AMENDED AND RESTATED
SUB-ADMINISTRATION AGREEMENT
OFI Tremont Core Diversified Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Amended and Restated Agreement made as of June 2, 2004 by and between
OppenheimerFunds, Inc. ("Fund Agent") and Tremont Partners, Inc. ("Service
Provider").
WHEREAS, the Fund Agent and the Service Provider are parties to the
Sub-Administration Agreement dated January 2, 2003, (the "Agreement") in
connection with administrative services to be provided by the Service
Provider; and
WHEREAS, the Fund Agent performs certain administrative services for
OFI Tremont Market Neutral Hedge Fund and OFI Tremont Core Diversified Hedge
Fund, closed-end mutual funds registered under the Investment Company Act of
1940, as amended (collectively, the "Funds", and each a "Fund") pursuant to
an Administration Agreement with each such Fund ; and
WHEREAS, the Fund Agent desires that SERVICE PROVIDER perform services
that the Fund Agent would otherwise perform, or have performed, under the
Administration Agreement with respect to Funds' shareholders (each, a
"Shareholder" and collectively, the "Shareholders") accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto agrees, as follows:
1. Performance of Services. SERVICE PROVIDER agrees to perform the
services specified on Schedule A (the "Services") with respect to
Shareholders' accounts. SERVICE PROVIDER hereby agrees that it will
provide all facilities, systems, equipment, furniture, fixtures,
personnel, supplies, computer data processing systems and any other
requirements which are in its good faith judgment necessary or
desirable for the effective performance of the Services under this
Agreement. SERVICE PROVIDER will make reasonable efforts and take
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 prospectuses of the Funds.
2. Maintenance of Records. SERVICE PROVIDER agrees that it will maintain
and preserve all records as required by law and applicable regulations
(including, but not limited to Rules 31a-1 and 31a-2 of the Investment
Company Act of 1940, as amended) to be maintained and preserved in
connection with providing the Services, and will otherwise comply with
all laws, rules, and regulations applicable to its performance of the
Services (including, but not limited to, anti-money laundering laws and
regulations with respect to Shareholder accounts). Upon request of the
Fund Agent, SERVICE PROVIDER shall provide copies of all the historical
records relating to transactions in shares of the Funds on behalf of
the Shareholder accounts, and other related materials, as are
maintained by SERVICE PROVIDER in accordance with the preceding
sentence to enable Fund Agent, the Funds and their respective
affiliates or representatives to, among other things: (a) monitor and
review the Services, (b) comply with any request of a government body
or self-regulatory organization or a shareholder, (c) verify compliance
by SERVICE PROVIDER with the terms of this Agreement, (d) make required
regulatory reports, (e) monitor sales for Blue Sky reporting purposes
or otherwise or (f) perform general Shareholder supervision. Upon
reasonable notice, SERVICE PROVIDER agrees that it will permit Fund
Agent, the Funds, and their respective affiliates or representatives to
have reasonable access to its facilities, personnel and records in
order to facilitate the monitoring of SERVICE PROVIDER's compliance
with the terms of this Agreement and the quality of SERVICE PROVIDER's
Services. Fund Agent and its representatives must comply with all
reasonable security and confidentiality procedures established by
SERVICE PROVIDER at any facility to which access is granted, such
access will not interfere with SERVICE PROVIDER's normal business
operations.
3. Confidentiality. Fund Agent agrees for itself and each of its
affiliates or representatives given access to SERVICE PROVIDER
facilities and/or records that each of them shall treat as confidential
all records and any information obtained through such access, and shall
not disclose information contained therein except as permitted under
Paragraph 2 (including, but not limited to, satisfaction of any
regulatory obligation of Fund Agent or obligation to the Funds and as
may be required by applicable law, rule or regulation or investigative
proceeding or as may otherwise be required in legal process served upon
Fund Agent). All such records and information maintained by SERVICE
PROVIDER and its affiliates in connection with this Agreement are the
exclusive property of SERVICE PROVIDER and shall remain so
notwithstanding any release thereof in accordance with the terms of
this Agreement. Fund Agent warrants that neither it nor any of its
affiliates or representatives having access to such records or
information shall use such records or information to solicit, directly
or indirectly, any Shareholder of SERVICE PROVIDER or for any other
purpose not expressly permitted under this Paragraph or Paragraph 2.
4. Fees. In consideration of the Services provided hereunder, Fund Agent
shall pay to SERVICE PROVIDER the fees specified in Schedule B hereto.
Other than as provided for in Schedule B, Fund Agent shall not be
obligated to pay SERVICE PROVIDER any other fees.
5. Indemnification. SERVICE PROVIDER shall indemnify and hold harmless
Fund Agent and the Funds from and against any and all claims, losses,
liabilities or expenses that either or both of them may incur
(including, without limitation, reasonable attorneys' fees and
expenses) arising out of SERVICE PROVIDER's non-performance of its
responsibilities under this Agreement, or SERVICE PROVIDER's failure to
comply with any applicable law, except to the extent any such claims,
losses, liabilities or expenses are caused by the gross negligence, bad
faith or willful misconduct of Fund Agent.
The Fund Agent shall indemnify and hold harmless SERVICE PROVIDER from
any and all claims, losses, liabilities or expenses that it may incur
(including, without limitation, reasonable attorneys' fees and
expenses) arising out of the non-performance of Fund Agent of its
responsibilities under this Agreement or its failure to comply with any
applicable law, except to the extent such losses are caused by the
negligence, bad faith or willful misconduct of SERVICE PROVIDER, its
representatives or affiliates.
In no event shall the party seeking indemnification hereunder confess
any claim, loss, expense, or liability or make any compromise in any
case in which the other party may be required to indemnify without the
prior written consent of the party from which indemnification is
sought, whose consent shall not be unreasonably withheld.
6. Termination. This Agreement may be terminated, without penalty, at any
time by SERVICE PROVIDER or Fund Agent upon 60 days written notice to
the other party. However, in the event of the termination of this
Agreement by SERVICE PROVIDER, SERVICE PROVIDER shall, if requested by
Fund Agent, continue to provide the Services for up to an additional 60
days to enable Fund Agent to make alternative arrangements for the
servicing and maintenance of the Shareholders' Fund shareholdings, and
SERVICE PROVIDER will reasonably cooperate in the implementation
thereof. In the event of termination of this Agreement by SERVICE
PROVIDER, SERVICE PROVIDER shall pay for any and all costs associated
with the conversion of servicing and maintenance of Shareholders' Fund
shareholdings to an alternate Service Provider. The provisions of
Paragraphs 3, 5, 11, 13, and 14, and SERVICE PROVIDER's right to
receive payment for services rendered up to the date of termination,
will survive termination of this Agreement. In the event of
termination and in addition to any applicable record-keeping
obligation, SERVICE PROVIDER agrees to maintain all Shareholder
information and cooperate with Fund Agent in the transition of such
information to Fund Agent or another Service Provider.
7. Entire Agreement. This Agreement, including its Schedules, constitutes
the entire agreement between the parties with respect to the matters
dealt with therein, and supersedes any previous agreements and
documents with respect to such matters.
8 Notice. All notices under this Agreement shall be written and, if sent
to SERVICE PROVIDER, shall be sent to the attention of Xxxxx XxXxxxxxx,
General Counsel of SERVICE PROVIDER at 000 Xxxxxxxx Xxxxx Xxxxxx, Xxx,
Xxx Xxxx 00000. All notices to Fund Agent shall be sent to the
attention of Xxxxxx Xxxxxxx, President and Chief Executive Officer of
Fund Agent, at 0000 Xxxxx Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxx 00000 with a
copy to the attention of Xxxxxx Xxxx, General Counsel, at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Notice shall be made by certified
mail (with return receipt), by express delivery service (with
confirmation of delivery) or hand delivery (with receipt) to the
addresses specified in this provision. Either party may change the
address to which notices to it shall be sent by giving written notice
thereof in accordance with this provision.
9. Amendments. All amendments hereto must be in writing and signed by
both parties hereto.
10. Assignment. The rights and obligations of the parties hereunder may
not be assigned without the prior written consent of the non-assigning
party, except that either party may, upon notice to the other, assign its
right and obligations hereunder to an affiliate or successor entity.
11. Non-Exclusivity. The parties acknowledge that the other may enter into
agreements similar to this Agreement with other parties for the
performance of services similar to those to be provided by SERVICE
PROVIDER under this Agreement.
12. Representations and Warranties. SERVICE PROVIDER represents and
warrants that: (i) it has and will maintain the capabilities to perform
the Services hereunder; , ((ii) it has and will maintain, during the term
of this Agreement, comprehensive general liability coverage to insure
against errors, omissions or misfeasance in the performance of its
obligations under this Agreement, with limits of not less than five (5)
million dollars (such insurance coverage shall be issued by a qualified
insurance carrier with a Best's rating of at least "A") naming Fund Agent
as additional insureds; (iii) it has and will maintain, during the term of
this Agreement, a fidelity bond covering its employees and authorized
agents with a limit of not less than one (1) million dollars issued by a
qualified insurance carrier with a Best's rating of at least "A"; and
(vii) it is not required to register as a transfer agent under the
Securities Exchange Act of 1934, as amended, with respect to the provision
of Services hereunder.
In addition, SERVICE PROVIDER represents and warrants that: (i) if
recommended by the Funds' independent counsel, it will cause an
independent public accountant or other qualified independent party
annually to review its internal control structure in accordance with
Statement of Accounting Standard 70 (Type II), and prepare a written
report to SERVICE PROVIDER concerning the structure's adequacy for the
obligations undertaken by SERVICE PROVIDER under this provision, and that
upon receipt of its internal control structure report, it will provide
such report to Fund Agent; and (ii)it will promptly provide notice to Fund
Agent upon becoming aware of any issue materially affecting its ability to
comply with its obligations under this provision.
13. Force Majeure. Neither party shall be liable for any default or delay
in the performance of its obligations under this Agreement to the extent
such default or delay is caused directly by (i) fire, flood, elements of
nature or other acts of God; (ii) any outbreak of war in the United
States, or, with respect to SERVICE PROVIDER, riots or civil disorder in
the City of Rye, New York, and, with respect to Fund Agent, riots or civil
disorder in the City of New York, the City of Denver or the City of
Centennial, Colorado (iii) any relevant labor disputes beyond the
reasonable control of the non-performing party; or (iv) failures or
fluctuations in telecommunications or other equipment beyond the
non-performing party's reasonable control. In any such event, the
non-performing party shall be excused from any further performance and
observance of the obligations so affected for as long as such
circumstances prevail provided the non-performing party uses its best
efforts to recommence performance or observance as soon as practicable,
which in no event shall exceed 5 business days.
14. Consequential Damages. Notwithstanding anything in this Agreement to
the contrary, in no event shall either party, its affiliates or any of its
or their directors, officers, employees, agents or subcontractors be
liable to the other party or its AFFILIATES OR ANY OF THEIR DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS in respect of this Agreement
or the Services under any theory of tort, contract, strict liability or
other legal or equitable theory for lost profits, exemplary, punitive,
special, incidental, indirect or consequential damages, each of which is
hereby excluded by agreement of the parties regardless of whether such
damages were foreseeable or whether any PERSON OR entity has been advised
of the possibility of such damages.
15. Governing Law. This Agreement shall be governed by the laws of the
State of New York.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first above written.
Tremont Partners, Inc.
By:
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Print name: Xxxxxx Xxxxx
Title: Senior Vice President
OppenheimerFunds, Inc.
By:
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Print Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
SCHEDULE A
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Pursuant to the Agreement by and among the parties hereto, SERVICE
PROVIDER shall perform the following Services, which do not include any
services rendered by the SERVICE PROVIDER under the Sub-Advisory Agreements
as to the Funds. in connection with the distribution of the Fund's shares.
The following services shall be performed consistent with generally accepted
industry practices and any requirements set forth in the Funds' then-current
prospectuses.
1. Maintain separate records for each Shareholder with respect to shares
of each of the Funds held by such Shareholder , which records shall (i)
reflect shares purchased and redeemed, including the date and price for
all transactions, dividends and distributions paid, transfers and share
balances, and (ii) include the name, address and social security number
or tax identification number of each Shareholder.
2. Prepare and transmit to Shareholders periodic account statements at
least quarterly, and as frequently as required by law, showing the
total number of shares owned by Shareholders as of the statement
closing date, purchases and redemptions of Fund shares by Shareholders
during the period covered by the statement and the dividends and other
distributions paid to Shareholders during the statement period
(whether paid in cash or reinvested in Fund shares). Prepare and
transmit to Shareholders, transaction confirmations as required by
applicable law.
3. Respond to Shareholder inquiries regarding the administration of their
accounts, including, among other things, share prices, account
balances, dividend amounts and dividend payment dates.
4. With respect to Fund shares purchased by Shareholders after the
effective date of this Agreement, provide average cost basis reporting
to the Shareholders to assist them in preparation of income tax returns.
5. Prepare and file with the appropriate governmental agencies and (as
applicable) mail to Shareholders, such information, returns and reports
as are required to be so filed for reporting with respect to
Shareholders (whether U.S. residents or non-resident aliens) (i)
dividends and other distributions made, (ii) amounts withheld on
dividends and other distributions and payments under applicable federal
and state laws, rules and regulations, and (iii) gross proceeds of
sales transactions.
6. Forward to Shareholders all Fund proxy materials, prospectuses,
statements of additional information, reports and amendments to the
foregoing as well as other information supplied by Fund Agent and
required to be sent to shareholders under the federal securities laws.
Upon request of the Fund Agent, SERVICE PROVIDER will also transmit to
Shareholders Fund communications deemed by either (i) Fund Agent, or
(ii) the Fund, through its Board of Trustees or similar governing body,
in the sole discretion of either, to be material to shareholders of the
Fund. SERVICE PROVIDER may consolidate or utilize "household" mailing
for the above-described information where permissible under applicable
law. SERVICE PROVIDER agrees that it will not distribute any such
materials if they are out-of-date.
Pursuant to Fund Agent's request, SERVICE PROVIDER also will transmit
other documents (in addition to those legally required to be sent and
those deemed material by either Fund Agent or the Fund's Board of
Trustees in accordance with this provision) to Shareholders. Fund
Agent hereby agrees to reimburse SERVICE PROVIDER for the reasonable
expenses related to such mailings, which Fund Agent shall approve in
writing before SERVICE PROVIDER incurs any such expenses.
7. Provide to the Funds such periodic reports in such form as requested by
Fund Agent as may be necessary to enable each of the Funds and Fund
Agent to comply with State Blue Sky requirements. Two reports shall be
provided each month under this section 7: one report immediately prior
to investment of monies held in the Escrow Accounts in the Funds (but
in no event not later than the fourth business day prior to the end of
the month preceding the proposed date for investment), and the second
report upon completion of the monthly asset valuation process for each
of the Funds, which is expected to take place not later than 25 days
following the previous month-end. In accordance with Section 7 of the
Agreement, SERVICE PROVIDER shall pay for any and all costs required to
ensure that Fund Agent receives such reports in an electronic form
satisfactory to Fund Agent.
8. Prepare, file or transmit all reports and returns as required by
federal or state law with respect to each Shareholder account.
9. Prepare detailed reports indicating the account type (e.g.,
OppenheimerFunds-sponsored retirement plans and
non-OppenheimerFunds-sponsored retirement plans such as XXX, 401(k) and
403(b) retirement accounts), identity of the registered representative
and branch location responsible for each transaction, the dollar amount
of each transaction, number of shares of each transaction and
transaction type. Such reports shall be provided monthly in an
electronic form acceptable to Fund Agent, as follows: one report
immediately prior to investment of monies held in the Escrow Accounts
in the Funds (but in no event not later than the fourth business day
prior to the end of the month preceding the proposed date for
investment), and the second report upon completion of the monthly asset
valuation process for each of the Funds, which is expected to take
place not later than 25 days following the previous month-end.
..
10. Withhold from dividends, distributions and redemption proceeds any
required Federal income taxes and pay the same. Process and retain
records of withholding exemption certificates filed by Shareholders.
Comply with backup withholding and taxpayer identification requirements
issued by the IRS.
11. Disburse or credit to the Shareholder accounts, and maintain records
of, all proceeds of redemptions of shares and all other distributions
(including dividends) not reinvested in shares of the Funds, or
reinvest such distributions, as elected by or on behalf of the
Customer. Process reinvestment 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 relevant Fund.
12. Receive and process exchanges in accordance with instructions that
comply with the provisions of the Funds' then current prospectuses.
13. Provide all supporting documentation necessary following a transfer of
a Shareholders' account to another dealer of record.
14. Adjust Shareholder accounts accordingly in the case of a
recapitalization or capital adjustment requiring a change in the number
of shares outstanding of any Fund (for example, a share split).
[continued on next page]
Responsibilities with Respect to SERVICE PROVIDER
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Item Report /Procedure Individual(s)
Responsible
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1 At least 90% of all routine items were turned
around within 3 business
D days of receipt; all were turned around as
soon as possible. Xxx Xxxxx
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Changes in the number of fund outstanding shares resulting
from distributions, redemptions, and repurchases were
2 provided to the fund's accounting agent no later than the Xxx Xxxxx
first business day following such changes.
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Where fewer than 500 shareholder transactions per Fund
were received during the month for transfer the Fund
3 Agent's legal department was notified so the appropriate Xxx Xxxxx
filings could be made.
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4 The price at which shareholder activity was processed was Xxx Xxxxx
based on the net asset value next calculated after the
sweep from the Escrow Account of the shareholder's monies
deposited in escrow for the purchase of Fund shares..
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5 Shares were not issued in exchange for services or for Xxx Xxxxx
consideration other than cash.
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6 No employee processed transactions on an account held in
their name or the name of a family member. Xxx Xxxxx
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7 Shareholder information has not been sent in an e-mail (or
an attachment to an e-mail) outside of the company unless Xxx Xxxxx
it is password protected or encrypted.
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8 All incoming funds and outgoing wires meet
OFAC requirements Xxx Xxxxx
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9 An accurate Master securityholder file and subsidiary Xxx Xxxxx
files, as defined in Rule 17Ad-9 of the Exchange Act ,
have been maintained and kept current.
investment, have been maintained and kept current.
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10 Debits and credits containing the minimum information Xxx Xxxxx
required by paragraph (a) of Rule 17 Ad-9 of the Exchange
Act were promptly and accurately posted to the master
securityholder file for every security transferred,
purchased, redeemed, or issued.
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11 Prior to resolution, record differences were maintained in Xxx Xxxxx
a subsidiary file rather than posted to the master
securityholder file.
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12 The required search by TIN (or if TIN not verified by Xxx Xxxxx
name) of the lost securityholder database using a data
base service has been completed. The 1st search must be
conducted 3-12 months after the date the account went on
Returned by the Post Office ("RPO")status and the 2nd
search must be conducted 6-12 months after the 1st search.
(Rule 17AD-17 of the 34 Act)
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13 A record of the total number of shares authorized and Xxx Xxxxx
issued (i.e., control book, as defined in Rule 17Ad-9 of
the Exchange Act) is maintained and has been kept current
for each issue of securities.
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14 Any changes to the control book have been authorized in Xxx Xxxxx
writing by an authorized agent of the issuer.
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15 Where the SERVICE PROVIDER overissued shares, the
following actions were taken:
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Shares equal to the overissuance were bought in (unless Xxx Xxxxx
the shares involved were covered by a surety bond
indemnifying the transfer agent for all expenses.)
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16 Each dividend payment by the Funds to shareholders was Xxx Xxxxx
accompanied by a written statement disclosing the sources
of the payment.
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17 The following were immediately reported to the Legal Xxxxxxxx
Xxxx
Department, for reporting to the SEC: Xxx Xxxxx
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a. Buy-ins, where the aggregate market value of all Xxxxxxxx
buy-ins executed to remedy an overissuance exceeded Ives
$100,000 during the calendar quarter. Xxx Xxxxx
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b. Failures to post, for more than 5 business days, any Xxxxxxxx
debits or credits for securities transferred,
purchased, redeemed, or issued that were required to be
posted to the master securityholder and/or subsidiary Ives
files. Xxx Xxxxx
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c. Failures to turnaround, within 3 business days of Xxxxxxxx
receipt, routine items received for transfer. Ives
Xxx Xxxxx
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d. Failures to process items received during a month Xxxxxxxx
within the required Ives
time Xxx Xxxxx
frame.
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18 Where at least 75% of all items received were not turned Xxx Xxxxx
around or processed for 2 consecutive months, a copy of
any written notice filed with the SEC regarding failure to
turnaround or failure to process items was provided to the
chief executive officer of the issuer within 20 business Xxxxxxxx
days after the close of the second month. , Ives
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19 Written standards and procedures for the acceptance of Xxx Xxxxx
guarantees were maintained in an easily accessible place
and were applied.
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A copy of the written standards and procedures was
20 provided to any person requesting such a copy within 3 Xxx Xxxxx
days of the request.
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Only those requests for transfer were rejected where the
21 guarantor did not satisfy the written standards and Xxx Xxxxx
procedures.
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22 The guarantor and the presenter were notified of the Xxx Xxxxx
rejection and the reasons for the rejection, where the
guarantor did not satisfy the written standards and
procedures, within 2 business days after rejection of the
request.
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23 The following were responded to in a timely manner:
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a. Written inquiries concerning the status of Xxx Xxxxx
instructions to transfer shares, within 5 business days
of receipt.
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b. Requests for acknowledgement of transfer Xxx Xxxxx
instructions,, within 5 business days of receipt.
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c. Written requests for an account transcript, within 20 Xxx Xxxxx
business days of receipt.
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d. Written inquiries concerning nonpayment or incorrect Xxx Xxxxx
payment of dividends paid or payable within the last 6
months.
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24 The name and address of the current dividend disbursing Xxx Xxxxx
agent was provided in response to inquiries.
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25 Written inquiries from shareholders were responded to as Xxx Xxxxx
soon as possible.
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26 Safeguards and procedures were employed with respect to Xxx Xxxxx
funds in custody of the SERVICE PROVIDER , to assure
that all funds were protected against misuse.
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27 Orders to purchase shares have not been accepted from
Xxxxxxxx
individuals residing in states where the fund is not Ives
registered for sale. Xxx Xxxxx
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28 The following books and records are being maintained for
the appropriate time periods in the appropriate locations:
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a. Transfer Agent Agreements (i.e., Service Contracts). Xxxxxxxx
Xxxx
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b. Stop Orders as to monies in the respective Fund's Xxx Xxxxx
Escrow Account
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c. Transfer, Registrar Journals & Shareholder Account Xxx Xxxxx
Activity.
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d. Articles of Incorporation. Xxxxxxxx
Xxxx
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e. SIC Reports as to the Fund's initial filing, any name Xxx Xxxxx
change after SEC effectiveness, and upon termination of
the Fund.
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f. Fingerprint Records for NASD-registered persons. Xxxx
Xxxxxxxx
Xxxxx Xxxxx
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g. Reports by Fund Agent's Internal Audit department Xxx Xxxxx
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h. Notices of Assumption or Termination of Transfer Xxxxxxxx
Agent Services (17AD-16). Ives
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i. Record of Transfers Rejected. Xxx Xxxxx
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29 Form TA-1 reviewed to determine if any are necessary. Xxxxxxxx
Xxxx
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30 Form TA-2 reviewed prior to filing. Xxxxxxxx
Xxxx
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31 Information regarding Shareholder complaints is timely
submitted to the OFI legal department for filing with the Xxxx Xxxx
NASD within the appropriate time frames as required by Xxx Xxxxx
NASD Rule 3070.
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Shareholder complaints relating to OFI's mutual fund Xxxx Xxxx
32 business are reviewed in accordance with established and Art
procedures. (NASD Rules 3010, 3110) Xxxxx
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If determined to be appropriate by SERVICE PROVIDER in
consultation with FUND AGENT, a random review of Customer Xxx Xxxxx
33 Service Representative ("CSR") phone conversations with
Shareholders is performed in accordance with established
procedures.
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34 Current, fully executed contracts are in place for all
vendors utilized by SERVICE PROVIDER. Xxx Xxxxx
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Blue Sky Reporting:
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Blue Sky Reporting - Figures for Blue Sky Reporting must be provided no
later than the fourth business day prior to month-end to Xxxxxx XxXxxx in
the Denver office. The information is to include amount received,
transaction date (date of "sweep" into fund), and the state of residence.
Privacy Notices:
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Privacy notice must be mailed at the opening of the account (Regulation S-P
requirement).
An Annual Privacy notice must be mailed to all shareholders (Regulation S-P
requirement).
Shareholder Correspondence:
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When an address change occurs on an account, a letter of acknowledgement must
be mailed to both the old and the new address (Insurance requirement).
Copies of letters (correspondence) must be retained.
Complaint files must be kept and copies of complaints must be sent to
Xxxxxxxxxxx (Xxxx Xxxx).
Statements & Confirms:
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Letters will be sent to confirm investment in the escrow account. They must
be postmarked and mailed within five business days of receipt of funds into
escrow.
Confirms for the purchase, repurchase or redemption of Fund shares must be
postmarked and mailed within five business days following the determination
of net asset value that month.
Current month values will not be available for statements; therefore,
quarterly statement values will reflect the previous month's balance.
Statements must be postmarked and mailed within five business days of the end
of the period.
Retention Requirements:
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Documentation under this Agreement shall be retained in accordance with
Rule 31a-2 under the Investment Company Act of 1940 . SERVICE PROVIDER
shall make arrangements to image documents to satisfy this retention
requirements as soon as reasonably practicable.
Miscellaneous items:
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Outgoing Federal Funds wires must be verified.
True "out of balances" on the fund must be reported (to Xxxxxxxxxxx, Xxxxx
Xxxxxxxx).
If telephone transactions are permitted, they must be tape recorded.
(Presently, telephone transactions are not permitted for the Funds .)
Anti-Money Laundering Requirements:
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Anti-Money Laundering requirements (Xxx XxXxxxxxx will handle this for
Tremont ).
Signature Guarantee Requirements:
---------------------------------
Information provided on the following pages.
Note: new medallion requirements with new sparkle ink using special reader
Signature Guarantee
General Information
o Definition: signature guarantee
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o A signature guarantee is required to process certain redemptions and
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all transfers.
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o More information on signature guarantees is in the prospectus for the
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fund and is commonly used in the securities industry to authenticate
the signature and capacity of a person requesting the redemption or
transfer of securities. Its use is for the shareholder's protection as
well as ours.
o In addition to regular signature guarantees, we accept signature
guarantees from the Securities Transfer Agent's Medallion Program
(STAMP) and the Securities Exchange Medallion Stamp (SEMP). Certain
broker/dealers offer the Medallion signature guarantee.
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o A notarized, witnessed, verified, or certified signature is not an
acceptable substitute for a guarantee because a notary cannot assume
financial responsibility in the case of fraud.
NOTE: Beware of Chemical Bank's stamp. It is not a signature guarantee. It
says "Signature guaranteed to compare favorably to signature on file."
This is not the same as a Signature Guarantee.
When A Signature Guarantee Is Required
Redemptions
IMPORTANT: Any redemption up to $100,000 that is being sent to the address of
record and made payable as registered does not require a signature guarantee,
provided the AOR has not changed in the past 30 days.
A signature guarantee is needed from all registered owners in any of the
following situations:
o If a redemption is for over $100,000. (See IMPORTANT above.)
o If a redemption check is not going to the address of record.
---
o If a redemption is requested along with an address change, or if the
address has changed in prior 30 days.
o If a redemption check is going to anyone other than all registered
owners.
o NOT required for redemptions to AOR requested by either joint owner as
long as the check is payable to all registered owners, is under
$100,000, and no address change in prior 30 days.
o NOT required for redemption requests up to $100,000 when a joint tenant
has died and the surviving joint tenant requests a redemption to AOR
and has sent in a photocopy of the death certificate. All other
requirements remain.
Transfers/Registration Changes
If a transfer or registration change is due to death.
If a transfer or registration change is due to divorce.
If a transfer or registration change is due to marriage.
A signature guarantee is needed from all registered owners in any of the
following situations:
o All transfers.
o If there is a name change.
Transfers Under $100,000
For the following situations, a signature guarantee is:
o NOT required to transfer a Sole Owner account to a Partnership or Sole
Proprietorship Ownership. The same owner must be named in the new
registration.
o NOT required if an equal transfer is done from a Joint Tenant account
into Sole Owner registrations for the existing owners if the amount
into each Sole Owner account is $50,000 or less (i.e., the originating
account has $100,000 or less). We do require all joint tenants'
signatures. (This also applies to Tenants in Common, Tenants by
Entirety, and Community Property registrations.)
o NOT required on a transfer from a Sole Owner or Joint Tenant account to
a Trust account. The individual or joint tenants must be named as the
trustee(s) of the trust.
o NOT required on a transfer from a Sole Owner account to a Joint Tenant
account. The current owner must be named as 1 of the joint tenants.
(This also applies to Tenants in Common, Tenants by Entirety, and
Community Property registrations.)
o NOT required to transfer and/or redeem to AOR a Uniform Transfer to
Minor Account (UTMA) up to $100,000 or Uniform Gift to Minor accounts
(UGMA) account to the minor upon reaching the required age. A photocopy
of birth certificate is required.
Change of Trustee
A signature guarantee is needed from all registered owners in any of the
following situations:
o For a trustee-to-trustee transfer if the shareholder is moving the
account from OppenheimerFunds to another institution and the redemption
proceeds are over $100,000. (See IMPORTANT above.)
NOTE: We must have Letter of Acceptance from institution.
Instructions
Obtaining a Signature Guarantee in the U.S.
An acceptable signature guarantee can be obtained from:
-------------------
o A U.S. bank, trust company, credit union, or savings association.
o A U.S. correspondent bank of a foreign bank.
o A U.S.-registered dealer or broker in securities, municipal securities,
or government securities, who has a selling agreement with us.
o A U.S. national securities exchange, registered securities association,
--------
or clearing agency.
Shareholders who are members of the U.S. Armed Forces living in the U.S. may
also obtain signature guarantees from any 1 of the following persons who must
indicate their own rank and branch on the guarantee:
o A commanding officer.
o A unit Adjutant.
o An officer of the Judge Advocate General's Corps in the branch.
o A signature guarantee from a foreign branch of a U.S. bank or brokerage
firm as stated above or by a foreign bank with a U.S. correspondent.
IMPORTANT: The signature guarantee must include an original stamp or seal.
Photocopies of the guarantee are not acceptable. A notarized copy is not
acceptable.
Obtaining a Signature Guarantee Outside the U.S.
o We recognize that shareholders who live or reside temporarily outside
the U.S. may not be able to obtain signature guarantees from the same
-------------------
institutions as shareholders living in the U.S. Therefore, we will also
accept signature guarantees from:
|X| An officer of a foreign bank that has a correspondent bank located in
the U.S.
|X| An officer of a branch of a U.S. commercial bank located outside the
U.S.
|X| An officer or a principal of a branch of a U.S. broker/dealer located
---------
outside the U.S. who is a member of a principal U.S. securities
exchange.
--------
NOTE: The U.S. Ambassador, Consul, or Vice Consul of the foreign
country may provide an acceptable verification of the shareholder's
signature if he or she has proper proof.
o Shareholders, who are members of the U.S. Armed Forces living in a
foreign country or at sea, may obtain signature guarantees from any one
of the following persons who must indicate their own rank and branch on
the guarantee:
|X| A commanding officer.
|X| A unit Adjutant.
|X| An officer of the Judge Advocate General's Corps in the branch.
|X| A signature guarantee from a foreign branch of a U.S. bank or brokerage
firm as stated above or by a foreign bank with a U.S.
correspondent.
o To obtain a signature guarantee, you will probably need to sign your
instructions in the presence of the person signing the guarantee. Many
institutions will not guarantee your signature unless you sign your
name in their presence. (Be sure to check what type of personal
identification the guaranteeing institution requires.)
o To be acceptable, the guarantee must also include the signature of an
officer or principal of the institution, signing in his or her official
capacity. The name and title of the officer or principal should be
printed beneath his or her name.
o The guarantee must not be dated or limited in any way.
IMPORTANT: The signature guarantee must include an original stamp or seal.
Photocopies of the guarantee are not acceptable. A notarized copy is not
acceptable.
Proper Format
o To obtain the guarantee, the shareholder should take an unsigned letter
of instruction (or Stock Power) to the guaranteeing institution and
-----------
should sign in front of the guarantor. (The shareholder should be sure
to take the kind of personal identification with him or her that the
guaranteeing institution requires.)
o The proper format is:
Mr. John Shareholder
--------------------
Signature of Presenter
SIGNATURE(S) GUARANTEED By:
Mr. Authorized Officer
----------------------
Signature of Authorized Officer
President of XYZ Bank
---------------------
Printed Name/Title of Officer
o The signature(s) should correspond exactly (including fiduciary or
---------
other titles) with the name(s) appearing in the account registration or
------------
printed on the account statement or certificate.
o To be acceptable, the guarantee must include the signature of a duly
authorized officer or principal of the institution, signing in his or
---------
her official capacity. The name and title of the officer or principal
-----------------
must be printed beneath his or her signature.
o If the guaranteeing institution does not use a signature guarantee
-------------------
stamp, the institution's official seal must be affixed next to the
signature language described in the example above.
o A stamp that merely contains the institution's address is not
acceptable as a substitute for the guarantee stamp.
o The guarantee should not be dated or limited in any way.
IMPORTANT: Photocopies of the guarantee are NOT acceptable.
Sample Formats
For an individual or individuals
--------------------------------
The signature(s) should correspond exactly with the name(s) appearing in the
account registration or printed on the account statement.
------------
Registration: XXX XXXXXX
Signature: Xxx Xxxxxx
For a corporation
-----------------
The name of the corporation should be printed and the signature and title of
an authorized officer should be provided.
Registration: SAHARA NATURAL FOODS, INC.
Signature: Xxxx Xxxxx, President
For a trustee or trustees
-------------------------
All trustees listed in the registration should sign, including fiduciary
---------
title and the date of the trust or other identification listed in the
-----
registration.
XXXXX X XXXXXXX &
XXXX X XXXXXXX TR
Registration: > XXXXXXX FAMILY TRUST
UA DEC 15 87
Xxxxx X. Xxxxxxx, Trustee
Signature: Xxxx X. Xxxxxxx, Trustee
UA Dec 15, 1987
For a partnership
-----------------
The name of the partnership should be printed as it appears in the
registration, and the signature and title of the general partner should be
provided.
Registration: HEM LTD
A PARTNERSHIP
Signature: HEM LTD Xxxx Xxxxxxx, General Partner
For a custodian (CUST)
----------------------
The title as custodian should be provided in the signature; the name of the
minor should be listed; and the state in which the UGMA or UTMA was
---- ----
established should be identified.
XXXX K STERTZBACK CUST
Registration: FBO XXXX XXXXXXX STERTZBACK
UNIF GIFT MIN ACT PA
Xxxx X. Stertzback, Custodian
Signature: Xxxx Xxxxxxx Stertzback, Minor
Pennsylvania
For a transfer on death (XXX)
-----------------------------
The owner of the account, not the beneficiary, should sign.
Registration: XXXXX XXXXXX
XXX XXXXXXX XXXXXX
Signature: Xxxxx Xxxxxx
For an Attorney-in-Fact (POA)
-----------------------------
The Attorney-in-Fact should sign.
RegistratJOHN XXXXX RegistraMARY:XXXXX, Agent For XXXX
XXXXX
SignatureJOHN XXXXX (name is actually SignaturJOHN XXXXX (name is actually
signed by Attorney-in-Fact) signed by Attorney-in-Fact)
XXXX XXXXX XXXX XXXXX
Attorney-in-Fact for XXXX Attorney-in-Fact for XXXX
XXXXX XXXXX
SCHEDULE B -- FEE SCHEDULE
--------------------------
Each Fund shall pay an Administrative Fee of 0.15% of its average
annual net assets to Fund Agent to pay to SERVICE PROVIDER for providing the
Services outlined in Schedule A. The fees provided for in this Schedule
shall be billable and payable monthly.
In consideration of the receipt of the fees paid hereunder, SERVICE
PROVIDER shall provide the Services outlined in Schedule A, and shall be
responsible for any and all costs and out-of-pocket expenses associated with
the provision of the Services, including, but not limited to, any and all
costs associated with the delivery of documents pursuant to Section 7 of
Schedule A (for example, without limitation, fees charged by Automatic Data
Processing, Inc. and all of the postage expenses related to such mailings).
In accordance with Section 2 of the Agreement, Fund Agent, the Funds or
their respective affiliates or representatives shall have the right to, upon
reasonable notice, audit SERVICE PROVIDER's records in order to verify that
all fees paid by Fund Agent are in accordance with the terms of this
Agreement, including this Schedule B. Any amounts incorrectly billed by
SERVICE PROVIDER shall be subject to 12% interest while outstanding.
