GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX MULTI CAP VALUE FUND
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: November 8, 2002
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
XXXXXXXXXXX MULTI CAP VALUE FUND, a Massachusetts business
trust (the "Fund"), is registered as an investment company
under the Investment Company Act of 1940 (the "1940 Act"),
and an indefinite number of 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
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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
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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
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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 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 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
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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
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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
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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
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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
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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
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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
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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
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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
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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 Multi Cap Value
Fund
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
/s/ Xxxxxxxxx X. Xxxx
By:
Xxxxxxxxx X. Xxxx
Vice President
