SERVICE CONTRACT
THIS AGREEMENT is made effective the __th day of _______,
1996, between CONNECTICUT MUTUAL FINANCIAL SERVICES SERIES FUND I,
INC. (hereinafter referred to as the "Company"), a Maryland
corporation, having its principal place of business at 0000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 on behalf of each series of
the Company designated by the Company to OFS on Exhibit 1 to this
Agreement (each series is hereinafter referred to as a "Fund") as
such Exhibit may be amended from time to time to add additional
series of the Company, and OPPENHEIMERFUNDS SERVICES, a division
of OPPENHEIMERFUNDS, INC., a Colorado corporation ("hereinafter
referred to as "OFS") having its principal place of business at
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, the Company desires that OFS perform certain
registrar and transfer agency services for the Fund, as more
specifically set forth in Schedule A to this Agreement.
THEREFORE, the parties hereto agree as follows:
1. SERVICES TO BE PERFORMED BY OFS.
The services to be performed for the Funds by OFS are
set forth in Schedule A to this Agreement, which Schedule is
incorporated as part of this Agreement. OFS shall perform such
services as registrar, transfer agent, dividend and distribution
disbursing agent, redemption agent, clearing agent and exchange
agent or as service agent for the Funds. OFS hereby represents to
the Company that it is, and during the term of this Agreement and
any renewals hereof will continue to be, an owner or authorized
licensee for the computer data processing systems used by OFS in
the rendition of services hereunder.
2. ADDITIONAL SERVICES.
OFS also agrees to perform such additional services
within its data processing and shareholder services capacities as
may be requested from time to time by a Fund, provided that such
services are the subject of an amendment to Schedule A hereof
executed by the parties hereto in the manner provided herein for
amendments to this Agreement.
3. FEES.
A. METHOD OF CALCULATING FEES PAID BY THE FUND. OFS
will render the services it agrees hereunder to provide to each
Fund on a cost basis to be determined as hereinafter provided.
Each Fund will pay OFS an amount (the "Fund's Share") of OFS's
"Reimbursable Expenses" as defined in subparagraph B of this
section, as frequently as requested by OFS, such amounts to be
paid by the Fund when billed by OFS for expenses incurred, or to
be prepaid based on estimates by OFS if such prepayment
arrangement is approved by the Board of Directors of the Company.
Any such estimates upon which prepayments are made shall be
verified and adjusted monthly thereafter in accordance with OFS's
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allocated costs, as described in subparagraph E below. All
servicing and transaction fees or charges, required by a Fund's
then-current prospectus to be paid by an investor in the Fund's
shares, will be collected by OFS and credited against the Fund's
Share of Reimbursable Expenses. Any credit for fees payable for
an investor's purchase of, or exchange for, the shares of any
other investment company for which OFS, or any subsidiary or
affiliate of OFS acts as a general distributor, will be shared
equally between applicable Fund and such other investment company.
B. DESCRIPTION OF "REIMBURSABLE EXPENSES." For the
purposes of this Agreement, the "Reimbursable Expenses" of OFS
shall include, in addition to the expenses described in
subparagraphs (1) and (2) of this subparagraph B, any operating
and overhead expenses as may be paid or incurred by OFS to provide
such personnel, equipment, telephone lines, consulting services,
account collection services, supplies, space and facilities,
including without limitation compute tape transmission facilities
and services and computer time, as shall in the good faith
judgment of OFS be necessary or desirable for the effective
performance of shareholder account servicing, redemption, receipt
and processing of the purchase of a Fund's shares, dividend or
distribution disbursing and transfer agency services for (a) all
investment companies (including each Fund) with which OFS or a
subsidiary has entered into a Service Contract and for which OFS,
or a subsidiary or affiliate of OFS, acts in the capacity of
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investment adviser, (b) the related unit investment trusts, if
any, of the foregoing investment companies, other than unit
investment trusts which operate as a separate account of an
insurance company, and (c) the principal underwriters of any such
investment companies or unit investment trust (hereinafter the
entities described in (a), (b), and (c) are jointly and severally
referred to as "Participants") as well as for the performance of
such data processing and administrative functions or services as
may be required by OFS or any subsidiary to perform the services
required hereunder. Reimbursable Expenses of OFS shall also
include without limitation:
(1) The cost, including without limitation the
personnel costs, of any computer modifications, amendments,
testing or monitoring of the computer data processing system used
by OFS for the performance of services for the Participants which
may be deemed by OFS to be necessary or desirable for the
maintenance or improvement of such data processing system; and
(2) Such general executive, internal audit and
administrative expenses of OFS as are properly apportioned, on a
basis capable of reasonable substantiation, to the functions set
forth above in this subparagraph B to be performed by OFS. Such
costs are costs of OFS which are allocated in accordance with
subparagraph C below.
C. DETERMINATION OF FUND'S SHARE OF REIMBURSABLE
EXPENSES. Each Fund's Share of the Reimbursable Expenses of OFS
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for all participants will be determined by the use of allocation
formulae set forth in subparagraph D below, which allocation
formulae shall be:
(1) No more or less advantageous to a Fund than to
any of the other of such Participants;
(2) Consistent with and governed by the provisions
of the Distributor's Agreement in effect, from time to time,
between a Fund and its general distributor relating to the
allocation of costs between that Fund and its general distributor;
(3) With the full cooperation of OFS, reviewed at
least annually by the auditors of the Company to determine the
appropriateness of the Reimbursable Expenses of OFS and the
allocation formulae used to determine each Fund's Share of such
Reimbursable Expenses; and
(4) In no event shall a Fund's Share include any
expense for services in connection with the distribution of that
Fund's shares which are or may hereafter be provided by broker-
dealers or financial institutions with respect to accounts for
their customers owning shares of any investment company.
D. COST ALLOCATION. Subject to the foregoing, each
Fund's Share of the Reimbursable Expenses of OFS shall be computed
in accordance with the allocation formulae and procedures set
forth in OFS's "Cost Accounting Manual and Job Procedures,"
compiled and maintained by OFS, as such document may be amended
from time to time by OFS, provided that OFS shall notify that Fund
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of any material changes which shall change the method of
allocation of the Fund's Share of Reimbursable Expenses, and such
changes shall be approved by the Board of the Company. Such
Manual shall be reviewed periodically by the Company's auditors in
connection with the annual review described in subparagraph
3(C)(3) above.
E. EXPENSE REPORTS. OFS shall submit to each Fund a
monthly report setting forth in reasonable detail the Reimbursable
Expenses that OFS has paid or incurred during such month (and on a
year-to-date basis) together with a statement of the Fund's Share
of such Reimbursable Expenses.
4. REIMBURSEMENT OF OTHER EXPENSES.
In addition to paying its Share of Reimbursable
Expenses, each Fund also will promptly reimburse OFS or prepay OFS
based on estimates by OFS if such prepayment arrangement is
approved by the Company's Board (such estimates to be verified and
adjusted monthly thereafter in accordance with actual allocated
costs), for the following:
(a) Out-of-pocket expenses, including without
limitation expenses for postage, the procurement and/or printing
of share certificates; shareholder statements; envelopes; labels;
dividend, distribution or redemption checks; notices; reports; tax
forms; letters; and all other forms or printed material which may
be required for the performance by OFS of the functions and
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services for each Fund pursuant to the provisions of this
Agreement.
(b) All direct telephone, telegraph, telecopier or
other communications expenses necessarily incurred by OFS in
connection with OFS's communications with each Fund's custodian,
investment adviser, shareholders or others which may be required
for the performance by OFS of the functions and services for that
Fund pursuant to the provisions of this Agreement;
(c) Delivery and bonding charges incurred by OFS in the
transmission of materials to and from a Fund and in delivering
certificates to shareholders;
(d) Premiums for insurance coverage as may be required
by Section 11 of this Agreement and for other coverage as may be
required to be maintained by OFS or OppenheimerFunds, Inc. for the
benefit of itself and each Fund with respect to services
performed, or the equipment or facilities utilized by OFS in
fulfilling its obligations under this Agreement; and
(e) The fees and costs of retaining auditors and legal
counsel for OFS in connection with its performance of transfer
agency functions.
5. EFFECTIVE DATE AND TERM.
This Agreement shall become effective on the date set
forth in the heading paragraph of this Agreement, shall supersede
any prior agreements among the parties hereto relating to the
subject matter hereof, and shall continue in full force and effect
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until terminated by any party upon six months' prior written
notice of termination addressed to all other parties.
6. STANDARD OF CARE.
OFS will make every reasonable effort and take all
reasonable available measures to assure the adequacy of its
personnel and facilities as well as the accurate performance of
all services to be performed by it hereunder within, at a minimum,
the time requirements of any statute, rule or regulation
pertaining to investment companies and any time requirements set
forth in the then-current prospectus of each Fund. OFS shall
promptly correct any error or omission made by it in the
performance of its duties hereunder provided that it shall have
received notice in writing of such error or omission and any
necessary substantiating data. In effecting any such corrections,
OFS shall take all reasonable steps necessary to trace and to
correct any related errors or omissions, including, without
limitation, those which might cause an over-issue of a Fund's
shares and/or the excess payment of dividends or distributions.
The allocable costs of corrections shall be charged to the
applicable Fund and the liability of OFS under this Section shall
be subject to the limitations provided in Section 12 hereof.
7. RECORDS RETENTION AND CONFIDENTIALITY.
OFS shall keep and maintain on behalf of each Fund all
records which that Fund or its transfer agent is, or may be
required, to keep and maintain pursuant to any applicable
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statutes, rules and regulations relating to the maintenance of
records in connection with the services to be performed hereunder.
OFS also shall maintain, for a period of at least 6 years, all
records and documents which may be needed or required to support
or document the actions taken by OFS in its performance of
services hereunder. OFS recognizes and agrees that all such
records and documents (but not the computer data processing
programs and any related documentation used or prepared by, or on
behalf of, OFS for the performance of its services hereunder) are
the property of the applicable Fund, shall be open to audit or
inspection by the Fund or its agents during OFS's normal business
hours, shall be maintained in such fashion as to preserve the
confidentiality thereof and to comply with applicable federal and/
or state laws and regulations, and shall, in whole or any
specified part, be surrendered and turned over to the Fund or its
duly authorized agents at any time upon OFS's receipt of an
appropriate written request.
8. CLEARING ACCOUNTS.
Each Fund shall open and/or maintain such bank account
or accounts as shall reasonably be required by OFS for controlling
payments, the disbursement of dividends, capital gains
distributions and share redemption payments pursuant to the
provisions hereof, and any other accounts deemed necessary by OFS
or a Fund to carry out the provisions of this Agreement, with a
bank or banks selected by OFS with the prior approval of the
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Company's Board. Such account may be an omnibus account used for
all funds for which OFS or one of its subsidiaries acts as
transfer agent. The Company shall authorize offices or employees
of the Company to act as authorized signatories to disburse funds
held in such accounts. OFS shall be accountable to the Company
and the applicable Fund for the management of such accounts by OFS
(and the funds at any time on deposit therein).
9. REPORTS.
OFS will furnish to each Fund, at the Fund's cost, and
to such other person or parties as are designated herein or shall
be designated in writing by an authorized officer of the Fund,
such reports at such times as are required for the performance of
the services referred to in Schedule A.
10. INDEMNIFICATION.
The Company shall indemnify OFS and OppenheimerFunds,
Inc. and hold OFS and OppenheimerFunds, their officers, directors,
employees and agents harmless from and against any and all claims,
demands, actions and suits, whether groundless or otherwise, and
from and against all judgments, liabilities, losses, damages,
costs, charges, counsel fees and other expenses arising from or
relating to any action taken or omitted to be taken by OFS 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
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officer or agent of a Fund or the Company or by a shareholder or
the authorized agent of a shareholder, as the case may be and
which complies with the terms of this Agreement which pertain
thereto;
(B) The accuracy of any records or information provided
to it by a Fund or the Company except to the extent the same may
contain patently obvious errors or omissions;
(C) Any certificate by an authorized officer of a Fund
or the Company or any other person authorized by the Company's
Board as conclusive proof of any fact or matter required to be
ascertained by OFS hereunder;
(D) Instructions at any time given by an authorized
officer of a Fund or the Company with respect to OFS's duties and
responsibilities hereunder, including, as to legal matters
pertaining to the performance of its duties hereunder, such advice
or instructions as may be given to OFS by a Fund's or the
Company's general counsel or any legal counsel appointed by such
counsel or by any authorized officer of the Fund or the Company;
(E) Instructions regarding redemptions, exchanges or
other treatment of the shares of a Fund, together with all
dividends and capital gain distributions thereon and any
reinvestment thereof, held or shown to the credit of any
shareholder account, if such instructions satisfy the requirements
of the Fund as contained in its then current prospectus, or the
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Fund's policies or as communicated in writing to OFS by the Fund;
or
(F) The advice or opinion of legal counsel furnished to
OFS pursuant to Section 13 hereof.
11. INSURANCE.
Unless otherwise obtained by the Fund, OFS or
OppenheimerFunds, Inc. shall use its best efforts to obtain and
keep in effect pursuant to binders with underwriters authorized to
do business in the State of Colorado or New York, or approved by
the Company's Board, certificates or policies naming itself and
the Company and each Fund as assureds and providing for
cancellation or termination only upon 30 days' prior written
notice to the Company and each Fund, as follows:
(i) A broad form of fidelity bond coverage in the
minimum amount of $1,000,000 covering theft, embezzlement, forgery
and other specified acts of malfeasance and misfeasance by OFS,
its agents and employees, with aggregate coverage for counterfeit
or stolen securities and forged signatures in the minimum amount
of $1 million and at least $300,000 for each loss;
(ii) A lost instrument bond permitting the replacement
of a share certificate which has been lost, stolen or destroyed
for a stated percentage of the then-current net asset value
thereof to be paid by the shareholder or party seeking replacement
thereof;
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(iii) Coverage of up to $5 million against loss of
securities transmitted by first class, certified or registered
mail and express or air express throughout the United States and
of up to $1 million against loss of securities transmitted by
registered mail or registered air mail, and express or air express
mail anywhere in the world; and
(iv) Data Processors' Professional Liability Insurance
against errors and omissions having aggregate coverage of at least
$1 million and a limitation of liability for each claim of not
less than $500,000.
The Board of the Company, from time to time may change
the amounts of any of the foregoing coverage or prescribe
additional coverage. In the event that OFS shall be unable to
obtain or keep in effect any of the insurance coverage herein
referred to, it shall promptly notify the Company in writing of
such inability and shall use its best efforts to obtain and keep
in effect such other insurance coverage as the Company shall
reasonably require in lieu of the coverage described above.
12 LIMITATIONS OF LIABILITY.
In addition to the limitations on OFS's and
OppenheimerFunds, Inc.'s liability stated in Sections 10 and 13
hereof, OFS and OppenheimerFunds, Inc. assume no liability
hereunder and shall not be liable hereunder for any damage, loss
of data, delay or other loss caused by circumstances or events
beyond its control which it could not reasonably have anticipated.
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OFS and OppenheimerFunds, Inc. shall not have any liability beyond
the insurance coverage referred to in Section 11 hereof for loss
or damage arising from its own errors or omissions 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, and in no event will OFS and
OppenheimerFunds, Inc. be liable to the Company or a Fund for
punitive damages. The Company and each Fund shall indemnify and
hold OFS and OppenheimerFunds, Inc. harmless from and against any
liabilities and defense expenses arising by reason of claims of
third parties, based on errors or omissions of OFS, which are
greater in amount than the limitations of liability described
above, except to the extent such errors or omissions are
attributable to gross negligence or purposeful fault on the part
of OFS, its officers, directors, agents and/or employees.
13. LEGAL ADVICE AND INSTRUCTIONS.
OFS at any time may request instructions from any
authorized officer of the Company or a Fund with respect to the
performance of its duties and responsibilities hereunder and may
consult with counsel for the Company or a Fund relative to any
such matter and shall not be liable hereunder for any action taken
or omitted by it in good faith in accordance with such
instructions or with an opinion of such counsel or of counsel
appointed by an authorized officer of the Company or a Fund to
deal with inquiries or requests for instructions by OFS.
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14. DOCUMENTS AND INFORMATION.
As soon as feasible prior to the effective date of the
Agreement, and if not heretofore provided, the Company will supply
to OFS a statement, certified by the treasurer of the Company,
stating the number of shares of each Fund authorized, issued, held
in treasury, outstanding and reserved as of such date, together
with copies of specimen signatures of the Company's or the Fund'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 Company or the Fund thereafter will supply all
amendments or supplemental documents with respect thereto as soon
as the same shall be effective or available for distribution. The
Company and each Fund assumes full responsibility for the
preparation, accuracy, content and clearance of its prospectus
under federal and/or state securities laws and any rules or
regulations thereunder. If a Fund shall make any change in its
prospectus affecting the services and functions to be performed by
OFS hereunder, such additional services and functions shall be
deemed to be incorporated in Schedule A.
15. TERMINATION.
This Agreement may be terminated by any party only upon
written notice as provided in Section 5 hereof, except that the
Company may terminate this Agreement without prior notice to
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preserve the integrity of its shareholder records from material
and continuing errors and omissions on the part of OFS. In the
event of any termination, OFS will provide full cooperation,
assistance and documentation within its capabilities as shall be
necessary or desirable, in the reasonable judgment of the Company,
to ensure that any transfer of the duties and responsibilities of
OFS is accomplished with maximum efficiency and with minimum cost
and disruption to the Company's activities. Such cooperation will
include the delivery of all files, documents and records used,
kept or maintained by OFS in the performance of its services
hereunder (except records or documents destroyed when consistent
with the provisions hereof or with the approval of a Fund or the
Company or which relate solely to the documentation of the
computer data processing programs of OFS) together with, in
machine-readable form, such of a Fund's records as may be
maintained by OFS in a form other than written form, as well as
such summary and/or control data relating thereto used by or
available to OFS as may be requested by the Fund. The cost of all
such termination services on the part of OFS shall be paid by the
applicable Fund without prejudice, however, to the rights of the
Fund to recover any amounts so paid in the event that OFS shall be
liable to the Fund under Section 12 hereof. In the course of its
performance of the services set forth in Schedule A hereto, as
such services may from time to time be modified or amended, OFS
will enter into leases for equipment. If this Agreement is
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terminated by the Company, and if, as a result of such
termination, such equipment specifically leased by OFS to perform
such services can no longer be utilized economically by OFS in its
performance of services for any other entities with which OFS has
continuing transfer agency or other service contracts, OFS may in
its discretion cancel such leases. However, the Company shall not
have any responsibility for termination penalties, if any, which
may be payable under the terms of such equipment leases, unless
otherwise agreed by the Company prior to the time such lease is
entered into.
16. AVAILABILITY OF CONTINUED USE OF DATA PROCESSING SYSTEM.
In the event that the Company ceases to employ OFS
hereunder or after termination of this Agreement, the Company
shall have the right to use the computer data processing systems,
operating systems, computer programs, software and supporting
documentation then used by OFS for providing the services to the
Company contemplated hereby.
17. NOTICES.
Any notice hereunder shall be sufficiently given when
sent by registered or certified mail, return receipt requested to
any party hereto at the address of such party set forth above or
at such other address as such party may from time to time specify
in writing to the other parties.
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18. CONSTRUCTION GOVERNING LAW.
The headings used in this Agreement are for convenience
only and shall not be deemed to constitute a part hereof. This
Agreement, and the rights and obligations of the parties
hereunder, shall be governed by and construed and interpreted
under and in accordance with the laws of the State of Colorado
applicable to contracts made and to be performed in that state.
19. ASSIGNMENT; DELEGATION.
This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their successors and assigns,
including without limitation, any successor to any party resulting
by reason of corporate merger or consolidation; provided, however,
that this Agreement and the rights and duties hereunder shall not
be assigned by any of the parties hereto except upon the specific
prior written consent of all parties hereto.
With the prior written consent of the Company, OFS may
delegate to others all or any portion of the services to be
rendered under this Agreement.
20. INTERPRETIVE PROVISIONS.
OFS and a Fund or the Company may agree from time to
time in writing on provisions interpretative of, or supplemental
to, the provisions of this Agreement.
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21. OTHER AGREEMENTS.
This Agreement shall not preclude the Fund from entering
into transfer agency agreements or sub-transfer agency agreements
with others.
22. SEVERABILITY.
If any clause or provision of this Agreement is
determined to be illegal, invalid or unenforceable under present
or future laws effective during the term of this Agreement, then
such clause or provision shall be considered severed herefrom, and
the remainder of this Agreement shall continue in full force and
effect.
23. ENTIRE AGREEMENT.
Except as otherwise provided herein, this Agreement,
including Schedule A annexed hereto, constitutes the entire and
complete Agreement between the parties hereto relating to the
subject matter hereof, supersedes and merges all prior contracts
and discussions between the parties hereto, and may not be
modified or amended except by written document signed by all
parties hereto against whom such modification or amendment is to
be enforced.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first written
above.
OPPENHEIMERFUNDS SERVICES, a
division of OppenheimerFunds, Inc.
ATTEST:
___________________________ By:___________________________
Xxxxxxx Xxxxxxxx, President
CONNECTICUT MUTUAL FINANCIAL
SERVICES SERIES FUND I, INC. on
behalf of its designated Series
ATTEST:
By:___________________________
Name:_________________________
___________________________
Title:________________________
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Exhibit 1
LIST OF CONNECTICUT MUTUAL FINANCIAL SERVICES
SERIES FUND I, INC. PORTFOLIOS FOR WHICH OFS
IS DESIGNATED TO ACT AS TRANSFER AGENT
Money Market Portfolio
Government Securities Portfolio
Income Portfolio
Total Return Portfolio
Growth Portfolio
International Equity Portfolio
Life Span Capital Appreciation Portfolio
Life Span Balanced Portfolio
Life Span Diversified Income Portfolio
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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; but shall have no
obligation, when recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any laws relating
to the issuance or sale of such shares, which factors shall be the
sole responsibility 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.
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II. SHAREHOLDER ACCOUNTS
1. Open new accounts and maintain current records for all new
and existing categories of shareholder accounts described in the
then-current Prospectus of the Fund, showing as to each registered
owner (to the extent such information is available or obtainable):
a. Name(s) and address(es) with zip code;
b. Category of account and taxpayer identification
number;
c. Dealer and/or any representative affiliated with
the account;
d. Number and shares and fractional 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
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described in the then-current Prospectus of the Fund or
information supplied by 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, transfer to and from the account and redemptions of all
kinds.
7. Maintain records of special account instructions such as wire
redemption authorizations.
8. Retain records and amounts of payment items (including
dividends, distributions and redemption proceeds) that are
returned undelivered and undeliverable from investors' addresses
and maintain such records in accordance with applicable
regulations; and invest such amounts, in accordance with the terms
of the Fund's then-current Prospectus, for the benefit of the
shareholder(s) of record.
9. Reconcile account data for account information transmitted by
magnetic tape by broker-dealers or other financial institutions
maintaining shareholder accounts in nominee name and perform other
services enumerated hereunder to the extent required for such
accounts.
10. Process new and additional payments made by shareholders for
investment at their current offering price.
11. Maintain records required under Rule 17Ad-10(e) under the
Securities Exchange Act of 1934.
III. REDEMPTIONS
1. Adjust a shareholder's account to reflect the number of
shares redeemed.
2. Requisition from the Fund's custodian and remit the
properly-computed amount of the proceeds of each redemption to, or
as directed by, shareholders pursuant to appropriately-executed
written instructions or appropriately-submitted redemption request
by wire.
IV. PAYMENT OF 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 with the proper number of
whole and fractional shares, computed as of the reinvestment date
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and price specified by the relevant resolution of the Fund's
directors for such dividend or distribution.
2. 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.
3. 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,
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will issue share certificates in the new form in exchange for, or
upon transfer of, outstanding share certificates in the old form,
in either case upon receiving:
a. A Certificate authorizing the issuance of share
certificates in the new form;
b. A certified copy of any amendment to the Company's
Articles of Incorporation with respect to the change;
c. Specimen share certificates for each class of shares in
the new form approved by the Board of the Company, with
a Certificate signed by the Secretary of the Company as
to such approval; and
d. An opinion of counsel for the Company or the Fund with
respect to such shares.
2. The Fund 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 Fund
authorized by law or the By-Laws to sign share certificates and,
if required, shall bear the Company's seal or facsimile thereof.
VI. 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.
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X. SHAREHOLDER COMMUNICATIONS
1. Maintain appropriate logs and other controls of all
shareholder communications reflecting the promptness with which
they are handled and the number of unresolved questions, inquiries
and complaints outstanding at any time.
2. Receive and answer promptly all correspondence, telephone
calls, or other inquiries from or on behalf of shareholders
concerning the administration of their accounts. In the case of
individual inquiries with respect to shares held in broker
"street-name" accounts for the broker's customer, refer such
inquiry to the appropriate broker for response, providing such
information to such broker as OFS may reasonably ascertain from
its records with respect thereto.
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 Fund'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 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 Fund,
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.
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XII. ANNUAL AND OTHER REPORTS
1. Process the mailing of such prospectuses and annual, semi-
annual, or quarterly reports as shall be received from the Fund
for that purpose and coordinate such mailings to appropriate
categories of shareholders.
2. Prepare and mail to shareholders appropriate periodic
statements of their accounts as contemplated by this Agreement.
3. Insert such other material with regular shareholder mailings
as may be requested and furnished by the Fund.
4. Prepare and forward to the Fund such daily periodic or
special reports concerning shareholder records and any other
functions performed pursuant to this schedule of services as may
be requested by an officer of the Company.
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, dealers and other
financial institutions to determine accruals as to transmission
accounts to enable brokers, dealers and other financial
institutions to prepare appropriate information returns.
4. Pay Federal income taxes withheld from dividends,
distributions and redemptions made to shareholders; process and
retain records of withholding exemption certificates filed by
shareholders.
5. Comply with backup withholding and taxpayer identification
requirements issued by the I.R.S. which are applicable to transfer
agents.
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