GENERAL DISTRIBUTOR'S AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇▇▇▇ ROCHESTER MINNESOTA MUNICIPAL FUND
AND
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Date: April 19, 2006
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Two World Financial Center
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Dear Sirs:
▇▇▇▇▇▇▇▇▇▇▇ ROCHESTER MINNESOTA MUNICIPAL FUND, 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.
(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.
(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:
(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 ▇▇▇▇ ▇▇▇) 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.
▇▇▇▇▇▇▇▇▇▇▇ Rochester Minnesota Municipal Fund
By: ____________________________________
Accepted:
OppenheimerFunds Distributor, Inc.
By: _____________________________