recipients in
connection with the personal service and the maintenance of Accounts may
include, but shall not be limited to, the following: answering routine
inquiries from the Recipient's customers concerning the Fund, providing such
customers with information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund, making
the Fund's investment plans and dividend payment options available, and
providing such other information and customer liaison services and the
maintenance of Accounts as the Distributor or the Fund may reasonably
request. It may be presumed that a Recipient has provided services
qualifying for compensation under the Plan if it has Qualified Holdings of
Shares to entitle it to payments under the Plan. In the event that either
the Distributor or the Board should have reason to believe that,
notwithstanding the level of Qualified Holdings, a Recipient may not be
rendering appropriate services, then the Distributor, at the request of the
Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate services
in this regard. If the Distributor still is not satisfied, it may take
appropriate steps to terminate the Recipient's status as such under the Plan,
whereupon such entity's rights as a third-party beneficiary hereunder shall
terminate.
Payments received by the Distributor from the Fund under the Plan
will not be used to pay any interest expense, carrying charges or other
financial costs, or allocation of overhead by the Distributor, or for any
other purpose other than for the payments described in this Section 3. The
amount payable to the Distributor each quarter will be reduced to the extent
that reimbursement payments otherwise permissible under the Plan have not
been authorized by the Board for that quarter. Any unreimbursed expenses
incurred for any quarter by the Distributor may not be recovered in later
periods.
(b) The Distributor shall make payments to any Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, at a rate not to
exceed 0.25% on an annual basis of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the close of each
business day, of Qualified Holdings owned beneficially or of record by the
Recipient or by its Customers. However, no such payments shall be made to
any Recipient for any such quarter in which its Qualified Holdings do not
equal or exceed, at the end of such quarter, the minimum amount ("Minimum
Qualified Holdings"), if any, to be set from time to time by a majority of
the Independent 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 0.25% on an annual basis of the average during the calendar
quarter of the aggregate net asset value of Shares, computed as of the close
of each business day, constituting Qualified Holdings owned beneficially or
of record by the Recipient or by its Customers for a period of more than one
(1) year. At the Distributor's sole option, Advance Service Fee Payments may
be made more often than quarterly, and sooner than the end of the calendar
quarter. In the event Shares are redeemed less than one year after the date
such Shares were sold, the Recipient is obligated to and will repay the
Distributor on demand a pro rata portion of such Advance Service Fee
Payments, based on the ratio of the time such Shares were held to one (1)
year.
A majority of the Independent 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 Recipient with
written notice within thirty (30) days after any change in these provisions.
Inclusion of such provisions or a change in such provisions in a revised
current prospectus shall constitute sufficient notice.
(c) Under the Plan, payments may be made to Recipients: (i) by
OppenheimerFunds, Inc. ("OFI") from its own resources (which may include
profits derived from the advisory fee it receives from the Fund), or (ii) by
the Distributor (a subsidiary of OFI), from its own resources.
4. Selection and Nomination of 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 written report to the Fund's Board for its
review, detailing the aggregate amount of payments made pursuant to this Plan
and the purposes for which the payments were made. The report shall state
whether all provisions of Section 3 of this Plan have been complied with.
The Distributor shall annually certify to the Board the amount of its total
expenses incurred that year with respect to the personal service and
maintenance of Accounts in conjunction with the Board's annual review of the
continuation of the Plan.
6. Related Agreements. Any agreement related to this Plan shall be in
-------------------
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 ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting securities of the Class, on
not more than sixty days written notice to any other party to the agreement;
(ii) such agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it shall go into effect when
approved by a vote of the Board and its Independent 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 December 8, 2004 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 thereafter or as
the Board may otherwise determine only so long as such continuance is
specifically approved at least annually by the Board and its Independent
Trustees by a vote cast in person at a meeting called for the purpose of
voting on such continuance. This Plan may be terminated at any time by vote
of a majority of the Independent Trustees or by the vote of the holders of a
"majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding voting
securities of Class A. This Plan may not be amended to increase materially
the amount of payments to be made without approval of the Class A
Shareholders, in the manner described above, and all material amendments must
be approved by a vote of the Board and of the Independent Trustees.
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
shareholder and Trustee liability for acts or obligations of the Fund.
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Moderate Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 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 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 ▇▇▇▇ ▇▇▇) 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 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 up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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 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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
President
Distribution and Service Plan and Agreement
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Moderate Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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 ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) ▇▇▇
▇▇▇▇ ▇▇▇, (▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 with respect to the payment of the Asset-Based Sales Charge
and/or the Service Fee (defined below), 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 up to 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
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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 ▇▇▇▇ ▇▇▇) 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 0.25% 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 0.25% 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
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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 ▇▇▇▇ ▇▇▇) 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 December 8, 2004 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 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 ▇▇▇▇ ▇▇▇) 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.
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------
▇▇▇▇▇ ▇. ▇▇▇▇
President
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class N Shares of
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
This Distribution and Service Plan and Agreement (the "Plan") is dated as of
the 8th day of December, 2004, by and between Moderate Investor Fund (the
"Fund"), a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series, 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"), 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 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 ▇▇▇▇ ▇▇▇) 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 may make payments in the
aggregate amount of up to 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 up to 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 ▇▇▇▇ ▇▇▇) 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
may 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. 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 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
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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
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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 ▇▇▇▇ ▇▇▇) 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
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been approved by a vote of the Board and of its Independent Trustees cast in
person at a meeting called on December 8, 2004 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 ▇▇▇▇ ▇▇▇) 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 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.
Moderate Investor Fund,
a series of ▇▇▇▇▇▇▇▇▇▇▇ Portfolio Series
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds Distributor, Inc
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
President