GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
XXXXXXXXXXX REAL ESTATE FUND AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Dated as of February 12th, 2002
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
000 Xxxxxxx Xxxxxx,
Xxx Xxxx, XX 00000
Dear Sirs:
XXXXXXXXXXX REAL ESTATE 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 appoints you as the sole General Distributor, pursuant
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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,
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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
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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 a copy of its current Prospectus and SAI. The
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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
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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
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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
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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
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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
hereafer 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
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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
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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
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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 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
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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 Real Estate Fund
By: __________________________
Xxxxxx X. Xxxx
Secretary
Accepted:
OppenheimerFunds Distributor, Inc.
By: ______________________________
Xxxxxxxxx X. Xxxx
Vice President and Secretary
NIA\RealEstate\Orgzdoc\590GenDistAgmt(Feb1202).doc
