GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX INTERNATIONAL LARGE-CAP CORE TRUST
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: May 28, 2003
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
XXXXXXXXXXX INTERNATIONAL LARGE-CAP CORE TRUST, a Massachusetts business
trust (the "Fund"), is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), consisting of one or more
series ("Series") and an indefinite number of one or more classes of its
shares of beneficial interest for each Series ("Shares") have been registered
under the Securities Act of 1933 (the "1933 Act") to be offered for sale to
the public in a continuous public offering in accordance with the terms and
conditions set forth in the Prospectus and Statement of Additional
Information ("SAI") included in the Fund's Registration Statement as it may
be amended from time to time (the "current Prospectus and/or SAI").
In this connection, the Fund desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor for the sale
and distribution of Shares which have been registered as described above and
of any additional Shares which may become registered during the term of this
Agreement. You have advised the Fund that you are willing to act as such
General Distributor, and it is accordingly agreed by and between us as
follows:
1. Appointment of the Distributor. The Fund hereby appoints you as the
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sole General Distributor, pursuant to the aforesaid continuous public
offering of its Shares, and the Fund further agrees from and after the date
of this Agreement, that it will not, without your consent, sell or agree to
sell any Shares otherwise than through you, except (a) the Fund may itself
sell shares without sales charge as an investment to the officers, trustees
or directors and bona fide present and former full-time employees of the
Fund, the Fund's Investment Adviser and affiliates thereof, and to other
investors who are identified in the current Prospectus and/or SAI as having
the privilege to buy Shares at net asset value; (b) the Fund may issue shares
in connection with a merger, consolidation or acquisition of assets on such
basis as may be authorized or permitted under the 1940 Act; (c) the Fund may
issue shares for the reinvestment of dividends and other distributions of the
Fund or of any other Fund if permitted by the current Prospectus and/or SAI;
and (d) the Fund may issue shares as underlying securities of a unit
investment trust if such unit investment trust has elected to use Shares as
an underlying investment; provided that in no event as to any of the
foregoing exceptions shall Shares be issued and sold at less than the
then-existing net asset value.
2. Sale of Shares. You hereby accept such appointment and agree to use
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your best efforts to sell Shares, provided, however, that when requested by
the Fund at any time because of market or other economic considerations or
abnormal circumstances of any kind, or when agreed to by mutual consent of
the Fund and the General Distributor, you will suspend such efforts. The Fund
may also withdraw the offering of Shares at any time when required by the
provisions of any statute, order, rule or regulation of any governmental body
having jurisdiction. It is understood that you do not undertake to sell all
or any specific number of Shares.
3. Sales Charge. Shares shall be sold by you at net asset value plus a
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front-end sales charge not in excess of 8.5% of the offering price, but which
front-end sales charge shall be proportionately reduced or eliminated for
larger sales and under other circumstances, in each case on the basis set
forth in the current Prospectus and/or SAI. The redemption proceeds of shares
offered and sold at net asset value with or without a front-end sales charge
may be subject to a contingent deferred sales charge ("CDSC") under the
circumstances described in the current Prospectus and\or SAI. You may reallow
such portion of the front-end sales charge to dealers or cause payment (which
may exceed the front-end sales charge, if any) of commissions to brokers
through which sales are made, as you may determine, and you may pay such
amounts to dealers and brokers on sales of shares from your own resources
(such dealers and brokers shall collectively include all domestic or foreign
institutions eligible to offer and sell the Shares), and in the event the
Fund has more than one Series or class of Shares outstanding, then you may
impose a front-end sales charge and/or a CDSC on Shares of one Series or one
class that is different from the charges imposed on Shares of the Fund's
other Series or class(es), in each case as set forth in the current
Prospectus and/or SAI, provided the front-end sales charge and CDSC to the
ultimate purchaser do not exceed the respective levels set forth for such
category of purchaser in the current Prospectus and/or SAI.
4. Purchase of Shares.
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(a) As General Distributor, you shall have the right to accept or
reject orders for the purchase of Shares at your discretion. Any
consideration which you may receive in connection with a rejected
purchase order will be returned promptly.
(b) You agree promptly to issue or to cause the duly appointed
transfer or shareholder servicing agent of the Fund to issue as
your agent confirmations of all accepted purchase orders and to
transmit a copy of such confirmations to the Fund. The net asset
value of all Shares which are the subject of such confirmations,
computed in accordance with the applicable rules under the 1940
Act, shall be a liability of the General Distributor to the Fund
to be paid promptly after receipt of payment from the originating
dealer or broker (or investor, in the case of direct purchases)
and not later than eleven business days after such confirmation
even if you have not actually received payment from the
originating dealer or broker, or investor. In no event shall the
General Distributor make payment to the Fund later than permitted
by applicable rules of the National Association of Securities
Dealers, Inc.
(c) If the originating dealer or broker shall fail to make timely
settlement of its purchase order in accordance with applicable
rules of the National Association of Securities Dealers, Inc., or
if a direct purchaser shall fail to make good payment for shares
in a timely manner, you shall have the right to cancel such
purchase order and, at your account and risk, to hold responsible
the originating dealer or broker, or investor. You agree promptly
to reimburse the Fund for losses suffered by it that are
attributable to any such cancellation, or to errors on your part
in relation to the effective date of accepted purchase orders,
limited to the amount that such losses exceed contemporaneous
gains realized by the Fund for either of such reasons with
respect to other purchase orders.
(d) In the case of a canceled purchase for the account of a directly
purchasing shareholder, the Fund agrees that if such investor
fails to make you whole for any loss you pay to the Fund on such
canceled purchase order, the Fund will reimburse you for such
loss to the extent of the aggregate redemption proceeds of any
other shares of the Fund owned by such investor, on your demand
that the Fund exercise its right to claim such redemption
proceeds. The Fund shall register or cause to be registered all
Shares sold to you pursuant to the provisions hereof in such
names and amounts as you may request from time to time and the
Fund shall issue or cause to be issued certificates evidencing
such Shares for delivery to you or pursuant to your direction if
and to the extent that the shareholder account in question
contemplates the issuance of such certificates. All Shares, when
so issued and paid for, shall be fully paid and non-assessable by
the Fund (which shall not prevent the imposition of any CDSC that
may apply) to the extent set forth in the current Prospectus
and/or SAI.
5. Repurchase of Shares.
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(a) In connection with the repurchase of Shares, you are appointed
and shall act as Agent of the Fund. You are authorized, for so
long as you act as General Distributor of the Fund, to
repurchase, from authorized dealers, certificated or
uncertificated shares of the Fund ("Shares") on the basis of
orders received from each dealer ("authorized dealer") with which
you have a dealer agreement for the sale of Shares and permitting
resales of Shares to you, provided that such authorized dealer,
at the time of placing such resale order, shall represent (i) if
such Shares are represented by certificate(s), that
certificate(s) for the Shares to be repurchased have been
delivered to it by the registered owner with a request for the
redemption of such Shares executed in the manner and with the
signature guarantee required by the then-currently effective
prospectus of the Fund, or (ii) if such Shares are
uncertificated, that the registered owner(s) has delivered to the
dealer a request for the redemption of such Shares executed in
the manner and with the signature guarantee required by the
then-currently effective prospectus of the Fund.
(b) You shall (a) have the right in your discretion to accept or
reject orders for the repurchase of Shares; (b) promptly transmit
confirmations of all accepted repurchase orders; and (c) transmit
a copy of such confirmation to the Fund, or, if so directed, to
any duly appointed transfer or shareholder servicing agent of the
Fund. In your discretion, you may accept repurchase requests made
by a financially responsible dealer which provides you with
indemnification in form satisfactory to you in consideration of
your acceptance of such dealer's request in lieu of the written
redemption request of the owner of the account; you agree that
the Fund shall be a third party beneficiary of such
indemnification.
(c) Upon receipt by the Fund or its duly appointed transfer or
shareholder servicing agent of any certificate(s) (if any has
been issued) for repurchased Shares and a written redemption
request of the registered owner(s) of such Shares executed in the
manner and bearing the signature guarantee required by the
then-currently effective Prospectus or SAI of the Fund, the Fund
will pay or cause its duly appointed transfer or shareholder
servicing agent promptly to pay to the originating authorized
dealer the redemption price of the repurchased Shares (other than
repurchased Shares subject to the provisions of part (d) of
Section 5 of this Agreement) next determined after your receipt
of the dealer's repurchase order.
(d) Notwithstanding the provisions of part (c) of Section 5 of this
Agreement, repurchase orders received from an authorized dealer
after the determination of the Fund's redemption price on a
regular business day will receive that day's redemption price if
the request to the dealer by its customer to arrange such
repurchase prior to the determination of the Fund's redemption
price that day complies with the requirements governing such
requests as stated in the current Prospectus and/or SAI.
(e) You will make every reasonable effort and take all reasonably
available measures to assure the accurate performance of all
services to be performed by you hereunder within the requirements
of any statute, rule or regulation pertaining to the redemption
of shares of a regulated investment company and any requirements
set forth in the then-current Prospectus and/or SAI of the Fund.
You shall correct any error or omission made by you in the
performance of your duties hereunder of which you shall have
received notice in writing and any necessary substantiating data;
and you shall hold the Fund harmless from the effect of any
errors or omissions which might cause an over- or
under-redemption of the Fund's Shares and/or an excess or
non-payment of dividends, capital gains distributions, or other
distributions.
(f) In the event an authorized dealer initiating a repurchase order
shall fail to make delivery or otherwise settle such order in
accordance with the rules of the National Association of
Securities Dealers, Inc., you shall have the right to cancel such
repurchase order and, at your account and risk, to hold
responsible the originating dealer. In the event that any
cancellation of a Share repurchase order or any error in the
timing of the acceptance of a Share repurchase order shall result
in a gain or loss to the Fund, you agree promptly to reimburse
the Fund for any amount by which any losses shall exceed
then-existing gains so arising.
6. 1933 Act Registration. The Fund has delivered to you a copy of its
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current Prospectus and SAI. The Fund agrees that it will use its best efforts
to continue the effectiveness of the Registration Statement under the 1933
Act. The Fund further agrees to prepare and file any amendments to its
Registration Statement as may be necessary and any supplemental data in order
to comply with the 1933 Act. The Fund will furnish you at your expense with a
reasonable number of copies of the Prospectus and SAI and any amendments
thereto for use in connection with the sale of Shares.
7. 1940 Act Registration. The Fund has already registered under the 1940
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Act as an investment company, and it will use its best efforts to maintain
such registration and to comply with the requirements of the 1940 Act.
8. State Blue Sky Qualification. At your request, the Fund will take such
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steps as may be necessary and feasible to qualify Shares for sale in states,
territories or dependencies of the United States, the District of Columbia,
the Commonwealth of Puerto Rico and in foreign countries, in accordance with
the laws thereof, and to renew or extend any such qualification; provided,
however, that the Fund shall not be required to qualify shares or to maintain
the qualification of shares in any jurisdiction where it shall deem such
qualification disadvantageous to the Fund.
9. Duties of Distributor You agree that:
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(a) Neither you nor any of your officers will take any long or short
position in the Shares, but this provision shall not prevent you
or your officers from acquiring Shares for investment purposes
only;
(b) You shall furnish to the Fund any pertinent information required
to be inserted with respect to you as General Distributor within
the purview of the Securities Act of 1933 in any reports or
registration required to be filed with any governmental
authority; and
(c) You will not make any representations inconsistent with the
information contained in the current Prospectus and/or SAI.
(d) You shall maintain such records as may be reasonably required for the
Fund or its transfer or shareholder servicing agent to respond to
shareholder requests or complaints, and to permit the Fund to
maintain proper accounting records, and you shall make such
records available to the Fund and its transfer agent or
shareholder servicing agent upon request.
(e) In performing under this Agreement, you shall comply with all
requirements of the Fund's current Prospectus and/or SAI and all
applicable laws, rules and regulations with respect to the
purchase, sale and distribution of Shares.
10. Allocation of Costs. The Fund shall pay the cost of composition and
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printing of sufficient copies of its Prospectus and SAI as shall be required
for periodic distribution to its shareholders and the expense of registering
Shares for sale under federal securities laws. You shall pay the expenses
normally attributable to the sale of Shares, other than as paid under the
Fund's Distribution Plan under Rule 12b-1 of the 1940 Act, including the cost
of printing and mailing of the Prospectus (other than those furnished to
existing shareholders) and any sales literature used by you in the public
sale of the Shares and for registering such shares under state blue sky laws
pursuant to paragraph 8.
11. Duration. This Agreement shall take effect on the date first written
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above, and shall supersede any and all prior General Distributor's Agreements
by and among the Fund and you. Unless earlier terminated pursuant to
paragraph 12 hereof, this Agreement shall remain in effect until two years
from the date of execution hereof, and hereinafter will continue in effect
from year to year, provided that such continuance shall be specifically
approved at least annually: (a) by the Fund's Board of Trustees or by vote of
a majority of the voting securities of the Fund; and (b) by the vote of a
majority of the Trustees, who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of any such person, cast in
person at a meeting called for the purpose of voting on such approval.
12. Termination This Agreement may be terminated (a) by the General
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Distributor at any time without penalty by giving sixty days' written notice
(which notice may be waived by the Fund); (b) by the Fund at any time without
penalty upon sixty days' written notice to the General Distributor (which
notice may be waived by the General Distributor); or (c) by mutual consent of
the Fund and the General Distributor, provided that such termination by the
Fund shall be directed or approved by the Board of Trustees of the Fund or by
the vote of the holders of a majority of the outstanding voting securities of
the Fund. In the event this Agreement is terminated by the Fund, the General
Distributor shall be entitled to be paid the CDSC under paragraph 3 hereof on
the redemption proceeds of Shares sold prior to the effective date of such
termination.
13. Assignment. This Agreement may not be amended or changed except in
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writing and shall be binding upon and shall enure to the benefit of the
parties hereto and their respective successors; however, this Agreement shall
not be assigned by either party and shall automatically terminate upon
assignment.
14. Disclaimer of Shareholder Liability. The General Distributor
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understands and agrees that the obligations of the Fund under this Agreement
are not binding upon any Trustee or shareholder of the Fund personally, but
bind only the Fund and the Fund's property; the General Distributor
represents that it has notice of the provisions of the Declaration of Trust,
as may be amended or restated from time to time, of the Fund disclaiming
trustee and shareholder liability for acts or obligations of the Fund.
15. Section Headings The headings of each section is for descriptive
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purposes only, and such headings are not to be construed or interpreted as
part of this Agreement.
If the foregoing is in accordance with your understanding, so indicate by
signing in the space provided below.
Xxxxxxxxxxx International Large-Cap Core
Trust
By: /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President & Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
By: /s/Xxxxxxxxx X. Xxxx
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Xxxxxxxxx X. Xxxx
Vice President
