GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX INTERNATIONAL SMALL COMPANY FUND
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Dated: November 17, 1997
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Sirs:
XXXXXXXXXXX INTERNATIONAL SMALL COMPANY FUND, a Massachusetts business
trust (the "Fund"), is registered as an investment company under the Investment
Company Act of 1940 (the "1940 Act"), and an indefinite number of one or more
classes of its shares of beneficial interest ("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
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
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
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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
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
Fund's 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 class of
Shares outstanding, then you may impose a front-end sales charge and/or a CDSC
on Shares of one class that is different from the charges imposed on Shares of
the Fund's other 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 Fund's current Prospectus and/or SAI.
4. Purchase of Shares.
(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
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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.
(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.
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(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 loss shall exceed then-existing gains so
arising.
6. 1933 Act Registration. The Fund has delivered to you a copy of its
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.
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7. 1940 Act Registration. The Fund has already registered under the 1940
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
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:
(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; and
(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; and
(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; and
(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
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
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 November 30, 1996. This
Agreement shall continue in effect from year to year thereafter, provided that
such
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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 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
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
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
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 of the Fund
disclaiming Trustee and shareholder liability for acts or obligations of the
Fund.
15. Section Headings. The heading of each section is for descriptive
purposes only, and such headings are not to be construed or interpreted as part
of this Agreement.
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If the foregoing is in accordance with your understanding, so indicate by
signing in the space provided below.
XXXXXXXXXXX INTERNATIONAL SMALL COMPANY
FUND
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Secretary
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: /s/ Xxxxxxxxx X. Xxxx
Xxxxxxxxx X. Xxxx
Vice President & Secretary
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