From:
AGENCY AGREEMENT
FOR OPPENHEIMERFUNDS
To: OPPENHEIMERFUNDS DISTRIBUTOR, INC.
X.X. XXX 0000
XXXXXX, XX 00000-0000
Gentlemen:
We desire to enter into an agreement with you for making available to our
customers and reselling to you shares of each of the open-end and
closed-end "interval" investment companies and unit investment trusts
of which you are, or may become, the Distributor or Sub-Distributor
(hereinafter collectively referred to as the "Funds" and individually
as a "Fund") and whose shares are offered to the public at an offering
price which may or may not include a sales charge (hereinafter referred
to as "Shares"). Upon acceptance of this Agreement by you, we
understand that we may offer shares and act as authorized agent for our
customers' purchase of Shares from you, subject, however, to all of the
following terms and conditions, and to your right, without notice, to
suspend or terminate the sale of the Shares of any one or more of the
Funds:
1. Shares will be made available at the current offering price in effect
at the time the order of such Shares is confirmed and accepted by you at your
office in Denver, Colorado. All purchase orders, resale orders and applications
of our customers submitted by us are subject to acceptance or rejection in your
sole discretion and, if accepted, each purchase will be deemed to have been
consummated at your office in Denver, Colorado.
2. We represent and warrant to you that we are a "bank" as defined in
section 3(a)(6) of the Securities Exchange Act of 1934, as amended. We agree to
abide by the provisions of the Investment Company Act of 1940, as amended (the
"1940 Act"), the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended, and all applicable rules and regulations of the
Securities and Exchange Commission ("SEC") and the NASD, including without
limitation, the NASD Rules of Conduct, whether or not we are a broker/dealer
subject to the jurisdiction of the SEC and the NASD. We further agree to comply
with all applicable state and Federal laws and the rules and regulations of
authorized regulatory agencies. We agree that we will not offer Shares in any
state or other jurisdiction where they have not been qualified for sale or if
you have not advised us in advance that such sale is exempt from such
qualification requirements. We are responsible under this Agreement for
inquiring of you as to the jurisdictions in which Shares have been qualified for
sale.
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3. We will make available to our customers Shares of any Fund only in
accordance with the terms and conditions of its then-current Prospectus and
Statement of Additional Information (collectively referred to as the
"Prospectus") and we will make no representations about such Shares not included
in said Prospectus or in any authorized supplemental material supplied or
authorized by you. We will not use any other offering materials for the Funds
without your written consent. We will use reasonable efforts in the offer of
Shares and agree to be responsible for the proper instruction and training of
all brokerage personnel in this area employed by us, in order that the Shares
will be offered in accordance with the terms and conditions of this Agreement
and all applicable laws, rules and regulations. We agree to hold you harmless
and indemnify you, the Funds, and your and their respective officers, directors,
trustees and employees in the event that we, or any of our current or former
employees or agents should violate any law, rule or regulation, or any
provisions of this Agreement, which violation may result in any loss or
liability to you, your affiliates or any Fund. If you determine to refund any
amounts paid by an investor by reason of any such violation, we shall promptly
return to you on demand any agency commissions previously paid by you to us with
respect to the transaction for which the refund is made. Furthermore, we agree
to indemnify you, your affiliates and the Funds against any and all claims,
demands, controversies, actions, losses, damages, liabilities, expenses,
arbitrations, complaints or investigations, including without limitation,
reasonable attorneys' fees and court costs that are the result of or arise
directly or indirectly, in whole or in part, from you, your affiliates or the
Funds acting upon instructions for the purchase, exchange or resale of
uncertificated book shares received through your manual or automated phone
system or the Fund/SERV program of National Securities Clearing Corporation;
provided such loss, liability or damages are not the result of the gross
negligence, recklessness or intentional misconduct of you, your affiliates or
the Funds. All expenses which we incur in connection with our activities under
this Agreement shall be borne by us. In connection with all purchase or resale
orders, we are acting as agent for our customer and each transaction is for the
account of our customer and not for our own account. Termination or cancellation
of this Agreement shall not relieve us from the requirements of this paragraph
as to transactions or occurrences arising prior to such termination.
4. Any applicable sales charge and agency commission relative to any sales
of Shares made to our customers will only be at a rate or rates set forth in the
then-current Prospectus of the Fund. In the event the Prospectus or Statement of
Additional Information provides for a minimum holding period in order for us to
receive a dealer commission, asset-based sales charge, service fee or other
payment and Shares relating to that payment are redeemed prior to the
termination of that holding period, we are obligated to repay you a pro rata
portion of such payment, based on the ratio of (i) the difference in the period
of time such Shares were held and the minimum holding period to (ii) the holding
period. You may recoup some or all of such amounts from and to the extent there
are any other commissions or payments due and owing from you to us at any time,
provided, however, that you are not obligated to accept repayment only out of
such other commissions or payments and may demand payment directly from us at
any time until such amounts are repaid in full. To secure our obligation to
repay such payments, we hereby grant you, and you shall have, a security
interest in any and all commissions and other payments due us under this
Agreement or under any Distribution and Service Plan and Agreement for any of
the Funds.
5. The rate(s) of any agency commissions for sale of Shares are subject to
change by you from time to time, and any decreases in such commissions shall be
made upon 30 days' written notice, and any orders placed after the effective
date of such change, will be subject to the rate(s) in effect at the time of
receipt of the payment by you. Such notice requirement shall not apply to any
changes in the asset-based sales charge or service fees paid for such shares.
6. Payments for purchases of Shares made by telephone or wire order
(including purchase orders received through your manual or automated phone
system, or via the Fund/SERV program of National Securities Clearing
Corporation), and all necessary account information required by you to establish
an account or to settle a resale order, including, without limitation, the tax
identification number of the purchaser, certified either by the purchaser or by
us, shall be provided to you and received by you within three business days
after your acceptance of our order or such shorter time as may be required by
law. If such payment or other settlement information are not timely received by
you, we understand that you reserve the right, without notice, to cancel the
purchase or resale order, or, at your option in the case of a purchase order, to
sell the Shares ordered by us back to the Fund, and in either case we may be
held responsible for any loss, including loss of profit, suffered by you or any
Fund resulting from our failure to make the aforesaid timely payment or
settlement. If sales of any Fund's Shares are contingent upon the Fund's receipt
of Federal Funds in payment therefor, we will forward promptly to you any
purchase orders and/or payments received by us for such Shares from our
customers. With respect to purchase orders of uncertificated book shares placed
via Fund/SERV, we shall retain in our files all applications and other documents
required by you to establish an account or to settle a resale order. We will
provide you with the original of such documents at your request.
7. We agree that we will act as agent with respect to Shares only if they
are purchased from you or repurchased by you from our customers. If Shares are
purchased from you by our customers, we warrant that such purchases are only for
investment. If Shares are purchased by us from our customers for resale to you,
we agree that such customers will be paid not less than the applicable
redemption or repurchase price then quoted by the Fund.
8. You may consider any order we place for Fund shares to be the total
holding of Shares by the investor, and you may assume that the investor is not
entitled to any reduction in sales price beyond that accorded to the amount of
that purchase order as determined by the schedule set forth in the then-current
Prospectus, unless we advise you otherwise when we place the order.
9. We may place resale orders with you for Shares owned by our customers,
but only in accordance with the terms of the applicable Fund Prospectus. We
understand and agree that by placing a resale order with you by wire or
telephone (including resale orders for uncertificated book shares placed via
your manual or automated phone system or via the Fund/SERV program of National
Securities Clearing Corporation), we represent to you that a request for the
redemption of the shares covered by the resale order has been delivered to us by
the registered owner(s) of such shares, and that such request has been executed
in the manner and with the signature(s) of such registered owner(s) guaranteed
as required by the then-current Prospectus of the applicable Fund. Such resale
orders shall be subject to the following additional conditions:
(a) We shall furnish you with the exact registration, account number and
Class of Shares to be redeemed at the time we place a resale order by wire
or telephone. Other than for resale orders of uncertificated book shares
placed via Fund/SERV, we shall tender to you, within three business days
of our placing such resale order: (i) a stock power or letter, duly signed
by the registered owner(s) of the Shares which are the subject of the
order, duly guaranteed, (ii) any Share certificates required for such
redemption, and (iii) any additional documents which may be required by
the applicable Fund or its transfer agent, in accordance with the terms of
the then-current Prospectus of the applicable Fund and the policies of the
transfer agent. With respect to resale orders of uncertificated book
shares placed via Fund/SERV, we shall retain in our files all documents
required by you to effect such transaction. We will provide you with the
original of such documents at your request.
(b) The resale price will be the next net asset value per share of the
Shares computed after your receipt, prior to the close of the New York
Stock Exchange ("NYSE"), of an order placed by us to resell such Shares,
except that orders placed by us after the close of the NYSE on a business
day will be based on the Fund's net asset value per share determined that
day, but only if such orders were received by us from our customer prior
to the close of business of the NYSE that day and if we placed our resale
order with you prior to your normal close of business that day.
(c) In connection with a resale order we have placed, if we fail to make
delivery of all required certificates and documents in a timely manner, as
stated above (other than for resale orders placed via Fund/SERV), or if
the registered owner of the Shares subject to the resale order redeems
such Shares prior to our settlement of the order, you have the right to
cancel our resale order. If any cancellation of a resale order or if any
error in the timing of the acceptance of a resale order placed by us shall
result in a loss to you or the applicable Fund, we shall promptly
reimburse you for such loss.
10. If any Shares sold to our customers under the terms of this Agreement
are redeemed by any of the Funds (including without limitation redemptions
resulting from an exchange for Shares of another Fund) or are repurchased by you
as agent for the Fund or are tendered to a Fund for redemption within seven
business days after your confirmation to our customers of our original purchase
order for such Shares, we shall promptly repay you the full amount of the agency
commission (including any supplemental commission) allowed to us on the original
sale, provided you notify us of such repurchase or redemption. Termination,
amendment or cancellation of this Agreement shall not relieve us from the
requirements of this paragraph.
11. We will comply with, and conform our practices to, any and all written
compliance standards and policies and procedures that you may from time to time
provide to us.
12. Your obligations to us under this Agreement are subject to the
provisions of any agreements entered into between you and the Funds and any
plans adopted by the Funds under Rule 12b-1 under the 1940 Act. If we are paid a
service fee by you or by any of the Funds, we agree to provide, at the request
of you or such Funds, verifications that such payments were used for personal
services and/or the maintenance of personal accounts, related to the Shares held
by our customers. We understand and agree that you are in no way responsible for
the manner of our performance of, or for any of our acts or omissions in
connection with, the services we provide under this Agreement. Nothing in this
Agreement shall be construed to constitute us or any of our agents, employees or
representatives as the agent or employee of you or any of the Funds.
13. We undertake to promptly notify you if we are not now a member of the
Securities Investor Protection Corporation (or its successor)("SIPC"), or if at
any time during the term of the Dealer Agreement we cease being a member of
SIPC. Such notice shall be in writing and shall be sent via first class mail to:
OppenheimerFunds Distributor, Inc., Attn: General Counsel, Xxx Xxxxx Xxxxx
Xxxxxx Xxx Xxxx, XX 00000-0000.
14. We may terminate this Agreement by written notice to you, which
termination shall become effective ten days after the date of mailing such
notice to you. We agree that you have and reserve the right, in your sole
discretion without notice to us, to suspend sales of Shares of any of the Funds,
at any time, or to withdraw entirely the offering of Shares of any of the Funds,
at any time, or, in your sole discretion, to modify, amend or cancel this
Agreement upon written notice to us of such modification, amendment or
cancellation, which shall be effective on the date stated in such notice.
Without limiting the foregoing, you may terminate this Agreement if we violate
any of the provisions of this Agreement, said termination to become effective on
the date you mail such notice to us. Without limiting the foregoing, and any
provision hereof to the contrary notwithstanding, the appointment of a trustee
for all or substantially all of our business assets, or our violation of
applicable state or Federal laws or rules and regulations of authorized
regulatory agencies will terminate this Agreement effective upon the date you
mail notice to us of such termination. Your failure to terminate this Agreement
for a particular cause shall not constitute a waiver of your right to terminate
this Agreement at a later date for the same or any other cause. All notices
hereunder shall be to the respective parties at the addresses listed heron,
unless such address is changed by written notice sent to the last address of the
other party provided under this Agreement.
15. This Agreement shall become effective as of the date when it is
executed and dated by you below and shall be in substitution of any prior
agreement between you and us covering any of the Funds. This Agreement and all
the rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of New York applicable to agreements to be
performed in New York, without giving effect to choice of law rules. This
Agreement is not assignable or transferable, except that you may without notice
or consent from us, assign or transfer this Agreement to any successor firm or
corporation which becomes the Distributor or Sub-Distributor of the Funds or
assign any of your duties under this Agreement to any entity under common
control with you.
16. By signing this Agreement, we represent and warrant to you that this
Agreement has been duly authorized by us by all necessary action, corporate or
otherwise, and is signed on our behalf by our duly authorized officer or
principal.
(Name of Bank)
(Address)
By:
(Authorized Signature of Bank)
(Name)
(Title)
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
Date:
POLICIES AND PROCEDURES
WITH RESPECT TO SALES
OF MULTI-CLASS
XXXXXXXXXXX FUNDS
The Multi-Class Xxxxxxxxxxx Funds offer one or more of the following
classes of shares--shares subject to a front-end sales charge ("Class A
Shares"), shares subject to an asset-based sales charge and a declining
contingent deferred sales charge ("Class B Shares"), and/or shares subject to an
asset-based sales charge and a 12-month contingent deferred sales charge ("Class
C Shares"). It is therefore important for investors not only to choose a fund
appropriate for their investment objectives, but also to choose the appropriate
distribution arrangement, based on a variety of factors including the amount
invested and the expected duration of the investment. To assist investors in
these decisions, we are instituting the following policy.
1. Purchase order(s) by a "single purchaser" in any one day for $100,000
or more of Class B shares of Xxxxxxxxxxx Funds described in their respective
prospectuses as "Eligible Funds" but less than the amount shown in the next
paragraph must be reviewed by [Dealer's appropriate supervisor], who must
approve the purchase order ticket in light of the relevant facts and
circumstances, including:
(a) the specific purchase order dollar amount;
(b) the length of the time the investor expects the investment will be
held; and
(c) any other relevant circumstances, such as the availability of a
reduced sales charge for purchasing Class A Shares under rights of
accumulation or a letter of intent, and anticipated changes in the fund's
per share net asset value.
2. Purchase order(s) by a "single purchaser" in any one day for either
$500,000 or more of Class B shares or $1,000,000 or more of Class C shares of
one or more Xxxxxxxxxxx Funds described in their respective prospectuses as
"Eligible Funds" will not be permitted.
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The instances in which one distribution arrangement may be more
appropriate than the other include the following. Investors who would qualify
for a reduced front-end sales charge on Class A Shares may determine that
payment of such a reduced front-end sales charge is preferable to payment of a
higher ongoing asset-based sales charge in another Class. On the other hand,
investors whose orders would not qualify for a Class A reduced sales charge may
wish to defer the sales charge and have their entire investment applied to
purchase Class B or Class C Shares. However, if such an investor anticipates
redeeming Class B Shares within a short period of time, such as within one year,
that investor may, depending on the amount purchased, bear higher distribution
expenses than if Class A Shares had been purchased instead. In addition,
investors who intend to hold their shares for a significantly long time may not
wish to bear the higher ongoing asset-based sales charges of Class B or Class C
Shares irrespective of the fact that the contingent deferred sales charge that
would apply to a redemption of Class B shares is reduced over time and is
ultimately eliminated, or that the contingent deferred sales charge that would
apply to a redemption of Class C shares is relatively small in duration and
amount.
[Dealer's appropriate supervisor] must ensure that all employees receiving
investor inquiries about the purchase of shares of Multi-Class Xxxxxxxxxxx Funds
advise the investor of the alternative distribution methods offered, and the
impact of choosing one method over another. It may be appropriate for [Dealer's
appropriate supervisor] to discuss specific purchases of the types described
above with the investor.
This policy is effective immediately with respect to any order for the
purchase of shares of all Multi-Class Xxxxxxxxxxx Funds. Questions relating to
this policy should be directed to [Dealer's appropriate senior management
personnel], who may obtain further information from OppenheimerFunds
Distributor, Inc.'s Dealer Services Department at 0-000-000-0000.
Legag/agmt799_agency
