GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
Xxxxxxxxxxx Senior Floating Rate Fund
And
Oppenheimerfunds Distributor, Inc.
Date: August 24, 1999
OppenheimerFunds Distributor, Inc.
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000
Dear Sirs:
Xxxxxxxxxxx Senior Floating Rate Fund, a Massachusetts business trust (the
"Fund"), is registered as an investment company under the Investment Company Act
of 1940 (the "1940 Act"), and one or more classes of its shares of beneficial
interest ("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 repurchase proceeds of shares offered and sold at net
asset value with or without a front-end sales charge may be subject to an early
withdrawal charge ("EWC") 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 an EWC 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 EWC 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 EWC that may apply) to the extent set
forth in the current Prospectus and/or SAI.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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 Plans,
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 7.
10. Duration. This Agreement shall take effect on the date first written above.
Unless earlier terminated pursuant to paragraph 11 hereof, this Agreement shall
remain in effect until two years from the date of execution hereof, and 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 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.
11. 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.
12. Assignment. This Agreement may not be amended or changed except in writing
and shall be binding upon and shall ensure 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.
13. 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 Amended and Restated Declaration of Trust of the Fund
disclaiming Trustee and shareholder liability for acts or obligations of the
Fund.
14. 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 Senior Floating Rate Fund
/s/ Xxxxxx X. Xxxxxxx
By:_________________________________
Xxxxxx X. Xxxxxxx, Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
/s/ Xxxxxxxxx X. Xxxx
By: _______________________________________
Xxxxxxxxx X. Xxxx, Vice President & Secretary
