OPPENHEIMERFUNDS
XXXXXXXXXXX FUNDS DISTRIBUTOR, INC.
X.X. XXX 0000
XXXXXX, XX 00000-0000
From: DEALER AGREEMENT
FOR THE OPPENHEIMERFUNDS
To: XXXXXXXXXXX FUNDS DISTRIBUTOR, INC.
X.X. XXX 0000
XXXXXX, XX 00000-0000
Gentlemen:
We desire to enter into an agreement with you whereby we will act as
principal for the sale, distribution and resale of the shares of each of the
open-end investment companies of which you are, or may become, 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 and sell Shares, 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; and
1. Shares will be offered and sold at the current offering price in effect
at the time the order for such Shares is confirmed and accepted by you at your
office in Denver, Colorado. All purchase orders, resale orders and applications
submitted by us are subject to acceptance or rejection in your sole discretion
and, if accepted, each purchase or resale order will be deemed to have been
consummated at your office in Denver, Colorado.
2. We represent and warrant to you: (a) that we are a member of the
National Association of Securities Dealers, Inc. ("NASD"), that such membership
has not been suspended, and that we agree to maintain membership in the NASD, or
(b) in the alternative, that we are a foreign dealer not eligible for membership
in the NASD, and are fully licensed and legally empowered to act as a securities
broker-dealer under the laws of each jurisdiction in which we conduct such
business. In either case, 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 the rules
and regulations of the Securities and Exchange Commission and the NASD which are
binding upon underwriters and dealers in the distribution of the securities of
open-end investment companies, including without limitation, the NASD Rules of
Fair Practice.
We further agree to comply with all other state and Federal laws and the rules
and regulations of authorized regulatory agencies applicable to the sale of
Shares. We agree that we will not sell or offer for sale 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 such Shares have been qualified for sale.
3. We will offer and sell 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 our best efforts in the development and promotion of sales of Shares
and agree to be responsible for the proper instruction and training of all sales
personnel employed by us, in order that the Shares will be offered and sold in
accordance with the terms and conditions of this Agreement and all applicable
laws, rules and regulations. We agree to hold 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 representatives, 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 any investor by reason of
any such violation on our part, we shall promptly return to you on demand any
commissions previously paid or discounts allowed 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. 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 dealer commission relative to any sales
of Shares made by us will only be at a rate or rates set forth in the then
current Prospectus of such Fund. In the event the Prospectus or Statement of
Additional Information provides for a minimum holding period in order for us to
receive a an agency 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 commission for sales of such 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 charges or service fees paid for such shares.
6. Payments for the purchase of Shares made by us 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 shall
promptly reimburse you for any loss to you or the Fund, including without
limitation loss of your profit, suffered by you 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 to purchase Shares only from you or from our customers. If we
purchase Shares from you, we agree that all such purchases shall be made only
to cover orders received by us from our customers, or for our own bona fide
investment. If we purchase Shares from our
customers, we agree to pay such customers 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 by us 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 us of our original purchase order for such Shares, we
shall promptly repay you the full amount of the 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 selling 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 distributorship 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, verification that such payments were used
for personal services and/or the maintenance of personal accounts, related to
the Shares held by your 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:
Xxxxxxxxxxx Funds 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 our 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,
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, our expulsion from the NASD will automatically
terminate this Agreement without notice; our suspension from the NASD, the
initiation of customer protection proceedings by the Securities Investor
Protection Corporation (or its successor), the appointment of a trustee for all
or substantially all of our business assets, or our violation of applicable
state, Federal or foreign 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 hereon,
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 Dealer)
__________________________________________________
(Address of Dealer)
By: ______________________________________________
(Authorized Signature of Dealer)
__________________________________________________
(Name) (Title)
Accepted:
XXXXXXXXXXX FUNDS DISTRIBUTOR, INC.
By:_______________________________
Date:_____________________________
6/95
