Exhibit 23(n)
OPPENHEIMER FUNDS MULTIPLE CLASS PLAN
March 18, 1996 (as updated through 8/22/00)
1. The Plan. This Plan is the written multiple class plan for each of (i) the
open-end management investment companies and (ii) the closed-end management
investment company or companies permitted by exemptive order to offer multiple
classes of shares on the proviso that they comply with the Rule (as defined
below) (individually a "Fund" and collectively the "Funds"), named on Exhibit A
hereto, which exhibit may be revised from time to time, for OppenheimerFunds
Distributor, Inc. (the "Distributor"), the general distributor of shares of the
Funds and for OppenheimerFunds, Inc. (the "Advisor"), the investment advisor of
the Funds. In instances where such investment companies issue shares
representing interests in different portfolios ("Series"), the term "Fund" and
"Funds" shall separately refer to each Series. It is the written plan
contemplated by Rule 18f-3 (the "Rule") under the Investment Company Act of 1940
(the "1940 Act"), pursuant to which the Funds may issue multiple classes of
shares. The terms and provisions of this Plan shall be interpreted and defined
in a manner consistent with the provisions and definitions contained in the
Rule. 2. Similarities and Differences Among Classes. Each Fund offering shares
of more than one class agrees that each class of that Fund:
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(1)(i) shall have any service plan or distribution and service plan ("12b-1
Plan") apply separately to any class whose shares are subject to such Plan, and
such class shall pay all of the expenses incurred pursuant to that arrangement;
and (ii) may pay a different share of expenses ("Class Expenses") if such
expenses are actually incurred in a different amount by that class, or if the
class receives services of a different kind or to a different degree than that
of other classes. Class Expenses are those expenses specifically attributable to
the particular class of shares, namely (a) 12b-1 Plan fees, (b) transfer and
shareholder servicing agent fees and administrative service fees, (c)
shareholder meeting expenses, (d) SEC registration fees for Funds organized as
corporations and (e) any other incremental expenses subsequently identified that
should be allocated to one class which shall be approved by a vote of that
Fund's Board of Directors, Trustees or Managing General Partners (the
"Directors"). Expenses identified in Items (c) through (e) may involve issues
relating either to a specific class or to the entire Fund; such expenses
constitute Class Expenses only when they are attributable to a specific class.
Because Class Expenses may be accrued at different rates for each class of a
single Fund, dividends distributable to shareholders and net asset values per
share may differ for shares of different classes of the same Fund.
(2) shall have exclusive voting rights on any matters that relate solely to that
class's arrangements, including without limitation voting with respect to a
12b-1 Plan for that class; (3) shall have separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class; (4) may have a different arrangement for
shareholder services, including different sales charges, sales charge waivers,
purchase and redemption features, exchange privileges, loan privileges, the
availability of certificated shares and/or conversion features; and (5) shall
have in all other respects the same rights and obligations as each other class.
3. Allocations of Income, Capital Gains and Losses and Expenses. The
methodologies and procedures for allocating expenses, as set forth in
"Methodology for Net Asset Value (NAV) and Dividend and Distribution
Determinations for Oppenheimer Funds with Multiple Classes of Shares" are
re-approved. Income, realized and unrealized capital gains and losses, and
expenses of each Fund other than Class Expenses allocated to a particular class
shall be allocated to each class on the basis of the net asset value of that
class in relation to the net asset value of that Fund, except as follows: For
Funds operating under 1940 Act Rule 2a-7, and for other Funds that declare
dividends from net investment income on a daily basis, such allocations shall be
made on the basis of relative net assets (settled shares) [net assets valued in
accordance with generally accepted accounting principles but excluding the value
of subscriptions receivable] in relation to the net assets of that Fund.
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4. Expense Waivers and Reimbursements. From time to time the Advisor may
voluntarily undertake to (i) waive any portion of the management fee charged to
a Fund, and/or (ii) reimburse any portion of the expenses of a Fund or of one or
more of its classes, but is not required to do so or to continue to do so for
any period of time. The quarterly report by the Advisor to the Directors of Fund
expense reimbursements shall disclose any reimbursements that are not equal for
all classes of the same Fund.
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5. Conversions of Shares. Any Fund may offer a conversion feature whereby shares
of one class ("Purchase Class Shares") will convert automatically to shares of
another class ("Target Class Shares") of that Fund, after being held for a
requisite period ("Matured Purchase Class Shares"), pursuant to the terms and
conditions of that Fund's Prospectus and/or Statement of Additional Information.
Such terms and conditions may provide for that time period to vary for Purchase
Class Shares afforded different shareholder privileges or other features. Upon
conversion of Matured Purchase Class Shares, all Purchase Class Shares of that
Fund acquired by reinvestment of dividends or distributions of such Matured
Purchase Class Shares shall also be converted at that time. Purchase Class
Shares will convert into Target Class Shares of that Fund on the basis of the
relative net asset values of the two classes, without the imposition of any
sales load, fee or other charge. The conversion feature shall be offered for so
long as (i) the expenses to which Target Class Shares of a Fund are subject,
including payments authorized under that Fund's Target Class 12b-1 plan, are not
higher than the expenses of Purchase Class Shares of that Fund, including
payments authorized under that Fund's Purchase Class 12b-1 plan; (ii) there
continues to be available a ruling from the Internal Revenue Service ("IRS")
revenue procedure or other IRS ruling or regulation, or an opinion of counsel or
of an opinion of an auditing firm serving as tax adviser, to the effect that the
conversion of Purchase Class Shares to Target Class Shares does not constitute a
taxable event for the holder; and (iii) if the amount of expenses to which
Target Class Shares of a Fund are subject, including payments authorized under
that Fund's Target Class 12b-1 plan, is increased materially without approval of
the shareholders of Purchase Class Shares of that Fund, that Fund will establish
a new class of shares ("New Target Class Shares") and shall take such other
action as is necessary to provide that existing Purchase Class Shares are
exchanged or converted into New Target Class Shares, identical in all material
respects to Target Class Shares as they existed prior to implementation of the
proposal to increase expenses, no later than the date such shares previously
were scheduled to convert into Target Class Shares.
6. Disclosure. The classes of shares to be offered by each Fund, and the
initial, asset-based or contingent deferred sales charges and other material
distribution arrangements with respect to such classes, shall be disclosed in
the prospectus and/or statement of additional information used to offer that
class of shares. Such prospectus or statement of additional information shall be
supplemented or amended to reflect any change(s) in classes of shares to be
offered or in the material distribution arrangements with respect to such
classes.
7. Independent Audit. The methodology and procedures for calculating the net
asset value, dividends and distributions of each class shall be reviewed by an
independent auditing firm (the "Expert"). At least annually, the Expert, or an
appropriate substitute expert, will render a report to the Funds on policies and
procedures placed in operation and tests of operating effectiveness as defined
and described in SAS 70 of the AICPA. 8. Offers and Sales of Shares. The
Distributor will maintain compliance standards as to when each class of shares
may appropriately be sold to particular investors, and will require all persons
selling shares of the Funds to agree to conform to such standards.
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9. Rule 12b-1 Payments. The Treasurer of each Fund shall provide to the
Directors of that Fund, and the Directors shall review, at least quarterly, the
written report required by that Fund's 12b-1 Plan, if any. The report shall
include information on (i) the amounts expended pursuant to the 12b-1 Plan, (ii)
the purposes for which such expenditures were made and (iii) the amount of the
Distributor's unreimbursed distribution costs (if recovery of such costs in
future periods is permitted by that 12b-1 Plan), taking into account 12b-1 Plan
payments and contingent deferred sales charges paid to the Distributor.
10. Conflicts. On an ongoing basis, the Directors of the Funds, pursuant to
their fiduciary responsibilities under the 1940 Act and otherwise, will monitor
the Funds for the existence of any material conflicts among the interests of the
classes. The Advisor and the Distributor will be responsible for reporting any
potential or existing conflicts to the Directors. In the event a conflict
arises, the Directors shall take such action as they deem appropriate. 11.
Effectiveness and Amendment. This Plan takes effect for each Fund as of the date
of adoption shown below for that Fund, whereupon the open-end Funds are released
from the terms and conditions contained in their respective exemptive
applications pursuant to which orders were issued exempting the respective Funds
from the provisions of Sections 2(a)(32), 2(a)(35), 18(f), 18(g), 18(i), 22(c)
and 22(d) of the 1940 Act and Rule 22c-1 thereunder, or from their respective
previous multiple class plan.1 This Plan has been approved by a majority vote of
the Board of each Fund and of each Fund's Board members who are not "interested
persons" (as defined in the 1940 Act) and who have no direct or indirect
financial interest in the operation of the Plan or any agreements relating to
the Plan (the "Independent Trustees") of each Fund at meetings called for (i)
the Denver Oppenheimer Funds listed on Exhibit A on October 24, 1995, (ii) the
New York Oppenheimer Funds listed on Exhibit A on October 5, 1995, (iii) the
Quest Oppenheimer Funds listed on Exhibit A on November 28, 1995, (iv) the
Rochester Oppenheimer Funds listed on Exhibit A on January 10, 1996, and (v) the
Connecticut Mutual Oppenheimer Funds listed in Exhibit A on February 26, 1996,
to take effect March 18, 1996, in each case for the purpose of voting on this
Plan. Prior to that vote, (i) each Board was furnished by the methodology used
for net asset value and dividend and distribution determinations for the Funds,
and (ii) majority of each Board and its Independent Trustees determined that the
Plan as proposed to be adopted, including the expense allocation, is in the best
interests of each Fund as a whole and to each class of each Fund individually.
Thereafter, this Plan has been approved at least annually by a majority of each
Board of the Oppenheimer Funds listed on Exhibit A hereto, including a majority
of the Independent Trustees of such Funds. Prior to any material amendment to
the Plan, each Board shall request and evaluate, and the Distributor shall
furnish, such information as may be reasonably necessary to evaluate such
amendment, and a majority of each Board and its Independent Trustees shall find
that the Plan as proposed to be amended, including the expense allocation, is in
the best interest of each class, each Fund as a whole and each class of each
Fund individually. No material amendment to the Plan shall be made by any Fund's
Prospectus or Statement of Additional Information or an supplement to either of
the foregoing, unless such amendment has first been approved by a majority of
the Fund's Board and its Independent Trustees. 12. Disclaimer of Shareholder and
Trustee Liability. The Distributor understands that the obligations under this
Plan of each Fund that is organized as a Massachusetts business trust are not
binding upon any Trustee or shareholder of such Fund personally, but bind only
that Fund and the Fund's property. The Distributor represents that it has notice
of the provisions of the Declarations of Trust of such Funds disclaiming
shareholder and Trustee liability for acts or obligations of the Funds.
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1 Oppenheimer Management Corp. et al., Release IC-19821, 10/28/93 (notice) and
Release IC-19894, 11/23/93 ------ (order), and Quest for Value Fund, Inc. et
al., Release IC-19605, 7/30/93 (notice) and Release IC-19656, 8/25/93 ------
(order); Rochester Funds Multiple Class Plan; Connecticut Mutual Funds Multiple
Class Plan.
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Initially approved by the Boards of the Denver Oppenheimer Funds on October 24,
1995, and most recently approved by those Boards on August 22, 2000.
/s/ Andrew J. Donohue
-------------------------------
Andrew J. Donohue, Vice President
& Secretary
Denver Oppenheimer Funds
Initially approved by the Boards of the New York Oppenheimer Funds on October 5,
1995, and most recently approved by those Boards on August 3, 2000.
/s/ Andrew J. Donohue
-------------------------------
Andrew J. Donohue, Secretary
New York Oppenheimer Funds
Initially approved by the Boards of the Oppenheimer Quest/MidCap Funds on
November 28, 1995, and most recently approved by those Boards on August 1, 2000.
/s/ Andrew J. Donohue
-------------------------------
Andrew J. Donohue, Secretary
Oppenheimer Quest/MidCap Funds
Initially approved by the Boards of the Oppenheimer Rochester Funds on January
10, 1996, and most recently approved by those Boards on August 1, 2000.
/s/ Andrew J. Donohue
-------------------------------
Andrew J. Donohue, Secretary
Oppenheimer Rochester Funds
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Exhibit A
1. Denver Oppenheimer Funds
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Capital Income Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Integrity Funds (consisting of the following series):
Oppenheimer Bond Fund
Oppenheimer International Bond Fund
Oppenheimer High Yield Fund
Oppenheimer Main Street Funds, Inc.
(consisting of the following 2 series):
Oppenheimer Main Street Growth & Income Fund
Oppenheimer Main Street California Municipal Fund
Oppenheimer Main Street Small Cap Fund (7/2/99)
Oppenheimer Main Street Opportunity Fund (8/22/00)
Oppenheimer Strategic Income Fund
Oppenheimer Municipal Fund
(consisting of the following 2 series):
Oppenheimer Insured Municipal Fund
Oppenheimer Intermediate Municipal Fund
Oppenheimer Real Asset Fund (3/31/97)
Oppenheimer Senior Floating Rate Fund (8/24/99)
Oppenheimer Total Return Fund, Inc.
Oppenheimer Variable Account Funds (2/24/98)
(consisting of the following 10 series): Oppenheimer
Aggressive Growth Fund/VA Oppenheimer Bond Fund/VA
Oppenheimer Capital Appreciation Fund/VA Oppenheimer
Global Securities Fund/VA Oppenheimer High Income
Fund/VA Oppenheimer Main Street Growth & Income
Fund/VA Oppenheimer Money Fund/VA Oppenheimer
Multiple Strategies Fund/VA Oppenheimer Small Cap
Growth Fund/VA Oppenheimer Strategic Bond Fund/VA
Centennial Money Market Trust (4/27/99)
2. New York Oppenheimer Funds Oppenheimer California Municipal Fund Oppenheimer
Capital Appreciation Fund Oppenheimer Capital Preservation Fund Oppenheimer
Developing Markets Fund (11/18/96) Oppenheimer Discovery Fund Oppenheimer
Emerging Technologies Fund (4/25/00) Oppenheimer Enterprise Fund (11/7/95)
Oppenheimer Europe Fund (3/1/99) Oppenheimer Global Fund Oppenheimer Global
Growth & Income Fund Oppenheimer Gold & Special Minerals Fund Oppenheimer Growth
Fund Oppenheimer International Growth Fund (3/25/96)
Oppenheimer International Small Company Fund (11/17/97)
Oppenheimer Large Cap Growth Fund (12/17/98)
Oppenheimer Money Market Fund, Inc. (4/2/98)
Oppenheimer Multiple Strategies Fund
Oppenheimer Multi-State Municipal Trust
(consisting of the following 3 series):
Oppenheimer Florida Municipal Fund
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Trinity Core Fund Oppenheimer Trinity Growth Fund Oppenheimer
Trinity Value Fund Oppenheimer Municipal Bond Fund Oppenheimer New York
Municipal Fund Oppenheimer Series Fund, Inc.
(consisting of the following 2 series:)
Oppenheimer Disciplined Allocation Fund
Oppenheimer Disciplined Value Fund
Oppenheimer U.S. Government Trust
Oppenheimer World Bond Fund (4/24/98)
3. Oppenheimer Quest/MidCap Funds
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Quest for Value Funds
(consisting of the following 3 series:)
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Quest Small Cap Fund
Oppenheimer Quest Balanced Value Fund
Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer MidCap Fund (12/1/97)
4. Oppenheimer Rochester Funds
Bond Fund Series - Oppenheimer Convertible Securities Fund
Rochester Fund Municipals
Rochester Portfolio Series - Limited Term New York Municipal Fund
ofmi\18fplanoo
