Exhibit 9.13
FORM OF SERVICE CONTRACT
THIS AGREEMENT is made effective the _th day of ________, 1996,
between XXXXXXXXXXX SERIES FUND, INC. (hereinafter referred to as the
"Company"), a Maryland corporation, having its principal place of business
at Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on behalf of each series
of the Company designated by the Company to OFS on Exhibit 1 to this
Agreement (each series is hereinafter referred to as a "Fund") as such
Exhibit may be amended from time to time to add additional series
of the Company, and OPPENHEIMERFUNDS SERVICES, a division of
OPPENHEIMERFUNDS, INC. -- a Colorado corporation ("hereinafter referred to
as "OFS") having its principal place of business at 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, the Company desires that OFS perform certain registrar and
transfer agency services for the Fund, as more specifically set forth in
Schedule A to this Agreement. THEREFORE, the parties hereto agree as follows:
1. SERVICES TO BE PERFORMED BY OFS.
The services to be performed for the Funds by OFS are set forth in
Schedule A to this Agreement, which Schedule is incorporated as part of this
Agreement. OFS shall perform such services as registrar, transfer agent,
dividend and distribution disbursing agent, redemption agent, clearing
agent and exchange agent or as service agent for the Funds. OFS
hereby represents to the Company that it is, and during the term of this
Agreement and any renewals hereof will continue to be, an owner or authorized
licensee for the computer data processing systems used by OFS in the
rendition of services hereunder.
2. ADDITIONAL SERVICES.
OFS also agrees to perform such additional services within its data
processing and shareholder services capacities as may be requested from time
to time by a Fund, provided that such services are the subject of an
amendment to Schedule A hereof executed by the parties hereto in the manner
provided herein for amendments to this Agreement.
3. FEES.
A. METHOD OF CALCULATING FEES PAID BY THE FUND. OFS will render
the services it agrees hereunder to provide to each Fund on a cost basis, to
be determined as hereinafter provided. Each Fund will pay OFS an amount (the
"Fund's Share") of OFS's "Reimbursable Expenses," as defined in subparagraph
B of this section, as frequently as requested by OFS, such amounts to be paid
by the Fund when billed by OFS for expenses incurred, or to be prepaid based
on estimates by OFS if such prepayment arrangement is approved by the Board
of Directors of the Company. Any such estimates upon which prepayments are
made shall be verified and adjusted monthly thereafter in accordance
with OFS's allocated costs, as described in subparagraph E below. All
servicing and transaction fees or charges, required by a Fund's then-current
prospectus to be paid by an investor in the Fund's shares, will be collected
by OFS and credited against the Fund's Share of Reimbursable Expenses except
that any amounts representing fees payable by an investor directly to any
bank as custodian and director fees with regard to and pursuant to the terms
of any Individual Retirement Accounts, Self-Employed Retirement Plans, Profit
Sharing and Pension Plans, or similar plans invested in the Fund and for
which such bank acts as custodian or director may be paid directly to such
bank or, if said bank has agreed to permit OFS to retain all or a portion of
said fees, such amount shall be credited against the Fund's share of
Reimbursable Expenses. Any credit for fees payable for an investor's
purchase of, or exchange for, the shares of any other investment company for
which OFS, or any subsidiary or affiliate of OFS acts as a general
distributor, will be shared equally between the applicable Fund and such
other investment company.
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B. DESCRIPTION OF "REIMBURSABLE EXPENSES." For the
purposes of this Agreement, the "Reimbursable Expenses" of OFS shall
include, in addition to the expenses described in subparagraphs (1), (2) and
(3) of this subparagraph B, any operating and overhead expenses as may be
paid or incurred by OFS to provide such personnel, equipment, telephone
lines, consulting services, account collection services, supplies, space and
facilities, including without limitation computer tape transmission
facilities and services and computer time, as shall in the good faith
judgment of OFS be necessary or desirable for the effective performance of
shareholder account servicing, redemption, receipt and processing of the
purchase of a Fund's shares, dividend or distribution disbursing and transfer
agency services for (a) all investment companies (including each Fund) with
which OFS or a subsidiary has entered into a Service Contract and for which
OFS, or asubsidiary or affiliate of OFS, acts in the capacity of investment
adviser, (b) the related unit investment trusts, if any, of the foregoing
investment companies, other than unit investment trusts which operate as a
separate account of an insurance company, and (c) the principal underwriters
of any such investment companies or unit investment trust (hereinafter the
entities described in (a), (b), and (c) are jointly and severally referred to
as "Participants") as well as for the performance of such data processing and
administrative functions or services as may be required by OFS or any
subsidiary to perform the services required hereunder. Reimbursable
Expenses of OFS shall also include without limitation:
(1) The cost, including without limitation the personnel costs,
of any computer modifications, amendments, testing or monitoring of the
computer data processing system used by OFS for the performance of services
for the Participants which may be deemed by OFS to be necessary or desirable
for the maintenance or improvement of such data processing system;
(2) Such general executive, internal audit and administrative
expenses of OFS as are properly apportioned, on a basis capable of reasonable
substantiation, to the
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functions set forth above in this subparagraph B to be performed by OFS.
Such costs are costs of OFS which are allocated in accordance with
subparagraph C below; and
(3) Amounts paid by OFS to sub-transfer agents, third
party administrators and other similar clearing firms pursuant to written
agreements which permit OFS to maintain an omnibus account in the name of the
shareholder of record with the individual beneficial owners of the account
being serviced by, and the account records for the beneficial owners
maintained by, such sub-transfer agent, third party administrator or other
similar clearing firm.
C. DETERMINATION OF FUND'S SHARE OF REIMBURSABLE EXPENSES. Each
Fund's Share of the Reimbursable Expenses of OFS for all participants will be
determined by the use of allocation formulae set forth in subparagraph D
below, which allocation formulae shall be:
(1) No more or less advantageous to a Fund than to any of the
other of such Participants;
(2) Consistent with and governed by the provisions of the
Distributor's Agreement in effect, from time to time, between a Fund and its
general distributor relating to the allocation of costs between that Fund and
its general distributor;
(3) With the full cooperation of OFS, reviewed at least annually
by the auditors of the Company to determine the appropriateness of the
Reimbursable Expenses of OFS and the allocation formulae used to determine
each Fund's Share of such Reimbursable Expenses; and
(4) In no event shall a Fund's Share include any expense for
services in connection with the distribution of that Fund's shares which are
or may hereafter be provided by broker-dealers or financial institutions with
respect to accounts for their customers owning shares of any investment
company.
D. COST ALLOCATION. Subject to the foregoing, each Fund's
Share of the Reimbursable Expenses of OFS shall be computed in accordance
with the allocation formulae and
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procedures set forth in OFS's "Cost Accounting Manual and Job Procedures,"
compiled and maintained by OFS, as such document may be amended from time to
time by OFS, provided that OFS shall notify that Fund of any material changes
which shall change the method of allocation of that Fund's Share of
Reimbursable Expenses, and such changes shall be approved by the Board of the
Company. Such Manual shall be reviewed periodically by the
Company's auditors in connection with the annual review described in
subparagraph 2(C)(3) above.
E. EXPENSE REPORTS. OFS shall submit to each Fund a monthly
report setting forth in reasonable detail the Reimbursable Expenses that OFS
has paid or incurred during such month (and on a year-to date basis) together
with a statement of the Fund's Share of such Reimbursable Expenses.
4. REIMBURSEMENT OF OTHER EXPENSES.
In addition to paying its Share of Reimbursable Expenses, each Fund
also will promptly reimburse OFS or prepay OFS based on estimates by
OFS if such prepayment arrangement is approved by the Company's Board
(such estimates to be verified and adjusted monthly thereafter in accordance
with actual allocated costs), for the following:
(a) Out-of-pocket expenses, including without limitation expenses
for postage, the procurement and/or printing of share certificates;
shareholder statements; envelopes; labels; dividend, distribution or
redemption checks; notices; reports; tax forms; letters; and all other forms
or printed material which may be required for the performance by OFS of the
functions and services for each Fund pursuant to the provisions of this
Agreement;
(b) All direct telephone, telegraph, telecopier or other
communications expenses necessarily incurred by OFS in connection with OFS's
communications with each Fund's custodian, investment adviser, shareholders
or others which may be required for the performance by OFS of the functions
and services for that Fund pursuant to the provisions of this Agreement;
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(c) Delivery and bonding charges incurred by OFS in the
transmission of materials to and from a Fund and in delivering certificates
to shareholders;
(d) Premiums for insurance coverage as may be required by Section
11 of this Agreement and for other coverage as may be required to
be maintained by OFS or OppenheimerFunds, Inc. for the benefit of itself
and each Fund with respect to services performed, or the equipment or
facilities utilized by OFS in fulfilling its obligations under this
Agreement; and
(e) The fees and costs of retaining auditors and legal counsel for
OFS in connection with its performance of transfer agency functions.
5. EFFECTIVE DATE AND TERM.
This Agreement shall become effective on the date set
forth in the heading paragraph of this Agreement, shall supersede any
prior agreements among the parties hereto relating to the subject matter
hereof, and shall continue in full force and effect until terminated by any
party upon six months' prior written notice of termination addressed to all
other parties.
6. STANDARD OF CARE.
OFS will make every reasonable effort and take all reasonably
available measures to assure the adequacy of its personnel and facilities as
well as the accurate performance of all services to be performed by it
hereunder within, at a minimum, the time requirements of any statute, rule or
regulation pertaining to investment companies and any time requirements set
forth in the then-current prospectus of each Fund. OFS shall promptly
correct any error or omission made by it in the performance of its duties
hereunder provided that it shall have received notice in writing of such
error or omission and any necessary substantiating data. In effecting any
such corrections, OFS shall take all reasonable steps necessary to trace and
to correct any related errors or omissions, including, without limitation,
those which might cause an over-issue of a Fund's shares and/or the excess
payment of dividends or distributions. The allocable costs of corrections
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shall be charged to the applicable Fund and the liability of OFS under this
Section shall be subject to the limitations provided in Section 12 hereof.
7. RECORDS RETENTION AND CONFIDENTIALITY.
OFS shall keep and maintain on behalf of each Fund all records
which that Fund or its transfer agent is, or may be required, to keep and
maintain pursuant to any applicable statutes, rules and regulations relating
to the maintenance of records in connection with the services to be performed
hereunder. OFS also shall maintain, for a period of at least 6 years, all
records and documents which may be needed or required to support or document
the actions taken by OFS in its performance of services hereunder. OFS
recognizes and agrees that all such records and documents (but not the
computer data processing programs and any related documentation used or
prepared by, or on behalf of, OFS for the performance of its services
hereunder) are the property of the applicable Fund; shall be open to audit or
inspection by the Fund or its agents during OFS's normal business hours;
shall be maintained in such fashion as to preserve the confidentiality
thereof and to comply with applicable federal and/or state laws and
regulations; and shall, in whole or any specified part, be surrendered and
turned over to the Fund or its duly authorized agents at any time upon OFS's
receipt of an appropriate written request.
8. CLEARING ACCOUNTS.
Each Fund shall open and/or maintain such bank account or accounts
as shall reasonably be required by OFS for controlling payments, the
disbursement of dividends, capital gains distributions and share redemption
payments pursuant to the provisions hereof, and any other accounts deemed
necessary by OFS or a Fund to carry out the provisions of this Agreement,
with a bank or banks selected by OFS with the prior approval of the Company's
Board. Such account may be an omnibus account used for all funds for which
OFS or one of its subsidiaries acts as transfer agent. The Company shall
authorize officers or employees of the Company to act as authorized
signatories to disburse funds held in such accounts. OFS shall be
accountable to the
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Company and the applicable Fund for the management of such accounts by OFS
(and the funds at any time on deposit therein).
9. REPORTS.
OFS will furnish to each Fund, at the Fund's cost, and to such
other persons or parties as are designated herein or shall be designated in
writing by an authorized officer of the Fund, such reports at such times as
are required for the performance of the services referred to in Schedule A.
10. INDEMNIFICATION.
The Company shall indemnify OFS and OppenheimerFunds, Inc. and hold
OFS and OppenheimerFunds, their officers, directors, employees and agents
harmless from and against any and all claims, demands, actions and suits,
whether groundless or otherwise, and from and against all judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses
arising from or relating to any action taken or omitted to be taken by OFS or
by any sub-transfer agents, third-party administrators or other similar
clearing firms which maintain account records for individual beneficial
owners pursuant to agreement with OFS, in good faith or as a result of
ordinary negligence in reliance upon:
(A) The authenticity of any letter or any other instrument or
communication reasonably believed by it to be genuine and to have been
properly made or signed by an authorized officer or agent of a Fund or the
Company or by a shareholder or the authorized agent of a shareholder, as the
case may be and which complies with the terms of this Agreement which pertain
thereto;
(B) The accuracy of any records or information provided to it by a
Fund or the Company except to the extent the same may contain patently
obvious errors or omissions;
(C) Any certificate by an authorized officer of a Fund or the
Company or any other person authorized by the Company's Board as conclusive
proof of any fact or matter required to be ascertained by OFS hereunder;
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(D) Instructions at any time given by an authorized officer of a
Fund or the Company with respect to OFS's duties and responsibilities
hereunder, including, as to legal matters pertaining to the performance of
its duties hereunder, such advice or instructions as may be given to OFS by a
Fund's or the Company's general counsel or any legal counsel appointed by
such counsel or by any authorized officer of the Fund or the Company;
(E) Instructions regarding redemptions, exchanges or other
treatment of the shares of a Fund, together with all dividends and capital
gain distributions thereon and any reinvestment thereof, held or shown to the
credit of any shareholder account, if such instructions satisfy the
requirements of the Fund as contained in its then current prospectus, or the
Fund's policies or as communicated in writing to OFS by the Fund; or
(F) The advice or opinion of legal counsel furnished to OFS
pursuant to Section 13 hereof.
11. INSURANCE.
Unless otherwise obtained by the Fund, OFS or OppenheimerFunds,
Inc. shall use its best efforts to obtain and keep in effect pursuant to
binders with underwriters authorized to do business in the State of Colorado
or New York, or approved by the Company's Board, certificates or policies
naming itself and the Company and each Fund as assureds and
providing for cancellation or termination only upon 30 days' prior written
notice to the Fund, as follows:
(i) A broad form of fidelity bond coverage in the minimum
amount of $1,000,000 covering theft, embezzlement, forgery and other
specified acts of malfeasance and misfeasance by OFS, its agents and
employees, with aggregate coverage for counterfeit or stolen securities and
forged signatures in the minimum amount of $1 million and at least $300,000
for each loss;
(ii) A lost instrument bond permitting the replacement of a share
certificate which has been lost, stolen or destroyed, for a stated percentage
of the then-current net asset value thereof to be paid by the shareholder or
party seeking replacement thereof;
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(iii) Coverage of up to $5 million against loss of securities
transmitted by first class, certified or registered mail and express or air
express throughout the United States and of up to $1 million against loss of
securities transmitted by registered mail or registered air mail, and express
or air express mail anywhere in the world; and
(iv) Data Processors' Professional Liability Insurance
against errors and omissions having aggregate coverage of at least $1
million and a limitation of liability for each claim of not less than
$500,000.
The Board of the Company, from time to time may change the amounts of
any of the foregoing coverage or prescribe additional coverage. In the event
that OFS shall be unable to obtain or keep in effect any of the insurance
coverage herein referred to, it shall promptly notify the Company in writing
of such inability and shall use its best efforts to obtain and keep in effect
such other insurance coverage as the Company shall reasonably require in lieu
of the coverage described above.
12. LIMITATIONS OF LIABILITY.
In addition to the limitations on OFS's and OppenheimerFunds,
Inc.'s liability stated in Sections 10 and 13 hereof, OFS and
OppenheimerFunds, Inc. assumes no liability hereunder and shall not be liable
hereunder for any damage, loss of data, delay or other loss caused by
circumstances or events beyond its control which it could not reasonably have
anticipated. OFS and OppenheimerFunds, Inc. shall not have any liability
beyond the insurance coverage referred to in Section 11 hereof for loss or
damage arising from its own errors or omissions or the errors or omissions of
sub-transfer agents, third-party administrators or other similar clearing
firms which maintain account records for individual beneficial owners
pursuant to an agreement with OFS ("Recordkeepers") except to the extent such
errors or omissions are attributable to gross negligence or purposeful fault
on the part of OFS or the Recordkeepers, their officers, directors, agents
and/or employees; and in no event will OFS and OppenheimerFunds, Inc. be
liable to the
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Company or a Fund for punitive damages. The Company and each Fund shall
indemnify and hold OFS and OppenheimerFunds, Inc. harmless from and against
any liabilities and defense expenses arising by reason of claims of third
parties, based on errors or omissions of OFS, which are greater in amount
than the limitations of liability described above, except to the extent such
errors or omissions are attributable to gross negligence or purposeful fault
on the part of OFS, or the Recordkeepers, or their respective officers,
directors, agents and/or employees.
13. LEGAL ADVICE AND INSTRUCTIONS.
OFS at any time may request instructions from any authorized
officer of the Company or a Fund with respect to the performance of its
duties and responsibilities hereunder and may consult with counsel for the
Company or a Fund relative to any such matter and shall not be liable
hereunder for any action taken or omitted by it in good faith in accordance
with such instructions or with an opinion of such counsel or of counsel
appointed by an authorized officer of the Company or a Fund to deal with
inquiries or requests for instructions by OFS.
14. DOCUMENTS AND INFORMATION.
As soon as feasible prior to the effective date of the Agreement,
and if not heretofore provided, the Company will supply to OFS a statement,
certified by the treasurer of the Company, stating the number of shares of
each Fund authorized, issued, held in treasury, outstanding and reserved as
of such date, together with copies of specimen signatures of the Company's or
the Fund'sofficers and such other documents and information, including
without limitation the then-current prospectus of the Fund, which OFS may
determine in its reasonable discretion to be necessary or appropriate to
enable it to perform the services to be performed hereunder, and the Company
or the Fund thereafter will supply all amendments or supplemental documents
with respect thereto as soon as the same shall be effective or available for
distribution. The Company and each Fund assumes full responsibility for the
preparation, accuracy, content and clearance of its prospectus under federal
and/or state securities laws and any rules or regulations thereunder. If a
Fund shall make any change in its prospectus affecting the services and
functions to be
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performed by OFS hereunder, such additional services and functions shall be
deemed to be incorporated in Schedule A.
15. TERMINATION.
This Agreement may be terminated by any party only upon written
notice as provided in Section 5 hereof, except that the Company may terminate
this Agreement without prior notice to preserve the integrity of its
shareholder records from material and continuing errors and omissions on the
part of OFS. In the event of any termination, OFS will provide full
cooperation, assistance and documentation within its capabilities as shall be
necessary or desirable, in the reasonable judgment of the Company, to ensure
that any transfer of the duties and responsibilities of OFS is accomplished
with maximum efficiency and with minimum cost and disruption to the Company's
activities. Such cooperation will include the delivery of all files,
documents and records used, kept or maintained by OFS in the performance of
its services hereunder (except records or documents destroyed when consistent
with the provisions hereof or with the approval of a Fund or the Company or
which relate solely to the documentation of the computer data processing
programs of OFS) together with, in machine-readable form, such of a Fund's
records as may be maintained by OFS in a form other than written form, as
well as such summary and/or control data relating thereto used by or
available to OFS as may be requested by the Fund. The cost of all such
termination services on the part of OFS shall be paid by the applicable Fund
without prejudice, however, to the rights of the Fund to recover any amounts
so paid in the event that OFS shall be liable to the Fund under Section 12
hereof. In the course of its performance of the services set forth in
Schedule A hereto, as such services may from time to time be modified or
amended, OFS will enter into leases for equipment. If this Agreement is
terminated by the Company, and if, as a result of such termination, such
equipment specifically leased by OFS to perform such services can no longer
be utilized economically by OFS in its performance of services for any other
entities with which OFS has continuing transfer agency or other service
contracts, OFS may in its discretion cancel such leases. However, the
Company shall not have any responsibility for
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termination penalties, if any, which may be payable under the terms of such
equipment leases, unless otherwise agreed by the Company prior to the time
such lease is entered into.
16. AVAILABILITY OF CONTINUED USE OF DATA PROCESSING SYSTEM.
In the event that the Company ceases to employ OFS hereunder or
after termination of this Agreement, the Company shall have the right to use
the computer data processing systems, operating systems, computer programs,
software and supporting documentation then used by OFS for providing the
services to the Company contemplated hereby.
17. NOTICES.
Any notice hereunder shall be sufficiently given when sent by
registered or certified mail, return receipt requested, to any party hereto
at the address of such party set forth above or at such other address as such
party may from time to time specify in writing to the other parties.
18. CONSTRUCTION; GOVERNING LAW.
The headings used in this Agreement are for convenience only and
shall not be deemed to constitute a part hereof. This Agreement, and the
rights and obligations of the parties hereunder, shall be governed by and
construed and interpreted under and in accordance with the laws of the State
of Colorado applicable to contracts made and to be performed in that state.
19. ASSIGNMENT; DELEGATION.
This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their successors and assigns, including without
limitation, any successor to any party resulting by reason of corporate
merger or consolidation; provided however that this Agreement and the rights
and duties hereunder shall not be assigned by any of the parties hereto
except upon the specific prior written consent of all parties hereto.
With the prior written consent of the Company, OFS may delegate to
others all or any portion of the services to be rendered under this Agreement.
OFS may enter into written agreements with sub-transfer agents,
third-party administrators and other similar clearing firms which permit OFS
to maintain an omnibus account
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in the name of the shareholder of record with the individual beneficial
owners of the account being serviced by, and the account records for the
beneficial owners maintained by, such sub-transfer agent, third party
administrator or other similar clearing firm. Such agreements shall comply
with the criteria and parameters approved and adopted from time to time by
OFS and by the Board of the Company. In connection with such arrangements,
the Company hereby appoints such sub-transfer agents, third-party
administrators or other similar clearing firms as agent for the Company for
the limited purpose of accepting purchase, exchange and redemption orders
from the individual beneficial owners.
20. INTERPRETIVE PROVISIONS.
OFS and a Fund or the Company may agree from time to time in
writing on provisions interpretative of, or supplemental to, the provisions
of this Agreement.
21. OTHER AGREEMENTS.
This Agreement shall not preclude the Fund from entering into
transfer agency agreements or sub-transfer agency agreements with others.
22. SEVERABILITY.
If any clause or provision of this Agreement is determined to be
illegal, invalid or unenforceable under present or future laws effective
during the term of this Agreement, then such clause or provision shall be
considered severed herefrom, and the remainder of this Agreement shall
continue in full force and effect.
23. ENTIRE AGREEMENT.
Except as otherwise provided herein, this Agreement, including
Schedule A annexed hereto, constitutes the entire and complete Agreement
between the parties hereto relating to the subject matter hereof; supersedes
and merges all prior contracts and discussions between the parties hereto;
and may not be modified or amended except by written document signed by all
parties hereto against whom such modification or amendment is to be enforced.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
OPPENHEIMERFUNDS SERVICES, a division of
OppenheimerFunds, Inc.
ATTEST:
_________________________________ By: _____________________________________
Xxxxxxx Xxxxxxxx, President
XXXXXXXXXXX SERIES FUND, INC.
on behalf of its designated Series
ATTEST:
_________________________________ By: _____________________________________
Name: ____________________________
Title: ____________________________
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EXHIBIT 1
LIST OF FUNDS FOR WHICH OFS IS DESIGNATED TO ACT AS TRANSFER AGENT
Xxxxxxxxxxx Disciplined Allocation Fund Xxxxxxxxxxx Life Span Income Fund
Xxxxxxxxxxx Disciplined Value Fund Connecticut Mutual Liquid Account
Xxxxxxxxxxx Life Span Growth Fund Connecticut Mutual Government
Xxxxxxxxxxx Life Span Balanced Fund Securities Account
Xxxxxxxxxxx Life Span Balanced Fund Connecticut Mutual Income Account
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SCHEDULE A
SERVICE CONTRACT
SCHEDULE OF SERVICES
To the extent that a Fund's then-current Prospectus requires the
following services, and to the extent that such services are not, or may not
hereafter be, provided by broker-dealers or other financial institutions with
respect to accounts for which such broker-dealer or financial institution
provides services in connection with the distribution of that Fund's shares,
OppenheimerFunds Services, ("OFS") shall do the following:
I. Registrar of Fund Shares
1. Register and control the issuance of full and/or fractional shares of
each Class of Shares of the Fund either for payment of applicable net asset
value or upon surrender of an equivalent number of shares for transfer, or
for reinvestment of dividends or capital gains distributions and, in
connection therewith, maintain appropriate records (which may include
the shareholder accounts referred to below) recording the issuance, transfer
and redemption of all outstanding shares of each Class of Shares of the Fund,
showing all shares of each Class of Shares of the Fund issued and represented
by outstanding certificates, and showing issuance of all uncertificated
shares of the Fund; prepare entries to transfer redeemed or repurchased
shares to the Fund's treasury share account or, if applicable, cancel such
shares for retirement; retain records of issuance of new certificates for
lost or stolen certificates or for cancellation of lost or stolen
certificates, and the indemnity bonds furnished by shareholders in connection
therewith.
2. Maintain daily balance controls for the issuance and redemption of
shares as well as all cash receipts and disbursements handled on behalf of
the Fund.
3. Furnish to the Fund such information as it may request for preparation
of filings with federal and state authorities.
II. Shareholder Accounts
1. Open new accounts upon receipt of properly executed instructions from a
dealer or the Fund's Distributor, a properly completed and signed account
application, exchange application or request for transfer of an existing
account, or properly authorized telephone exchange or redemption
instructions, and maintain current records for all new and existing
categories of shareholder accounts described in the then-current Prospectus
of the Fund, showing as to each registered owner (to the extent such
information is available or obtainable):
a. Name(s) and address(es), with zip code;
b. Category of account and taxpayer identification number;
c. Dealer and/or any representative affiliated with the account;
d. Number of shares currently registered;
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e. Account transaction history, including records of
initial and additional purchases, transfers and redemptions, surrender of
certificates, dividends and other distributions, and related tax information;
f. Identification of any certificate(s) issued and the
number of shares evidenced by each such certificate;
g. Shares held in escrow against performance of any obligation;
and
h. Identification of account using the broker's identification.
2. Maintain files containing account applications, requests or other
correspondence from or on behalf of shareholders, as well as copies of all
responses thereto.
3. Process all changes or corrections to a shareholder's registration and
address records authorized orally or in writing by or on behalf of the
shareholder.
4. Process such reinvestments of the proceeds of a redemption of Fund
shares as may properly have been elected by a shareholder pursuant to a
privilege described in the then-current Prospectus of the Fund.
5. Process investments in shares of the Fund at its then-current net asset
value as may properly be requested by a shareholder of any of the other
investment companies having such privilege as described in the then-current
Prospectus of the Fund or information supplied to OFS by the Fund.
6. Prepare and transmit by mail to the affected shareholder a
statement/confirmation of all transactions affecting the account of such
shareholder including initial and additional purchases, reinvestments of
dividends and distributions, adjustments, exchanges, transfers to and from
the account and redemptions of all kinds.
7. Maintain records when made available to OFS according to
properly executed and authorized instructions relating to rights of
accumulation, letters of intent and other special pricing provisions
including, without limitation, group purchase plans and minimum account sizes.
8. Record and maintain the amount of pre-authorized or automatic
investments, including the shareholder's bank account number and time
periods for such investments; and draw the authorized investment amount
from the shareholder's bank account at the specified time periods and issue
shares with respect to such investments.
9. Maintain records of special account instructions such as wire/telephone
redemption or exchange authorizations.
10. Retain records and amounts of payment items (including interest,
dividends, distributions and redemption proceeds) that are returned
undelivered and undeliverable from investors' addresses and maintain such
records in accordance with applicable regulations; and invest such amounts,
in accordance with the terms of the Fund's then-current Prospectus, for the
benefit of the shareholder(s) of record.
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11. Reconcile account data for account information transmitted by magnetic
tape by broker-dealers maintaining shareholder accounts in nominee name and
perform other services enumerated hereunder to the extent required for such
accounts.
12. Process new and additional payments made by shareholders for investment
at their current offering price.
13. Maintain records required under Rule 17Ad-10(e) under the Securities
Exchange Act of 1934.
III. Redemptions and Automatic Withdrawals
1. Receive and ascertain the adequacy of all redemption requests
on the basis of the requirements set forth in the then-current Prospectus
of the Fund and the Fund's policies to the extent applicable from time to
time and otherwise in accordance with the generally accepted practices of
transfer agents.
2. Adjust a shareholder's account to reflect the number of shares redeemed.
3. Requisition from the Fund's custodian and remit the properly-computed
amount of the proceeds of each redemption to, or as directed by,
individual shareholders pursuant to appropriately-executed written
instructions or appropriately-submitted redemption requests by wire or
telephone in the case of shareholder accounts having appropriate
authorization on file (including payment to one or more of the other
investment companies with which the Fund permits exchanges in the case of an
exchange of investments).
4. On accounts for which periodic withdrawals are specified in a
properly-executed account application:
a. Redeem shares sufficient for the amounts of the specified
withdrawals at the specified time period; and
b. Receive and remit the proceeds of such redemption in like
manner to other redemptions.
IV. Payment of Interest, Dividends and Distributions
1. Upon receipt of properly-executed instructions from the Fund upon
declaration of any dividend and/or distribution, compute and credit the
accounts of all shareholders electing to reinvest dividends and/or
distributions with the proper number of whole and fractional shares, computed
as of the reinvestment date and price specified by the relevant resolution of
the Fund's trustees for such dividend or distribution; and compute for all
other shareholders of record, on the ex-dividend date specified by such
resolution, the dollar amount payable in cash in respect of such dividend or
distribution.
2. Requisition from the Fund's custodian and remit the properly-computed
amounts of dividends or distributions payable in cash to shareholders
electing such payment or as directed by individual shareholders pursuant to
appropriately-executed written instructions; and prepare and mail share
certificates for reinvested amounts to shareholders electing to receive
certificates for shares.
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3. Adjust the amount of dividend or distribution payments for accounts
having unsettled investments or repurchases as of the record date with
appropriate accounting adjustments to the Fund's distributionaccounts and
remittances to its custodian.
4. Reconcile dividends and distributions with the Fund.
V. Issuing and Accounting for Certificates
1. Safekeep and account for blank certificate forms.
2. Prepare, issue and mail certificates for full shares on request or
according to permanent account instructions as provided in the Fund's
then-current Prospectus, provided that sufficient deposit shares are
available in the shareholder's account and proper authorization is received.
3. Receive certificates properly endorsed for transfer which are returned
for deposit to a shareholder's account and, provided there is no
stop-transfer or cancellation order pending relative to the specific
certificate, make appropriate adjustments to the shareholder's account.
4. Physically cancel and otherwise account for certificates returned and
deposited.
5. Keep and maintain certificate transcript records reflecting the issuance
and holder of all outstanding certificates as well as all stop-transfers,
cancellations and deposits of certificates.
6. Handle the replacement of lost certificates upon applications meeting
the requirements of the Fund's then-current insurance coverage or, in the
event such insurance is not obtainable, the instructions of the officers of
the Fund or its counsel.
7. Receive and deal with stop-transfer instructions in accord with the
generally-accepted practices of transfer agents.
VI. Recapitalization or Capital Adjustment
1. In the case of any negative share split, recapitalization or
other capital adjustment requiring a change in the form of share
certificates of any Class, OFS will, in the case of accounts represented by
uncertificated shares, cause the account records to be adjusted, as
necessary, to reflect the number of shares held for the account of each such
shareholder as a result of such change, or, in the case of shares represented
by certificates, will issue share certificates in the new form in exchange
for, or upon transfer of, outstanding share certificates in the old form, in
either case upon receiving:
a. A Certificate authorizing the issuance of share certificates
in the new form;
b. A certified copy of any amendment to the Company's Articles of
Incorporation with respect to the change;
c. Specimen share certificates for each class of shares in the
new form approved by the Board of the Company, with a Certificate signed by
the Secretary of the Company as to such approval; and
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d. An opinion of counsel for the Fund or the Company with respect
to the matters set forth in Section 13 of the Service Contract as to such
shares.
2. The Company shall furnish OFS with a sufficient supply of blank share
certificates in the new form, and from time to time will replenish such
supply upon the request of OFS. Such blank share certificates shall be
properly signed by Officers of the Company authorized by law or the By-Laws
to sign share certificates and, if required, shall bear the Company's seal or
facsimile thereof.
VII. Escrowing of Shares
1. Earmark and hold escrowed shares in a shareholder's account to secure
compliance with executed letters of intent or for other purposes as provided
in authorization instructions.
2. Pay dividends and distributions to the registered owner, or reinvest
such dividends and distributions, on shares held in escrow.
3. Release or redeem shares held in escrow in accordance with appropriate
instructions.
VIII. Transfers
1. Respond to or process transfer instructions received by or on behalf of
the registered owners of shares in accordance with the generally-accepted
practices of transfer agents and any requirements set forth in the Fund's
then-current Prospectus.
2. Pass upon the adequacy of documents submitted, prepare any documents
required, and effect the transfer of shares to a shareholder account for the
transferee, including the establishment of the new account.
IX. Exchanges
1. Receive and process exchanges in accordance with duly-executed or
telephonic exchange authorizations which comply with the provisions of the
Fund's then-current Prospectus.
2. Establish, if necessary, a shareholder's account and register the new
shares in accordance with duly executed or telephonic exchange instructions.
X. Shareholder Communications
1. Maintain appropriate logs and other controls of all shareholder
communications reflecting the promptness with which they are handled and the
number of unresolved questions, inquiries and complaints outstanding at any
time.
2. Receive and answer promptly all correspondence, telephone calls, or
other inquiries from or on behalf of shareholders concerning the
administration of their accounts. In the case of individual inquiries with
respect to shares held in broker "street-name" accounts for the broker's
customer, refer such inquiry to the appropriate broker for response,
providing such information to such broker as OFS may reasonably ascertain
from its records with respect thereto.
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3. Refer to the Company's investment adviser or Distributor questions or
matters related to their functions.
4. Prepare such reports and summaries of shareholder communications as may
be requested by the Company's officers for the preparation of reports to the
Company's Board and appropriate regulatory authorities.
5. Attempt to collect or engage other agents or attorneys to collect on
behalf of the Fund or the Company the amount of any over-payment or erroneous
payment to a shareholder or other person by the Fund.
XI. Handling of Proxies
1. In accordance with instructions by an officer of the Company, prepare
proxy cards for each shareholder of record as of the date specified by a
resolution of the Company's Board providing for a meeting of its shareholders.
2. Mail to each shareholder of record, at the address shown in the
shareholder records of the Fund kept pursuant hereto (or as directed by the
respective broker as to broker transmission accounts), a completed proxy card
together with such other written material, including notices of the meeting
and proxy statements, as may be supplied for that purpose by the Fund.
3. Furnish to the Fund a list of shareholders eligible to vote at the
meeting, showing address of record and shares held together with an affidavit
or other appropriate certificate of the mailing referred to above.
4. Receive and tabulate proxies, furnishing the Fund with a
properly-certified report of such tabulation.
XII. Annual and Other Reports
1. Process the mailing of such prospectuses and annual, semi-annual, or
quarterly reports as shall be received from the Fund for that purpose and
coordinate such mailings to appropriate categories of shareholders.
2. Prepare and mail to shareholders appropriate periodic statements of
their accounts as contemplated by this Agreement.
3. Insert such other material with regular shareholder mailings as may be
requested and furnished by the Fund.
4. Prepare and forward to the Fund such daily, periodic or
special reports concerning shareholder records and any other functions
performed pursuant to this schedule of services as may be requested by an
officer of the Fund.
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XIII. Tax Matters
1. Prepare and file with the I.R.S. such Federal information returns with
respect to Fund shareholdersas may be specified by the I.R.S. from time to
time and mail copies thereof to shareholders.
2. Prepare and file appropriate Federal information returns and pay Federal
income taxes withheld from distributions made to non-resident aliens.
3. Prepare magnetic tapes for brokers to determine taxable accruals as to
broker transmission accounts to enable brokers to prepare appropriate
information returns.
4. Pay Federal income taxes withheld from dividends, distributions and
redemptions made to shareholders; process and retain records of
withholding exemption certificates filed by shareholders.
5. Comply with backup withholding and taxpayer identification requirements
issued by the I.R.S. which are applicable to transfer agents.
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