AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Xxxxxxxxxxx International Small Company Fund
This Amended and Restated Distribution and Service Plan and
Agreement (the "Plan") is dated as of the
12th day of February, 1998, by and between Xxxxxxxxxxx
International Small Company 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 (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:
(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
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 Service Fees. Within
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 Sales
Charge). Within ten (10) days of the
end 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
for no more than six years (the
"Maximum Holding Period"). 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")) 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,
2
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 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.
(i) Service Fee. In consideration of the 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: (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
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
3
owned beneficially or of record by the Recipient or its Customers
for no more than six years and for any
minimum period that the Distributor may establish. 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 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 increase or decrease
the Maximum Holding Period, any
Minimum Holding Period or any 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 revised current prospectus
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 Trustees 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 Trustees 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
4
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 nominations 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 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 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 the Independent
Trustees and replaces the Fund's prior
Distribution and Service Plan for Class B 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 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 Trustees.
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 Class B 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
5
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 International Small
Company Fund
By: /s/ Xxxxxx X. Xxxxxxx
____________________________
Xxxxxx X. Xxxxxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxxxxx X. Xxxx
____________________________________
Xxxxxxxxx X. Xxxx, Vice
President & Secretary
ofmi\815b.#3
