AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class N Shares of
Xxxxxxxxxxx Principal Protected Main Street Fund(R)
a series of Xxxxxxxxxxx Principal Protected Trust
This Amended and Restated Distribution and Service Plan and Agreement (the
"Plan") is dated as of the 28th day of October, 2005, by and between
Xxxxxxxxxxx Principal Protected Main Street Fund(R)(the "Fund") and
OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service
plan for Class N shares of the Fund (the "Shares"), designed to comply
with the provisions of 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 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, 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.
(a) Payments to the Distributor. In consideration 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. Within forty-five
(45) days of the end of each calendar quarter, the Fund may make payments
in the aggregate amount of up to 0.0625% (0.25% on an annual basis) of the
average during the period 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 of each month, the Fund will make payments
in the aggregate amount of up to 0.02083% (0.25% 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 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
period in which its Qualified Holdings do not equal or exceed, at the end
of such period, 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 may make the following payments to Recipients:
(i) Service Fee. In consideration of administrative support
services provided by a Recipient, the Distributor may make service fee
payments to that Recipient quarterly or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days of the end of
each calendar quarter or other period, at a rate not to exceed 0.0625%
(0.25% on an annual basis) of the average during the period 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, within forty-five
(45) days of the end of each calendar quarter or at such other interval as
deemed appropriate by the Distributor: (A) "Advance Service Fee Payments"
at a rate not to exceed 0.25% of the average during the calendar quarter
or other period 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 period 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 period 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. 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 Sales Charge)
Payments. Irrespective of whichever alternative method of making service
fee payments to Recipients is selected by the Distributor, the Distributor
may, at its sole option, make distribution assistance fee payments to each
Recipient quarterly, or at such other interval as deemed appropriate by
the Distributor, within forty-five (45) days after the end of each
calendar quarter or other period, at a rate not to exceed 0.0625% (0.25%
on an annual basis) of the average during the period 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 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 of the Fund
shall provide written reports to the 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) 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 N 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 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 for Class N 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 N
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 N 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 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 Principal Protected Main Street
Fund(R)
a series of Xxxxxxxxxxx Principal Protected
Trust
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Vice President & Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
