ADMINISTRATIVE SERVICES AGREEMENT
This Agreement is entered into as of this ____ day of _____, 200__ by and
among ___________, a corporation organized and existing under the laws of the
state of ______ ("Service Provider"), OppenheimerFunds Distributor, Inc., a New
York Corporation ("OFDI") and OppenheimerFunds Services ("OFS"), a division of
OppenheimerFunds, Inc., a Colorado Corporation.
WITNESSETH:
WHEREAS, the Service Provider desires to provide administrative services
comprised of certain recordkeeping, trustee, reporting and processing services
to certain qualified employee benefit plans, 403(b) plans, 457 plans and other
retirement plans (each a "Benefit Plan" and, collectively, the "Benefit Plans"),
which services include processing and transfer arrangements for the investment
and reinvestment of Benefit Plan assets in investment funds specified by an
entity not related to the Service Provider such as a Benefit Plan sponsor, an
investment adviser, or administrative committee of the Benefit Plan, generally
upon the direction of participants of such Benefit Plans or their beneficiaries
(the "Participants");
WHEREAS, Service Provider desires to make Class A, Class C and Class N
shares of certain Xxxxxxxxxxx funds listed on Appendix A hereto (each a "Fund"
and collectively, the "Funds") available for purchase by Benefit Plans and their
Participants;
WHEREAS, OFS and Service Provider desire to facilitate the purchase,
exchange and redemption of Class A, Class C and Class N shares of the Funds, on
behalf of the Benefit Plans and their Participants, through one or more accounts
in each Fund, as described in Section 3 below ("Benefit Plan Accounts"); and
WHEREAS, OFDI agrees to make Class A, Class C and Class N shares of the
Funds available for purchase by Benefit Plans and their Participants, subject to
the terms and conditions of this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. Performance of Services. The Service Provider agrees to perform the
administrative functions and services set forth in this Agreement, including
those services listed in Section 4 of this Agreement and Appendix D attached
hereto, with respect to shares of the Funds owned by the Benefit Plans and
included in the Benefit Plan Accounts (the "Services"), or as requested by the
Benefit Plans.
2. Purchase of Class A, Class C and Class N Shares. OFDI shall make Class
A, C or N shares available for purchase by Benefit Plans in accordance with the
terms of each Fund's then-current prospectus or prospectuses (including any
supplements thereto) ("Prospectus") and statement of additional information
(including any supplements thereto) ("SAI"). Alternatively, if the broker-dealer
of record so requests, or if there is no broker-dealer of record on the Benefit
Plan Account and the Service Provider specifically requests, OFDI shall make
Class A shares of the Funds available for purchase by Benefit Plans and their
Participants through the broker/dealer of record, if any, at net asset value
without sales charge (and without the payment of a sales commission) in
accordance with the terms of each Fund's Prospectus and SAI. Shares of a Fund
shall be available for purchase for so long as such shares remain generally
available for purchase by the public or for so long as this Agreement has not
been terminated pursuant to Section 19. The purchase or redemption of Class B
shares is not permitted under this Agreement. The purchase, exchange and
redemption of a Fund's Class A, Class C and Class N shares shall occur in
accordance with the procedures set forth in Appendix B attached hereto. It is
acknowledged and agreed that the availability of the shares of a Fund shall be
subject to such Fund's Prospectus and SAI, federal and state securities laws and
applicable rules and regulations of the National Association of Securities
Dealers, Inc. ("NASD").
3. Benefit Plan Accounts. Unless otherwise directed by Service Provider,
OFS shall maintain one omnibus account per Benefit Plan in each Fund registered
in the name of the Benefit Plan. OFS shall not maintain separate accounts for
Benefit Plan Participants. Accordingly, in the event a contingent deferred sales
charge ("CDSC") is assessed upon the redemption of Fund shares, the CDSC shall
be assessed at the Benefit Plan level and the responsibility for allocating that
the CDSC among the Participant level accounts shall be with the Benefit Plan
sponsor. Service Provider shall advise the Benefit Plan sponsor that CDSC is
calculated at the Benefit Plan Account level rather than at the Participant
account level and that it is the Benefit Plan sponsor's responsibility to
allocate among the Participant level accounts any CDSC assessed.
4. Services Provided. Service Provider shall maintain the account records
for each Participant, including a daily record of the number of shares of a Fund
owned by the Benefit Plan on behalf of each Participant, the value of each
Participant's account, the dividends accrued on such accounts, and a record of
all exchanges, purchases, and redemptions for each Participant account. Neither
OFDI, OFS, nor the Funds shall have any responsibility with respect to the
provision of administrative services, or recordkeeping services for Benefit
Plans, including tax reporting or tax withholding, for the individual
Participants. With respect to all services provided under this Agreement,
Service Provider shall comply with all provisions of each Fund's Prospectus and
SAI, and with all applicable state and federal securities laws and regulations.
5. Payments. In consideration of the Services provided by Service Provider
pursuant hereto and subject to Service Provider's compliance with all provisions
of this Agreement, OFS shall pay to Service Provider the amount set forth in
Appendix C attached hereto. OFS's obligation to pay Service Provider hereunder
shall be suspended if Service Provider transmits trade information for
Participant accounts to a third-party intermediary with which OFS has
established similar payment arrangements. Additionally, OFS reserves the right
to withhold all or a portion of the payment due the Service Provider if the
minimum service standards described in Appendix D are not adhered to. The
payment of the amount set forth in Appendix C is intended to compensate Service
Provider for Services only, as outlined in Section 4 above and Appendix D
attached hereto, and is not intended to constitute payment in any manner for
investment advisory or distribution services.
6. 12b-1 Service Fees. The Prospectus provides that OFDI may compensate
dealers, brokers, banks and other financial institutions quarterly for providing
personal service and maintenance of accounts of their customers that hold Fund
shares. The services to be provided include, among others, answering customer
inquiries about the Fund, assisting in establishing and maintaining accounts in
the Fund, making the Fund's investment plans available and providing other
services at the request of the Fund or OFDI. If there is a broker-dealer of
record on the Benefit Plan Account, it will be presumed that the broker-dealer
is providing those services and is eligible to receive payment of the 12b-1
service fee. If, however, Service Provider is providing those services to the
Benefit Plan Accounts and acknowledges that fact in writing to OFDI, and if the
broker-dealer of record agrees in writing to the payment of the 12b-1 service
fee to Service Provider, OFDI shall pay Service Provider the service fee. If
there is no broker-dealer of record on the Benefit Plan Account and Service
Provider certifies in writing to OFDI that it is providing the services
described above, OFDI shall pay the 12b-1 service fee to Service Provider. The
amount of the 12b-1 service fee, the calculation of the 12b-1 service fee and
the payment of the 12b-1 service fee are as set forth in each Fund's Prospectus
and SAI. The payment of the 12b-1 service fee by or on behalf of a Fund may be
revised or eliminated altogether at any time at the discretion of that Fund's
board of trustees or directors, as the case may be.
7. Maintenance of Records and Procedures.
(a) Recordkeeping and other administrative services to Participants shall
be the responsibility of Service Provider and shall not be the
responsibility of OFS, OFDI or the Funds. Neither OFS, OFDI or the
Funds shall maintain separate accounts or records for Participants.
Service Provider or Designee shall maintain and preserve all records
as required by applicable law, rules and regulations and/or this
Agreement to be maintained and preserved in connection with providing
the services described herein, and will otherwise comply with all
laws, rules and regulations applicable thereto. Service Provider
acknowledges that to the extent records are required to be maintained
and preserved by the Service Provider with respect to a Fund pursuant
to the provisions of Rule 31a-1 and Rule 31a-2 of the Investment
Company Act of 1940, as amended, the records are the property of such
Fund. Notwithstanding, upon request of OFDI, OFS or a Fund, the
Service Provider shall provide copies of the historical records dating
to transactions between the Funds and the Benefit Plans, written
communications regarding the Funds to and from the Benefit Plans and
other material, in each case (1) as are maintained by the Service
Provider in the ordinary course of business, and (2) as may reasonably
be requested to enable the Funds and its representatives, including
without limitation each of the Funds' auditors or legal counsel, to
(A) monitor and review the Services; (B) comply with any request of a
governmental body or self regulatory organization or the Benefit
Plans; (C) verify compliance by the Service Provider with the terms of
this Agreement and with all applicable laws; or (D) make required
regulatory reports, as further described in Section 8 below.
(b) The Service Provider further agrees that it shall permit OFS (or its
designated agent) and the Funds (or its designated agent) to have
reasonable access to its procedures, personnel and records during
normal business hours in order to facilitate the monitoring of: (i)
the quality of services provided under this Agreement; (ii) the
Service Provider's compliance with the terms of this Agreement and any
other agreement between the parties; (iii) the accuracy of Service
Provider's recordkeeping system; and (iv) the accuracy of the invoices
submitted to OFS and OFDI for payment. The parties agree to cooperate
in good faith in providing records to one another pursuant to this
Section 7.
(c) An annual ongoing due diligence questionnaire will be electronically
delivered to Service Provider. Service Provider is required to
complete the questionnaire and provide a copy to **** within 60 days
of receipt.
8. Reporting. If Service Provider requests OFS to maintain one or more
omnibus accounts in each Fund registered in the name of Service Provider (acting
on behalf of multiple Benefit Plans), then Service Provider shall report to OFS
the number of each Fund's shares purchased by state. At OFS' request, Service
Provider shall provide OFS with any and all information about the Benefit Plans
or Participants therein maintained by Service Provider, as may be reasonably
necessary to permit OFS or the Funds to comply with any request of the board of
directors or trustees of the Funds or of a governmental body, self-regulatory
organization or a trustee, plan administrator or sponsor of, or Participant in,
a Benefit Plan. Service Provider shall have their recordkeeping system audited
annually by an independent accounting firm qualified to conduct such audits and
shall provide OFS with a copy of the auditor's SAS70 report within 30 days of
its issuance. If a Service Provider does not currently obtain a SAS70 report of
its recordkeeping system on an annual basis, Service Provider will be required
to obtain such a SAS70 report of their recordkeeping system within one year
following execution of this Agreement.
9. Representations About OFS, OFDI and the Funds. Service Provider and/or
its Designee is authorized to make no representation concerning OFS, OFDI, the
Funds or the shares of the Funds that is not contained in the then-current
Prospectus, SAI, or in other written marketing materials prepared and
distributed by OFDI for such use. The Service Provider (and its Designee) agrees
to use no sales material that has not been pre-approved in writing by OFDI.
10. Appointment as Agent. Service Provider is hereby appointed to act as
OFDI's agent solely for the purpose of receiving orders, in accordance with the
procedures outlined herein, for the purchase, exchange and redemption by Benefit
Plans of Class A, Class C or Class N shares of the Funds. Except as provided in
the foregoing sentence, Service Provider shall not be, nor hold itself out to
the public or engage in any activity as, an agent or distributor for the Funds,
OFS, OFDI, OppenheimerFunds, Inc, or any of their affiliates. Service Provider's
maintenance of Participant level account records for Benefit Plans is done as
agent for such Benefit Plans and not as agent for the Funds, OFS, OFDI,
OppenheimerFunds, Inc., or any of their affiliates. OFDI agrees that Service
Provider may designate and authorize such intermediaries as it deems necessary,
appropriate or desirable to receive orders, in accordance with the procedures
outlined herein, for the purchase, exchange and redemption by Benefit Plans of
Class A, Class C or Class N shares of the Funds. Service Provider and each of
its Designees acknowledge that orders for the purchase, exchange and redemption
by Benefit Plans of Class A, Class C or Class N shares of the Funds must be
received by the Service Provider before the close of the New York Stock Exchange
(generally, 4:00 p.m. Eastern Time) ("Close of Trading") in order to receive
that day's price. The appointment of Service Provider as agent for OFDI shall
not apply where Service Provider acts as principal and submits purchase,
exchange and redemption orders for its own accounts. In that event, the
purchase, exchange and redemption orders submitted by Service Provider shall be
processed as the next calculation of the net asset value per share that is made
after OFDI receives the order at its offices in Colorado. Orders received from
the Service Provider or its Designee after the Close of Trading will receive the
next days' price.
11. Provision of Materials. OFDI shall provide via hard copy or Electronic
Document Delivery without charge to the Benefit Plan, as the shareholder of
record, a copy of each Fund's Prospectus, SAI, relevant sales literature,
relevant proxy material, periodic reports to shareholders and such other
reports, documents or information as Service Provider may request. Service
Provider shall forward, at its own cost, any such materials to each Benefit Plan
sponsor or Participants therein.
12. NSCC Fund/SERV.
(a) If transactions in Fund shares are to be processed through the
National Securities Clearing Corporation's ("NSCC") Mutual Fund
Settlement, Entry and Registration Verification (Fund/SERV) system,
then both Service Provider and OFDI will be bound by the terms of the
Fund/SERV Agreement filed by each with the NSCC. Without limiting the
generality of the following provisions of this Section, Service
Provider and OFDI each will perform any and all duties, functions,
procedures and responsibilities assigned to it and as otherwise
established by the NSCC applicable to Fund/SERV and the Networking
Matrix Level utilized.
(b) Any information transmitted through Networking by any party to the
other and pursuant to this Agreement will be accurate, complete, and
in the format prescribed by the NSCC. Each party will adopt, implement
and maintain procedures reasonably designed to ensure the accuracy of
all transmissions through Networking and to limit the access to, and
the inputting of data into, Networking to persons specifically
authorized by such party.
(c) For each account, Service Provider will provide OFS with all
information necessary or appropriate to establish and maintain each
account (and any subsequent changes to such information).
(d) All information that is received by Service Provider from OFS for
inclusion in tax statements relating to an account will be reported to
the Benefit Plan trustee, Benefit Plan sponsor or other entity
responsible for tax reporting, accurately, completely and in a timely
manner by Service Provider.
(e) The official Fund records of each account will be determined by OFS.
Service Provider and OFS will reconcile any differences between their
records. In the event of any discrepancy between the records of
Service Provider and OFS regarding an account, the records of OFS will
control pending resolution of the discrepancy.
13. Indemnity.
(a) OFDI shall indemnify and hold harmless Service Provider, and its
affiliates, officers, directors, and employees against any losses,
claims, damages, legal fees, expenses or liabilities that arise out of
or are based upon (i) violation by OFDI of any applicable law, rule or
regulation; (ii) any material breach of its representations or
warranties contained in this Agreement; (iii) any untrue statement of
a material fact contained in the Prospectus or sales literature of the
Funds prepared by OFDI or the failure to state therein a material fact
required to be stated therein or necessary to make the statements
therein not misleading; (iv) any action or omission to act or failure
to comply with the applicable terms of this Agreement (including the
terms of Appendix B hereto) as a result of OFDI's bad faith, gross
negligence or willful misconduct.
(b) OFS shall indemnify and hold harmless Service Provider, and its
affiliates, officers, directors, and employees against any losses,
claims, damages, legal fees, expenses or liabilities that arise out of
or are based upon (i) violation by OFS of any applicable law, rule or
regulation; (ii) any material breach of the representations or
warranties contained in this Agreement; and (iii) any action or
omission to act or failure to comply with the applicable terms of this
Agreement as a result of its bad faith, gross negligence or willful
misconduct. In the event OFS is advised of any error in the
computation of the net asset value per share of a Fund or class of
shares of a Fund ("NAV") or any dividend or capital gain distribution
(each a "pricing error"), which the Fund's investment adviser has
determined requires a correction resulting in a change in the NAV, OFS
or the Funds shall notify Service Provider as promptly as reasonably
possible after OFS is advised of the error. Such notification may be
verbal, but shall be confirmed promptly in writing or electronically.
If an adjustment is made to correct a pricing error which has caused
Benefit Plan Participant account holders to receive fewer shares
credited to their respective account than the amount to which they are
entitled, the number of shares of the Funds attributable to the
accounts of such Benefit Plan Participant account holders will be
adjusted and the per share amount of any underpayments of redemption
or exchange proceeds or dividends and distributions which the Fund has
adjusted as to all shareholder accounts shall be credited by OFS to
the Service Provider for crediting of such amounts to the applicable
Benefit Plan Participant account. Upon notification by OFS of any
overpayment due to a pricing error, Service Provider shall promptly
remit to OFS any overpayment that has not been paid to Benefit Plan
Participants. OFS shall not be responsible for indemnifying Service
Provider for its internal expenses or labor costs incurred as a result
of a pricing error.
(c) Service Provider shall indemnify and hold harmless OFDI, OFS, the
Funds, their affiliates, and their respective officers, directors,
trustees, and employees against any losses, claims, damages, legal
fees, expenses, or liabilities that arise out of or are based upon
Service Provider's or Designee's: (i) violation of any law, rule, or
regulation; (ii) any breach of the representations or warranties
contained in this Agreement; (iii) any action or omission to act, or
failure to comply with the terms of this Agreement (including the
terms of Appendices B, D and E) as a result of Service Provider's or
Designee's bad faith, gross negligence or willful misconduct; or (iv)
a cancellation or correction made subsequent to the date as of which
an order has been placed, and Service Provider shall promptly pay such
loss to OFDI or such Fund upon notification. Service Provider shall
indemnify and hold Indemnified Parties harmless from any and all
losses, claims, damages, reasonable legal fees and expenses, expenses
or liabilities, that arise out of or are the result of the actions or
omission to act of the Designees which Service Provider has
arrangements with to provide recordkeeping services for Benefit Plans,
including, without limitation, any violation of Rule 22c-1 under the
Investment Company Act of 1940, as amended.
(d) Upon receiving notice of a claim, an indemnitee under this Section 13
shall give prompt written notice to the indemnitor, provided that the
obligation of the indemnitor shall not be reduced on account of the
failure or delay in giving such notice except to the extent that the
indemnitor has been prejudiced in any material respect by such
failure. At its own expense, the indemnitor may participate in or
assume the defense against such a claim, and if it chooses to do so
the indemnitee shall not compromise or settle such claim without the
prior written consent of the indemnitor.
14. Insurance and Liability. Service Provider agrees to maintain
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 one (1) million dollars. In the event the assets
invested in the Xxxxxxxxxxx funds through Service Provider exceed $25 million
but no less than $50 million, Service Provider shall maintain errors and
omissions coverage with limits of not less than $2 million, and if the assets
invested in the Xxxxxxxxxxx funds through Service Provider exceed $50 million,
Service Provider shall maintain errors and omissions coverage with limits of not
less than $5 million. Such insurance coverage shall be issued by a qualified
insurance carrier with a Best's rating of at least "A". Service Provider shall
furnish to OFDI a certificate of insurance evidencing such coverage and naming
OFDI, OFS, and the Funds as additional insureds. Service Provider will also
carry 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". Service Provider will provide OFS with a
certificate of insurance evidencing such coverage. Service Provider shall also
notify OFS immediately, or have its insurance carrier notify OFS at least 60
days prior to termination of such comprehensive general liability coverage or
fidelity bond coverage, or if such policies are amended or modified in such a
way as to adversely affect the coverage of OFDI, OFS, or the Funds under such
policies.
15. Expenses. Except as otherwise expressly provided by this Agreement,
each party shall bear its own expenses relating to the discharge of its duties
hereunder. No party to this Agreement will be responsible for any expenses of
the other party incident to this Agreement. No party shall charge the other
parties any fee for bank wires executed pursuant to this Agreement.
16. Agreements With Other Parties. Service Provider may enter into
agreements and arrangements similar to this Agreement with organizations other
than OFDI and OFS. OFDI and OFS may enter into agreements and arrangements
similar to this one with organizations other than Service Provider, and may
enter into arrangements with Benefit Plans for services similar to those to be
provided under this Agreement.
17. Disclosure to Other Parties. OFDI or OFS may disclose to third parties
that they have entered into this arrangement with Service Provider and Service
Provider may disclose to third parties that it has entered into this arrangement
with OFDI and OFS. No party shall disclose the compensation terms included
herein to any other parties, except as required by regulations or statute,
Benefit Plan sponsors and Participants and any governmental or regulatory
authority. Service Provider and each Designee shall not, without OFDI's prior
written approval, make public references to the Funds or, if applicable, to
their availability to be purchased at net asset value.
18. Notices. Notices with respect to this Agreement shall be sent as
follows:
If to Service Provider:
[INSERT ADDRESS]
If to OFDI, to: OppenheimerFunds Distributor, Inc.
2 World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attn: President
If to OFS, to: OppenheimerFunds, Services
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attn: President
With a copy to: OppenheimerFunds Distributor, Inc.
General Counsel
OppenheimerFunds, Inc.
2 World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
19. Effectiveness; Termination.
(a) This Agreement shall become effective as of the date when it is
executed above.
(b) Any party to this Agreement may terminate this Agreement upon thirty
(30) days' written notice to the other parties, provided however, that
OFDI reserves the right, without notice, to suspend sales or to
withdraw the offering of shares of any Fund, in whole or in part, or
to make a limited offering of shares of any Fund or redeem shares or
take such other action as OFDI or the Fund's trustees or directors
determine is appropriate.
(c) The provisions of Sections 7, 8, 9, 13, 14 and 21 of this Agreement
shall survive the termination of this Agreement.
20. Additional Representations, Warranties and Covenants. By signing this
Agreement, each party represents to the others that it has full power and
authority under applicable law, and has taken all action necessary, to enter
into and perform this Agreement and that by doing so it will not breach or
otherwise impair any other agreement or understanding with any other person,
corporation or other entity. Service Provider further represents, warrants and
covenants that:
(a) The arrangement provided for in this Agreement will be disclosed to
the Benefit Plan sponsor and/or Participants in the Benefit Plans;
(b) Service Provider and its Designee shall not be a discretionary
"fiduciary" of any Benefit Plans as such term is defined in Section 3
(21) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code");
(c) The receipt of the fees described in Section 5 and, if applicable,
Section 6 hereof by Service Provider and its Designee will not
constitute a "prohibited transaction" as such term is defined in
Section 406 of ERISA and Section 4975 of the Code;
(d) Service Provider or Designee, as relevant, shall maintain a restorable
back-up copy of all Participant level records at a secure off-site
location and will update those records daily;
(e) Service Provider and its Designee are not required to be registered as
a broker-dealer under applicable law, including as a result of
entering into and performing the administrative services set forth in
this Agreement; however, must comply with applicable rules and
regulations of the NASD;
(f) Service Provider has and agrees to maintain policies and procedures
reasonably designed to identify and prevent customers from short-term
trading in connection with the purchase, exchange and sale of the
Funds' shares or in connection with engaging in arbitrage activity to
the detriment of long-term investors in the Funds;
(g) Service Provider agrees that is will not assist or facilitate
short-term trading activity on behalf of Benefit Plan Participants
that results in excessive trading contrary to the Fund's prospectus
disclosure and agrees to cooperate with OFS and OFDI to identify and
prevent Benefit Plan Participants from such short-term trading or
arbitrage activity;
(h) Service Provider agrees that the Service Provider is responsible for
knowing the provisions and policies of the Funds related to
breakpoints and for applying those provisions and policies to the sale
of shares;
(i) In connection with Service Provider's limited appointment as an agent
of OFDI's hereunder, Service Provider further represents and warrants
that:
(A) Service Provider has internal controls and procedures in place
that are reasonably designed to ensure that orders submitted by
Benefit Plans for the purchase and redemption of a Fund's shares
are being processed in accordance with the terms of the Fund(s)'
current Prospectus as well as applicable law, rules and
regulations regarding the handling of mutual fund orders on a
timely basis;
(B) Service Provider acknowledge that orders for the purchase,
exchange and redemption by Benefit Plans of Class A, Class C or
Class N shares of the Funds must be received from the Service
Provider before the Close of Trading in order to receive that
day's price.
(j) Service Provider will provide, upon reasonable request of OFDI or a
Fund and consistent with applicable law, any policies and procedures
the Service Provider has in place to prevent or detect "late-day
trading" and/or abusive short-term trading activity by Benefit Plan
Participants with respect to shares of the Fund;
(k) The record keeping services will be performed by qualified personnel
of Service Provider in accordance with the terms of this Agreement and
highest industry standards (Service Provider may delegate its
obligation to provide Recordkeeping and administrative service under
this Agreement to another entity, provided that such entity has all
appropriate and necessary licenses, registration and authorization to
perform the services delegated);
(l) "Service Provider" will reconcile on each Business Day (as defined in
Appendix B): (i) all transactions by each Benefit Plan involving
shares (including purchases, redemptions and reinvestments of
dividends and capital gains distributions) with the corresponding
Participant level transactions on its recordkeeping system, and (ii)
the aggregate position for each Benefit Plan of all Participants and
beneficiaries on its recordkeeping system with the corresponding
balance in the account as reflected on the OppenheimerFunds
recordkeeping system. Service Provider will immediately advise OFS in
writing of any discrepancies between its records and the balances as
reflected on OFS's records. It will be presumed that the account
balances reflected on OFS's records are correct; and
21. Use of Name. Except as otherwise provided for in this Agreement,
neither party shall use the name or any trademark or service xxxx of the other
party without their prior written consent. In the event this Agreement is
terminated, Service Provider shall not use Xxxxxxxxxxx'x name or any other words
that may be reasonably construed to imply a continuing relationship.
22. Assignment; Integration. Neither this Agreement nor any of the rights
and obligations hereunder may be assigned by any party without the written
consent of the others. Notwithstanding the foregoing or anything to the contrary
set forth in this Agreement, OFS or OFDI may transfer or assign its rights,
duties and obligations hereunder or interest herein to any entity owned,
directly or indirectly, by Xxxxxxxxxxx Acquisition Corp. or to a successor in
interest pursuant to a merger, reorganization, stock sale, asset sale or other
transaction, without the consent of Service Provider. This Agreement contains
the full and complete understanding between the parties with respect to the
transactions covered and contemplated hereunder, and supersedes all prior
agreements or understandings between the parties relating to the subject matter
hereof, whether oral or written, express or implied.
23. Amendment. This Agreement and any amendments thereto shall not be
amended or modified, except by written instrument executed by the party against
which enforcement is sought.
24. Governing law; Severability. This Agreement and all the rights and
obligations of the parties shall be governed by and construed under the laws of
the State of New York without giving effect to conflicts of laws principles. In
the event that any provision of this Agreement, or the application of any such
provision to any person or set of circumstances, shall be determined to be
invalid, unlawful, void or unenforceable to any extent, the remainder of this
Agreement, and the application of such provision to persons or circumstances
other than those as to which it is determined to be invalid, unlawful, void or
unenforceable, shall not be impaired or otherwise affected and shall continue to
be valid and enforceable to the fullest extent permitted by law.
26. Force Majeure. No party shall be liable, nor shall any party be
considered in breach of this Agreement, whether or not due to any failure or
delay in performance of its obligations under this Agreement, as a result of a
cause beyond its reasonable control including but not limited to any act of God
or public enemy, act of any military, civil or regulatory authority, change in
any law or regulation, fire, flood, tornado, earthquake, storm, or other like
event, disruption or outage of computers or communications, equipment failure,
power or other utility failure, labor strikes, exchange action, action or
inaction on the part of pricing services utilized by OppenheimerFunds, Inc. to
price the Funds' shares, unusual trading activity or the suspension or
disruption of trading on any exchange or another other cause, whether similar or
dissimilar to any of the foregoing, which could not have been prevented with
reasonable care.
27. Confidentiality. Each party acknowledges and understands that any and
all technical, trade secrets, or business information of the other party,
including, without limitation, financial information, business or marketing
strategies or plans, product development or customer information, which is
disclosed to it by the other party or is otherwise obtained by such party, its
affiliates, agents or representatives during the term of this Agreement
("Proprietary Information") constitutes trade secrets of the other party. Each
party agrees to use its best efforts to safeguard Proprietary Information and to
prevent the unauthorized, negligent or inadvertent use or disclosure thereof.
Neither party shall, without the prior written approval of any officer of the
other, directly or indirectly, disclose the Proprietary Information of the other
party to any person or business entity except for a limited number of employees,
attorneys, accountants and other advisors of such party on a need to know basis
or as may be required by law or regulation. Each party shall promptly notify the
other in writing of any unauthorized, negligent or inadvertent use or disclosure
of Proprietary Information by or on behalf of such party. Each party shall be
liable under this Agreement to the other for any use or disclosure in violation
of this Agreement by its employees, attorneys, accountants, or other advisors or
agents. This Section will continue in full force and effect notwithstanding the
termination of this Agreement.
28. Section Headings. The section headings in this Agreement are for
reference and convenience only and will not be construed to limit or otherwise
affect the meaning of this Agreement.
29. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
(The remainder of this page has been left intentionally blank. The signature
page follows.)
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers as of the date first written above.
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: _______________________________
Xxxx X. Xxxxx, SVP
Director of Retirement Plans
OPPENHEIMERFUNDS SERVICES
(a division of OppenheimerFunds, Inc.)
By: __________________________________
Xxxxxx Xxxx
Senior Vice President
[SERVICE PROVIDER]
By: __________________________________
Name: __________________________________
Title: __________________________________
Appendix A
OppenheimerFunds Participating in
Administrative Services Agreement
Xxxxxxxxxxx Balanced Fund
Xxxxxxxxxxx Bond Fund
Xxxxxxxxxxx Capital Appreciation Fund
Xxxxxxxxxxx Capital Income Fund
Xxxxxxxxxxx Cash Reserves
Xxxxxxxxxxx Champion Income Fund
Xxxxxxxxxxx Convertible Securities Fund
Xxxxxxxxxxx Developing Markets Fund
Xxxxxxxxxxx Disciplined Allocation Fund
Xxxxxxxxxxx Discovery Fund
Xxxxxxxxxxx Emerging Growth Fund
Xxxxxxxxxxx Emerging Technologies Fund
Xxxxxxxxxxx Enterprise Fund
Xxxxxxxxxxx Equity Fund, Inc.
Xxxxxxxxxxx Global Fund
Xxxxxxxxxxx Global Opportunities Fund
Xxxxxxxxxxx Gold & Special Minerals Fund
Xxxxxxxxxxx Growth Fund
Xxxxxxxxxxx High Yield Fund
Xxxxxxxxxxx International Bond Fund
Xxxxxxxxxxx International Growth Fund
Xxxxxxxxxxx International Small Company Fund
Xxxxxxxxxxx Limited-Term Government Fund
Xxxxxxxxxxx Main Street Fund
Xxxxxxxxxxx Main Street Opportunity Fund
Xxxxxxxxxxx Main Street Small Cap Fund
Xxxxxxxxxxx MidCap Fund
Xxxxxxxxxxx Money Market Fund, Inc.
Xxxxxxxxxxx Quest Balanced Fund
Xxxxxxxxxxx Quest Capital Value Fund, Inc.
Xxxxxxxxxxx Quest International Value Fund, Inc.
Xxxxxxxxxxx Quest Opportunity Value Fund
Xxxxxxxxxxx Quest Value Fund, Inc.
Xxxxxxxxxxx Real Asset Fund
Xxxxxxxxxxx Real Estate Fund
Xxxxxxxxxxx Select Value Fund
Xxxxxxxxxxx Small Cap Value Fund
Xxxxxxxxxxx Strategic Income Fund
Xxxxxxxxxxx Total Return Bond Fund
Xxxxxxxxxxx U.S. Government Trust
Xxxxxxxxxxx Value Fund
Appendix B
Procedures for Order and Settlement
A. OFS shall make available to Service Provider via the OppenheimerFunds
Alliance Trading website, for each Fund (1) the most current net asset value
information by 4:30 p.m. Mountain Time ("MT") on each business day that the New
York Stock Exchange is open for business (each a "Business Day") or at such
other time as that information becomes available, (2) a schedule of anticipated
dividend and distribution payment dates for each Fund, which is subject to
change without prior notice; OFS will notify Service Provider as to the number
of shares of each Fund so issued, and (3) in the case of fixed income funds, the
daily accrual or the interest rate factor.
B. Upon receipt of purchase, exchange, and redemption instructions from
Benefit Plans (or from Benefit Plan Participants) for acceptance by the Fund as
of the close of trading on the New York Stock Exchange (generally, 4:00 p.m.
Eastern Time) ("Close of Trading") on each Business Day ("Instructions"),
Service Provider shall calculate the purchase, exchange or redemption order for
each Fund. Orders for the purchase, exchange and redemption by Benefit Plans (or
from Benefit Plan Participants) of Class A, Class C or Class N shares of the
Funds derived from Instructions must be received by Service Provider prior to
the Close of Trading on any given Business Day shall be transmitted to OFS via
NSCC Fund/SERV or the OppenheimerFunds Alliance Trading website by 7:00 a.m. MT
on the Business Day next following the Business Day such orders were received.
Subject to Service Provider's compliance with the foregoing, Service Provider
will be considered OFDI's agent and the Business Day on which Instructions are
received by Service Provider in proper form prior to the Close of Trading shall
be the date as of which shares of the Funds are deemed purchased, exchanged or
redeemed pursuant to such Instructions. Instructions received in proper form by
Service Provider after the Close of Trading on any given Business Day shall be
treated as if received on the Business Day next following the Business Day such
orders were actually received. For large dollar redemption or exchange orders
(i.e., 5% or more of the value of the Fund), the Funds or OFS may require
Service Provider to give 24 hours prior notice of such redemption or exchange
and the Funds reserve the right to delay such redemption or exchange
transactions if it determines such transaction would be disadvantageous to
existing shareholders. Dividends and capital gains distributions shall be
automatically reinvested at net asset value in accordance with each Fund's
Prospectus.
C. If transactions in Fund shares are to be settled through the NSCC
Fund/SERV system, the terms of the Fund/SERV Agreements filed by each party with
the NSCC shall apply. If the transactions in Fund shares are to be settled
directly with OFS, the following provisions shall apply: Service Provider, the
Benefit Plan sponsor, or the Benefit Plan Trustee shall initiate wire payment
for purchase orders, in immediately available funds, to one or more Fund
concentration accounts designated by OFS, as soon as possible but in any event
no later than 11:00 a.m. MT on the same Business Day such purchase orders are
communicated to OFS via the OppenheimerFunds Alliance Trading website and, if
requested by OFS, notify OFS of the Federal reference numbers for such wire
transfers. If payment is not received by that time, the purchase such payment
relates to shall be rescinded and any dilution to the Fund as a result of such
rescinded trade shall be the responsibility of Service Provider. For purchases
of shares of dividend accrual funds, those shares shall not begin to accrue
dividends until the day after the payment for those shares is received.
D. OFS shall initiate wire payment for redemption orders in amounts equal
to or greater than $100, in immediately available funds, to one or more
concentration accounts designated by Service Provider, as soon as possible but
in any event no later than 4:00 p.m. MT on the Business Day such redemption
orders are communicated to OFS, except as provided in each Fund's Prospectus and
SAI. Upon request, OFS will notify Service Provider of the Federal reference
numbers for such wire transfers.
E. Service Provider shall be able to access Benefit Plan account activity
and holdings with respect to each Fund via the OppenheimerFunds Alliance Trading
website.
F. Service Provider may designate authorized signors for exception
processing outside of the automated trading platforms.
Appendix C
OFS agrees to pay Service Provider in accordance with the terms of Section
5 thereof, at the annual rate of 0.10% (ten basis points) per Xxxxxxxxxxx fund
omnibus Benefit Plan account annually. Such fee shall be calculated either
monthly or quarterly based on the average daily net assets in each such
Xxxxxxxxxxx fund omnibus Benefit Plan account for the month/quarter. Service
Provider will provide OFS an invoice via the OppenheimerFunds secured Alliance
Trading Web-site after the end of each month/quarter, identifying the
broker-dealer of record and representative of record, if applicable, and
outlining the number of sub-accounts subject to the aforementioned fees and OFS
will make such payment to the Service Provider within 30 business days of
receipt of the invoice. Invoices submitted in excess of 60 days of the time
period to which the invoice relates are subject to non-payment.
Such fee is subject to periodic review of services provided by Service
Provider and cost savings to OFS and may be revised by OFS at any time upon
notice to Service Provider.
Appendix D
Minimum Service Standards Expected from Service Provider
The following schedule describes the Service Standards which Service Provider
agrees to meet regarding services to be performed for Benefit Plans under the
terms of this Agreement.
The Service Provider will permit OFS or its representative to have reasonable
access to its personnel and records in order to facilitate the monitoring of the
adherence to said Service Standards, including honoring requests for specified
ad hoc reporting from time to time.
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Expected Minimum Service Standards
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Function Service Standard
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Automated trade submission 100% of routine daily transactions submitted via an approved
automated trading platform such as the OppenheimerFunds Alliance
Trading Site or via NSCC Defined Contribution Clearance and
Settlement system (unless otherwise agreed to in writing.)
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Contribution and Distribution Processing Trade files submitted to OFS within 24 hours of receipt of accurate
and confirmed data from
------------------------------------------------ ---------------------------------------------------------------------
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Trade Corrections/Exception Processing Communicated to OFS within 24 hours of discovery. Requests to
handle corrections or manual exceptions in excess of 2 times per
week or in excess of 10% of trade volume within a given month, will
be considered excessive and subject to possible fee reductions.
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------------------------------------------------ ---------------------------------------------------------------------
Phone Calls Returned Within 24 hours
------------------------------------------------ ---------------------------------------------------------------------
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Participant Exchange Requests Transmitted to OFS same day if received by close of market for that
(via VRU, Internet, or live agent.) day.
------------------------------------------------ ---------------------------------------------------------------------
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Response to Written Correspondence Within 48 hours of receipt
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------------------------------------------------ ---------------------------------------------------------------------
Tax Reporting Within IRS Guidelines (assuming accurate and pertinent information
is received from the plan.)
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------------------------------------------------ ---------------------------------------------------------------------
Participant Statements Mailed pursuant to federal guidelines of the period end date
(unless an overriding written agreement between the Service
Provider and a specified plan exists.)
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Transfer of Information for Terminating Plans In the event that a plan chooses to transfer their TPA services
away from Service Provider, Service Provider will deliver balanced
and complete data, in an electronic format, to the new service
provider within 30 days of asset transfer.
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