Exhibit D
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
FOR CLASS B SHARES OF
OPPENHEIMER INTERNATIONAL BOND FUND
DISTRIBUTION AND 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 distribution and
service plan for Class B shares of the Fund (the "Shares"),
contemplated by Rule 12b-1 (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 Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
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)
Article III, Section 26, of the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., or its successor
(the "NASD Rules of Fair Practice") 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 Securities and Exchange
Commission.
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. Notwithstanding the
foregoing, a majority of the Fund's Board of Trustees (the
"Board") who are not "interested persons" (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 person or entity as a Recipient,
whereupon such person's or 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
more than one 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) The Fund will make payments to the Distributor, (i) within
forty-five (45) days of the end of each calendar quarter, in
the aggregate amount of 0.0625% (0.25% 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 (the "Service Fee"), plus (ii) within ten (10)
days of the end of each month, 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")
outstanding for six years or less (the "Maximum Holding
Period"). Such Service Fee payments received from the Fund
will compensate the Distributor and Recipients for providing
administrative support services with respect to Accounts. Such
Asset-Based Sales Charge payments received from the Fund will
compensate the Distributor and Recipients for providing
distribution assistance in connection with the sales of Shares.
The administrative support services in connection with the
Accounts to be rendered by Recipients 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.
The distribution assistance in connection with the sale of
Shares to be rendered by the Distributor and Recipients may
include, but shall not be limited to, the following:
distributing sales literature and prospectuses other than those
furnished to current holders of the Fund's Shares
("Shareholders"), and providing such other information and
services in connection with the distribution of Shares as the
Distributor or the Fund may reasonably request.
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
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 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,
either may take appropriate steps to terminate the Recipient's
status as such under the Plan, whereupon such Recipient's
rights as a third-party beneficiary hereunder shall terminate.
(b) The Distributor shall make service fee payments to any
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, to be set from time to time
by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end of
each calendar quarter, at a rate not to exceed (i) 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 (ii)
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, subject to reduction or chargeback so that the Advance
Service Fee Payments do not exceed the limits on payments to
Recipients that are, or may be, imposed by Article III, Section
26, of the NASD Rules of Fair Practice. In the event Shares
are redeemed less than one year after the date such Shares were
sold, the Recipient is obligated and will repay to 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 Advance Service Fee Payments described in part (i) of this
paragraph (b) may, at the Distributor's sole option, be made
more often than quarterly, and sooner than the end of the
calendar quarter. Howeve r, no such payments shall be made to
any Recipient for any such 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,
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 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 direct the Distributor
to increase or decrease the Maximum Holding Period, the Minimum
Holding Period or the Minimum Qualified Holdings. The
Distributor shall notify all Recipients of the Minimum
Qualified Holdings, Maximum Holding Period and Minimum Holding
Period, if any, 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. 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.
(c) The Service Fee and the Asset-Based Sales Charge on Shares
are subject to reduction or elimination of such amounts under
the limits to which the Distributor is, or may become, subject
under Article III, Section 26, of the NASD Rules of Fair
Practice. The distribution assistance and administrative
support 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
in advance of, and\or 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; (iv) paying other direct distribution
costs, including without limitation the costs of sales
literature, advertising and prospectuses (other than those
furnished to current Shareholders) and state "blue sky"
registration expenses; and (v) providing any service rendered
by the Distributor that a Recipient may render pursuant to part
(a) of this Section 3. Such services include distribution
assistance and administrative support services rendered in
connection with Shares acquired by the Fund (i) by purchase,
(ii) in exchange for shares of another investment company for
which the Distributor serves as distributor or sub-distributor,
or (ii) pursuant to a plan of reorganization to which the Fund
is a party. In the event that the Board should have reason to
believe th at 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.
(d) 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, from Asset-Based
Sales Charge payments or from its borrowings.
(e) 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. In no event shall the amounts to
be paid to the Distributor exceed the rate of fees to be paid
by the Fund to the Distributor set forth in paragraph (a) of
this section 3.
4. Selection and Nomination of Trustees. While this Plan is in
effect, the selection and nomination of those persons to be
Trustees of the Fund who are not "interested persons" of the Fund
("Disinterested Trustees") shall be committed to the discretion of
such Disinterested Trustees. Nothing herein shall prevent the
Disinterested 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 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 services rendered in connection with the
distribution of the Shares, the amount of all payments made 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 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
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
Plan has been approved by a vote of the Board and its Independent
Trustees cast in person at a meeting called on April 18, 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 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 without
approval of the Class B Shareholders, in the manner described
above, 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 the vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's outstanding voting securities of the
Class. 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 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 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/ Andrew J. Donohue
Andrew J. Donohue, Vice President
OPPENHEIMER FUNDS DISTRIBUTOR, INC.
By: /s/ Katherine P. Feld
Katherine P. Feld, Vice President
& Secretary