Oppenheimer Principal Protected Trust Iii Sample Contracts

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Distribution Agreement • December 5th, 2006 • Oppenheimer Principal Protected Trust Iii
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT With OppenheimerFunds Distributor, Inc. For Class C Shares of
Distribution Agreement • December 23rd, 2011 • Oppenheimer Principal Protected Trust Iii

This Amended and Restated Distribution and Service Plan and Agreement (the “Plan”) is dated as of the 30th day of June, 2011, by and between Oppenheimer Principal Protected Main Street Fund III® (the “Fund”) and OppenheimerFunds Distributor, Inc. (the “Distributor”).

AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
Distribution Agreement • December 5th, 2006 • Oppenheimer Principal Protected Trust Iii
BETWEEN
General Distributor's Agreement • October 4th, 2004 • Oppenheimer Principal Protected Trust Iii
AMENDED AND RESTATED SERVICE PLAN AND AGREEMENT with OppenheimerFunds Distributor, Inc. For Class A Shares of Oppenheimer Principal Protected Main Street Fund III® a series of Oppenheimer Principal Protected Trust III
Service Plan and Agreement • December 23rd, 2011 • Oppenheimer Principal Protected Trust Iii

This Amended and Restated Service Plan and Agreement (the “Plan”) is dated as of the 30th day of June, 2011, by and between Oppenheimer Principal Protected Main Street Fund III® (the “Fund”) and OppenheimerFunds Distributor, Inc. (the “Distributor”).

FINANCIAL WARRANTY AGREEMENT
Financial Warranty Agreement • October 25th, 2005 • Oppenheimer Principal Protected Trust Iii • Utah
AMENDED AND RESTATED SERVICE AGREEMENT
Service Agreement • December 28th, 2009 • Oppenheimer Principal Protected Trust Iii • New York

Amended and Restated Service Agreement, dated as of June 30, 2009 (this “Agreement”) among OppenheimerFunds, Inc. (the “Adviser”), Oppenheimer Principal Protected Trust III (the “Trust”) on behalf of its series, Oppenheimer Principal Protected Main Street Fund III (the “Fund”), J.P. Morgan Chase Bank (the “Custodian”) and Main Place Funding, LLC (the “Warranty Provider”).

ASSIGNMENT AND CONSENT AGREEMENT
Assignment and Consent Agreement • December 28th, 2009 • Oppenheimer Principal Protected Trust Iii • New York

THIS ASSIGNMENT AND CONSENT AGREEMENT (this “Agreement”) is entered into on June 30, 2009, by and among OPPENHEIMER PRINCIPAL PROTECTED TRUST III, an open-end management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts (the “Trust”), on behalf of its series, OPPENHEIMER PRINCIPAL PROTECTED MAIN STREET FUND III (the “Fund”), OPPENHEIMERFUNDS, INC., a corporation organized under the laws of the State of Colorado (the “Adviser”), Merrill Lynch Bank USA, an industrial bank organized under the laws of the State of Utah (“Assignor”), and Main Place Funding, LLC, a limited liability company organized under the laws of the State of Delaware (“Assignee”).

AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
Distribution Agreement • December 5th, 2006 • Oppenheimer Principal Protected Trust Iii
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