From:
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 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 18 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:
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 Denver, 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 Denver, Colorado.
2. We represent and warrant to you: (a) 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, or (b)
in the alternative, that we are a foreign dealer not eligible for membership in the NASD, and are fully licensed and
legally empowered to act as a securities broker/dealer under the laws of each jurisdiction in which we conduct such
business. In either case, 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 the rules and regulations of the Securities and Exchange Commission and the NASD which are binding upon
underwriters and dealers in the distribution of the securities of open-end investment companies, including without
limitation, the NASD Rules of Conduct. We further agree to comply with all other state and Federal laws and the rules
and regulations of authorized regulatory agencies applicable to the sale of Shares. We agree that we will not sell or
offer for sale 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 distributorship 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, verification
that such payments were used for personal services and/or the maintenance of personal accounts, related to the Shares
held by our customers. 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.
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: General Counsel, Xxx Xxxxx Xxxxx Xxxxxx Xxx Xxxx, 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 us 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,
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you shall promptly eliminate or terminate any such links to, or frames of, xxxxxxxxxxxxxxxx.xxx or any portion thereof.
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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. 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 or
principal.
17. Set forth on Appendix A hereto are the Policies and Procedures With Respect to Sales of Multi-Class Xxxxxxxxxxx Funds.
18. 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.
(Name of Dealer)
(Address of Dealer)
By:
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(Authorized Signature of Dealer)
(Name)
(Title)
Accepted:
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By:
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Date:
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APPENDIX A
POLICIES AND PROCEDURES
WITH RESPECT TO SALES
OF MULTI-CLASS
XXXXXXXXXXX FUNDS
The "Multi-Class" 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"), and/or shares subject to an asset-based sales charge and a 12-month contingent
deferred sales charge ("Class C 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" in any one day for $100,000 or more of Class B shares of
Xxxxxxxxxxx Funds described in their respective prospectuses as "Eligible Funds" but less than the amounts shown in the
next paragraph must be reviewed by [Dealer's appropriate supervisor], 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" in any one day for either $500,000 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.
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.
[Dealer's appropriate supervisor] must ensure that all employees receiving investor inquiries about the purchase
of shares of Multi-Class 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 [Dealer's appropriate supervisor] to discuss
specific purchases of the types described above with the investor.
This policy is effective immediately with respect to any order for the purchase of shares of all Multi-Class
Xxxxxxxxxxx Funds. Questions relating to this policy should be directed to [Dealer's appropriate senior management
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
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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
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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 us 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.
