AMENDED AND RESTATED SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Main Street(R)Growth & Income Fund
This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 23rd day of April, 2002, by and
between Xxxxxxxxxxx Main Street(R)Growth & Income Fund (the "Fund") 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
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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:
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(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 Directors (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 Directors") 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.
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 Directors.
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 Directors 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 Directors. While this Plan is in effect, the selection or replacement of Independent
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Directors and the nomination of those persons to be Directors of the Fund who are not "interested persons" of the Fund
shall be committed to the discretion of the Independent Directors. Nothing herein shall prevent the Independent
Directors 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 Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall provide at least quarterly a written
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report to the Fund's Board for its review, detailing the amount of all payments made pursuant to this Plan, the identity
of the Recipient of each such payment, 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
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agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the Independent
Directors 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 Directors 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
Directors 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
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Directors cast in person at a meeting called on April 23, 2002 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 Directors 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 Directors 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 Directors.
Xxxxxxxxxxx Main Street(R)Growth & Income Fund
By: _____________________________
Xxxxxx X. Xxxx
Vice President and Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________________
Xxxxxxxxx X. Xxxx
Vice President
