Exhibit C
SERVICE PLAN AND AGREEMENT
BETWEEN
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
AND
OPPENHEIMER INTERNATIONAL BOND FUND
FOR CLASS A SHARES
SERVICE PLAN AND AGREEMENT (the "Plan") dated the 5th day of June,
1995, by and between OPPENHEIMER INTERNATIONAL BOND FUND (the
"Fund") and OPPENHEIMER FUNDS DISTRIBUTOR, INC. (the
"Distributor").
1. The Plan. This Plan is the Fund's written service plan for its
Class A Shares described in the Fund's registration statement as of
the date this Plan takes effect, contemplated by and to comply with
Article III, Section 26 of the Rules of Fair Practice of the
National Association of Securities Dealers, pursuant to which the
Fund will reimburse the Distributor for a portion of its costs
incurred in connection with the personal service and the
maintenance of shareholder accounts ("Accounts") that hold Class A
Shares (the "Shares") of such series and class of the Fund. The
Fund may be deemed to be acting as distributor of securities of
which it is the issuer, pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act"), according to the terms of
this Plan. The Distributor is authorized under the Plan to pay
"Recipients," as hereinafter defined, for rendering services and
for the maintenance of Accounts. Such Recipients are intended to
have certain rights as third-party beneficiaries under this Plan.
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
institution which: (i) has rendered services in connection with
the personal service and maintenance of Accounts; (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 such service; and
(iii) has been selected b y the Distributor to receive payments
under the Plan. Notwithstanding the foregoing, a majority of
the Fund's Boar d of Trustees (the "Board") who are not
"interested p ersons" (as defined in the 1940 Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements relating to this Plan (the "Independent Trustees")
may remove any broker, dealer, bank or other institution as a
Recipient, whereupon such entity's rights as a third-party beneficiary
hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient,
or (ii) such brokerage or other customers, or investment
advisory or other clients of such Recipient and/or accounts as
to which such Recipient is a fiduciary or custodian or co-fiduciary
or co-custodian (collectively, the "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 two
entities would otherwise qualify as Recipients as to the same
Shares, the Recipient which is the dealer of record on the
Fund's books shall be deemed the Recipient as to such Shares
for purposes of this Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the
Distributor, within forty-five (45) days of the end of each
calendar quarter, in the amount of the lesser of: (i) .0625%
(.25% on an annual basis) of the average during the calendar
quarter of the aggregate net asset value of the Shares,
computed as of the close of each business day, or (ii) the
Distributor's actual expenses under the Plan for that quarter
of the type approved by the Board. The Distributor will use
such fee received from the Fund in its entirety to reimburse
itself for payments to Recipients and for its other
expenditures and costs of the type approved by the Board
incurred in connection with the personal service and
maintenance of Accounts including, but not limited to, the
services described in the following paragraph. The Distributor
may make Plan payments to any "affiliated person" (as defined
in the 1940 Act) of the Distributor if such affiliated person
qualifies as a Recipient.
The services to be rendered by the Distributor and Recipients
in connection with the personal service and the maintenance of
Accounts may include, but shall not be limited to, the
following: answering routine inquiries from the Recipient's
customers concerning the Fund, providing such customers with
information on their investment in shares, assisting in the
establishment and maintenance of accounts or sub-accounts in
the Fund, making the Fund's investment plans and dividend
payment options available, and providing such other information
and customer liaison services and the maintenance of Accounts
as the Distributor or the Fund may reasonably request. It may
be presumed that a Recipient has provided services qualifying
for compensation under the Plan if it has Qualified Holdings of
Shares to 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 services, 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 services in
this regard. If the Distributor still is not satisfied, it may
take appropriate steps to terminate the Recipient's status as
such under the Plan, whereupon such entity's rights as a
third-party beneficiary hereunder shall terminate.
Payments received by the Distributor from the Fund under the
Plan will not be used to pay any interest expense, carrying
charges or other financial costs, or allocation of overhead by
the Distributor, or for any other purpose other than for the
payments described in this Section 3. The amount payable to
the Distributor each quarter will be reduced to the extent that
reimbursement payments otherwise permissible under the Plan
have not been authorized by the Board of Trustees for that
quarter. Any unreimbursed expenses incurred for any quarter by
the Distributor may not be recovered in later periods.
(b) The Distributor shall make payments to any Recipient
quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed .0625% (.25% on an
annual basis) of the average during the calendar quarter of the
aggregate net asset value of the Shares computed as of the
close of each business day, of Qualified Holdings owned
beneficially or of record by the Recipient or by its Customers.
However, no such payments shall be made to any Recipient for
any such quarter in w hich its Qualified Holdings do not equal
or exceed, at the end of such quarter, the minimum amount
("Minimum Qualified Holdings"), if any, to be set from time to
time by a majority of the Independent Trustees. A majority of
the Independent Trustees may at any time or from time to time increase
or decrease and thereafter adjust the rate of fees to be paid to the
Distributor or to any Recipient, but not to exceed the rate set forth
above, and/or increase or decrease the number of shares constituting
Minimum Qualified Holdings.
The Distributor shall notify all Recipients of the Minimum
Qualified Holdings 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.
(c) Under the Plan, payments may be made to Recipients: (i) by
Oppenheimer Management Corporation ("OMC") 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 OMC), from its own resources.
4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection or replacement of Independent Trustees and
the nomination of those persons to be Trustees of the Fund who are
not "interested persons" of the Fund shall be committed to the
discretion of the Independent Trustees. Nothing herein shall
prevent the Independent Trustees from soliciting the views or the
involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a
majority of the incumbent Independent Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the
Fund shall provide at least quarterly a written report to the
Fund's Board for its review, detailing the amount of all payments
made pursuant to this Plan, the identity of the Recipient of each
such payment, and the purposes for which the payments were made.
The report shall state whether all provisions of Section 3 of this
Plan have been complied with. The Distributor shall annually
certify to the Board the amount of its total expenses incurred that
year with respect to the personal service and maintenance of
Accounts in conjunction with the Board's annual review of the
continuation of the Plan.
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 vote of
a majority of the Independent Trustees or by a vote of the holders
of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities of the Class, on not more than sixty
days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iii) it 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 (iv) it 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
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
Plan has been approved by a vote of the Independent Trustees cast
in person at a meeting called on February 28, 1995 for the purpose
of voting on this Plan, and shall take effect on the date that the
Fund's Registration Statement is declared effective by the
Securities and Exchange Commission. Unless terminated as
hereinafter provided, it shall continue in effect until October 31,
1995 and from year to year thereafter or as the Board may otherwise
determine only so long as such continuance is specifically approved
at least annually by the Board and its Independent Trustees cast in
person at a meeting called for the purpose of voting on such
continuance. 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 1940 Act) of the Fund's
outstanding voting securities of the Class. This Plan may not be
amended to increase materially the amount of payments to be made
without approval of the Class A Shareholders, in the manner
described above, and all material amendments must be approved by a
vote of the Board and of the Independent Trustees.
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.
OPPENHEIMER INTERNATIONAL BOND FUND
By: /s/ Robert G. Zack
Robert G. Zack, Assistant Secretary
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Katherine P. Feld
Katherine P. Feld
Vice President & Secretary