GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: February 24, 1998
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS (the "Trust"), a Massachusetts business
trust, 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 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 Trust's Registration Statement as it may be
amended from time to time (the "Current Prospectus and/or SAI").
In this connection, the Trust desires that your firm (the "General
Distributor") act in a principal capacity as General Distributor for the sale
and distribution of Class 2 shares of beneficial interest ("Shares") for the
following Series: Xxxxxxxxxxx Money Fund, Xxxxxxxxxxx Bond Fund, Xxxxxxxxxxx
Growth Fund, Xxxxxxxxxxx High Income Fund, Xxxxxxxxxxx Aggressive Growth Fund,
Xxxxxxxxxxx Multiple Strategies Fund, Xxxxxxxxxxx Global Securities Fund,
Xxxxxxxxxxx Strategic Bond Fund, Xxxxxxxxxxx Growth & Income Fund and
Xxxxxxxxxxx Small Cap Growth Fund which have been registered as described above
and of any additional Class 2 and subsequent Classes of Shares which may become
registered during the term of this Agreement. You have advised the Trust 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 Trust hereby appoints you as the
sole General Distributor for sale of its Shares, pursuant to the aforesaid
continuous public offering of its Shares and the Trust 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 Trust may
itself sell Shares as an investment to the officers, trustees or directors and
bona fide present and former full-time employees of the Trust, the Trust's
Investment Adviser and affiliates thereof, and to other
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investors who are identified in the current Prospectus and/or SAI; (b) the Trust
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 Trust may issue Shares for the reinvestment of dividends and other
distributions of the Trust or of any other Trust if permitted by the current
Prospectus and/or SAI; and (d) the Trust 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
Trust 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 Trust and
the General Distributor, you will suspend such efforts. The Trust 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 of the Trust.
3. 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. Shares of the Trust may be sold by you only at
net asset value
without sales charge upon receipt of Federal Funds for the
purchase of any
Shares sold by you pursuant to provisions hereof.
(b) You agree promptly to issue or to cause the duly appointed
transfer or
shareholder servicing agent of the Trust to issue as your
agent confirmations
of all accepted purchase orders and to transmit a copy of
such confirmations
to the Trust. 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 Trust to be paid
promptly after receipt of payment from the originating
insurance company,
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 insurance
company, dealer or
broker or investor. In no event shall the General
Distributor make payment
to the Trust later than permitted by applicable rules of
the National
Association of Securities Dealers, Inc. Notwithstanding
the provisions of
part (a) of this Section 3 of this Agreement, purchase
orders received from an
authorized insurance company or dealer after the latest
determination of the
Trust's net asset value on a regular business day will
receive that latest net
asset value if the request to the insurance company or
dealer by its customer
to arrange such purchase prior to the latest determination
of the Trust's net
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asset value that day complies with the requirements governing
such requests as stated in the current Prospectus and/or SAI.
(c) If the originating insurance company or 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 insurance company or
dealer or broker, or
investor. You agree promptly to reimburse the Trust 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 Trust
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 Trust agrees that if such investor fails
to make you whole for
any loss you pay to the Trust on such canceled purchase
order, the Trust will
reimburse you for such loss to the extent of the aggregate
redemption
proceeds of any other Shares of the Trust owned by such
investor, on your
demand that the Trust exercise its right to claim such
redemption proceeds.
The Trust 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 Trust 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
Trust to the extent set
forth in the current Prospectus and/or SAI.
4. Repurchase of Shares.
(a) In connection with the repurchase of Shares, you are
appointed and shall act
as Agent of the Trust. You are authorized, for so long as
you act as General
Distributor of the Trust, to repurchase, from authorized
insurance companies
or dealers, certificated or uncertificated shares of the
Trust ("Shares") on the
basis of orders received from each insurance company or
dealer ("authorized
insurance company") with which you have a participation
agreement for the
sale of Shares and permitting resales of Shares to you,
provided that such
authorized insurance company, 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 current
effective prospectus and/or SAI, or (ii) if such Shares are
uncertificated, that
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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 current
effective prospectus of the Trust.
(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 Trust,
or, if so directed, to any duly appointed transfer or
shareholder servicing
agent of the Trust. In your discretion, you may accept
repurchase requests
made by a financially responsible insurance company or
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 Trust shall
be a third party beneficiary of such indemnification.
(c) Upon receipt by the Trust 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 current effective Prospectus or SAI, the Trust
will pay or cause
its duly appointed transfer or shareholder servicing agent
promptly to pay to
the originating authorized insurance company the
redemption price of the
repurchased Shares (other than repurchased Shares subject
to the provisions
of part (d) of Section 4 of this Agreement) next determined
after your receipt
of the dealer's repurchase order.
(d) Notwithstanding the provisions of part (c) of Section 4 of
this Agreement,
repurchase orders received from an authorized dealer after
the latest
determination of the Trust's redemption price on a regular
business day will
receive that day's latest redemption price if the request
to the dealer by its
customer to arrange such repurchase prior to the latest
determination of the
Trust'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
Trust. 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 a Fund
harmless from the effect of any errors or omissions which
might cause an
over- or under-redemption of a Fund's Shares and/or an
excess or non-
payment of dividends, capital gains distributions, or other
distributions.
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(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
Trust, you agree promptly
to reimburse the Trust for any amount by which any loss
shall exceed then-
existing gains so arising.
5. 1933 Act Registration. The Trust has delivered to you a copy of its
current Prospectus and SAI. The Trust agrees that it will use its best efforts
to continue the effectiveness of the Trust's Registration Statement filed under
the 0000 Xxx. The Trust 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 Trust will furnish you at your expense with a
reasonable number of copies of the current Prospectus and SAI and any amendments
thereto for use in connection with the sale of Shares.
6. 1940 Act Registration. The Trust 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. Duties of Distributor:
(a) Neither you nor any of your officers will take any long or
short position in the shares of the Trust, but this provision
shall not prevent you or your officers from acquiring shares
of the Trust for investment purposes only;
(b) You shall furnish to the Trust 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;
(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 Trust
or its transfer or shareholder servicing agent to respond
to shareholder
requests or complaints, and to permit the Trust to maintain
proper accounting
records, and you shall make such records available to the
Trust 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 Trust's current Prospectus and/or SAI and
all applicable laws, rules and regulations with respect to the
purchase, sale and distribution of Shares.
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8. Allocation of Costs. The Trust 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 Trust's Service
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 direct or
indirect shareholders) and any sales literature used by you in the public sale
of the Shares.
9. 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 Trust and you. Unless earlier terminated pursuant to Section 10
hereof, this Agreement shall remain in effect until September 30, 1999. 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
Trust's Board of Trustees or by vote of a majority of the voting securities of
the Trust; 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.
10. 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 Trust); (b) by the Trust 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 Trust
and the General Distributor, provided that such termination by the Trust
pursuant to part (b) of this Section 10 shall be directed or approved by the
Board of Trustees of the Trust or by the vote of the holders of a "majority" of
the outstanding voting securities of the Trust.
11. 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.
12. Disclaimer of Shareholder Liability. The General Distributor
understands and agrees that the obligations of the Trust under this Agreement
are not binding upon any shareholder or any Trustee of the Trust personally, but
bind only the Trust and the Trust's property; the General Distributor represents
that it has notice of the provisions of the Declaration of Trust of the Trust
disclaiming shareholder and Trustee liability for acts or obligations of the
Trust.
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13. 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, kindly so
indicate by signing in the space provided below.
XXXXXXXXXXX VARIABLE ACCOUNT FUNDS
By:
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
