EXHIBIT 9(b)
SERVICE CONTRACT
THIS AGREEMENT is signed this ___th day of January, 1996, between ROCHESTER
FUND MUNICIPALS (hereinafter referred to as the "Fund"), a Massachusetts
business trust, having its principal place of business at 000 Xxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxx 00000, and XXXXXXXXXXX SHAREHOLDER SERVICES, (hereinafter
referred to as "OSS"), a division of Xxxxxxxxxxx Management Corporation -- a
Colorado corporation, having its principal place of business at 0000 Xxxxx
Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000.
WITNESSETH:
WHEREAS, Xxxxxxxxxxx Management Corporation ("OMC") doing business as OSS,
a division of OMC, is a registered transfer agent under Section 17A(c)(1) of the
Securities Exchange Act of 1934 and provides registrar and transfer agent,
dividend and distribution disbursing agent, redemption agent, clearing agent and
exchange agent and service agent services to mutual funds, and
WHEREAS, the Fund desires that OSS 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 OSS
The services to be performed for the Fund by OSS are set forth in Schedule
A to this Agreement, which Schedule is incorporated as part of this Agreement.
OSS shall perform such services as registrar, transfer agent, dividend and
distribution disbursing agent, redemption agent, clearing agent and exchange
agent or as service agent for the Fund.
2. FEES AND EXPENSES
A. For performance by OSS pursuant to this Agreement, the Fund agrees on
behalf of each of the Portfolios of the Fund to pay OSS the annual basic charge
for each shareholder account and the out-of-pocket expenses incurred by OSS as
set out in Schedule B attached hereto.
B. The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within five days following the mailing of the respective
billing notice.
C. After the third year anniversary of this Agreement, OSS may increase the
fees and charges set forth on the attached fee schedule in the following
circumstances:
(i) At any time but no more than once a year, OSS may, upon at least
ninety (90) days prior written notice, increase its fees or charges to the
Fund or change the manner of payment;
(ii) Irrespective of (i) above, for new Fund features that are not
consistent with OSS's current processing requirements; and
(iii) Irrespective of (i) above, if changes in existing laws, rules or
regulations: (a) require substantial system modifications or (b) increase
cost of performance hereunder.
In the event of (i) above, if the Fund does not agree to the revised fees
and charges or manner of payment, the Fund shall notify OSS thereof in writing
(the "Refusal Notice") within thirty (30) days of receipt of OSS's notice. If
the parties are unable to agree to a rate or manner within the next thirty (30)
days after OSS's receipt of the Refusal Notice, this Agreement shall terminate
ninety (90) days from the date on which OSS received the Refusal Notice.
In the event of (ii) above, the parties shall confer, diligently and in
good faith, and agree upon a new fee to cover such new fund feature.
In the event of (iii) above, fees shall increase by the amount necessary,
but not more than such amount, to reimburse OSS for the cost of developing or
acquiring the new software to comply with regulatory changes and for the
increased cost of operating its shareholder system.
3. EFFECTIVE DATE AND TERM.
This Agreement shall become effective on the Conversion Date, shall
supersede any prior agreements among the parties hereto relating to the subject
matter hereof, and shall continue in full force and effect until terminated by
any party upon six months' prior written notice of termination addressed to all
other parties. The Conversion Date shall be March 8, 1996, or such other date as
the parties may agree to for OSS to assume the functions of transfer agent for
the Fund pursuant to the terms herein.
4. STANDARD OF CARE.
OSS will make every reasonable effort and take all reasonably available
measures to assure the adequacy of its personnel and facilities as well as the
accurate
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performance of all services to be performed by it hereunder within, at a
minimum, the time requirements of any statute, rule or regulation pertaining to
investment companies and any time requirements set forth in the then-current
prospectus of the Fund. OSS shall promptly correct any error or omission made by
it in the performance of its duties hereunder provided that it shall have
received notice in writing of such error or omission and any necessary
substantiating data or has otherwise become aware of such error or omission. In
effecting any such corrections, OSS 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 the Fund's shares and/or
the excess payment of dividends or distributions. The allocable costs of
corrections shall be charged to the Fund and the liability of OSS under this
Section shall be subject to the limitations provided in Section 9 hereof.
5. RECORDS RETENTION AND CONFIDENTIALITY.
OSS shall keep and maintain on behalf of the Fund all records which the
Fund or its transfer agent is, or may be required, to keep and maintain pursuant
to any applicable statutes, rules and regulations relating to the maintenance of
records in connection with the services to be performed hereunder. OSS 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 OSS
in its performance of services hereunder. OSS 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, OSS for the
performance of its services hereunder) are the property of the Fund; shall be
open to audit or inspection by the Fund or its agents during OSS'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 OSS's
receipt of an appropriate written request.
6. CLEARING ACCOUNTS.
The Fund shall open and/or maintain such bank account or accounts as shall
reasonably be required by OSS 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 OSS or the
Fund to carry out the provisions of this Agreement, with a bank or banks
selected by OSS with the prior approval of the Fund's Board. Such account may be
an omnibus account used for all Funds for which OSS or one of its subsidiaries
acts as transfer agent. The Fund shall authorize officers or employees of OSS to
act as authorized signatories to disburse funds held in such accounts. OSS shall
be accountable to the Fund for the management of such accounts by OSS (and the
funds at any time on deposit therein).
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7. REPORTS.
OSS will furnish to the Fund, at the Fund's cost, and to such other persons
or parties as are designated herein or shall be designated in writing by an
authorized officer of the Fund, such reports at such times as are required for
the performance of the services referred to in Schedule A.
8. INDEMNIFICATION OF OSS AND OMC.
The Fund shall indemnify OSS and OMC and hold OSS and OMC and each of their
officers, directors, employees and agents harmless from and against any and all
claims, demands, actions and suits, whether groundless or otherwise, and from
and against all judgments, liabilities, losses, damages, costs, charges, counsel
fees and other expenses arising from or relating to any action taken or omitted
to be taken by it in good faith or as a result of ordinary negligence in
reliance upon:
(a) The authenticity of any letter or any other instrument or
communication reasonably believed by it to be genuine and to have been
properly made or signed by an authorized officer or agent of the Fund
or by a shareholder or the authorized agent of a shareholder, as the
case may be and which complies with the terms of this Agreement which
pertain thereto;
(b) The accuracy of any records or information provided to it by the Fund
except to the extent the same may contain patently obvious errors or
omissions;
(c) Any certificate by an authorized officer of the Fund or any other
person authorized by the Fund's Board as conclusive proof of any fact
or matter required to be ascertained by OSS hereunder;
(d) Instructions at any time given by an authorized officer of the Fund
with respect to OSS'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 OSS
by the Fund's general counsel or any legal counsel appointed by such
counsel or by any authorized officer of the Fund;
(e) Instructions regarding redemptions, exchanges or other treatment of
the shares of the Fund, together with all dividends and capital gain
distributions thereon and any reinvestment thereof, held or shown to
the credit of any shareholder account, if such instructions satisfy
the requirements of the Fund as contained in its then current
prospectus, or the Fund's policies or as communicated in writing to
OSS, its subcontractors or agents by the Fund; or
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(f) The advice or opinion of legal counsel furnished to OSS pursuant to
Section 10 hereof.
9. LIMITATIONS OF OSS'S AND OMC'S LIABILITY.
In addition to the limitations on OSS's and OMC's liability stated in
Sections 8 and 10 hereof, neither OSS nor OMC assumes any liability hereunder
and shall not be liable hereunder for any damage, loss of data, delay or other
loss caused by circumstances or events beyond its control which it could not
reasonably have anticipated. OSS shall not have any liability beyond the
insurance coverage it has obtained for loss or damage arising from its own
errors or omissions, except to the extent such errors or omissions are
attributable to gross negligence or purposeful fault on the part of OSS, its
officers, agents and/or employees; and in no event will OSS be liable to the
Fund for punitive damages. The Fund shall indemnify and hold OSS and OMC
harmless from and against any liabilities and defense expenses arising by reason
of claims of third parties, based on errors or omissions of OSS, 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 OSS, its officers, directors, agents and/or
employees.
10. LEGAL ADVICE AND INSTRUCTIONS.
OSS at any time may request instructions from any authorized officer of the
Fund with respect to the performance of its duties and responsibilities
hereunder and may consult with counsel for the Fund or counsel of its own
choosing, who is acceptable to the Fund, relative to any such matter and shall
not be liable hereunder for any action taken or omitted by it in good faith in
accordance with such instructions or with an opinion of such counsel or of
counsel appointed by an authorized officer of the Fund to deal with inquiries or
requests for instructions by OSS. Nothing in this section shall be construed as
imposing upon OSS any obligation to seek such instructions or counseling or to
act in accordance with such instructions or counsel.
11. DOCUMENTS AND INFORMATION.
As soon as feasible prior to the effective date of the Agreement, and if
not heretofore provided, the Fund will supply to OSS a statement, certified by
the treasurer of the Fund, stating the number of shares of the Fund authorized,
issued, held in treasury, outstanding and reserved as of such date, together
with copies of specimen signatures of the Fund's officers and such other
documents and information, including without limitation the then-current
prospectus of the Fund, which OSS may determine in its reasonable discretion to
be necessary or appropriate to enable it to perform the services to be performed
hereunder, and the Fund thereafter will supply all amendments or supplemental
documents with respect thereto as soon as the same shall be effective or
available for distribution. The Fund assumes full responsibility for
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the preparation, accuracy, content and clearance of its prospectus under federal
and/or state securities laws and any rules or regulations thereunder. If the
Fund shall make any change in its prospectus affecting the services and
functions to be performed by OSS hereunder, such additional services and
functions shall be deemed to be incorporated in Schedule A.
12. ADDITIONAL FUNDS.
In the event that the Fund established one or more series of shares in
addition to the Xxxxxxxxxxx/Rochester Fund Municipals Portfolio with respect to
which it desires to have OSS render services as transfer agent under the terms
hereof, it shall so notify OSS in writing, and if OSS agrees in writing to
provide such services, such series of shares shall become a Portfolio hereunder.
13. TERMINATION.
This Agreement may be terminated by any party only upon written notice as
provided in Section 3 hereof, except that the Fund may terminate this Agreement
without prior notice to preserve the integrity of its shareholder records from
material and continuing errors and omissions on the part of OSS. In the event of
any termination, OSS will provide full cooperation, assistance and documentation
within its capabilities as shall be necessary or desirable, in the reasonable
judgment of the Fund, to ensure that any transfer of the duties and
responsibilities of OSS is accomplished with maximum efficiency and with minimum
cost and disruption to the Fund's activities. Such cooperation will include the
delivery of all files, documents and records used, kept or maintained by OSS in
the performance of its services hereunder (except records or documents destroyed
when consistent with the provisions hereof or with the approval of the Fund or
which relate solely to the documentation of the computer data processing
programs of OSS) together with, in machine-readable form, such of the Fund's
records as may be maintained by OSS in a form other than written form, as well
as such summary and/or control data relating thereto used by or available to OSS
as may be requested by the Fund. The cost of all such termination services on
the part of OSS shall be paid by the Fund without prejudice, however, to the
rights of the Fund to recover any amounts so paid in the event that OSS shall be
liable to the Fund under Section 9 hereof. In the course of its performance of
the services set forth in Schedule A hereto, as such services may from time to
time be modified or amended, OSS will enter into leases for equipment. If this
Agreement is terminated by the Fund, and if, as a result of such termination,
such equipment specifically leased by OSS to perform such services can no longer
be utilized economically by OSS in its performance of services for any other
entities with which OSS has continuing transfer agency or other service
contracts, OSS may in its discretion cancel such leases. However, the Fund shall
not have any responsibility for termination penalties, if any, which may be
payable under the terms of such equipment leases, unless otherwise agreed by the
Fund prior to the time such lease is entered into.
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14. NOTICES.
Any notice hereunder shall be sufficiently given when sent by registered or
certified mail, return receipt requested, to any party hereto at the address of
such party set forth above or at such other address as such party may from time
to time specify in writing to the other parties.
15. CONSTRUCTION; GOVERNING LAW.
The headings used in this Agreement are for convenience only and shall not
be deemed to constitute a part hereof. This Agreement, and the rights and
obligations of the parties hereunder, shall be governed by and construed and
interpreted under and in accordance with the laws of the State of New York
applicable to contracts made and to be performed in that state.
16. ASSIGNMENT; DELEGATION.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and assigns, including without limitation, any
successor to any party resulting by reason of corporate merger or consolidation;
provided, however, that this Agreement and the rights and duties hereunder shall
not be assigned by any of the parties hereto except upon the specific prior
written consent of all parties hereto.
OSS may, without further consent on the part of the Fund, subcontract for
the performance hereof with any entity which is duly registered as a transfer
agent pursuant to Section 17A(c)(1) of the Securities Exchange Act of 1934,
provided, however, that OSS shall be as fully responsible to the Fund for the
acts and omissions of any subcontractors or agent as it is for its own acts and
omissions.
17. INTERPRETIVE PROVISIONS.
OSS and the Fund may agree from time to time in writing on provisions
interpretative of, or supplemental to, the provisions of this Agreement.
18. OTHER AGREEMENTS.
This Agreement shall not preclude the Fund from entering into transfer
agency agreements or sub-transfer agency agreements with others.
19. DISCLAIMER OF LIABILITY.
OSS understands and agrees that the obligations of the Fund under this
Agreement are not binding upon any shareholder of the Fund or member of its
Board of Trustees personally, but only the Fund and the Fund's property; OSS
represents that it has notice of the provisions of the Declaration of Trust of
the Fund disclaiming liability for acts or obligations of the Fund.
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20. SEVERABILITY.
If any clause or provision of this Agreement is determined to be illegal,
invalid or unenforceable under present or future laws effective during the term
of this Agreement, then such clause or provision shall be considered severed
herefrom, and the remainder of this Agreement shall continue in full force and
effect.
21. ENTIRE AGREEMENT.
Except as otherwise provided herein, this Agreement, including Schedule A
and Schedule B annexed hereto, constitutes the entire and complete Agreement
between the parties hereto relating to the subject matter hereof; supersedes and
merges all prior contracts and discussions between the parties hereto; and may
not be modified or amended except by written document signed by all parties
hereto against whom such modification or amendment is to be enforced.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first written above.
XXXXXXXXXXX SHAREHOLDER SERVICES
(a division of Xxxxxxxxxxx Management
Corporation)
ATTEST:
______________________ By:__________________________________
Xxxxxxx Xxxxxxxx, President and Chief
Executive Officer
ROCHESTER FUNDS MUNICIPALS
ATTEST:
_______________________ By:__________________________________
Name: ____________________________
Title: ___________________________
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