GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX INTERNATIONAL GROWTH FUND
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: Xxxxx 00, 0000
XXXXXXXXXXXXXXXX DISTRIBUTOR, INC.
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Sirs:
XXXXXXXXXXX INTERNATIONAL GROWTH 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.
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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 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
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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.
(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
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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
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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.
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
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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 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,
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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 GROWTH
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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