AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class C 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 C 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 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
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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 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"). 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
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2) service fees for rendering administrative support services
with respect to Accounts. However, no such
payments shall be made to any Recipient for any 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.
In consideration of the services provided by Recipients, the
Distributor shall make the following
payments to Recipients:
(i) Service Fee. In consideration of 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: (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 0.0625%
(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, 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 Fee (Asset-Based Sales
Charge) Payments. Irrespective of
whichever alternative method of making service fee payments to
Recipients is selected by the Distributor,
in addition the Distributor shall make distribution assistance fee
payments to each Recipient quarterly,
within forty-five (45) days after the end of each calendar
quarter, at a rate not to exceed 0.1875% (0.75%
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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 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
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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 C 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 C 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 C 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
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the vote of the holders of a "majority" (as defined in the 0000
Xxx) of the Fund's outstanding Class C 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 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/815c.#3
