AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Main Street Small Cap Fund(R)
This Amended and Restated SERVICE PLAN AND AGREEMENT (the
"Plan") is dated as of the 26th day of April, 2004, by and
between Xxxxxxxxxxx Main Street Small Cap Fund (the "Fund")
and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written service plan
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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
NASD, 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
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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 0000 Xxx) and who have no direct or
indirect financial interest in the operation of this
Plan or in any agreements relating to this Plan (the
"Independent Trustees") may remove any broker, dealer,
bank or other 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 0000 Xxx) 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
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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
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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
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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 0000 Xxx) 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
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Amendment. This Plan has been approved by a vote of the
Independent Trustees cast in person at a meeting called on
April 26, 2004 for the purpose of voting on this Plan.
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 0000 Xxx) 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
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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 Small Cap Fund(R)
By: _____________________
Xxxxxx X. Xxxx
Vice President and Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________
Xxxxx X. Xxxx
President
