EXHIBIT 6.5
FORM OF
GENERAL DISTRIBUTOR'S AGREEMENT
Between
XXXXXXXXXXX SERIES FUND, INC.
on behalf of Xxxxxxxxxxx Disciplined Allocation 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
Allocation 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
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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,
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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
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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
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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
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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
filedwith 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
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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
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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
Allocation Fund
By: ________________________________
Accepted:
OppenheimerFunds Distributor, Inc.
By: _______________________________
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SCHEDULE OF OMITTED GENERAL DISTRIBUTOR'S AGREEMENTS
Due to the substantial similarity of the General
Distributor's Agreements among OppenheimerFunds Distributor, Inc.
("ODI") and the Registrant, on behalf of the respective series of
the Registrant, the following form of Agreement on behalf of
Xxxxxxxxxxx Disciplined Allocation Fund and this schedule of
omitted documents is filed in accordance with the requirements of
Rule 8b-31 under the Investment Company Act of 1940.
1. General Distributor's Agreement between ODI, on
behalf of Connecticut Mutual Liquid Account.
2. General Distributor's Agreement between ODI, on
behalf of Connecticut Mutual Government Securities
Account.
3. General Distributor's Agreement between ODI, on
behalf of Connecticut Mutual Income Account.
4. General Distributor's Agreement between ODI, on
behalf of Xxxxxxxxxxx Disciplined Value Fund.
5. General Distributor's Agreement between ODI, on
behalf of Xxxxxxxxxxx LifeSpan Growth Fund.
6. General Distributor's Agreement between ODI, on
behalf of Xxxxxxxxxxx LifeSpan Balanced Fund.
7. General Distributor's Agreement between ODI, on
behalf of Xxxxxxxxxxx LifeSpan Income Fund.
