GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
OCC ACCUMULATION TRUST
AND
OCC DISTRIBUTORS
November 5, 1997
OCC Distributors
x/x Xxxxxxxxxxx Xxxxxxx
Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
World Financial Center
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
OCC ACCUMULATION TRUST, a Massachusetts business trust (the "Fund"), is
registered as an investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), and an indefinite number of shares of its
capital stock (hereinafter referred to as "shares") is registered under the
Securities Act of 1933, as amended (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 included in the Fund's Registration
Statement as it may be amended from time to time.
In this connection, the Fund desires that your firm act as General
Distributor and as Agent of the Fund 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
Agent, and it is accordingly agreed between us as follows:
1. The Fund hereby appoints you as General Distributor as exclusive
Agent for sale of its shares, 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 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 0000 Xxx.
2. You hereby accept such appointment and agree to use your best efforts
to sell such 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, you will suspend such efforts. The Fund may also
withdraw the offering of the 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 portion
of the shares of the Fund.
3. The shares shall be sold by you at net asset value.
4. As General Distributor, you shall have the right to accept or reject
orders for the purchase of shares of the Fund. Any consideration which you
may receive in connection with a rejected purchase order will be returned
promptly. You agree promptly to issue confirmations of all accepted purchase
orders and to transmit a copy of such confirmations to the Fund, or if so
directed, to any duly appointed transfer or shareholder servicing agent of
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 your company to the Fund to be paid
promptly after receipt of payment from the originating dealer and not later
than eleven business days after such confirmation even if you have not
actually received payment from the originating dealer. If the originating
dealer shall fail to make timely settlement of its purchase order in
accordance with the rules of the National Association of Securities
Dealers,Inc., you shall have the right to cancel such purchase order and, at
your account and risk, to hold responsible the originating dealer. You agree
promptly to reimburse the Fund for any amount by which the Fund's losses
attributable to any such cancellation or to errors on your part in relation
to the effective date of accepted purchase orders, exceed contemporaneous
gains realized by the Fund for either of such reasons in respect to other
purchase orders. The Fund shall register or cause to be registered all
shares sold by you pursuant to the provisions hereof in such name or 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 share certificates. All shares
of the Fund, when so issued and paid for, shall be fully paid and
non-assessable.
5. The Fund has delivered to you a copy of its current prospectus. The
Fund agrees that it will use its best efforts to continue the effectiveness
of the Fund's Registration Statement under the 0000 Xxx. 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 any amended Prospectus for use in connection
with the sale of shares.
6. The Fund is 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. 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 of America, in the District of Columbia 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
state, territory, dependency, district or country where it shall deem such
qualification disadvantageous to the Fund.
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8. You agree that:
(a) Neither you nor any of your officers will take any long or
short position in the shares of the Fund, but this provision shall not
prevent you or your officers from acquiring shares of the Fund for investment
purposes only;
(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 1933 Act 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 Registration Statement or Prospectus of the Fund
filed under the 1933 Act, as in effect from time to time.
9. The Fund will pay the cost of composition and printing of sufficient
copies of its Prospectus and financial statements as shall be required for
quarterly and annual distribution to its shareholders and the expense of
registering shares for sale under federal and state securities laws. You
shall pay the cost of printing the copies of the Fund's Prospectus and any
sales literature used by you in the public sale of the Fund's shares.
10. Unless earlier terminated pursuant to paragraph 11 hereof, this
Agreement shall remain in effect until two years from the date hereof. 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, including a vote of a majority of the Trustees who
are not parties to this Agreement or "interested persons" (as defined in the
0000 Xxx) of any such persons, cast in person at a meeting called for the
purpose of voting on such approval or (b) by the vote of the holders of a
majority of the outstanding voting securities of the Fund and by such a vote
of the Trustees.
11. 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); or (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), provided that such termination by the
Fund shall be directed or approved by the Trustees or by the vote of the
holders of a majority of the outstanding voting securities of the Fund.
12. This Agreement may not be amended or changed except in writing and
shall be binding upon and shall enure to the benefits of the parties hereto
and their respective successors, but this Agreement shall not be assigned by
either party and shall automatically terminated upon assignment.
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If the foregoing is in accordance with your understanding, kindly so
indicate by signing in the space provided below.
OCC ACCUMULATION TRUST
By: /s/ Xxxxxxx Xxxxxx
-------------------
Title: Secretary
OCC DISTRIBUTORS
By: /s/ Xxxxx Xxxxxxxx
-------------------
Title: President
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