AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Main Street Opportunity Fund
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 Opportunity 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
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:
(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.
(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
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
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 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
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
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 Opportunity Fund
By: /s/Xxxxxx X.Xxxx
---------
Xxxxxx X. Xxxx
Vice President and Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
----------
Xxxxx X. Xxxx
President
