GENERAL DISTRIBUTOR'S AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
FOR SERVICE SHARES OF
XXXXXXXXXXX VALUE FUND/VA
Date: October 22, 2002
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS (the "Trust"), a
Massachusetts business trust, is registered as an investment
company under the Investment Company Act of 1940 (the "1940 Act")
consisting of one or more series ("Series") and an indefinite
number of one or more classes of its shares of beneficial interest
for each Series 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 Trust's Registration Statement
as it may be amended from time to time (the "Current Prospectus
and/or SAI").
In this connection, the Trust desires that your firm (the
"General Distributor") act in a principal capacity as General
Distributor for the sale and distribution of service shares of
beneficial interest ("Shares") of Xxxxxxxxxxx Value Fund/VA (the
"Fund"), a series of the Trust, which have been registered as
described above and of any additional service and subsequent
Classes of 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 Trust hereby
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appoints you as the sole General Distributor of the Fund for sale
of its Shares, pursuant to the aforesaid continuous public
offering of its Shares and the Trust 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 Trust 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; (b) the Trust 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 Trust 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
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and agree to use your best efforts to sell Shares, provided,
however, that when requested by the Trust 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 Trust and
the General Distributor, you will suspend such efforts. The Trust
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 of
the Fund.
3. Purchase of Shares.
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(a) As General Distributor, you shall have the right
to accept or reject orders for the purchase of
Shares at your discretion, provided, however,
that you agree not to exercise that discretion
in a manner inconsistent with the Trust's
obligations under any participation agreement to
which the Trust is a party and to which the
Shares are subject. Any consideration which you
may receive in connection with a rejected
purchase order will be returned promptly.
Shares of the Fund may be sold by you only at
net asset value without sales charge upon
receipt of Federal Funds for the purchase of any
Shares sold by you pursuant to provisions
hereof.
(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 Trust. 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 Trust to be paid
promptly after receipt of payment from the
authorized insurance company, dealer or broker
(collectively, the authorized "insurance
company") and not later than eleven business
days after such confirmation even if you have
not actually received payment from the
authorized insurance company or investor. In no
event shall the General Distributor make payment
to the Trust later than permitted by applicable
rules of the National Association of Securities
Dealers, Inc. Notwithstanding the provisions of
part (a) of this Section 3 of this Agreement,
purchase orders received from an authorized
insurance company after the latest determination
of the Fund's net asset value on a regular
business day will receive that latest net asset
value if the request to the authorized insurance
company by its customer to arrange such purchase
prior to the latest determination of the Fund's
net asset value that day complies with the
requirements governing such requests as stated
in the current Prospectus and/or SAI.
(c) If the authorized insurance company 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 any 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 authorized insurance company or
investor. You agree promptly to reimburse the
Trust 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 Trust 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 Trust agrees that if such investor fails to
make you whole for any loss you pay to the Trust
on such canceled purchase order, the Trust 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 Trust exercise its right to
claim such redemption proceeds. The Trust 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 Trust 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 Trust to the extent set
forth in the current Prospectus and/or SAI.
4. Repurchase of Shares.
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(a) In connection with the repurchase of Shares, you
are appointed and shall act as Agent of the
Trust. You are authorized, for so long as you
act as General Distributor of the Fund, to
repurchase, from authorized insurance companies,
certificated or uncertificated shares of the
Fund ("Shares") on the basis of orders received
from each authorized insurance company with
which you have a participation agreement for the
sale of Shares and permitting resales of Shares
to you, provided that such authorized insurance
company, 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 indirect
shareholder(s) with a request for the redemption
of such Shares executed in the manner and with
the signature guarantee required by the then
current effective prospectus and/or SAI, or (ii)
if such Shares are uncertificated, that the
indirect shareholder(s) has delivered to the
authorized insurance company a request for the
redemption of such Shares executed in the manner
and with the signature guarantee required by the
then current policies and procedures of the
Transfer Agent 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
accepted repurchase orders (which may be netted
against corresponding redemption orders); and
(c) transmit a copy of such confirmation to the
Trust, or, if so directed, to any duly appointed
transfer or shareholder servicing agent of the
Trust. In your discretion, you may accept
repurchase requests made by a financially
responsible authorized insurance company which
provides you with indemnification in form
satisfactory to you in consideration of your
acceptance of such request in lieu of the
written redemption request of the owner of the
account; you agree that the Trust shall be a
third party beneficiary of such indemnification.
(c) Upon receipt by the Trust 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 indirect shareholder(s) of such
Shares executed in the manner and bearing the
signature guarantee required by the then current
policies and procedures of the Transfer Agent of
the Fund, the Trust will pay or cause its duly
appointed transfer or shareholder servicing
agent promptly to pay to the authorized
insurance company the redemption price of the
repurchased Shares (other than repurchased
Shares subject to the provisions of part (d) of
Section 4 of this Agreement) next determined
after your receipt of the authorized insurance
company's repurchase order.
(d) Notwithstanding the provisions of part (c) of
Section 4 of this Agreement, repurchase orders
received from an authorized insurance company
after the latest determination of the Fund's
redemption price on a regular business day will
receive that day's latest redemption price if
the request to the authorized insurance company
by its customer to arrange such repurchase prior
to the latest 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 Trust. 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 a Fund harmless from the effect of any
errors or omissions which might cause an over-
or under-redemption of a Fund's Shares and/or an
excess or non-payment of dividends, capital
gains distributions, or other distributions.
(f) In the event an authorized authorized insurance
company initiating a repurchase order shall fail
to make delivery or otherwise settle such order
in accordance either with the rules of the
National Association of Securities Dealers, Inc.
or a participation agreement to which the Trust
is a party and to which the Shares are subject,
you shall have the right to cancel such
repurchase order and, at your account and risk,
to hold responsible the authorized insurance
company. 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
Trust, you agree promptly to reimburse the Trust
for any amount by which any loss shall exceed
then-existing gains so arising.
5. 1933 Act Registration. The Trust has delivered to you
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a copy of its current Prospectus and SAI. The Trust agrees that
it will use its best efforts to continue the effectiveness of the
Trust's Registration Statement filed under the 1933 Act. The
Trust 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 Trust will furnish
you at your expense with a reasonable number of copies of the
current Prospectus and SAI and any amendments thereto for use in
connection with the sale of Shares.
6. 1940 Act Registration. The Trust has already
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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.
7. Duties of Distributor:
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(a) You shall furnish to the Trust 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;
(b) You will not make any representations
inconsistent with the information contained in
the current Prospectus and/or SAI.
(c) You shall maintain such records as may be
reasonably required for the Trust or its
transfer or shareholder servicing agent to
respond to shareholder requests or complaints,
and to permit the Trust to maintain proper
accounting records, and you shall make such
records available to the Trust and its transfer
agent or shareholder servicing agent upon
request; and
(d) In performing under this Agreement, you shall
comply with all requirements of the Trust's
current Prospectus and/or SAI and all applicable
laws, rules and regulations with respect to the
purchase, sale and distribution of Shares.
8. Allocation of Costs. The Trust shall pay the cost of
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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 Service Plan(s) under Rule 12b-1 of the 1940 Act, including
the cost of printing and mailing of the Prospectus (other than
those furnished to existing direct or indirect shareholders) and
any sales literature used by you in the public sale of the Shares.
9. Duration. This Agreement shall take effect on the
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date first written above, and shall supersede any and all prior
General Distributor's Agreements by and among the Trust and you.
Unless earlier terminated pursuant to Section 10 hereof, this
Agreement shall remain in effect until August 31, 2004. 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 Trust'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 in the 1940 Act) of
any such person, cast in person at a meeting called for the
purpose of voting on such approval.
10. Termination. This Agreement may be terminated (a) by
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the General Distributor at any time without penalty by giving
sixty days' written notice (which notice may be waived by the
Trust); (b) by the Trust 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 Trust and the General Distributor, provided that such
termination by the Trust pursuant to part (b) of this Section 10
shall be directed or approved by the Board of Trustees of the
Trust or by the vote of the holders of a "majority" of the
outstanding voting securities of the Fund.
11. Assignment. This Agreement may not be amended or
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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.
12. Disclaimer of Shareholder Liability. The General
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Distributor understands and agrees that the obligations of the
Trust or the Fund under this Agreement are not binding upon any
shareholder or any Trustee of the Trust 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 Trust disclaiming shareholder and Trustee
liability for acts or obligations of the Trust and the Fund.
13. Section Headings. The heading of each section is for
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descriptive purposes only, and such headings are not to be
construed or interpreted as part of this Agreement.
If the foregoing is in accordance with your understanding,
kindly so indicate by signing in the space provided below.
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
on behalf of XXXXXXXXXXX VALUE FUND/VA
By:
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Xxxxx X. Xxxxxxx
Vice President
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
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Xxxxxxxx Xxxx
Vice President
