Exhibit 24(b)(9)
SERVICE CONTRACT
THIS AGREEMENT is signed this 8th day of March, 1996, between ROCHESTER
PORTFOLIO SERIES - LIMITED TERM NEW YORK MUNICIPAL FUND (hereinafter referred to
as the "Fund"), a Massachusetts business trust, having its principal place of
business at 000 Xxxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000, and OPPENHEIMERFUNDS
SERVICES (hereinafter referred to as "OFS"), a division of OppenheimerFunds,
Inc., a Colorado corporation, having its principal place of business at 0000
Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, OppenheimerFunds, Inc. (hereinafter referred to as "OFI")
doing business as OFS, a division of OFI, is a registered transfer agent under
Section 17A(c)(1) of the Securities Exchange Act of 1934 and provides registrar
and transfer agent, dividend and distribution disbursing agent, redemption
agent, clearing agent and exchange agent and service agent services to mutual
funds, and
WHEREAS, the Fund 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 Fund 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 Fund.
2. Fees and Expenses
A. For performance by OFS pursuant to this Agreement, the Fund
agrees on behalf of each of the Portfolios of the Fund to pay OFS the annual
basic charge for each shareholder account and the out-of pocket expenses
incurred by OFS as set out in Schedule B attached hereto.
B. The Fund agrees on behalf of each of the Portfolios to pay
all fees and reimbursable expenses within five days following the mailing of
the respective billing notice.
C. After the third year anniversary of this Agreement, OFS
may increase the fees and charges set forth on the attached fee schedule in
the following circumstances:
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(i) At any time but no more than once in a year, OFS may, upon
at least ninety (90) days prior written notice, increase its fees or charges to
the Fund or change the manner of payment;
(ii) Irrespective of (i) above, for new Fund features that
are not consistent with OFS's current processing requirements; and
(iii) Irrespective of (i) above, if changes in existing
laws, rules or regulations: (a) require substantial system modifications or
(b) increase cost of performance hereunder.
In the event of (i) above, if the Fund does not agree to the
revised fees and charges or manner of payment, the Fund shall notify OFS thereof
in writing (the "Refusal Notice") within thirty (30) days of receipt of OFS's
notice. If the parties are unable to agree to a rate or manner within the next
thirty (30) days after OFS's receipt of the Refusal Notice, this Agreement shall
terminate ninety (90) days from the date on which OFS received the Refusal
Notice.
In the event of (ii) above, the parties shall confer,
diligently and in good faith, and agree upon a new fee to cover such new fund
feature.
In the event of (iii) above, fees shall increase by the amount
necessary, but not more than such amount, to reimburse OFS for the cost of
developing or acquiring the new software to comply with regulatory changes and
for the increased cost of operating its shareholder system.
3. Effective Date and Term.
This Agreement shall become effective on the Conversion Date,
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. The Conversion Date shall be the close of
business on March 8, 1996, or such other date as the parties may agree to for
OFS to assume the functions of transfer agent for the Fund pursuant to the terms
herein.
4. 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 the 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 or has otherwise become aware of such error or
omission. In effecting any such corrections, OFS shall take all
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reasonable steps necessary to trace and to correct any related errors or
omissions, including, without limitation, those which might cause an over-issue
of the Fund's shares and/or the excess payment of dividends or distributions.
The allocable costs of corrections shall be charged to the Fund and the
liability of OFS under this Section shall be subject to the limitations provided
in Section 9 hereof.
5. Records Retention and Confidentiality.
OFS shall keep and maintain on behalf of the Fund all records
which the 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 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.
6. Clearing Accounts.
The 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 the Fund to carry out the provisions of this Agreement, with
a bank or banks selected by OFS with the prior approval of the Fund'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 Fund shall authorize officers or
employees of OFS to act as authorized signatories to disburse funds held in such
accounts. OFS shall be accountable to the Fund for the management of such
accounts by OFS (and the funds at any time on deposit therein).
7. Reports.
OFS will furnish to the 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.
8. Indemnification of OFS and OFI.
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The Fund shall indemnify OFS and OFI and hold OFS and OFI and
each of 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 it 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 the Fund
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 the Fund except to the extent the same may
contain patently obvious errors or omissions;
(c) Any certificate by an authorized officer of the Fund
or any other person authorized by the Fund's Board as
conclusive proof of any fact or matter required to be
ascertained by OFS hereunder;
(d) Instructions at any time given by an authorized
officer of the Fund 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 the Fund's general counsel or any
legal counsel appointed by such counsel or by any
authorized officer of the Fund;
(e) Instructions regarding redemptions, exchanges or
other treatment of the shares of the 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,
its subcontractors or agents by the Fund; or
(f) The advice or opinion of legal counsel furnished to
OFS pursuant to Section 10 hereof.
9. Limitations of OFS's and OFI's Liability.
In addition to the limitations on OFS's and OFI"s liability
stated in Sections 8 and 10 hereof, neither OFS nor OFI assumes any 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
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control which it could not reasonably have anticipated. OFS shall not have any
liability beyond the insurance coverage it has obtained for loss or damage
arising from its own errors or omissions, except to the extent such errors or
omissions are attributable to gross negligence or purposeful fault on the part
of OFS, its officers, agents and/or employees; and in no event will OFS be
liable to the Fund for punitive damages. The Fund shall indemnify and hold OFS
and OFI 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, its officers, directors, agents and/or
employees.
10. Legal Advice and Instructions.
OFS at any time may request instructions from any authorized
officer of the Fund with respect to the performance of its duties and
responsibilities hereunder and may consult with counsel for the Fund or counsel
of its own choosing, who is acceptable to the 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 Fund to deal with inquiries
or requests for instructions by OFS. Nothing in this section shall be construed
as imposing upon OFS any obligation to seek such instructions or counseling or
to act in accordance with such instructions or counsel.
11. Documents and Information.
As soon as feasible prior to the effective date of the
Agreement, and if not heretofore provided, the Fund will supply to OFS a
statement, certified by the treasurer of the Fund, stating the number of shares
of the Fund authorized, issued, held in treasury, outstanding and reserved as of
such date, together with copies of specimen signatures of the Fund's officers
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 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 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
the Fund shall make any change in its prospectus affecting the services and
functions to be performed by OFS hereunder, such additional services and
functions shall be deemed to be incorporated in Schedule A.
12. Additional Funds.
In the event that the Fund established one or more series of
shares in addition to the Rochester Limited Term New York Municipal Fund
Portfolio with respect to which it desires to have OFS render services as
transfer agent under the terms hereof, it shall so notify OFS in
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writing, and if OFS agrees in writing to provide such services, such series of
shares shall become a Portfolio hereunder.
13. Termination.
This Agreement may be terminated by any party only upon
written notice as provided in Section 3 hereof, except that the Fund 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 Fund, 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 Fund'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 the Fund or which relate solely to the documentation of the
computer data processing programs of OFS) together with, in machine-readable
form, such of the 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 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 9 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 Fund, 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 Fund shall not have any responsibility for termination penalties,
if any, which may be payable under the terms of such equipment leases, unless
otherwise agreed by the Fund prior to the time such lease is entered into.
14. 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.
15. 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
New York applicable to contracts made and to be performed in that state.
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16. 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.
OFS may, without further consent on the part of the Fund,
subcontract for the performance hereof with any entity which is duly registered
as a transfer agent pursuant to Section 17A(c)(1) of the Securities Exchange Act
of 1934, provided, however, that OFS shall be as fully responsible to the Fund
for the acts and omissions of any subcontractors or agent as it is for its own
acts and omissions.
OFS may enter into written agreements with sub-transfer
agents, third party administrators and other similar clearing firms which permit
OFI to maintain an omnibus account in the name of the shareholder of record with
the individual beneficial owners of the account being serviced by a 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 OFI and by the Board of the Fund.
17. Interpretive Provisions.
OFS and the Fund may agree from time to time in writing on
provisions interpretative of, or supplemental to, the provisions of this
Agreement.
18. Other Agreements.
This Agreement shall not preclude the Fund from entering into
transfer agency agreements or sub-transfer agency agreements with others.
19. Disclaimer of Liability.
OFS understands and agrees that the obligations of the Fund
under this Agreement are not binding upon any shareholder of the Fund or member
of its Board of Trustees personally, but only the Fund and the Fund's property;
OFS represents that it has notice of the provisions of the Declaration of Trust
of the Fund disclaiming liability for acts or obligations of the Fund.
20. 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.
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21. Entire Agreement.
Except as otherwise provided herein, this Agreement, including
Schedule A and Schedule B 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.
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:
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------------------
Xxxxxxx Xxxxxxxx, President and Chief
Executive Officer
ROCHESTER PORTFOLIO SERIES - LIMITED TERM NEW
YORK MUNICIPAL FUND
ATTEST:
/s/ Xxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------------
Xxxxxx X. Xxxxxxx, Secretary
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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;
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d. Number of shares currently registered;
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
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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.
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.
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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.
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 distribution accounts 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;
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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
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
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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.
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.
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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.
XIII. Tax Matters
1. Prepare and file with the I.R.S. such Federal information returns with
respect to Fund shareholders as 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.
A-7
SCHEDULE B
SERVICE CONTRACT
FEE SCHEDULE
The Transfer Agent will provide the transfer agent services listed in the
Service Contract for the Fund at the rate set forth below:
Annual Per Account Fee*:
Class A - $22.06
Class B - $23.96
Out -of-Pocket Expenses:
Out-of-pocket expenses may be incurred by either the Fund or the Transfer Agent
and are not included in the annual Transfer Agent Fees. Those out-of-pocket
expenses directly incurred by the Transfer Agent will be billed to the Fund on a
monthly basis. These out-of-pocket expenses include, but are not limited to the
printing of forms, envelopes, postage for the shareholder mailings, equipment
and system access costs, post-conversion research on pre-conversion transactions
performed by the former transfer agent and billed to the successor transfer
agent, overnight express mail charges, extraordinary items, check signature
plates and stamps, and programmer/analyst and testing technician time beyond
that agreed to in writing. Bank charges and earnings credit will be billed
directly to the Fund by Bank of Boston (or other banks). The Transfer Agent may
require the prior payment of anticipated out-of-pocket expenses, from time to
time.
Conversion Costs:
The Transfer Agent shall be responsible for its costs and expenses relating to
the initial conversion. The Fund shall be responsible for its costs and
expenses, including but not limited to the charges of the former transfer agent.
*Based on the number of accounts in existence at the end of the month, by fund,
and payable weekly based on estimates.
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