From:
AGENCY AGREEMENT
FOR OPPENHEIMERFUNDS
To: OPPENHEIMERFUNDS DISTRIBUTOR, INC.
X.X. XXX 0000
XXXXXX, XX 00000-0000
Gentlemen:
We desire to enter into an agreement with you for making available to our customers and reselling to you
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 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. Shares will be made available 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 of our customers 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.
2. We represent and warrant to you that we are a "bank" as defined in section 3(a)(6) of the Securities
Exchange Act of 1934, as amended. We agree to abide by 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 ("SEC") and the NASD,
including without limitation, the NASD Rules of Conduct, whether or not we are a broker/dealer subject to the
jurisdiction of the SEC and the NASD. We further agree to comply with all 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 make available to our customers 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 reasonable efforts in the offer of Shares and agree to be
responsible for the proper instruction and training of all brokerage personnel in this area employed by us, in
order that the Shares will be offered in accordance with the terms and conditions of this Agreement and all
applicable laws, rules and regulations. We agree to hold you 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 employees or agents 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, we shall promptly return to you on demand any
agency commissions previously paid 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.
In connection with all purchase or resale orders, we are acting as agent for our customer and each transaction is
for the account of our customer and not for our own account. 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 agency commission relative to any sales of Shares made to our
customers will only be at a rate or rates set forth in the then-current Prospectus of the 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 agency commissions for sale of 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 charge or
service fees paid for such shares.
6. Payments for purchases of Shares made 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 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. 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 that we will act as agent with respect to Shares only if they are purchased from you or
repurchased by you from our customers. If Shares are purchased from you by our customers, we warrant that such
purchases are only for investment. If Shares are purchased by us from our customers for resale to you, we agree
that such customers will be paid 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 three
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 to our customers 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 our customers of our original purchase order for such Shares, we shall promptly repay
you the full amount of the agency 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 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 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, 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
heron, 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.
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 Bank)
(Address)
By:
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(Authorized Signature of Bank)
(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 amount 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
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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
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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 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.
Legag/agmt10_01_agency
