Trust Company Fund/SERV Purchase Agreement
for OppenheimerFunds
From: (Name of company and address)
To: OppenheimerFunds Distributor, Inc.
X.X. Xxx 0000
Xxxxxx, XX 00000
Gentlemen:
We desire to enter into an agreement with you for purchasing as principal 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") through the Fund/SERV program of National
Securities Clearing Corporation for our own accounts registered in our name as trustee solely for investment
purposes. Upon acceptance of this Agreement by you, we understand that we may offer shares and act as authorized
agent for our customers' purchase of Shares from you, 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. We acknowledge that shares will be purchased at the current offering price in effect at the time the
order of 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 will be deemed to have been consummated at your office in Denver, Colorado.
Additionally, we acknowledge that this agreement is subject 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.
2. We agree to comply with all of the terms and conditions of the Fund/SERV system as well as all of
the terms and conditions contained in each of the Fund's prospectus and Statements of Additional Information.
3. 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 transmitted through 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. Payments for purchases of Shares made via the Fund/SERV program, and all necessary account
information required by you to establish an account or to settle a resale order, including, without limitation,
the certified tax identification number of the purchaser, shall be provided to you and received by you within one
business day 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 may be held responsible for any loss, including loss
of profit, suffered by you or any Fund resulting from our failure to make the aforesaid timely payment or
settlement. 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.
5. We acknowledge that the price for all purchases, redemptions and exchanges 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.
6. We will comply with, and conform our practices to, any and all written compliance standards and
policies and procedures that you may from time to time provide to us.
7. We acknowledge that more than one party may be authorized to request purchases, redemptions and
exchanges of shares in accounts with which we are associated and we hereby agree that if instructions to
purchase, redeem or transfer shares are submitted by multiple parties authorized to provide such instructions on
an account on the same day or for the same shares, you are authorized to act on the instructions of either
authorized party received without having to call either party to confirm or clarify the instructions.
8. The prospectus of each Fund currently provides that OFDI compensates dealers, brokers, banks
and other financial institutions quarterly for providing personal service and maintenance of accounts of their
customers that hold shares. The services to be provided include, among others, answering customer inquiries
about the Fund, assisting in establishing and maintaining accounts in the Fund, making the Fund's investment
plans available and providing other services at the request of the Fund or OFDI. We acknowledge that 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 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. Additionally, if there is a broker-dealer of
record on the Trust Company account, it will be presumed that the broker-dealer is providing those services and
is eligible to receive payment of the 12b-1 service fee. If, however, Trust Company is providing those services
to the accounts and acknowledges that fact in writing to OFDI, and if the broker-dealer of record agrees in
writing to the payment of the 12b-1 service fee to Trust Company, OFDI shall pay Trust Company the service fee.
The payment of the 12b-1 service fee may be revised or eliminated altogether at any time at the discretion of the
Fund's trustees or directors, as the case may be.
9. 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, at any time, 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, the
appointment of a trustee for all or substantially all of our business assets, or our violation of applicable
state or Federal 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
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termination, you shall promptly eliminate or terminate any such links to, or frames of, xxxxxxxxxxxxxxxx.xxx or
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any portion thereof.
10. This Agreement shall become effective as of the date when it is executed and dated by you below.
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.
11. 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.
(Name and address of Trust Company)
By:
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(Name)
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(Title)
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Accepted:
OppenheimerFunds Distributor, Inc.
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
By:
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Title:____________________________________
Date:
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