DEALER AGREEMENT FOR THE
XXXXXXXXXXX FUNDS
To: OPPENHEIMERFUNDS DISTRIBUTOR, INC.
X.X. XXX 0000
XXXXXX, XX 00000-0000
Gentlemen:
We desire to enter into an agreement with you under which we will act as
principal for the sale, distribution and resale of the shares of each of the
open-end and closed-end "interval" investment companies, unit investment trusts
and municipal fund securities (which include Section 529 college savings
programs) of which you are, or may become, the Distributor or Sub-Distributor
(hereinafter collectively referred to as the "Funds" and individually as a
"Fund") and whose shares are offered to the public at an offering price which
may or may not include a sales charge (hereinafter referred to as "Shares").
With respect to the OppenheimerFunds Legacy Program, which invests in certain of
the Funds through investment pools, reference is made to Paragraph 20 below.
Additionally, with respect to the OFI Stable Value Trust, which is a collective
investment trust of retirement plan assets, reference is made to Paragraph 21
below. Upon acceptance of this Agreement by you, we understand that we may offer
and sell Shares, subject, however, to all of the following terms and conditions
and to your right, without notice, to suspend or terminate the sale of the
Shares of any one or more of the Funds, and we agree to the following:
1. Shares will be offered and sold at the current offering price in effect
at the time the order for such Shares is confirmed and accepted by you at your
office in Centennial, Colorado. All purchase orders, resale orders and
applications submitted by us are subject to acceptance or rejection in your sole
discretion and, if accepted, each purchase or resale order will be deemed to
have been consummated at your office in Centennial, Colorado.
2. We represent and warrant to you that we are a member of the National
Association of Securities Dealers, Inc. ("NASD"), that such membership has not
been suspended, and that we agree to maintain membership in the NASD. We agree
to abide by the provisions of the provisions of the Investment Company Act of
1940, as amended (the "1940 Act"), the Securities Act of 1933, as amended, and
the Securities Exchange Act of 1934, as amended, and all applicable rules and
regulations of the Securities and Exchange Commission and the NASD, including
without limitation, the NASD Rules of Conduct. We further agree to comply with
all other applicable state and Federal laws and the rules and regulations of
authorized regulatory agencies. We agree that we will not offer Shares in any
state or other jurisdiction where they have not been qualified for sale or if
you have not advised us in advance that such sale is exempt from such
qualification requirements. We are responsible under this Agreement for
inquiring of you as to the jurisdictions in which Shares have been qualified for
sale.
3. We will offer and sell Shares of any Fund only in accordance with the
terms and conditions of its then-current Prospectus and Statement of Additional
Information (collectively referred to as the "Prospectus") and we will make no
representations about such Shares not included in said Prospectus or in any
authorized supplemental material supplied or authorized by you. We will not use
any other offering materials for the Funds without your written consent. We will
use our best efforts in the development and promotion of sales of Shares and
agree to be responsible for the proper instruction and training of all sales
personnel employed by us, in order that the Shares will be offered and sold in
accordance with the terms and conditions of this Agreement and all applicable
laws, rules and regulations. We agree to hold harmless and indemnify you, the
Funds, and your and their respective officers, directors, trustees and employees
in the event that we, or any of our current or former representatives, should
violate any law, rule or regulation, or any provisions of this Agreement, which
violation may result in any loss or liability to you, your affiliates or any
Fund. If you determine to refund any amounts paid by an investor by reason of
any such violation on our part, we shall promptly return to you on demand any
commissions previously paid or discounts allowed by you to us with respect to
the transaction for which the refund is made. Furthermore, we agree to indemnify
you, your affiliates and the Funds against any and all claims, demands,
controversies, actions, losses, damages, liabilities, expenses, arbitrations,
complaints or investigations, including without limitation, reasonable
attorneys' fees and court costs that are the result of or arise directly or
indirectly, in whole or in part, from you, your affiliates or the Funds acting
upon instructions for the purchase, exchange or resale of uncertificated book
shares received through your manual or automated phone system or the Fund/SERV
program of National Securities Clearing Corporation; provided such loss,
liability or damages are not the result of the gross negligence, recklessness or
intentional misconduct of you, your affiliates or the Funds. All expenses which
we incur in connection with our activities under this Agreement shall be borne
by us. Termination or cancellation of this Agreement shall not relieve us from
the requirements of this paragraph as to transactions or occurrences arising
prior to such termination.
4. Any applicable sales charge and dealer commission relative to any sales
of Shares made by us will only be at a rate or rates set forth in the
then-current Prospectus of such Fund. In the event the Prospectus or Statement
of Additional Information provides for a minimum holding period in order for us
to receive a dealer commission, asset-based sales charge, service fee or other
payment and Shares relating to that payment are redeemed prior to the
termination of that holding period, we are obligated to repay you a pro rata
portion of such payment, based on the ratio of (i) the difference in the period
of time such shares were held and the minimum holding period to (ii) the holding
period. You may recoup some or all of such amounts from and to the extent there
are any other commissions or payments due and owing from you to us at any time,
provided, however, that you are not obligated to accept repayment only out of
such other commissions or payments and may demand payment directly from us at
any time until such amounts are repaid in full. To secure our obligation to
repay such payments, we hereby grant you, and you shall have, a security
interest in any and all commissions and other payments due us under this
Agreement or under any Distribution and Service Plan and Agreement for any of
the Funds.
5. The rate(s) of any commission for sales of such Shares are subject to
change by you from time to time, and any decreases in such commissions shall be
made upon 30 days' written notice, and any orders placed after the effective
date of such change, will be subject to the rate(s) in effect at the time of
receipt of the payment by you. Such notice requirement shall not apply to any
changes in the asset-based sales charges or service fees paid for such shares.
6. Payments for purchase of Shares made by us by telephone or wire order
(including purchase orders received through your manual or automated phone
system, or via the Fund/SERV program of National Securities Clearing
Corporation), and all necessary account information required by you to establish
an account or to settle a resale order, including, without limitation, the tax
identification number of the purchaser, certified either by the purchaser or by
us, shall be provided to you and received by you within three business days
after your acceptance of our order or such shorter time as may be required by
law. If such payment or other settlement information are not timely received by
you, we understand that you reserve the right, without notice, to cancel the
purchase or resale order, or, at your option in the case of a purchase order, to
sell the Shares ordered by us back to the Fund, and in either case we shall
promptly reimburse you for any loss to you or the Fund, including without
limitation loss of your profit, suffered by you resulting from our failure to
make the aforesaid timely payment or settlement. If sales of any Fund's Shares
are contingent upon the Fund's receipt of Federal Funds in payment therefor, we
will forward promptly to you any purchase orders and/or payments received by us
for such Shares from our customers. With respect to purchase orders of
uncertificated book shares placed via Fund/SERV, we shall retain in our files
all applications and other documents required by you to establish an account or
to settle a resale order. We will provide you with the original of such
documents at your request.
7. We agree to purchase Shares only from you or from our customers. If we
purchase Shares from you, we agree that all such purchases shall be made only to
cover orders received by us from our customers, or for our own bona fide
investment. If we purchase Shares from our customers, we agree to pay such
customers not less than the applicable redemption or repurchase price then
quoted by the Fund.
8. You may consider any order we place for Fund shares to be the total
holding of Shares by the investor, and you may assume that the investor is not
entitled to any reduction in sales price beyond that accorded to the amount of
that purchase order as determined by the schedule set forth in the then-current
Prospectus, unless we advise you otherwise when we place the order. 9. We may
place resale orders with you for Shares owned by our customers, but only in
accordance with the terms of the applicable Fund Prospectus. We understand and
agree that by placing a resale order with you by wire or telephone (including
resale orders for uncertificated book shares placed via your manual or automated
phone system or via the Fund/SERV program of National Securities Clearing
Corporation) we represent to you that a request for the redemption of the shares
covered by the resale order has been delivered to us by the registered owner(s)
of such shares, and that such request has been executed in the manner and with
the signature(s) of such registered owner(s) guaranteed as required by the
then-current Prospectus of the applicable Fund. Such resale orders shall be
subject to the following additional conditions:
(a) We shall furnish you with the exact registration,
account number and Class of Shares to be redeemed at the time
we place a resale order by wire or telephone. Other than for
resale orders of uncertificated book shares placed via
Fund/SERV, we shall tender to you, within 3 business days of
our placing such resale order: (i) a stock power or letter,
duly signed by the registered owner(s) of the Shares which are
the subject of the order, duly guaranteed, (ii) any Share
certificates required for such redemption, and (iii) any
additional documents which may be required by the applicable
Fund or its transfer agent, in accordance with the terms of
the then-current Prospectus of the applicable Fund and the
policies of the transfer agent. With respect to resale orders
of uncertificated book shares placed via Fund/SERV, we shall
retain in our files all documents required by you to effect
such transaction. We will provide you with the original of
such documents at your request.
(b) The resale price will be the next net asset value per
share of the Shares computed after your receipt, prior to the
close of the New York Stock Exchange ("NYSE"), of an order
placed by us to resell such Shares, except that orders placed
by us after the close of the NYSE on a business day will be
based on the Fund's net asset value per share determined that
day, but only if such orders were received by us from our
customer prior to the close of business of the NYSE that day
and if we placed our resale order with you prior to your
normal close of business that day.
(c) In connection with a resale order we have placed, if we
fail to make delivery of all required certificates and
documents in a timely manner as stated above (other than for
resale orders placed via Fund/SERV), or if the registered
owner of the Shares subject to the resale order redeems such
Shares prior to our settlement of the order, you have the
right to cancel our resale order. If any cancellation of a
resale order or if any error in the timing of the acceptance
of a resale order placed by us shall result in a loss to you
or the applicable Fund, we shall promptly reimburse you for
such loss.
10. If any Shares sold by us under the terms of this Agreement are redeemed
by any of the Funds (including without limitation redemptions resulting from an
exchange for Shares of another Fund) or are repurchased by you as agent for the
Fund or are tendered to a Fund for redemption within seven business days after
your confirmation to us of our original purchase order for such Shares, we shall
promptly repay you the full amount of the commission (including any supplemental
commission) allowed to us on the original sale, provided you notify us of such
repurchase or redemption. Termination, amendment or cancellation of this
Agreement shall not relieve us from the requirements of this paragraph.
11. We will comply with, and conform our selling practices to, any and all
written compliance standards and policies and procedures that you may from time
to time provide to us.
12. Your obligations to us under this Agreement are subject to the
provisions of any agreements entered into between you and the Funds and any
plans adopted by the Funds under Rule 12b-1 under the 1940 Act. If we are paid a
service fee by you or by any of the Funds, we agree to provide, at the request
of you or such Funds, verifications that such payments were used for personal
services and/or the maintenance of personal accounts, related to the Shares held
by our customers. We agree to waive payment of the 12b-1 fees until you are in
receipt of the fee from the Funds and we understand that your liability for the
fee payable to us is limited solely to the proceeds of the receivable. We
understand and agree that you are in no way responsible for the manner of our
performance of, or for any of our acts or omissions in connection with, the
services we provide under this Agreement. Nothing in this Agreement shall be
construed to constitute us or any of our agents, employees or representatives as
the agent or employee of you or any of the Funds.
With respect to shares of non-Xxxxxxxxxxx Funds purchased by our
clients through the OppenheimerFunds Recordkeeper Pro program, we understand
and agree that you will forward to us the 12b-1 service fees (or such other
fees as may be hereafter identified are denominated) paid by such
non-Xxxxxxxxxxx Funds within a reasonable time after receiving such service
fees from the non-Xxxxxxxxxxx Funds; provided, however, that you shall not
owe us or otherwise be liable for, nor shall you be obligated to pay to us,
any such fees unless and until you actually receive such fees from the
non-Xxxxxxxxxxx Funds. Additionally, we hereby direct Financial
Administrative Services Corporation or such other entity chosen by you to
provide recordkeeping and other services to our retirement plan clients under
the OppenheimerFunds Recordkeeper Pro program ("Recordkeeper") to provide on
our behalf, personal services and administrative support services to our
clients' accounts held under the OppenheimerFunds Recordkeeper Pro program
and we understand and agree that the service fee paid by the Class C shares
of the Xxxxxxxxxxx Funds purchased by our clients through the
OppenheimerFunds Recordkeeper Pro program will be paid by you to Recordkeeper
to reimburse it for providing the personal services and administrative
support services.
13. We undertake to promptly notify you if we are not now a member of the
Securities Investor Protection Corporation (or its successor)("SIPC"), or if at
any time during the term of the Dealer Agreement we cease being a member of
SIPC. Such notice shall be in writing and shall be sent via first class mail to:
OppenheimerFunds Distributor, Inc., Attn: Vice President - Dealer Operations
Support, X.X. Xxx 0000, Xxxxxx, XX 00000-0000.
14. We may terminate this Agreement by written notice to you, which
termination shall become effective ten days after the date of mailing such
notice to you. We agree that you have and reserve the right, in your sole
discretion without notice to us, to suspend sales of Shares of any of the Funds,
or to withdraw entirely the offering of Shares of any of the Funds, at any time,
or, in your sole discretion, to modify, amend or cancel this Agreement upon
written notice to us of such modification, amendment or cancellation, which
shall be effective on the date stated in such notice. Without limiting the
foregoing, you may terminate this Agreement if we violate any of the provisions
of this Agreement, said termination to become effective on the date you mail
such notice to us. Without limiting the foregoing, and any provision hereof to
the contrary notwithstanding, our expulsion from the NASD will automatically
terminate this Agreement without notice; our suspension from the NASD, the
initiation of customer protection proceedings by the Securities Investor
Protection Corporation (or its successor), the appointment of a trustee for all
or substantially all of our business assets, or our violation of applicable
state, Federal or foreign laws or rules and regulations of authorized regulatory
agencies will terminate this Agreement effective upon the date you mail notice
to us of such termination. Your failure to terminate this Agreement for a
particular cause shall not constitute a waiver of your right to terminate this
Agreement at a later date for the same or any other cause. All notices hereunder
shall be to the respective parties at the addresses listed hereon, unless such
address is changed by written notice sent to the last address of the other party
provided under this Agreement. Any consent given by you to hyperlink any web
site under your control to xxxxxxxxxxxxxxxx.xxx is immediately withdrawn upon
termination of this Agreement. In the event of any such termination, we shall
promptly eliminate or terminate any such links to, or frames of,
xxxxxxxxxxxxxxxx.xxx or any portion thereof.
15. This Agreement shall become effective as of the date when it is
executed and dated by you below and shall be in substitution of any prior
agreement between you and us covering any of the Funds. This Agreement and all
the rights and obligations of the parties hereunder shall be governed by and
construed under the laws of the State of New York applicable to agreements to be
performed in New York, without giving effect to choice of law rules. This
Agreement is not assignable or transferable, except that you may without notice
or consent from us, assign or transfer this Agreement to any successor firm or
corporation which becomes the Distributor or Sub-Distributor of the Funds or
assign any of your duties under this Agreement to any entity under common
control with you.
16.Each party represents and acknowledges that it maintains policies
relating to the privacy of consumer financial information in accordance with
Regulation S-P. We agree to promptly notify the Distributor upon discovery of
the loss, unauthorized disclosure or unauthorized disclosure of non-public
personal information of our customers.
17. We represent that we have established and will maintain an anti-money
laundering ("AML") program reasonably designed to comply with all applicable AML
laws and regulations, including applicable provisions of the Bank Secrecy Act
and the USA PATRIOT Act of 2001, as well as with all regulations administered by
the U.S. Department of the Treasury's Office of Foreign Asset Control.
18. By signing this Agreement, we represent and warrant to you that this
Agreement has been duly authorized by us by all necessary action, corporate or
otherwise, and is signed on our behalf by our duly authorized officer and
registered principal.
19. Set forth on Appendix A hereto are the Policies and Procedures With
Respect to Sales of Multiclass Xxxxxxxxxxx Funds.
20. We acknowledge and agree that Appendix B hereto titled "Policies and
Procedures With Respect to the OppenheimerFunds Legacy Program" shall govern our
participation in the OppenheimerFunds Legacy Program. In the event of any
inconsistency between the provisions of Appendix B and the provisions in this
main Agreement, the provisions of Appendix B shall govern.
(continued)
21. We acknowledge and agree that Appendix C hereto titled "Terms and
Conditions Relating to OFI Stable Value Trust Effective January 3, 2006" shall
govern our facilitation in the offering of units of the OFI Stable Value Trust.
[LEGAL NAME OF DEALER FIRM]
By: _____________________________________
(Authorized Signature of Dealer)
Name: __________________________________
Title:
___________________________________
Date: ____________________
NASD CRD Number: _______________________
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: _____________________________________
Name: __________________________________
Title:
___________________________________
Date: ____________________
APPENDIX A
POLICIES AND PROCEDURES WITH
RESPECT TO SALES OF MULTICLASS
XXXXXXXXXXX FUNDS
The "Multiclass" Xxxxxxxxxxx Funds offer one or more of the following
classes of shares--shares subject to a front-end sales charge ("Class A
Shares"), shares subject to an asset-based sales charge and a declining
contingent deferred sales charge ("Class B Shares"), shares subject to an
asset-based sales charge and a 12-month contingent deferred sales charge ("Class
C Shares"), shares offered to certain retirement plans ("Class N share") and
shares offered to certain institutional investors ("Class Y shares"). It is
therefore important for investors not only to choose a fund appropriate for
their investment objectives, but also to choose the appropriate distribution
arrangement, based on a variety of factors including the amount invested and the
expected duration of the investment. To assist investors in these decisions, we
are instituting the following policy:
1. Purchase order(s) by a "single purchaser" of Class B shares of
Xxxxxxxxxxx Funds described in their respective prospectuses as "Eligible Funds"
should be reviewed by your Dealer's appropriate personnel, who must approve the
purchase order ticket in light of the relevant facts and circumstances,
including:
(a) The specific purchase order dollar amount;
(b) The length of the time the investor expects the investment will be
held; and
(c) Any other relevant circumstances, such as the availability of a reduced
sales charge for purchasing Class A Shares under
rights of accumulation or a letter of intent, and
anticipated changes in the fund's per share net asset
value.
2. Purchase order(s) by a "single purchaser" for either $100,000 or more of
Class B shares or $1,000,000 or more of Class C shares of one or more
Xxxxxxxxxxx funds described in their respective prospectuses as "Eligible Funds"
will not be permitted.
For purposes of these policies and procedures, "single purchaser" is
defined as the purchaser or the purchaser's eligible family members, as set
forth in the relevant Xxxxxxxxxxx fund's Statement of Additional Information.
The instances in which one distribution arrangement may be more appropriate
than the other include the following:
Investors who would qualify for a reduced front-end sales charge on Class A
Shares may determine that payment of such a reduced front-end sales charge is
preferable to payment of a higher ongoing asset-based sales charge in another
Class. On the other hand, investors whose orders would not qualify for a Class A
reduced sales charge may wish to defer the sales charge and have their entire
investment applied to purchase Class B or Class C Shares. However, if such an
investor anticipates redeeming Class B Shares within a short period of time,
such as within one year, that investor may, depending on the amount purchased,
bear higher distribution expenses than if Class A Shares had been purchased
instead. In addition, investors who intend to hold their shares for a
significantly long time may not wish to bear the higher ongoing asset-based
sales charges of Class B or Class C Shares irrespective of the fact that the
contingent deferred sales charge that would apply to a redemption of Class B
shares is reduced over time and is ultimately eliminated, or that the contingent
deferred sales charge that would apply to a redemption of Class C shares is
relatively small in duration and amount. A redemption fee may be charged on
shares of certain funds held for a very short period of time. Investors should
be advised that the funds are intended as a long-term investment, and in
appropriate circumstances, should be advised of the redemption fee.
Your appropriate personnel must ensure that all employees receiving
investor inquiries about the purchase of shares of Multiclass Xxxxxxxxxxx funds
advise the investor of the alternative distribution methods offered, and the
impact of choosing one method over another. It may be appropriate for your
appropriate personnel to discuss specific purchases of the types described above
with the investor.
This policy has been updated through July 15, 2004. It is effective
with respect to any order for the purchase of shares of all Multiclass
Xxxxxxxxxxx Funds placed on or after that date. Questions relating to this
policy should be directed to your appropriate personnel, who may obtain
further information from OppenheimerFunds Distributor, Inc.'s Dealer Services
Department at 0.000.000.0000.
APPENDIX B
POLICIES AND PROCEDURES WITH
RESPECT TO OPPENHEIMERFUNDS LEGACY
PROGRAM
As determined by OppenheimerFunds, Inc. (or an affiliate) and as approved
by the Board of Directors of the Program (as hereinafter defined), certain of
the Funds and the Shares (each as defined in the Agreement to which this
Appendix B is an addendum) will be available for purchase by the
OppenheimerFunds Legacy Program (the "Program"), a tax-exempt charitable
organization under Section 501(c)(3) of the Internal Revenue Code of 1986.
Donations ("Donations") received by the Program will be irrevocable and
thereafter invested by and on behalf of the Program in the Shares, as approved
and directed by the Board of Directors of the Program based on recommendations
received from Program donors (the "Participants"), pending disbursement as
grants to qualifying charitable organizations. Donations will qualify as current
charitable gift deductions for Participants. We are a registered broker-dealer
or authorized financial institution that intends to make customers aware of the
Program. The Program is described in the current Legacy Program Guidebook (the
"Guidebook"), Legacy Program Consumer Brochure (the "Brochure") and Financial
Advisor Fact Sheet, copies of which have been provided to us. Each applicable
Fund's prospectus as in effect from time to time (the "Prospectus") will be made
available.
In connection with the participation in the Program by our customers, which
may result in distribution of Shares by the Fund to the Program, we are
authorized to provide and have agreed to provide Program participation
assistance and administrative services in support of Participant accounts, as
described below, upon the following terms and conditions:
1. Applications for Program participation and the handling thereof will be
subject to instructions provided by OppenheimerFunds Distributor, Inc. ("OFDI")
from time to time. All applications are subject to acceptance by the Program at
its offices. The Program reserves the right in its sole discretion to reject any
application. The minimum Donation is set forth in the current Guidebook.
We agree that we will not assist in the completion of any Program
application or forward it to the Program unless we previously have delivered or
caused to be delivered to such proposed Participant a copy of the Guidebook and
the Brochure.
With respect to any and all Participants in the Program, subject to the
terms of this Appendix B, it is understood and agreed in each case that unless
agreed to by OFDI in writing: (a) we will be acting solely as agent for the
Participant and not as agent for OFDI or the Program; (b) the decision to
participate will be made solely by the Participant; (c) instructions which we
may provide to OFDI on behalf of a Participant will be solely as agent for the
Participant; and (d) we will refer to the Program all Participant questions
relating to the operation of the Program, including, but not limited to, the
Program's investment in Shares.
We alone are responsible for determining whether participation in the
Program is suitable for our customer and which investment allocation is
appropriate.
We shall not effect any transactions in the Program or induce any action by
a Participant by means of any manipulation, deceptive or other fraudulent device
or contrivance and shall otherwise deal equitably and fairly with our customers
with respect to participation in the Program.
2. For our services hereunder, we may be eligible to receive the following
compensation from OFDI:
(a) Program Participation Assistance. We may receive compensation for our
efforts in assisting those who wish to participate in the Program
to do so ("Participation Assistance Fees"). In consideration of
receipt of Participation Assistance Fees, we will make customers
aware of the Program; we will arrange and hold meetings with
customers concerning the Program; we will assist customers in
completing documentation required to participate in the Program;
we will obtain and transmit information regarding prospective
Participants to the Program; we will refer to the Program
questions relating to the operation of the Program; and otherwise
act as liaison between prospective Participants and the Program.
(b) Service Fee. We may also be paid an account service fee (the "Account
Service Fee") with respect to each Participant account maintained
by the Program, subject to our compliance with the Agreement and
this Appendix B and to our providing the services to and acting
as liaison with Participants including but not limited to (1)
maintaining regular contact with Participants and assisting in
referring to the Program inquiries concerning the Program,
including the performance of the Participant Account investments;
(2) assisting OFDI and the Program in effecting and maintaining
accurate Participant accounts and records; (3) assisting
Participants in effecting administrative changes such as account
addresses; and (4) providing any other information or services as
the Participants or OFDI may request. Any such Account Service
Fee shall be subject to and in accordance with applicable laws,
rules and regulations and applicable guidelines and rules of the
National Association of Securities Dealers, Inc. ("NASD Rules").
We acknowledge and agree that the Participation Assistance Fee
and the Account Service Fee are the only forms of compensation
for which we may be eligible for participating in the Program.
We further acknowledge and agree that the Participation
Assistance Fee and the Account Service Fee are payable by OFDI,
not by the Program, from 12b-1 payments otherwise payable by the
Funds to dealers, brokers, banks and other financial institutions
in respect of sales of Class C Shares of the Funds. OFDI
reserves the right, without notice, to increase, decrease or
terminate any Program Participation Assistance or Account Service
Fee.
3. We shall be an independent contractor and neither we nor any of your
directors, partners, officers or employees as such, is or shall be an employee
of OFDI, of the Program or of the Fund. We are responsible for our own conduct
and the employment, control and conduct of our agents and employees and for
injury to such agents or employees or to others through our agents or employees.
4. We will be responsible for insuring our compliance with all laws and
regulations including those of the NASD, the Securities and Exchange Commission
and any state regulatory body having jurisdiction over us or our customers.
5. No person is authorized to make any representations concerning (1) the
Program, except those contained in the Guidebook, the Brochure and in such
printed information as may be issued by the Program for use as information
supplemental to the Guidebook; or (2) the Shares, except those contained in the
Prospectus and Statement of Additional Information relating thereto (the "SAI")
and in such printed information as may be issued by OFDI for use as information
supplemental to the Prospectus. In communications regarding the Program to
Participants, we shall rely solely on the representations contained in the
aforementioned materials. Any applicable registrations with respect to state
charitable solicitation laws and any qualification of Shares in the various
states, including the filing of any state or further state notices, and any
printed information which we furnish other than the Prospectus and SAI and
periodic reports are our sole responsibility to the extent required and not the
responsibility of the Program, and we agree that the Program shall have no
liability or responsibility to us in these respects.
6. As to broker/dealers, we represent that we are a member in good standing
of the NASD and agree that termination or suspension of such membership at any
time shall terminate this Appendix B, notwithstanding anything set forth herein
to the contrary, and that if we are a foreign dealer (a) we are registered under
the Securities Exchange Act of 1934 and (b) we will conform to the NASD Rules.
We agree that we will immediately advise you of any termination or suspension of
such membership or registration.
7. We and agree that all disputes between us of whatever subject matter,
whether existing on the date hereof or arising hereafter, shall be submitted to
arbitration in accordance with the Code of Arbitration Procedure of the NASD, or
similar rules or code, in effect at the time of the submission of any such
dispute.
8.The Program, without notice, may be suspended or terminated entirely at
any time without notice. OFDI reserves the right to amend this Appendix B at any
time and we agree that the submission of a Donor Contribution Agreement after
notice of any such amendment has been sent to us shall demonstrate conclusively
our agreement to any such amendment.
9. Additional copies of the Guidebook and Brochure, any other Program
information and the Prospectus, SAI and any printed information issued
supplementing the Prospectus will be supplied by you in reasonable quantities
upon request.
10. We will indemnify and hold harmless OFDI and each of its directors and
officers and each person, if any, who controls OFDI within the meaning of
Section 15 of the Securities Act of 1933 (the "Act"), against any loss,
liability, damages, claim or expense (including the reasonable cost of
investigating or defending any alleged loss, liability, damages, claim or
expense and reasonable counsel fees incurred in connection therewith), arising
by reason of any Participant's participation in the Program, which may be based
upon the Act or any other statute or common law, on account of any wrongful act
by us or any of our employees (including any failure to conform with any
requirement of any state or federal law or NASD Rules relating to the offering
of the Program), unless any such act was made in reliance upon information
furnished to us by or on behalf of OFDI, provided, however, that in no case (i)
is the indemnity by us in favor of any person indemnified to be deemed to
protect OFDI or any such person against any liability to which OFDI or any such
person would otherwise be subject by reason of willful misfeasance, bad faith or
gross negligence in the performance of its or his duties or by reason of its or
his reckless disregard of its or his obligations and duties under this
Agreement, or (ii) are we to be liable under our indemnity agreement contained
in this paragraph with respect to any claim made against OFDI or any person
indemnified unless OFDI or such person, as the case may be, shall have notified
us in writing within a reasonable time after the summons or other first legal
process giving information of the nature of the claim shall have been served
upon OFDI or upon such person (or after OFDI or such person shall have received
notice of such service on any designated agent), but failure to notify us of any
such claim shall not relieve us from any liability that we may have to OFDI or
any person against whom such action is brought otherwise than on account of our
indemnity agreement contained in this paragraph. We shall be entitled to
participate, at our own expense, in the defense, or, if we so elect, to assume
the defense of any suit brought to enforce any such liability, but, if we elect
to assume the defense such defense shall be conducted by counsel chosen by us
and satisfactory to OFDI, or to its officers or directors, or to any controlling
person or persons, defendant or defendants in the suit. In the event that we
assume the defense of any such suit and retain such counsel, OFDI or such
officers or directors or controlling person or persons, defendant or defendants
in the suit, shall bear the fees and expenses of any additional counsel
retained, by them, but, in case we do not elect to assume the defense of any
such suit, we shall reimburse OFDI and such officers, directors or controlling
person or persons, defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by them. We agree promptly to notify OFDI
of the commencement of any litigation or proceedings against it in connection
with the offer, issue and sale of any Shares.
OFDI will indemnify and hold harmless you and each of your directors and
officers and each person, if any, who controls you within the meaning of Section
15 of the Act against any loss, liability, damages, claim or expense (including
the reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith), arising by reason of any Participant's participation in the Program,
which may be based upon the Act or any other statute or common law, on account
of any wrongful act by OFDI or any of its employees (including any failure to
conform with any requirement of any state or federal law or NASD Rules), unless
any such act was made in reliance upon information furnished to OFDI by or on
behalf of you, provided, however, that in no case (i) is the indemnity by OFDI
in favor of any person indemnified to be deemed to protect us or any such person
against any liability to which we or any such person would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence in the
performance of our or his duties or by reason of our or his reckless disregard
of its obligations and duties under this Appendix B, or (ii) is OFDI to be
liable under its indemnity agreement contained in this paragraph with respect to
any claim made against us or any person indemnified unless we or such person, as
the case may be, shall have notified OFDI in writing within a reasonable time
after the summons or other first legal process giving information of the nature
of the claim shall have been served upon us or upon such person (or after we or
such person shall have received notice of such service on any designated agent),
but failure to notify OFDI of any such claim shall not relieve OFDI from any
liability which OFDI may have to us or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph. OFDI shall be entitled to participate, at its own expense, in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such liability, but, if it elects to assume the defense, such
defense shall be conducted by counsel chosen by OFDI and satisfactory to us, or
to our officers or directors, or to any controlling person or persons, defendant
or defendants in the suit. In the event that OFDI assumes the defense of any
such suit and retains such counsel, we or such officers or directors or
controlling person of persons, defendant or defendants in the suit, shall bear
the fees and expenses of any additional counsel retained by it, but in case OFDI
does not elect to assume the defense or any such suit, OFDI shall reimburse us
and such officers, directors or controlling person or persons, defendant or
defendants in such suit, for the reasonable fees and expenses of any counsel
retained by us or him. OFDI agrees promptly to notify us of the commencement of
any litigation or proceedings against it in connection with the offer, issue and
sale of any Shares.
11. This Appendix B shall become effective as of the date it is mailed by
you and supersedes any prior agreement between us with respect to the sale of
Shares of any of the Funds for the Program.
APPENDIX C
TERMS AND CONDITIONS RELATING TO OFI
STABLE VALUE TRUST EFFECTIVE JANUARY 3,
2006
OPPENHEIMERFUNDS, INC. gives your firm ("Firm") the opportunity to
facilitate the offer of the OFI Stable Value Trust, a collective investment
trust (the "Fund") maintained by OFI Trust Company, a limited purpose, New York
State chartered trust company (the "Trustee"), to retirement plans that are
clients of the Firm and seek to invest in the Fund.
The Fund has been established for the collective investment of retirement
plan assets. Units of the Fund are exempt securities pursuant to Section
3(a)(2)(C) of the Securities Act of 1933, as amended (the "Securities Act"). The
Fund is a collective trust excepted from regulation as an investment company
pursuant to Section 3(c)(11) of the Investment Company Act of 1940.
Upon executing the attached agreement with OppenheimerFunds Distributor,
Inc. ("OFDI") the Firm has the ability to offer and sell (or to act as agent or
in a similar capacity) the Xxxxxxxxxxx family of funds (the "Agreement"). If the
Firm elects to facilitate the offer or sale of the Fund to the Firm's retirement
plan clients, this appendix to the Agreement (the "Appendix") sets forth the
terms and conditions applicable to such offer or sale of the Fund and shall be
retained with the Agreement. Specifically, this Appendix shall supplement the
Agreement by (i) defining the responsibilities of the parties with respect to
the offer or sale of units of the Fund, and (ii) providing for compensation of
the Firm for facilitating the offer or sale of the Fund to retirement plans (as
defined below) and providing ongoing services to such plans with respect to
units of the Fund.
Supplemental Terms and Conditions
The following supplemental terms and conditions of the Agreement apply with
respect to the Fund:
1. The Firm understands and agrees that units of the Fund will be sold only
to employee benefit plans (each, a "Plan") that are tax exempt pursuant to
Section 501(a) of the Internal Revenue Code of 1986, as amended ("IRC"), as part
of a defined contribution plan that qualifies under Section 401 thereof, or a
deferred compensation plan that is maintained by or on behalf of a government
employer pursuant to Section 457 thereof, and either (a) that do not cover any
self-employed individual, or (b) as to which the requirements of Rule 180 under
the Securities Act (relating to investment of retirement plan assets held for
self-employed individuals) have been satisfied.
0.Xx connection with offering units of the Fund to Plans, the Firm (i)
shall comply with the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), including the prohibited transaction
restrictions of section 406 of ERISA, as well as the applicable prohibited
transaction restrictions of section 4975 of the IRC; and (ii) it has
established, or will establish, written procedures to ensure compliance with the
requirements of ERISA and section 4975 of the IRC.
3. The Firm shall not acquire units of the Fund as principal for resale.
Rather, units shall be offered by the Fund to the Plans directly through an
agreement ("Participation Agreement") between the Trustee, on behalf of the
Fund, and the Plan. For each investing Plan, the Firm shall obtain a completed
copy of the Participation Agreement, signed by an appropriate Plan
representative who is independent of the Firm. The Firm understands that units
of the Fund are not offered by prospectus and agrees that it shall not use any
materials to describe the Fund other than those provided to the Firm by OFDI.
4. Distributor represents that its affiliate, Trustee, as trustee of the
Fund, will collect fees from the Fund for services provided to the Fund. From
the fees it collects from the Fund, the Trustee has agreed to the payment of a
fee to the Firm for its role in offering and servicing the classes of units
acquired by a Plan. Provided that an appropriate Plan representative for each
investing Plan approves such payment by completing the Participation Agreement,
OFDI, as agent for the Trustee, may pay the Firm a fee at an annual rate based
on a percentage of the net asset value of units of the Fund held by such Plan,
and subject to the terms of the Participation Agreement and the type of Fund
units held. Such fee shall be calculated and paid as mutually agreed by
Distributor and the Firm, and unless otherwise agreed, such fee shall be
calculated and paid in a substantially similar manner as any fees currently
payable under the Agreement. The Firm understands that it shall have no right of
recourse against the assets of the Fund with respect to such fee, and that
Trustee and OFDI reserve the right, without notice, to increase, decrease or
terminate any such fee at any time.
5. The indemnification by the Firm contained in Section 3 of the Agreement
hereby extends to the Fund, the Trustee, OFDI and their respective officers,
directors and employees, and to the offering of units of the Fund described in
this Appendix, in connection with the subject matter hereof.
6. This Appendix C shall become effective as of the date it is mailed by
the Firm and supersedes any prior agreement between OFDI with respect to the
offering of units of the Fund described in this Appendix. Furthermore, the
facilitation of the offer, sale or re-sale of units of the Fund by the Firm
constitutes its understanding of and consent to all of the terms and conditions
of this Appendix.
