EXHIBIT 9(a)
ROCHESTER PORTFOLIO SERIES
350 Linden Oaks
Rochester, N.Y. 14625
Rochester Fund Services, Inc.
000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attn: Xx. Xxxxxxx X. Xxxxx, Vice President
Xxxxxxxxxxx Management Corporation
0 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: Xxxxxx Xxxxxxx
Re: ACCOUNTING, ADMINISTRATION & RECORDKEEPING AGREEMENT
Pursuant to Section 20 of the Accounting, Administration and Recordkeeping
Agreement between Rochester Fund Municipals and Rochester Fund Services, Inc.,
this will serve as the funds written consent to the assignment of that agreement
from Rochester Fund Services, Inc. to Xxxxxxxxxxx Management Corporation.
ROCHESTER PORTFOLIO SERIES
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------
Xxxxxx X. Xxxxxxxx, President
ACCOUNTING, ADMINISTRATION AND RECORDKEEPING AGREEMENT
BETWEEN
ROCHESTER PORTFOLIO SERIES
AND
ROCHESTER FUND SERVICES, INC.
THIS AGREEMENT is made as of the 15th day of April, 1994, by and between
ROCHESTER PORTFOLIO SERIES ("Fund"), a Massachusetts business trust, on behalf
of its Limited Term New York Municipal Fund and such other series of the Fund as
the Fund may add from time to time, and ROCHESTER FUND SERVICES, INC. ("Agent"),
a New York corporation. Each reference herein to the Fund shall, where
appropriate, relate to the series thereof.
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"), and
as a transfer agent under the Securities Exchange Act of 1934, as amended ("1934
Act"); and
WHEREAS, the Fund wishes to retain the Agent to provide certain Fund
accounting, administration and shareholder recordkeeping services other than
those services specified in Section 3(a)(25) of the 1934 Act, and the Agent is
willing to furnish such services;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Fund hereby appoints the Agent to provide certain accounting
services for the Fund and to provide certain administration and recordkeeping
services for the holders of common stock ("Shares") of the Fund ("Shareholders")
for the period and on the terms set forth in this Agreement. The Agent accepts
such appointment and agrees to furnish the services herein set forth in return
for the compensation as provided in Paragraph 12 of this Agreement. The Fund and
the Agent agree that nothing contained in this Agreement is intended to require
the Agent to perform any activity specified in Section 3(a)(25) of the 1934 Act.
2. DELIVERY OF DOCUMENTS. The Fund has made available to the Agent (or has
furnished the Agent with) properly certified or authenticated copies, with all
amendments or supplements thereto, of the following documents:
(a) Agreement and Declaration of Trust of the Fund;
(b) By-Laws of the Fund;
(c) Resolutions of the Fund's Board of Trustees appointing the Agent and
approving the form of this Agreement; and
(d) Resolutions of the Fund's Board of Trustees designating certain of its
officers to give instructions on behalf of the Fund to the Agent and authorizing
the Agent to rely upon Proper Instructions (as hereinafter defined).
3. AUTHORIZED PERSONS. Concurrently with the execution of this Agreement, the
Fund shall deliver to the Agent a certificate, or such other certificate as
may be received by the Agent from time to time, setting forth the names, titles
and signatures of such persons authorized to give Proper Instructions or any
other notice, request, direction, instruction, certificate or instrument on
behalf of the Fund ("Authorized Persons"). Such certificate may be accepted and
reasonably relied upon by the Agent as conclusive evidence of the facts set
forth therein and shall be considered to be in full force and effect until
delivery to the Agent of a similar certificate to the contrary. Upon delivery of
a certificate that deletes the name of a person previously authorized to give
Proper Instructions, such person shall no longer be considered an Authorized
Person.
4. PROPER INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, the Agent shall act only
upon Proper Instructions. "Proper Instructions" shall mean: (i) a tested telex
from the Fund; (ii) other communications effected directly between
electro-mechanical or electronic devices or systems, provided that the Agent and
the Fund agree to the use of such device or system; (iii) a written request,
direction, instruction or certification signed or initialed on behalf of the
Fund by one or more Authorized Persons; or (iv) telephonic or other oral
instructions given by any Authorized Person that the Agent reasonably believes
to have been given by a person authorized to give such instructions. Proper
Instructions may be in the form of standing instructions.
(b) Oral instructions will be confirmed by tested telex or in writing in
the manner set forth above by the close of business on the same day that oral
instructions are given to the Agent, but the lack of such confirmation shall in
no way affect any action taken by the Agent in reasonable reliance upon such
oral instructions.
(c) The Agent may assume that any Proper Instructions received hereunder
are not in any way inconsistent with any provisions of the Agreement and
Declaration of Trust or By-Laws or any vote, resolution or proceeding of the
Fund's
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Shareholders, or of the Board of Trustees or of any committees thereof. The
Agent shall be entitled reasonably to rely upon any Proper Instructions
actually received by it pursuant to this Agreement. The sole obligation of
the Agent with respect to any follow-up or confirmatory instruction shall
be to make reasonable efforts to detect any discrepancy between said
instruction and the original Proper Instruction and to advise the Fund
accordingly.
5. FUND ACCOUNTING SERVICES.
(a) Daily Activities. The Agent will perform the following accounting
functions on a daily basis:
(1) Journalize the Fund's investment, capital share and income and
expense activities;
(2) Verify investment buy/sell trade tickets received from the Fund's
investment adviser and transmit trades to the Fund for transmittal
for proper settlement;
(3) Maintain individual ledgers for investment securities;
(4) Maintain historical tax lots for each security;
(5) Reconcile Share activity and outstanding Share balances with the
transfer agent;
(6) Update the cash availability throughout the day as required by the
Fund's investment adviser;
(7) Post to and prepare the Fund's Statement of Assets and Liabilities
and the Statement of Operations;
(8) Calculate various contractual expenses (e.g., advisory and custody
fees);
(9) Monitor the expense accruals and notify Fund management of any
proposed adjustments;
(10) Calculate capital gains and losses;
(11) Determine the Fund's net income;
(12) Obtain security market quotations from Quotron Financial
Information Services or such other services approved by the Fund's
investment adviser, or if such quotes are unavailable, then obtain
such prices from the Fund's investment adviser, and in either case
calculate the market value of the Fund's investments;
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(13) Value the assets of the Fund and compute the net asset value per
share of the Fund at such times and dates and in the manner specified
in the Fund's current prospectus;
(14) Provide a copy of the daily portfolio valuation to the Fund's
investment adviser; and
(15) Compute the Fund's yield, total return, expense ratio, portfolio
turnover rate and daily dividend factor and disseminate as agreed upon
by the parties hereto.
(b) Monthly Activities. On the first business day following the end of each
month, the Fund shall cause the Fund's custodian to prepare and forward to the
Agent, within three business days following the end of each such month, a
monthly statement of cash and portfolio transactions, which the Agent will
reconcile with the Agent's accounts and records maintained for the Fund. Within
three business days following the Agent's receipt of the monthly statement
provided by the Fund's custodian, the Agent will provide a written report of any
discrepancies to the Fund's custodian, and will provide a written report of any
unreconciled items to the Fund.
(c) Other Activities. In addition to the foregoing accounting services, the
Agent will:
(1) Prepare monthly financial statements, which will include a (i)
schedule of investments, (ii) statement of assets and liabilities,
(iii) statement of operations, (iv) statement of changes in net
assets, (v) cash statement, and (vi) schedule of capital gains and
losses;
(2) Prepare quarterly broker security transactions summaries;
(3) Supply various Fund statistical data as reasonably requested by
the Fund on an ongoing basis;
(4) Assist in the preparation of support schedules necessary for
completion of the Fund's federal, state and, if applicable, excise tax
returns;
(5) Assist in the preparation of the Fund's semi-annual reports with
the Securities and Exchange Commission ("SEC") on Form N-SAR;
(6) Assist in the preparation of the Fund's annual and semi-annual
Shareholder reports and any proxy statements;
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(7) Assist in the preparation of registration statements on Form N-1A
and other filings relating to the registration of the Fund's Shares;
(8) Act as liaison with the Fund's independent certified public
accountants and provide account analyses, fiscal year summaries, and
other audit related schedules, and take all reasonable action in the
performance of its obligations under this Agreement to assure that the
necessary information is made available to such accountants for the
expression of their opinion, as such may be required by the Fund from
time to time; and
(9) Render such other similar services as may be reasonably requested
by the Fund.
6. ADMINISTRATION AND SHAREHOLDER RECORDKEEPING SERVICES. The Agent shall
perform the following administration and recordkeeping services:
(a) General. The Agent will establish one or more accounts with the
Fund's custodian for the prompt deposit of funds received in
connection with the Agent's activities hereunder.
(b) Purchases. The Agent shall act as agent for the Fund and/or the
Fund's principal underwriter for the purpose of receiving and
accepting orders and payment for the purchase of Shares in accordance
with the Fund's prospectus as amended from time to time. If such
purchase orders comply with the procedures as may be described in the
Fund's current prospectus or as set forth in Proper Instructions, the
Agent shall promptly deliver payment and appropriate documentation
therefor to the Fund. If any check or other order for the purchase of
Shares is returned to the Agent unpaid for any reason, the Agent shall
promptly deliver such check or order to the Fund for further action.
(c) Redemptions. The Agent shall act as agent for the Fund and/or the
Fund's principal underwriter for purposes of receiving and accepting
redemption requests and redemption directions in accordance with the
Fund's prospectus as amended from time to time. If such redemption
requests and directions comply with the procedures as may be described
in the Fund's current prospectus or as set forth in Proper
Instructions, the Agent shall deliver the appropriate instructions
therefor to the Fund. If any such request for redemption does not
comply with the procedures for redemption approved by the Fund, the
Agent shall promptly notify the Shareholder and the Fund of such fact,
together with the reason therefor.
(d) Exchanges and Transfers. The Agent shall act as agent for the Fund
and/or the Fund's principal underwriter for
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purposes of receiving and accepting exchange and transfer requests and
exchange and transfer directions in accordance with the Fund's
prospectus, as amended from time to time. If such requests and
directions comply with the procedures as may be described in the
Fund's current prospectus or as set forth in Proper Instructions, the
Agent shall deliver the appropriate instructions therefor to the Fund.
If any such request for exchange or transfer does not comply with the
procedures for exchange or transfer as approved by the Fund, the Agent
shall promptly notify the Shareholder and the Fund of such fact,
together with the reason therefor.
(e) Recordkeeping.
(1) The Agent shall record the issuance, transfer, redemption and
exchange of Shares and the issuance and transfer of Share
certificates, and shall maintain pursuant to applicable rules and
regulations of the SEC a record of the total number of Shares of
the Fund that are authorized, based upon data provided to it
by the Fund as transfer agent, and issued and outstanding. The
Agent shall also maintain an account entitled "Unissued
Certificate Account" in which it will record the Shares issued
and outstanding from time to time for which the issuance of Share
certificates by the Fund is deferred. The Agent shall provide the
Fund on a regular basis or upon reasonable request the total
number of Shares that are authorized and issued and outstanding,
but shall have no obligation, when recording the issuance of
Shares, except as otherwise set forth herein, to monitor the
issuance of such Shares or to take cognizance of any laws
relating to the issue or sale of such Shares, which functions
shall be the sole responsibility of the Fund.
(2) The Agent shall establish and maintain records pursuant to
applicable rules and regulations of the SEC relating to the
services to be performed hereunder in the form and manner agreed
to by the Fund, including a record for each Shareholder's account
of the following:
(i) Name, address and tax identifying number;
(ii) Number of Shares and fractional Shares held;
(iii) Historical information as to the account, including
dividends paid and date and price for all transactions;
(iv) Any stop or restraining order placed against the
account;
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(v) Information with respect to withholdings in the case of
a foreign account or an account for which withholding is
required by the Internal Revenue Code;
(vi) Any dividend reinvestment order, plan application,
dividend address and correspondence relating to the current
maintenance of the account;
(vii) Certificate numbers and denominations for any
Shareholder holding certificates; and
(viii) Any information required in order for the Agent to
perform the calculations contemplated or required by this
Agreement.
(f) Reports.
(1) The Agent shall furnish periodically to the Fund, as well as
to the appropriate agent of the Fund designated by the Fund
for the receipt of such information, the following information:
(i) The total number of Shares issued and outstanding
(including a breakdown of the total number of Shares issued
and outstanding in each state for Blue Sky purposes) as
determined according to Proper Instructions delivered from
time to time by the Fund to the Agent;
(ii) Shareholder lists and statistical information; and
(iii) Such other information as may be agreed upon from time
to time.
(2) The Agent shall prepare and file with the Internal Revenue
Service and appropriate state agencies, and, if required, mail to
Shareholders, such forms or notices for reporting dividends and
distributions paid as are required to be so filed and mailed.
(g) Other Duties. In addition to and not in lieu of the services set
forth above, the Agent shall prepare Shareholder meeting lists, mail
proxies and other material supplied to it by the Fund in connection
with Shareholder meetings, receive and tabulate proxies, mail
Shareholder reports and prospectuses to current Shareholders, prepare
and mail confirmation forms and statements of account to Shareholders
for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, prepare and mail activity
statements for Shareholders, provide Shareholder
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account information, answer inquiries from Shareholders regarding
their Share accounts or the Fund (or, if more properly responded to by
the transfer agent or distributor, refer the inquiry to the
appropriate person), and supervise the activities of the Fund's
custodian and the Fund's activities as transfer agent.
7. RECORDS. The Agent shall create and maintain all necessary books and records
in accordance with all applicable laws, rules and regulations, including, but
not limited, to records required by Section 31(a) of the 1940 Act and the rules
thereunder, as the same may be amended from time to time, pertaining to the
services performed by it and not otherwise created and maintained by another
party pursuant to contract with the Fund. Such books and records which are in
the possession of the Agent shall be the property of the Fund. The Fund, or the
Fund's authorized representatives, shall have access to such books and records
at all times during the Agent's normal business hours. Upon the reasonable
request of the Fund, copies of any such books and records shall be provided by
the Agent to the Fund or the Fund's authorized representatives at the Fund's
expense.
8. INFORMATION TO BE PROVIDED TO AGENT. The Fund shall provide, and shall
require each of its agents (including, without limitation, its custodian and
distributor) to provide, to the Agent, in a timely fashion all data and
information necessary for the Agent to maintain the Fund's accounts, books and
records as required by this Agreement.
9. CONFIDENTIALITY. The Agent agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Fund all books,
records and other information relative to the Fund and the Fund's prior, present
or potential Shareholders, and not to use such books, records and other
information for any purpose other than performance of the Agent's
responsibilities and duties hereunder, except, after prior notification to and
approval by the Fund, which approval shall not be unreasonably withheld and may
not be withheld where the Agent may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Fund.
10. RIGHT TO RECEIVE ADVICE.
(a) Advice of the Fund. If the Agent shall be in doubt as to any action to
be taken or omitted by it, it may request, and shall promptly receive, from
the Fund directions or advice, including Proper Instructions where
appropriate.
(b) Advice of Counsel. If the Agent shall be in doubt as to any question of
law involved in any action to be taken or omitted by the Agent, it may
request advice from qualified
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legal counsel of its own choosing, who is acceptable to the Fund.
(c) Protection of the Agent. The Agent shall be protected in any action
that it takes or determines not to take in reasonable reliance on any
directions, advice or Proper Instructions received pursuant to subsections
(a) or (b) of this paragraph. However, nothing in this paragraph shall be
construed as imposing upon the Agent any obligation to seek such
directions, advice or Proper Instructions, or to act in accordance with
such directions, advice or Proper Instructions when received, unless, under
the terms of another provision of this Agreement, the same is a condition
to the Agent's properly taking or omitting to take such action. Nothing in
this subsection shall excuse the Agent when an action or omission on the
part of the Agent constitutes willful misfeasance, willful misconduct,
negligence or reckless disregard by the Agent of its duties under this
Agreement.
11. COMPLIANCE WITH APPLICABLE REQUIREMENTS. In carrying out its obligations.
under this Agreement, the Agent shall at all times conform with all applicable
provisions of the Securities Act of 1933, as amended, the 1934 Act and the 1940
Act; any other applicable provisions of state and federal laws, rules and
regulations; and the provisions of the Fund's current prospectus, Agreement and
Declaration of Trust and By-Laws, all as amended from time to time.
12. FEES AND EXPENSES.
(a) As compensation for the accounting services rendered by the Agent
during the term of this Agreement, the Fund will pay to the Agent a minimum
annual fee of $16,500, an additional $12,000 for accounting services
performed with respect to the first $30,000,000 in net assets and an
additional $9,000 for accounting services performed with respect to each
$30,000,000 in net assets thereafter. As compensation for administration
and Shareholder recordkeeping services rendered by the Agent during the
term of this Agreement, the Fund will pay to the Agent monthly account
maintenance fees of $2.01 per account.
(b) In addition to the fees paid pursuant to Paragraph 12(a), the Fund
agrees to reimburse the Agent for its cash disbursements, expenses and
charges in connection with the Agreement (excluding salaries and usual
overhead expenses).
(c) The Agent will, on a timely basis, bill the Fund with respect to fees
and all amounts for which the Agent is to be reimbursed. The Fund will
promptly pay to the Agent the amount of such billing.
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(d) The Agent in its sole discretion may from time to time employ or
associate with itself such person or persons as the Agent may believe to be
particularly suited to assist it in performing services under this
Agreement. Such person or persons may be officers and employees who are
employed by both the Fund and the Agent. The compensation of such person or
persons shall be paid by the Agent and no obligation shall be incurred on
behalf of the Fund.
13. RESPONSIBILITY OF THE AGENT. The Agent shall be under no duty to take any
action on behalf of the Fund except as specifically set forth herein or as may
be specifically agreed to by the Agent in writing. The Agent shall not be liable
for any error in judgment or mistake at law for any loss suffered by the Fund in
connection with any matters to which this Agreement relates, but nothing herein
contained shall be construed to protect the Agent against any liability by
reason of willful misfeasance, willful misconduct, or negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement. Without limiting the generality of
the foregoing or of any other provision of this Agreement, the Agent in
connection with its duties under this Agreement shall not be under any duty or
obligation to inquire into and shall not be liable for or in respect of:
(a) the validity or invalidity or authority or lack thereof of any Proper
Instruction, notice or other instrument which conforms to the applicable
requirements of this Agreement, and which the Agent reasonably believes to
be genuine;
(b) delays or errors or loss of data occurring by reason of circumstances
beyond the Agent's control, including, without limitation, acts of civil or
military authority, national emergencies, labor difficulties, fire,
mechanical breakdowns, flood or catastrophe, acts of God, insurrection,
war, riots or failure of the mails, transportation, communication or power
supply; or
(c) the accuracy of security market quotations provided to Agent by Quotron
Financial Information Services or such other service or source designated
by the Fund's investment adviser, except when the Fund or investment
adviser has given or caused the Agent to be given instructions to utilize a
different market value.
In addition, nothing herein shall require the Agent to perform any duties under
this Agreement on any day on which the Agent or the New York Stock Exchange,
Inc. is closed for business.
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14. STANDARD OF CARE; INDEMNIFICATION.
(a) Standard of Care. The Agent shall be held to a standard of reasonable
care in carrying out the provisions of this Agreement; provided, however,
that the Agent shall be held to any higher standard of care that would be
imposed upon the Agent by any applicable law, rule or regulation even
though such standard of care was not part of the Agreement.
(b) Indemnification by the Fund. The Fund agrees to indemnify and hold
harmless the Agent and its nominees from all losses, damages, costs,
charges, payments, expenses (including reasonable counsel fees), and
liabilities arising directly or indirectly from any action or thing that
the Agent takes or does or omits to take to do (i) at the request or on the
direction of or in reasonable reliance on the written advice of the Fund or
(ii) upon Proper Instructions, provided, that neither the Agent nor any of
its nominees shall be indemnified against any liability to the Fund or to
its Shareholders (or any expenses incident to such liability) arising out
of the Agent's own willful misfeasance, willful misconduct, negligence or
reckless disregard of its duties and obligations specifically described in
this Agreement or its failure to meet the standard of care set forth in
Paragraph 14(a).
(c) Indemnification by the Agent. The Agent agrees to indemnify and hold
harmless the Fund and its nominees from all losses, damages, costs,
charges, payments, expenses (including reasonable counsel fees), and
liabilities arising out of or attributed to any action or failure or
omission to act by the Agent as a result of the Agent's own willful
misfeasance, willful misconduct, negligence or reckless disregard of its
duties and obligations specifically described in this Agreement.
15. INSURANCE. The Agent will at all times maintain in effect insurance
coverage, including, without limitation, Fidelity Bond and Electronic Data
coverage, at levels of coverage consistent with those customarily maintained by
other high quality investor servicing agents for registered investment companies
and with such policies as the Board of Trustees of the Fund may from time to
time adopt.
16. DURATION AND TERMINATION. This Agreement shall continue until termination by
either the Agent or the Fund on sixty days' written notice. In the event that in
connection with any such termination a successor to any of the Agent's duties or
responsibilities hereunder is designated by the Fund by written notice to the
Agent, the Agent will cooperate fully in the transfer of such duties and
obligations, including provision for assistance by the Agent's personnel in the
establishment of books, records and other data by
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such successor. The Fund will reimburse the Agent for all reasonable expenses
incurred by the Agent in connection with such transfer.
17. NOTICES. All notices and other communications, including Proper Instructions
(collectively referred to as "Notice" or "Notices" in this paragraph), hereunder
shall be in writing or by confirming telegram, cable, telex or facsimile sending
device. Notices to the Agent shall be addressed to the Agent at 00 Xxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000-0000. Notices to the Fund shall also be addressed to
the Fund at 00 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000-0000. All postage, cable,
telex, or facsimile sending device charges arising from the sending of a Notice
hereunder shall be paid by the sender.
18. FURTHER ACTIONS. Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the purposes hereof.
19. AMENDMENT; MODIFICATION;. WAIVER. This Agreement or any part hereof may be
amended, modified or waived only by an instrument in writing signed by both
parties hereto.
20. ASSIGNMENT. Neither this Agreement nor any rights or obligations hereunder
may be assigned by either party without the written consent of the other party.
21. COUNTERPARTS. This Agreement may be executed in two counterparts, each of
which shall be deemed an original. This Agreement shall become effective when
one or two counterparts have been signed and delivered by each of the parties.
22. LIMITATION ON LIABILITY. A copy of the Agreement and Declaration of Trust
(including any amendments thereto) of the Fund is on file with the Secretary of
the Commonwealth of Massachusetts, and notice is hereby given that this
instrument is executed on behalf of the Trustees of the Fund as trustees and not
individually and that the parties agree that obligations of or arising out of
this instrument are not binding upon any of the Trustees or officers or
Shareholders individually, but binding only upon the assets and property of the
Fund.
23. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all prior agreements
and understandings, relating to the subject matter hereof, provided that the
parties hereto may embody in one or more separate documents their agreement, if
any, with respect to Proper Instructions. The captions in this Agreement are
included for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or effect. This
Agreement shall be deemed to be a contract made in New York and governed by New
York law. If any provision of this
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Agreement shall be held or made invalid by a court decision, statute, rule,
regulation or otherwise, the remainder of this Agreement shall not be affected
thereby. This Agreement shall be binding and shall inure to the benefits of the
parties hereto and their respective successors.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
ROCHESTER PORTFOLIO SERIES
By: /s/ XXXXXX X. XXXXXXXX
---------------------------
Xxxxxx X. Xxxxxxxx
President
ROCHESTER FUND SERVICES, INC.
By: /s/ XXXXXXX X. XXXXX
-------------------------
Xxxxxxx X. Xxxxx
Vice President
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1. Appointment .............................................. 1
2. Delivery of Documents .................................... 1
3. Authorized Persons ....................................... 2
4. Proper Instructions ...................................... 2
5. Fund Accounting Services ................................. 3
6. Administration and Shareholder Recordkeeping Services .... 5
7. Records .................................................. 8
8. Information to Be Provided to Agent ...................... 8
9. Confidentiality .......................................... 8
10. Right to Receive Advice .................................. 8
11. Compliance with Applicable Requirements .................. 9
12. Fees and Expenses ........................................ 9
13. Responsibility of the Agent .............................. 10
14. Standard of Care; Indemnification ........................ 11
15. Insurance ................................................ 11
16. Duration and Termination ................................. 11
17. Notices .................................................. 12
18. Further Actions .......................................... 12
19. Amendment; Modification; Waiver .......................... 12
20. Assignment ............................................... 12
21. Counterparts ............................................. 12
22. Limitation on Liability .................................. 12
23. Miscellaneous ............................................ 12
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