AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Xxxxxxxxxxx Main Street Small Cap Fund
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 Main Street Small
Cap Fund (the "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 22,
1999.
1. The Plan. This Plan is the Fund's written distribution
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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 terms
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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 Administrative
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Support Services.
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(a) Payments to the Distributor. In consideration of
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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. Within
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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 provision
or a change in such provisions in a revised current
prospectus or statement of additional information, or
supplement to a 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. 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 Plan
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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 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 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 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 Small Cap Fund
By:___________________________
Xxxxxx X. Xxxx
Vice President and Secretary
OppenheimerFunds Distributor, Inc.
By: __________________________
Xxxxxxxx X. Xxxx
Vice President and Assistant Secretary
