GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX ABSOLUTE RETURN FUND
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: June 15, 2006
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
XXXXXXXXXXX ABSOLUTE RETURN FUND, a Massachusetts business trust (the
"Fund"), 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 ("Shares") 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 Fund's
Registration Statement as it may be amended from time to time (the "current
Prospectus and/or SAI").
In this connection, the Fund desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor 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 it is accordingly agreed by and between us as follows:
1. Appointment of the Distributor. The Fund hereby appoints you as the sole
General Distributor, 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 (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 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 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 1940 Act; (c) the Fund 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 Fund 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 and agree to use your
best efforts to sell 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, or when agreed to by mutual consent of the Fund and
the General Distributor, you will suspend such efforts. 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
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 Series
or class of Shares outstanding, then you may impose a front-end sales charge
and/or a CDSC on Shares of one Series or one class that is different from the
charges imposed on Shares of the Fund's other Series or 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 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 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 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 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 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 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 Fund, to repurchase, from authorized dealers,
certificated or uncertificated shares of the Fund ("Shares") on the basis of
orders received from each dealer ("authorized dealer") with which you have a
dealer agreement for the sale of Shares 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 Fund shall be a third party beneficiary of
such indemnification.
(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 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 losses shall exceed
then-existing gains so arising.
6. 1933 Act Registration. The Fund has delivered to you a copy of its
current Prospectus and SAI. The Fund agrees that it will use its best efforts to
continue the effectiveness of the Registration Statement under the 1933 Act. 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 SAI and any amendments thereto for use in
connection with the sale of Shares.
7. 1940 Act Registration. The Fund 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.
8. State Blue Sky Qualification. 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, 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 Fund shall not be required to qualify shares or to maintain the
qualification of shares in any jurisdiction where it shall deem such
qualification disadvantageous to 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;
(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
Securities Act of 1933 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 current Prospectus and/or SAI.
(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 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.
(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 Fund shall 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 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 the Fund and you. Unless earlier terminated pursuant to paragraph 12
hereof, this Agreement shall remain in effect until two years from the date of
execution hereof, and hereinafter will continue in effect from year to year,
provided that such continuance shall be specifically approved at least annually:
(a) by the Fund'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
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 Fund); (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); or (c) by mutual consent of the Fund
and the General Distributor, provided that such termination by the Fund shall be
directed or approved by the Board of Trustees 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 by 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. Disclaimer of Shareholder Liability. The General Distributor
understands and agrees that the obligations of the Fund under this Agreement are
not binding upon any Trustee or shareholder of the Fund 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, as may be amended
or restated from time to time, of the Fund disclaiming trustee and shareholder
liability for acts or obligations of the Fund. 15. Section Headings The headings
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 Absolute Return Fund
By: /s/ Xxxxxx X. Xxxx
________________________________
Xxxxxx X. Xxxx
Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxxx Xxxxx
_________________________________
Xxxxxxx Xxxxx
Senior Vice President
