AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Xxxxxxxxxxx Xxxx Xxxxxx Xxxxxxxxxxx Xxxx(X)
This Amended and Restated Distribution and Service Plan and
Agreement (the "Plan") is dated as of the 23rd day of
February, 2004, by and between Xxxxxxxxxxx Xxxx Xxxxxx
Xxxxxxxxxxx Xxxx(X)(xxx "Fund") and OppenheimerFunds
Distributor, Inc. (the "Distributor"). This Amended and
Restated Distribution and Service Plan and Agreement
replaces the Distribution and Service Plan and Agreement
for Class C shares dated June 27, 2000.
1. The Plan. This Plan is the Fund's written
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distribution and service plan for Class C shares of the
Fund (the "Shares"), contemplated by 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
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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 0000 Xxx) 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
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Administrative Support Services.
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(a) Payments to the Distributor. In consideration
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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.
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Within forty-five (45) days of the end of each calendar
quarter, the Fund will make payments in the aggregate
amount of 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
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Sales Charge). Within ten (10) days of the end of each
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month, the Fund will make payments in the aggregate amount
of 0.0625% (0.75% on an annual basis) of the average during
the month of the aggregate net asset value of Shares
computed as of the close of each business day (the
"Asset-Based Sales Charge"). Such 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
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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 0000
Xxx) 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
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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 0.0625% (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
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Sales Charge) Payments. Irrespective of whichever
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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 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
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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
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of the Fund shall provide written reports to the Fund's
Board for its review, detailing the aggregate amount of
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
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Plan shall be in writing and shall provide that: (i) such
agreement may be terminated at any time, without payment of
any penalty, by a vote of a majority of the Independent
Trustees or by a vote of the holders of a "majority" (as
defined in the 0000 Xxx) of the Fund's outstanding 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
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Amendment. This Amended and Restated Plan has been
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approved by a vote of the Board and of its Independent
Trustees and replaces the Fund's prior Distribution and
Service Plan and Agreement for Class C shares. 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 0000 Xxx) of
the Fund's outstanding Class C voting shares. In the event
of such termination, the Board and its Independent Trustees
shall determine whether the Distributor shall be entitled
to payment from the Fund of all or a portion of the Service
Fee and/or the Asset-Based Sales Charge in respect of
Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The
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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.
Xxxxxxxxxxx Main Street Opportunity Fund
By: /s/ Xxxxxx X. Zack_____________
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Xxxxxx X. Xxxx
Vice President and Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxxxx X. Ives____________
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Xxxxxxxx X. Xxxx
Vice President and Assistant Secretary
