SCHEDULE 7 TO FINANCIAL WARRANTY AGREEMENT
NAMES AND ADDRESSES OF CERTAIN PERSONS TO RECEIVE THE DAILY REPORT
Each Person listed on this Schedule 7 shall receive a copy of the Daily
----------
Report via e-mail with confirmed delivery status notification sent to the
following addresses, or to such other address and/or addresses or other
contact information as shall be specified in writing by the Warranty Provider
to the Adviser or the Fund:
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ INTERNATIONAL
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Managing Director Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email:
Email: ▇_▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇.▇▇.▇▇.▇▇▇ Email: ▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇.▇▇▇
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇ Email:
▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇ Email:
▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇ Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇ ▇▇▇▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇_▇▇▇▇▇▇▇▇@▇▇.▇▇▇ Email:
▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
---------------------------------------------------------------------------------
A copy of the Daily Report shall be deemed to have been delivered in
accordance with Section 3.4 when sent to each of the following four Persons
-----------
via confirmed facsimile transmission to the addresses below, or to such other
address and/or addresses or other contact information as shall be specified
in writing by the Warranty Provider to the Adviser or the Fund:
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Managing Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Director Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Email:
Email: ▇_▇▇▇▇▇@▇▇.▇▇▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇ International ▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center 4 World Financial Center
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇ Email:
▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
--------------------------------------------------------------------------------
Annex A-1
Form of Opinions to be provided by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice
President and Deputy General Counsel of the Adviser
Regarding OppenheimerFunds, Inc.:
1. The Adviser (i) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado, (ii) has
the power and authority, and the legal right, to own its assets and
to transact the business in which it is engaged, (iii) is duly
qualified to do business and is in good standing under the laws of
each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except where
the failure to so qualify could not reasonably be expected to have
an Adverse Effect and (iv) is in compliance with all Requirements of
Law, except where non-compliance could not reasonably be expected to
have an Adverse Effect.
2. The Adviser has the power and authority, and the legal right, to
execute, deliver and perform its obligations under the Transaction
Documents to which it is a party and has taken all necessary action
required by applicable Requirements of Law to authorize the
execution, delivery and performance of the Transaction Documents to
which it is a party. Except as has been obtained, no consent or
authorization of, filing with, or other act by or in respect of, any
Government Authority or any other Person is required in connection
with the execution, delivery, performance, validity or
enforceability by or against the Adviser of the Transaction
Documents to which it is a party, other than such consents,
authorizations, filings or acts the absence of which could not
reasonably be expected to have an Adverse Effect. This Agreement
has been, and each other Transaction Document to which the Adviser
is a party will be, duly executed and delivered on behalf of the
Adviser. This Agreement constitutes, and each other Transaction
Document to which the Adviser is a party, when executed and
delivered, will constitute, a legal, valid and binding obligation of
the Adviser enforceable against it in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity
or at law).
3. The execution, delivery and performance by the Adviser of the
Transaction Documents to which it is a party do not and will not
violate any Requirement of Law or Contractual Obligation of the
Adviser and will not result in, or require, the creation or
imposition of any Lien on any of its property, assets or revenues,
except where such violation or Lien could not reasonably be expected
to have an Adverse Effect. The Adviser is not in violation of any
Contractual Obligation, except where such violation could not
reasonably be expected to have an Adverse Effect.
4. To my knowledge, other than the proceedings disclosed to the Warranty
Provider in the Letter Agreement, no litigation, proceeding or
investigation of or before any arbitrator or Government Authority is
pending or, to the Adviser's knowledge, threatened by or against the
Adviser or against any of its properties or revenues (i) asserting
the invalidity or unenforceability of any of the Transaction
Documents, (ii) seeking to prevent the consummation of any of the
transactions contemplated by the Transaction Documents, (iii)
seeking any determination or ruling that could reasonably be
expected to have an Adverse Effect or (iv) asserting any violation
by the Adviser or the Fund of the Investment Advisers Act or the
Investment Company Act or the respective rules and regulations
promulgated thereunder or alleging that the Adviser or the Fund
committed or engaged in or attempted to commit or engage in any act,
practice or course of business which is fraudulent, deceptive, or
manipulative.
5. The Adviser is duly registered with the Commission as an investment
adviser under the Investment Advisers Act; and to the best of the
Adviser's knowledge there does not exist any proceeding or any facts
or circumstances the existence of which could adversely affect the
registration of the Adviser with the Commission; the Adviser is not
prohibited by any provision of the Investment Advisers Act or the
Investment Company Act, or the respective rules and regulations
thereunder, from acting as an investment adviser of the Fund as
contemplated hereunder.
6. The Underlying Fund is duly registered with the Commission as an
open-end management investment company under the Investment Company
Act and has been operated in compliance in all material respects
with the Investment Company Act and the rules and regulations
thereunder and the Commission has not issued any order preventing or
suspending the use of any prospectus relating to any class of shares
of the Underlying Fund and the Underlying Fund has not received any
notice from the Commission pursuant to Section 8(e) of the
Investment Company Act with respect to the registration statement on
Form N-1A currently in effect for the Underlying Fund. The shares
of each class of the Underlying Fund are duly authorized and validly
issued and are outstanding, fully paid and nonassessable and conform
in all respects to the description thereof contained in the
registration statement with respect to such shares.
Regarding ▇▇▇▇▇▇▇▇▇▇▇ Principal Protected Main Street Fund III of ▇▇▇▇▇▇▇▇▇▇▇
Principal Protected Trust III:
1. The Trust (i) is a business trust duly formed, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts;
(ii) has the power and authority, and the legal right, to own its
assets and to transact the business in which it is engaged; (iii) is
duly qualified to do business and is in good standing under the laws
of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except where
the failure to so qualify could not reasonably be expected to have
an Adverse Effect; and (iv) is in compliance with all Requirements
of Law, except where non-compliance could not reasonably be expected
to have an Adverse Effect.
2. The Trust has the power and authority, and the legal right, on behalf
of the Fund, to execute, deliver and perform its obligations under
the Transaction Documents to which the Fund is a party and has taken
all necessary action required by applicable Requirements of Law to
authorize the execution, delivery and performance of the Transaction
Documents to which the Fund is a party. No consent or authorization
of, filing with, or other act by or in respect of, any Government
Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability by or
against the Fund of the Transaction Documents to which it is a
party, other than the filing under the Acts of the Registration
Statement and the Prospectus, filings in accordance with Blue Sky
laws and the requisite approval of the Trust's Board of Trustees,
other than such consents, authorizations, filings or acts, the
absence of which could not reasonably be expected to have an Adverse
Effect. This Agreement has been, and each other Transaction
Document to which the Trust, on behalf of the Fund, is a party will
be, duly executed and delivered on behalf of the Fund. This
Agreement constitutes, and each other Transaction Document to which
the Trust, on behalf of the Fund, is a party, when executed and
delivered, will constitute, a legal, valid and binding obligation of
the Fund enforceable against the Fund in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity
or at law).
3. The execution, delivery and performance by the Trust, on behalf of the
Fund, of the Transaction Documents to which the Fund is a party
(including the Declaration of Trust) do not and will not violate any
Requirement of Law or Contractual Obligation of the Fund and will
not result in, or require, the creation or imposition of any Lien on
any of its property, assets or revenues, except where such violation
or Lien could not reasonably be expected to have an Adverse Effect.
The Fund is not in violation of any Contractual Obligation, except
where such violation could not reasonably be expected to have an
Adverse Effect.
4. Other than the proceedings disclosed to the Warranty Provider in the
Letter Agreement, no litigation, proceeding or investigation of, or
before any arbitrator or Governmental Authority is pending or, to
the Fund's knowledge, threatened by or against the Fund or against
any of its properties or revenues (i) asserting the invalidity or
unenforceability of any of the Transaction Documents, (ii) seeking
to prevent the consummation of any of the transactions contemplated
by the Transaction Documents, (iii) seeking any determination or
ruling that could reasonably be expected to have an Adverse Effect
or (iv) asserting any violation by the Fund of the Investment
Company Act or the rules and regulations promulgated thereunder or
alleging that the Fund committed or engaged in or attempted to
commit or engage in any act, practice or course of business which is
fraudulent, deceptive, or manipulative.
5. The Trust is duly registered with the Commission as an open-end
management investment company under the Investment Company Act and
has been operated in compliance in all material respects with the
Investment Company Act and the rules and regulations thereunder and
the Commission has not issued any order preventing or suspending the
use of any prospectus relating to any Class of Shares and the Fund
has not received any notice from the Commission pursuant to Section
8(e) of the Investment Company Act with respect to the Registration
Statement.
6. The Fund has received from the Commission such exemptive, no-action or
other relief from the Investment Company Act (and the rules
promulgated thereunder) such that it may operate in a "fund of
funds" structure whereby the Fund is able to purchase and hold the
securities contemplated by this Agreement, including without
limitation shares of the Underlying Fund and S&P Futures.
Annex A-2
Form of Opinions to be provided by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Senior Vice
President and Deputy General Counsel of the Adviser
Regarding OppenheimerFunds, Inc.:
1. The Adviser (i) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Colorado, (ii) has
the power and authority, and the legal right, to own its assets and
to transact the business in which it is engaged, (iii) is duly
qualified to do business and is in good standing under the laws of
each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except where
the failure to so qualify could not reasonably be expected to have
an Adverse Effect and (iv) is in compliance with all Requirements of
Law, except where non-compliance could not reasonably be expected to
have an Adverse Effect.
2. The Adviser has the power and authority, and the legal right, to
execute, deliver and perform its obligations under the Transaction
Documents to which it is a party and has taken all necessary action
required by applicable Requirements of Law to authorize the
execution, delivery and performance of the Transaction Documents to
which it is a party. Except as has been obtained, no consent or
authorization of, filing with, or other act by or in respect of, any
Government Authority or any other Person is required in connection
with the execution, delivery, performance, validity or
enforceability by or against the Adviser of the Transaction
Documents to which it is a party, other than such consents,
authorizations, filings or acts the absence of which could not
reasonably be expected to have an Adverse Effect. This Agreement
has been, and each other Transaction Document to which the Adviser
is a party will be, duly executed and delivered on behalf of the
Adviser. This Agreement constitutes, and each other Transaction
Document to which the Adviser is a party, when executed and
delivered, will constitute, a legal, valid and binding obligation of
the Adviser enforceable against it in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity
or at law).
3. The execution, delivery and performance by the Adviser of the
Transaction Documents to which it is a party do not and will not
violate any Requirement of Law or Contractual Obligation of the
Adviser and will not result in, or require, the creation or
imposition of any Lien on any of its property, assets or revenues,
except where such violation or Lien could not reasonably be expected
to have an Adverse Effect. The Adviser is not in violation of any
Contractual Obligation, except where such violation could not
reasonably be expected to have an Adverse Effect.
4. To my knowledge, other than the proceedings disclosed to the Warranty
Provider in the Letter Agreement, no litigation, proceeding or
investigation of or before any arbitrator or Government Authority is
pending or, to the Adviser's knowledge, threatened by or against the
Adviser or against any of its properties or revenues (i) asserting
the invalidity or unenforceability of any of the Transaction
Documents, (ii) seeking to prevent the consummation of any of the
transactions contemplated by the Transaction Documents, (iii)
seeking any determination or ruling that could reasonably be
expected to have an Adverse Effect or (iv) asserting any violation
by the Adviser or the Fund of the Investment Advisers Act or the
Investment Company Act or the respective rules and regulations
promulgated thereunder or alleging that the Adviser or the Fund
committed or engaged in or attempted to commit or engage in any act,
practice or course of business which is fraudulent, deceptive, or
manipulative.
5. The Adviser is duly registered with the Commission as an investment
adviser under the Investment Advisers Act; and to the best of the
Adviser's knowledge there does not exist any proceeding or any facts
or circumstances the existence of which could adversely affect the
registration of the Adviser with the Commission; the Adviser is not
prohibited by any provision of the Investment Advisers Act or the
Investment Company Act, or the respective rules and regulations
promulgated thereunder, from acting as an investment adviser of the
Fund as contemplated hereunder.
6. The Underlying Fund is duly registered with the Commission as an
open-end management investment company under the Investment Company
Act and has been operated in compliance in all material respects
with the Investment Company Act and the rules and regulations
thereunder and the Commission has not issued any order preventing or
suspending the use of any prospectus relating to any class of shares
of the Underlying Fund and the Underlying Fund has not received any
notice from the Commission pursuant to Section 8(e) of the
Investment Company Act with respect to the registration statement on
Form N-1A currently in effect for the Underlying Fund. The shares
of each class of the Underlying Fund are duly authorized and validly
issued and are outstanding, fully paid and nonassessable and conform
in all respects to the description thereof contained in the
registration statement with respect to such shares.
Regarding ▇▇▇▇▇▇▇▇▇▇▇ Principal Protected Main Street Fund III of ▇▇▇▇▇▇▇▇▇▇▇
Principal Protected Trust III:
1. The Trust (i) is a business trust duly formed, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts;
(ii) has the power and authority, and the legal right, to own its
assets and to transact the business in which it is engaged; (iii) is
duly qualified to do business and is in good standing under the laws
of each jurisdiction where its ownership or lease of property or the
conduct of its business requires such qualification, except where
the failure to so qualify could not reasonably be expected to have
an Adverse Effect; and (iv) is in compliance with all Requirements
of Law, except where non-compliance could not reasonably be expected
to have an Adverse Effect.
2. The Trust has the power and authority, and the legal right, on behalf
of the Fund, to execute, deliver and perform its obligations under
the Transaction Documents to which the Fund is a party and has taken
all necessary action required by applicable Requirements of Law to
authorize the execution, delivery and performance of the Transaction
Documents to which the Fund is a party. No consent or authorization
of, filing with, or other act by or in respect of, any Government
Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability by or
against the Fund of the Transaction Documents to which it is a
party, other than the filing under the Acts of the Registration
Statement and the Prospectus, filings in accordance with Blue Sky
laws and the requisite approval of the Trust's Board of Trustees,
other than such consents, authorizations, filings or acts, the
absence of which could not reasonably be expected to have an Adverse
Effect. This Agreement has been, and each other Transaction
Document to which the Trust, on behalf of the Fund, is a party will
be, duly executed and delivered on behalf of the Fund. This
Agreement constitutes, and each other Transaction Document to which
the Trust, on behalf of the Fund, is a party, when executed and
delivered, will constitute, a legal, valid and binding obligation of
the Fund enforceable against the Fund in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity
or at law).
3. The execution, delivery and performance by the Trust, on behalf of the
Fund, of the Transaction Documents to which the Fund is a party
(including the Declaration of Trust) do not and will not violate any
Requirement of Law or Contractual Obligation of the Fund and will
not result in, or require, the creation or imposition of any Lien on
any of its property, assets or revenues, except where such violation
or Lien could not reasonably be expected to have an Adverse Effect.
The Fund is not in violation of any Contractual Obligation, except
where such violation could not reasonably be expected to have an
Adverse Effect.
4. Other than the proceedings disclosed to the Warranty Provider in the
Letter Agreement, no litigation, proceeding or investigation of, or
before any arbitrator or Governmental Authority is pending or, to
the Fund's knowledge, threatened by or against the Fund or against
any of its properties or revenues (i) asserting the invalidity or
unenforceability of any of the Transaction Documents, (ii) seeking
to prevent the consummation of any of the transactions contemplated
by the Transaction Documents, (iii) seeking any determination or
ruling that could reasonably be expected to have an Adverse Effect
or (iv) asserting any violation by the Fund of the Investment
Company Act or the rules and regulations promulgated thereunder or
alleging that the Fund committed or engaged in or attempted to
commit or engage in any act, practice or course of business which is
fraudulent, deceptive, or manipulative.
5. The Trust is duly registered with the Commission as an open-end
management investment company under the Investment Company Act and
has been operated in compliance in all material respects with the
Investment Company Act and the rules and regulations thereunder and
the Commission has not issued any order preventing or suspending the
use of any prospectus relating to any Class of Shares and the Fund
has not received any notice from the Commission pursuant to Section
8(e) of the Investment Company Act with respect to the Registration
Statement.
6. The Fund is a "diversified" fund within the meaning of the Investment
Company Act.
7. The Shares of each Class of Shares of the Fund are duly authorized and
validly issued and are outstanding and fully paid and are
nonassessable by the Trust and conform in all respects to the
description thereof contained in the Registration Statement and
Prospectus with respect to such Class of Shares.
8. The Registration Statement and the Prospectus (other than with respect
to any information relating solely to the Warranty Provider included
in the Registration Statement or the Prospectus which has been
provided by the Warranty Provider in writing for inclusion therein
under the WP Information Letter) (A) have been prepared by the Trust
in material conformity with the requirements of the Acts and the
rules and regulations of the Commission thereunder; (B) have been
declared effective by the Commission; (C) contain all information
and statements which are required by the Acts and the rules and
regulations thereunder; and (D) do not contain any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not
misleading.
9. The Fund has received from the Commission such exemptive, no-action or
other relief from the Investment Company Act (and the rules
promulgated thereunder) such that it may operate in a "fund of
funds" structure whereby the Fund is able to purchase and hold the
securities contemplated by this Agreement, including without
limitation shares of the Underlying Fund and S&P Futures.
Annex B
____________, 2004
To: ▇▇▇▇▇▇▇▇▇▇▇ Principal Protected Main Street Fund III of
▇▇▇▇▇▇▇▇▇▇▇ Principal Protected Trust III
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Warranty Provider Information Letter
------------------------------------
Ladies and Gentlemen:
Pursuant to the Financial Warranty Agreement dated as of __________,
2004 among ▇▇▇▇▇▇▇▇▇▇▇ Principal Protected Trust III (the "Trust"), on behalf
of its series Oppenheimer Principal Protected Main Street Fund III,
OppenheimerFunds, Inc., and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA ("MLBUSA"), the parties
hereto agree that the information MLBUSA has provided for inclusion or to be
incorporated by reference into the Trust's Registration Statement on Form
N-1A (the "Registration Statement") consists solely of the following
information:
(a) MLBUSA is a wholly-owned subsidiary of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co., Inc.
MLBUSA is licensed as an industrial bank pursuant to the laws of
the State of Utah and its deposits are insured by the Federal
Deposit Insurance Corporation. MLBUSA is regulated by certain
Federal and state agencies and is examined by those agencies.
(b) ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA is a direct subsidiary of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co.,
Inc.
(c) MLBUSA's principal business is to engage in banking activities.
(d) MLBUSA is located at ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
(e) The audited (and any unaudited) financial statements of MLBUSA
specifically provided by MLBUSA from time to time for incorporation
by reference into the Registration Statement and/or inclusion as an
exhibit to the Registration Statement.
In addition, MLBUSA represents that the audited financial
statements of MLBUSA that will be incorporated by reference and/or appear in
the Registration Statement, as it may be amended from time to time, have been
and will be prepared in accordance with Regulation S-X and U.S. GAAP as if
MLBUSA was required to file Form 10-K under the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this letter
agreement, all as of the day and year first above mentioned.
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA, as Warranty
Provider
By:
-------------------------------------
Name:
Title:
Accepted and Agreed:
OPPENHEIMER PRINCIPAL PROTECTED TRUST III,
as Trust, on behalf of the
▇▇▇▇▇▇▇▇▇▇▇ PRINCIPAL PROTECTED MAIN STREET FUND III
By: ________________________________________
----------------------------------------
Name:
Title:
Annex ▇-▇
▇▇▇▇▇ ▇-▇
▇▇▇▇▇ ▇-▇
▇▇▇▇▇ ▇
FORM OF ESCROW AGREEMENT
ESCROW AGREEMENT, dated January 20, 2004 (this "Agreement") among
---------
OppenheimerFunds, Inc., a corporation organized under the laws of the State
of Colorado (the "Adviser"), ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA, an industrial bank
-------
organized under the laws of the State of Utah (the "Warranty Provider") and
-----------------
▇.▇. ▇▇▇▇▇▇ Chase Bank, as escrow agent (the "Escrow Agent").
------------
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, pursuant to the Financial Warranty Agreement (as defined
below), the Warranty Provider has agreed, subject to certain conditions set
out in the Financial Warranty Agreement, to issue a financial warranty in the
form of a letter of credit in accordance with Section 70A-5-102(a) of the
Utah Uniform Commercial Code in an amount up to $500 million in order to make
sure that ▇▇▇▇▇▇▇▇▇▇▇ Principal Protected Main Street Fund III (the "Fund")
----
is able to redeem all of its outstanding shares on the Maturity Date;
WHEREAS, in connection with the Financial Warranty Agreement, the
Adviser and the Warranty Provider desire to appoint the Escrow Agent to act
in the capacity as Escrow Agent hereunder subject to and upon the terms and
conditions of this Agreement; and
WHEREAS, a copy of the Financial Warranty Agreement has been
delivered to the Escrow Agent and is attached hereto as Annex A, and the
Escrow Agent is willing to act in the capacity as escrow agent hereunder
subject to and upon the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the promises, covenants and
agreements contained herein and for other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Defined Terms. All terms used herein and not defined herein shall have
-------------
the meanings assigned to such terms in the Financial Warranty Agreement,
dated January 20, 2004 (the "Financial Warranty Agreement"), among the
----------------------------
Adviser, the Warranty Provider and Oppenheimer Principal Protected Trust III,
an open-end management investment company organized as a business trust under
the laws of the Commonwealth of Massachusetts, on behalf of its series, the
Fund.
2. Designation of Escrow Agent. The Adviser and the Warranty Provider
---------------------------
hereby mutually designate and appoint the Escrow Agent as escrow agent for
the purposes set forth herein. The Escrow Agent hereby accepts such
appointment and agrees to act in furtherance of the provisions of the
Financial Warranty Agreement, but only upon the terms and conditions provided
in this Agreement.
3. Establishment of Escrow Fund. (a) Pursuant to Section 4.1(f) of the
----------------------------
Financial Warranty Agreement, upon the occurrence of an Objection Event, the
Adviser shall deliver to the Escrow Agent an amount equal to any Floor
Shortfall and/or Additional Floor Shortfall that is the subject under such
Objection Event as set forth in the Determination Notice delivered to the
Adviser by the Warranty Provider in accordance with Section 4.1(d) of the
Financial Warranty Agreement (each amount that is delivered, the "Objection
----------
Event Escrow Amount") by wire transfer in immediately available funds to the
-------------------
account identified in Schedule A (the "Escrow Account"). The payment of such
--------------
Objection Event Escrow Amount shall be made by the Adviser within five
Business Days of its delivery to the Warranty Provider of the Objection
Notice relating to such Objection Event and shall remain in the Escrow
Account pending a final arbitration determination of the amount of the Floor
Shortfall and/or Additional Floor Shortfall in accordance with Section 4.1(e)
of the Financial Warranty Agreement. The Escrow Agent shall hold each
Objection Event Escrow Amount and all interest and other amounts earned
thereon (in each case, the "Escrow Fund") in escrow pursuant to this
-----------
Agreement, in the Escrow Account.
(b) The Adviser and the Warranty Provider confirm to the Escrow Agent and
to each other that the Escrow Fund is free and clear of all encumbrances,
except as may be created by this Agreement and the Financial Warranty
Agreement.
4. Payments from the Escrow Fund. (a) In connection with each Objection
-----------------------------
Event, the Warranty Provider and the Adviser shall jointly notify the Escrow
Agent in writing (the "Floor Shortfall Payment Notice") of the amount of the
------------------------------
Floor Shortfall and/or Additional Floor Shortfall, if any, (i) within three
Business Days of the date such Floor Shortfall and/or Additional Floor
Shortfall is finally determined by an arbitrator (the "Arbitrator") that is
----------
chosen pursuant to Section 4.1(e) of the Financial Warranty Agreement, or
(ii) in the event the Warranty Provider and the Adviser agree in writing on
the amount of any Floor Shortfall and/or Additional Floor Shortfall prior to
the Maturity Date and prior to a final determination of such Floor Shortfall
and/or Additional Floor Shortfall by the Arbitrator, within three Business
Days of the date of such agreement. Within two Business Days of receipt of
the Floor Shortfall Payment Notice, the Escrow Agent shall transfer to the
Warranty Provider, by wire transfer in immediately available funds, out of
the Escrow Account an amount in cash equal to the Floor Shortfall and/or
Additional Floor Shortfall set forth in such Floor Shortfall Payment Notice,
together with any interest accrued thereon (the "Floor Shortfall Escrow
-----------------------
Amount"). In the event that the amount of the Escrow Fund exceeds the Floor
Shortfall Escrow Amount, then the Escrow Agent shall, immediately after
payment of the Floor Shortfall Escrow Amount to the Warranty Provider,
transfer the remaining amount of funds in the Escrow Account to the Adviser.
In the event that the Floor Shortfall Payment Notice notifies the Escrow
Agent that no payment is required under the Financial Warranty Agreement, the
Escrow Agent shall, within two Business Days of its receipt of the Floor
Shortfall Payment Notice, transfer to the Adviser by wire transfer in
immediately available funds the Escrow Fund out of the Escrow Account.
(b) Notwithstanding anything contained in Section 4(a) hereof, if the
Maturity Date occurs prior to the final determination by the Arbitrator of a
Floor Shortfall and/or Additional Floor Shortfall, the Warranty Provider
shall notify the Escrow Agent in writing (the "Shortfall Amount Payment
-------------------------
Notice") of the Aggregate Shortfall Amount, if any, within one Business Day
following the Maturity Date and that the Maturity Date has occurred. Within
one Business Day of receipt of the Shortfall Amount Payment Notice, the
Escrow Agent shall transfer to the Warranty Provider, by wire transfer in
immediately available funds, out of the Escrow Account an amount in cash
equal to the lesser of (i) the Aggregate Shortfall Amount and (ii) the Escrow
Fund, together with any interest accrued thereon (such lesser amount, the
"Shortfall Escrow Amount"); provided, however, that if the Escrow Fund is
------------------------
less than the Aggregate Shortfall Amount, the Adviser shall immediately pay
to the Warranty Provider by wire transfer in immediately available funds an
amount equal to the difference of the Aggregate Shortfall Amount and the
Escrow Fund (the term "Shortfall Escrow Amount" shall also include any such
-----------------------
additional amount). If the Arbitrator subsequently determines that there is
no Floor Shortfall and/or Additional Floor Shortfall, or that the Floor
Shortfall and/or Additional Floor Shortfall is less than the Shortfall Escrow
Amount, the Warranty Provider hereby agrees to deliver to the Adviser, within
three Business Days of such final determination, an amount equal to the
difference, if positive, of the Shortfall Escrow Amount and such Floor
Shortfall and/or Additional Floor Shortfall as finally determined by the
Arbitrator. If the Arbitrator determines that the Floor Shortfall and/or
Additional Shortfall is greater than the Shortfall Escrow Amount, the Adviser
hereby agrees to pay to the Warranty Provider, within three Business Days of
such final determination, an amount equal to the lesser of (i) the
difference, if positive, of the Floor Shortfall and/or Additional Floor
Shortfall as finally determined by the Arbitrator and the Shortfall Escrow
Amount and (ii) the Aggregate Shortfall Amount.
(c) If this Agreement terminates prior to the Maturity Date, the Escrow
Agent shall, within three (3) Business Days of termination, transfer the
Escrow Fund to the Adviser by wire transfer in immediately available funds.
5. Liquidation of the Escrow Fund. Whenever the Escrow Agent shall be
------------------------------
required to make payment from the Escrow Fund, the Escrow Agent shall pay
such amounts by liquidating the investments of the Escrow Fund to the extent
necessary to pay such amounts in full and in cash.
6. Maintenance of the Escrow Fund. The Escrow Agent shall continue to
------------------------------
maintain the Escrow Fund until the termination of this Agreement pursuant to
Section 10 hereof.
7. Investment of Escrow Fund.
-------------------------
(a) During the term of this Agreement, the Escrow Fund shall be
invested in a segregated interest-bearing account. The Escrow Agent will
provide compensation in respect of any balances held in the Escrow Account at
a rate of LIBOR less 15 basis points. The LIBOR that shall be used in
calculating such compensation shall be the 30-day LIBOR as published daily by
Bloomberg Professional Services. For each calendar month, the average of the
30-day LIBOR as published each business day by Bloomberg Professional
Services, less 15 basis points, shall be applied to the average daily balance
of the collected funds maintained in the Escrow Account for the month.
(b) Compensation will be paid monthly on or about the eighth business day
of the month succeeding the calendar month in respect of which such
compensation is payable.
(c) The Escrow Agent may change the rate of compensation that shall be paid
in respect of any balances held in the Escrow Account upon 30 business days'
notice to each of the parties hereto.
(d) The Escrow Agent will assess a fee (at the rate of $25 per each
transfer) for wire transfers in excess of 10 per month that may be executed
by its administrative staff.
8. Escrow Agent. To induce the Escrow Agent to act hereunder, it is
------------
further agreed by the undersigned that:
(a) Except as expressly contemplated by this Agreement or
pursuant to an order of a court of competent jurisdiction, the Escrow Agent
shall not sell, transfer or otherwise dispose of in any manner all or any
portion of the Escrow Fund.
(b) The duties and obligations of the Escrow Agent shall be determined
solely by this Agreement, and the Escrow Agent shall not be liable except for
the performance of such duties and obligations as are specifically set forth
in this Agreement. The Escrow Agent shall not be bound by the provisions of
any other agreement among the other parties hereto.
(c) In the performance of its duties hereunder, the Escrow Agent shall be
entitled to rely upon any document, instrument or signature believed by it in
good faith to be genuine and signed by any party hereto or an authorized
officer or agent thereof, and shall not be required to investigate the truth
or accuracy of any statement contained in any such document or instrument.
The Escrow Agent may assume that any person purporting to give any notice in
accordance with the provisions this Agreement has been duly authorized to do
so.
(d) The Escrow Agent shall not be liable for any error of judgment, or any
action taken, suffered or omitted to be taken, hereunder except in the case
of its gross negligence, bad faith or willful misconduct.
(e) The Escrow Agent shall have no duty as to the collection or protection
of the Escrow Fund or income thereon, or as the preservation of any rights
pertaining thereto, beyond the safe custody of any such funds actually in its
possession.
(f) As compensation for its services to be rendered under this Agreement,
for each year or any portion thereof, the Escrow Agent shall receive a fee in
the amount and payable at the times specified in Annex B to this Agreement
and shall be reimbursed upon request for all reasonable expenses,
disbursements and advances, including reasonable fees, expenses and
disbursements of outside counsel, if any, incurred or made by it in
connection with the performance of its duties under this Agreement. The
Warranty Provider and the Adviser shall each pay one-half of the fee
specified in Annex B and all other fees and expenses referred to in the two
preceding sentences.
(g) The Escrow Agent shall provide to the Warranty Provider and the Adviser
monthly statements identifying transactions, transfers or holdings of the
Escrow Fund and each such statement shall be deemed to be correct and final
upon receipt thereof by the Warranty Provider and the Adviser unless the
Escrow Agent is notified in writing by the Warranty Provider and/or the
Adviser to the contrary within thirty (30) Business Days of the date of such
statement.
(h) Each of the Warranty Provider and the Adviser shall reimburse and
indemnify the Escrow Agent for, and hold it harmless against, any loss,
liability or expense, including, without limitation, reasonable attorneys'
fees, incurred without gross negligence, bad faith or willful misconduct on
the part of the Escrow Agent, arising out of, or in connection with the
acceptance of, or the performance of, its duties and obligations under this
Agreement.
(i) In the event that a dispute arises between the Warranty Provider and
the Adviser with respect to the disposition or disbursement of the Escrow
Fund, or any portion thereof, which dispute each of the Warranty Provider and
the Adviser notifies the Escrow Agent cannot be resolved, the Escrow Agent
shall be permitted to interplead the Escrow Fund, or any portion thereof,
into a court of competent jurisdiction, and thereafter be fully relieved from
any and all liability or obligation with respect to such interpleaded Escrow
Fund or portion thereof. The Warranty Provider and the Adviser agree to
pursue any redress or recourse in connection with such a dispute without
making the Escrow Agent a party to the same other than in the case of the
Escrow Agent's gross negligence, bad faith or willful misconduct.
(j) The Escrow Agent may at any time resign by giving thirty (30) Business
Days prior written notice of resignation to the Warranty Provider and the
Adviser. The Warranty Provider and the Adviser may at any time jointly
remove the Escrow Agent by giving ten (10) Business Days' written notice
signed by each of them to the Escrow Agent. If the Escrow Agent shall resign
or be removed, a successor escrow agent, which shall be a bank or trust
company having assets in excess of (US)$1 billion, and which shall be
reasonably acceptable to the Adviser, shall be appointed by the Warranty
Provider by written instrument executed by the Warranty Provider and
delivered to the Escrow Agent and to such successor escrow agent and,
thereupon, the resignation or removal of the predecessor Escrow Agent shall
become effective and such successor escrow agent, without any further act,
deed or conveyance, shall become vested with all right, title and interest to
all cash and property held hereunder of such predecessor Escrow Agent, and
such predecessor Escrow Agent shall, on the written request of the Adviser,
the Warranty Provider or the successor escrow agent, execute and deliver to
such successor escrow agent all the right, title and interest hereunder in
and to the Escrow Fund of such predecessor Escrow Agent and all other rights
hereunder of such predecessor Escrow Agent. If no successor escrow agent
shall have been appointed within thirty (30) Business Days of a notice of
resignation by the Escrow Agent or of a notice of removal by the Warranty
Provider and the Adviser, as applicable, the Escrow Agent's sole
responsibility shall thereafter be to hold the Escrow Fund until the earlier
of receipt of designation of a successor escrow agent, a joint written
instruction by the Warranty Provider and the Adviser and termination of this
Agreement in accordance with its terms.
9. Tax Matters. (a) The Escrow Agent does not have any interest in the
-----------
Escrow Fund deposited hereunder but is serving as escrow holder only and
having only possession thereof. The Warranty Provider and the Adviser shall
pay or reimburse the Escrow Agent upon request for any transfer taxes or
other taxes relating to the Escrow Fund incurred in connection herewith and
shall indemnify and hold harmless the Escrow Agent from any amounts that it
is obligated to pay in the way of such taxes. Any payments of income from
this Escrow Account shall be subject to withholding regulations then in force
with respect to United States taxes. The Escrow Agent shall report to the
Internal Revenue Service ("IRS") as of the calendar year-end, and to the
---
Warranty Provider and the Adviser, all income earned from the investment of
any sum held in the Escrow Account, as and to the extent required under the
provisions of the Internal Revenue Code of 1986, as amended (the "Code").
---
The Warranty Provider and the Adviser shall provide the Escrow Agent with
their taxpayer identification numbers on IRS Form W-9 or IRS Form W-8, as
applicable.
(b) The Escrow Agent shall prepare and file any and all income or other tax
returns applicable to the Escrow Account with the IRS and all required state
and local departments of revenue in all years income is earned in any
particular tax year as and to the extent required under the provisions of the
Code.
(c) Any taxes payable on income earned from the investment of any sums held
in the Escrow Account shall be paid by the Adviser whether or not the income
was distributed by the Escrow Agent during any particular year as and to the
extent required under the provisions of the Code; provided, that if any
investment earnings relating to the Escrow Account or any portion thereof are
actually received by the Warranty Provider, the Warranty Provider shall pay
the taxes payable on such investment earnings.
10. Termination. This Agreement shall terminate in accordance with joint
-----------
written instruction from the Adviser and the Warranty Provider confirming the
termination of the Financial Warranty Agreement.
11. Due Authorization. Each party hereto hereby represents and warrants
-----------------
(a) that this Agreement has been duly authorized, executed and delivered on
its behalf and constitutes its legal, valid and binding obligation and (b)
that the execution, delivery and performance of this Agreement by the
Warranty Provider and the Adviser does not and will not violate any
applicable law or regulation.
12. Public Announcements. No printed or other material in any language,
--------------------
including prospectuses, notices, reports, and promotional material which
mentions "▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank" by name or the rights, powers, or duties of
the Escrow Agent under this Agreement shall be issued by any other parties
hereto, or on such party's behalf, without the prior written consent of the
Escrow Agent; provided, however, that the Fund may include this Agreement as
an exhibit to its Registration Statement on Form N-1A.
13. Notices. All notices, communications, requests and demands to or upon
-------
the respective parties hereto to be effective shall be in writing (and if
sent by mail, sent via certified or registered mail, return receipt
requested) or be by confirmed facsimile transmission or email with confirmed
delivery status notification. All notices shall be deemed to have been duly
given or made when delivered by hand, or three Business Days (seven Business
Days in the case of notices sent to ▇▇▇▇▇▇▇ ▇▇▇▇▇ International) after being
deposited in the mail, postage prepaid, or, in the case of facsimile
transmission or email transmission, when sent, addressed as follows or at
such other address as such party may designate in writing:
If to the Adviser:
OppenheimerFunds, Inc.
Two World Financial Center,
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Telephone No: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile No: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
with a copy to: President (at the above address)
If to the Warranty Provider:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA
4 World Financial Center
9th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Managing Director
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇_▇▇▇▇▇@▇▇.▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Office of the General Counsel
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇_▇▇▇▇▇@▇▇.▇▇▇
with a copy to:
Shearman & Sterling LLP
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇, Esq.
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center
5th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center
5th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇.▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇ International
4 World Financial Center
5th Floor
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇_▇▇▇▇▇▇▇@▇▇.▇▇▇
If to the Escrow Agent:
▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank
4 Chase ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Division: Investor Services
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Telephone: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
14. Assignment. This Agreement shall be binding upon and inure solely to
----------
the benefit of the parties hereto and their respective successors and
assigns, heirs, administrators and representatives. No party may assign any
of its rights or obligations under this Agreement without the written consent
of the other parties; provided, however, that (a) in the event the Warranty
Provider assigns its obligations under the Financial Warranty Agreement to
another party (the "Assignee") pursuant to Section 8.2(a) of the Financial
--------
Warranty Agreement, the obligations of the Warranty Provider under this
Agreement shall be assigned to the Assignee; and (b) in the event the Adviser
assigns its obligations under the Financial Warranty Agreement to a successor
investment adviser, the obligations of the Adviser under this Agreement shall
be assigned to such successor investment adviser.
15. Governing Law. This Agreement shall be governed by, and construed in
-------------
accordance with, the laws of the State of New York applicable to contracts
executed in and to be performed in that State without giving effect to the
principals of conflicts of law rules.
16. Amendments and Waivers. This Agreement may only be modified by a
----------------------
writing signed by all of the parties hereto, and no waiver hereunder shall be
effective unless in a writing signed by the party to be charged.
17. Severability. If any term or other provision of this Agreement is
------------
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic and
legal substance of the transactions contemplated by this Agreement is not
affected in any manner adverse to any party. Upon such determination that
any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to
the fullest extent possible.
18. Entire Agreement. This Agreement, the Financial Warranty Agreement and
----------------
the other Transaction Documents constitute the entire agreement of the
parties hereto with respect to the subject matter hereof and supersede all
prior agreements and undertakings, both written and oral, between the
Adviser, the Warranty Provider and the Escrow Agent with respect to the
subject matter hereof.
19. No Third Party Beneficiaries. This Agreement shall be binding upon and
----------------------------
inure solely to the benefit of the parties hereto and their permitted assigns
and nothing herein, express or implied, is intended to or shall confer upon
any other person any legal or equitable right, benefit or remedy of any
nature whatsoever, under or by reason of this Agreement, except as provided
in paragraph 8(j) with respect to a resignation by the Escrow Agent.
20. Specific Performance. The parties hereto agree that irreparable damage
--------------------
would occur in the event any provision of this Agreement was not performed in
accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at
law or equity without the necessity of demonstration the inadequacy of
monetary damages.
21. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY AND
--------------------
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY AND FOR ANY COUNTERCLAIM THEREIN.
22. Headings. The descriptive headings contained in this Agreement are
--------
included for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
23. Counterparts. This Agreement may be executed in two or more
------------
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the Adviser, the Warranty Provider and the
Escrow Agent have caused this Agreement to be executed by a duly authorized
officer as of the date first written above.
OPPENHEIMERFUNDS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President & Deputy
General Counsel
▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Assistant Secretary
▇.▇. ▇▇▇▇▇▇ CHASE BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
ANNEX B
FEE SCHEDULE
At the time of execution of this Agreement, the Warranty Provider and
the Adviser shall each pay the Escrow Agent an acceptance fee of $2,500.
At such time as funds are deposited in the Escrow Account identified on
Schedule A, a fee of $1,000 per month shall be payable by the Adviser and the
Warranty Provider as provided in Paragraph 8(f) of the Agreement to which
this Annex is attached. The fee shall accrue and be payable only for such
months (or portions thereof) as funds are actually held in the Escrow
Account.
SCHEDULE A
ESCROW ACCOUNT
All funds held in escrow under the Agreement to which this Schedule is
attached shall be held in the following account:
DDA Account #: [___________]