XXXXXXXXXXX MAIN STREET GROWTH & INCOME FUND
A series of Xxxxxxxxxxx Main Street Funds, Inc.
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B shares of
Xxxxxxxxxxx Main Street Growth & Income Fund
This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 30th day of March, 2001, by
and between Xxxxxxxxxxx Main Street Funds, Inc. on behalf of its series, Xxxxxxxxxxx Main Street Growth & Income
Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service plan for Class B shares of the Fund
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(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 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 terms shall have the following meanings:
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(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 Directors" shall mean the members of the Fund's Board of Directors 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, 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 Administrative Support Services.
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(a) Payments to the Distributor. In consideration of the payments made by the Fund to the
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Distributor under this Plan, the Distributor shall provide administrative support services and distribution
assistance 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 Services Fees. Within forty-five (45) days of the end of each
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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 Sales Charge). Within ten (10) days of the end
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of each 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") outstanding until such Shares are redeemed or converted to another class of
shares of the Fund, provided however, that a majority of the Independent Directors may, but are not obligated to,
set a time period (the "Fund Maximum Holding Period") from time to time for making such payments. 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 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")).
(b) Payments to Recipients. The Distributor is authorized under the Plan to pay Recipients (1)
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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 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, that may be set
from time to time by a majority of the Independent Directors. 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.
(i) Service Fee. In consideration of the administrative support services provided by a
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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 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: (i)
"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 (ii) 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, the
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 Fees (Asset-Based Sales Charge) Payments. In its sole
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discretion and irrespective of whichever alternative method of making service fee payments to Recipients is
selected by the Distributor, in addition the Distributor may make distribution assistance fee payments to a
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 until such Shares are redeemed or converted to another class of shares
of the Fund, provided however, that a majority of the Independent Directors may, but are not obligated, to set a
time period (the "Recipient Maximum Holding Period") for making such payments. 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 Directors may at any time or from time to time 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 direct the Distributor to set, eliminate or modify any Minimum Holding Period, Minimum
Qualified Holdings, Fund Maximum Holding Period and/or Recipient Maximum Holding Period, and/or to provide for
split requirements so that different time periods apply to shares afforded different shareholder privileges or
other features, including without limitation, different Minimum Holding Periods, Fund Maximum Holding Periods
and/or Recipient Maximum Holding Periods for shares held subject to systematic withdrawal plans. The Distributor
shall notify all Recipients of any Minimum Holding Period, Minimum Qualified Holdings, Fund Maximum Holding
Periods and/or Recipient Maximum 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 revised current
prospectus, statement of additional information or supplement to current prospectus or statement of additional
information 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. 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
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 Directors still is not satisfied after the receipt of such
report, either may take appropriate steps to terminate the Recipient's status as such 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 Directors at any time may remove any broker, dealer, bank or
other person or entity as a Recipient, where upon 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 Directors. While this Plan is in effect, the selection and nomination of
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persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors")
shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the
incumbent Disinterested Directors from soliciting the views or the involvement of others in such selection or
nominations as long as the final decision on any such selection and nomination is approved by a majority of the
incumbent Disinterested Directors.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall provide written reports to the
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Fund's Board for its review, detailing the amount of all 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 Plan shall be in writing and shall provide that: (i)
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such agreement may be terminated at any time, without payment of any penalty, by a 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 Class B voting 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 Directors 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 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
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Board and its Independent Directors cast in person at a meeting called on February 29, 2000, for the purpose of
voting on this Plan, and shall take effect as of the date first set forth above. 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 Directors 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 B 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 Directors.
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 Class B voting
shares. In the event of such termination, the Board and its Independent Directors 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.
Xxxxxxxxxxx Main Street Funds, Inc.
On behalf of its series Xxxxxxxxxxx Main Street Growth &
Income Fund
By: ___________________
Xxxxxx X. Xxxxxxx
Secretary
OppenheimerFunds Distributor, Inc.
By: __________________________
Xxxxxxxxx X. Xxxx
Vice President and Secretary
700-12b1-B(0301).doc
