Exhibit 24(b)(6.1)
GENERAL DISTRIBUTOR'S AGREEMENT
Between
XXXXXXXXXXX SERIES FUND, INC.
on behalf of Xxxxxxxxxxx Disciplined Value 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 Series Fund, Inc., a Maryland corporation (the
"Company"), is registered as an investment company under the
Investment Company Act of 1940 (the "1940 Act"), and an indefinite
number of one or more series or classes of its shares of stock have
been registered under the Securities Act of 1933 (the "1933 Act")
including shares ("Shares") of its series, Xxxxxxxxxxx Disciplined
Value Fund (the "Fund") to be offered for sale to the public in a
continuous public offering in accordance with the terms and
conditions set forth in the Fund's Prospectus and Statement of
Additional Information ("SAI") included in the Company's
Registration Statement as it may be amended from time to time (the
"current Prospectus and/or SAI").
In this connection, the Company desires that your firm (the
"General Distributor") act in a principal capacity as General
Distributor for the sale and distribution of Shares of the Fund
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 Company 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 Company hereby
appoints you as the sole General Distributor of shares of the Fund,
pursuant to the aforesaid continuous public offering of Shares, and
the Company further agrees from and after the date of this
Agreement, that neither it nor the Fund will, 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 Company or 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
Company may cause the Fund to 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 Company may cause the Fund
to 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 Company may cause the
Fund to 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 and
agree to use your best efforts to sell Shares, provided, however,
that when requested by the Company or 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
you and the Company or the Fund, you will suspend such efforts.
The Company or 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 Company
on behalf of 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 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 Company
on behalf of 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 Company on behalf of 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 Company on behalf of 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 Company on
behalf of 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 Shares of the Fund, to
repurchase, from authorized dealers, certificated
or uncertificated Shares of the Fund on the basis
of orders received from each dealer with which you
have a dealer agreement for the sale of Shares
("authorized dealer") 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 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 Company shall be a third party beneficiary of
such indemnification on behalf of the Fund.
(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 in writing and any
necessary substantiating data; and you shall hold
the Company and 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 Company has delivered to you
a copy of the Fund's current Prospectus and SAI. The Company
agrees that it will use its best efforts to continue the
effectiveness of its Registration Statement under the 1933 Act as
to the Shares of the Fund. The Company 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 Company 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 as to the Shares of the Fund.
8. State Blue Sky Qualification. At your request, the
Company will take such steps as may be necessary and feasible to
qualify Shares of the Fund 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 Company shall not be
required to qualify Shares of the Fund or to maintain the
qualification of shares in any jurisdiction where it shall deem
such qualification disadvantageous to the Company or 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 Company on behalf of the
Fund 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 statement 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 Company and 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 Company shall cause the Fund to
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 or Plans 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 you and the Company on behalf
of the Fund. Unless earlier terminated pursuant to paragraph 12
hereof, this Agreement shall remain in effect until September 30,
1997. 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 Company's Board of Directors
or by vote of a majority of the voting securities of the Fund; and
(b) by the vote of a majority of the Directors, 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 Company or
the Fund); (b) by the Company on behalf of 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 Company on behalf of
the Fund and the General Distributor, provided that such
termination on behalf of the Fund shall be directed or approved by
the Board of Directors 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 on behalf of the Fund, 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. Limitation of Liability. The General Distributor
understands and agrees that the obligations of the Company under
this Agreement relate only to the shares and the property of the
Fund as a series of the Company.
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.
If the foregoing is in accordance with your understanding, so
indicate by signing in the space provided below.
Xxxxxxxxxxx Series Fund, Inc.
on behalf of Xxxxxxxxxxx Disciplined
Value Fund
By: /s/ Xxxxxx X. Xxxxxxx
__________________________
Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxx X. Xxxxxxx
_____________________________
Executive Vice President
and Director
OFMI\375A
