GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX PRINCIPAL PROTECTED TRUST II
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: October 9, 2003
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
XXXXXXXXXXX PRINCIPAL PROTECTED TRUST II, 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.
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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. 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.
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(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:
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(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 Principal Protected Trust II
/s/ Xxxxxx X. Xxxx
By: ____________________________________
Xxxxxx X. Xxxx, Vice President &
Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
/s/ Xxxxxxxxx X. Xxxx
By: _____________________________
Xxxxxxxxx X. Xxxx, Vice President
