AMENDED AND RESTATED
SUB-ADMINISTRATION AGREEMENT
OFI Tremont Core Diversified Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Amended and Restated Agreement made as of June 2, 2004 by and between
OppenheimerFunds, Inc. ("Fund Agent") and Tremont Partners, Inc. ("Service
Provider").
WHEREAS, the Fund Agent and the Service Provider are parties to the
Sub-Administration Agreement dated January 2, 2003, (the "Agreement") in connection
with administrative services to be provided by the Service Provider; and
WHEREAS, the Fund Agent performs certain administrative services for OFI
Tremont Market Neutral Hedge Fund and OFI Tremont Core Diversified Hedge Fund,
closed-end mutual funds registered under the Investment Company Act of 1940, as
amended (collectively, the "Funds", and each a "Fund") pursuant to an Administration
Agreement with each such Fund ; and
WHEREAS, the Fund Agent desires that SERVICE PROVIDER perform services that
the Fund Agent would otherwise perform, or have performed, under the Administration
Agreement with respect to Funds' shareholders (each, a "Shareholder" and
collectively, the "Shareholders") accounts.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto agrees, as follows:
1. Performance of Services. SERVICE PROVIDER agrees to perform the services
specified on Schedule A (the "Services") with respect to Shareholders'
accounts. SERVICE PROVIDER hereby agrees that it will provide all facilities,
systems, equipment, furniture, fixtures, personnel, supplies, computer data
processing systems and any other requirements which are in its good faith
judgment necessary or desirable for the effective performance of the Services
under this Agreement. SERVICE PROVIDER will make reasonable efforts and take
reasonably available measures to assure the adequacy of its personnel and
facilities as well as the accurate performance of all Services to be performed
by it hereunder within, at a minimum, the time requirements of any statute,
rule or regulation pertaining to investment companies and any time
requirements set forth in the then-current prospectuses of the Funds.
2. Maintenance of Records. SERVICE PROVIDER agrees that it will maintain and
preserve all records as required by law and applicable regulations (including,
but not limited to Rules 31a-1 and 31a-2 of the Investment Company Act of
1940, as amended) to be maintained and preserved in connection with providing
the Services, and will otherwise comply with all laws, rules, and regulations
applicable to its performance of the Services (including, but not limited to,
anti-money laundering laws and regulations with respect to Shareholder
accounts). Upon request of the Fund Agent, SERVICE PROVIDER shall provide
copies of all the historical records relating to transactions in shares of the
Funds on behalf of the Shareholder accounts, and other related materials, as
are maintained by SERVICE PROVIDER in accordance with the preceding sentence
to enable Fund Agent, the Funds and their respective affiliates or
representatives to, among other things: (a) monitor and review the Services,
(b) comply with any request of a government body or self-regulatory
organization or a shareholder, (c) verify compliance by SERVICE PROVIDER with
the terms of this Agreement, (d) make required regulatory reports, (e) monitor
sales for Blue Sky reporting purposes or otherwise or (f) perform general
Shareholder supervision. Upon reasonable notice, SERVICE PROVIDER agrees that
it will permit Fund Agent, the Funds, and their respective affiliates or
representatives to have reasonable access to its facilities, personnel and
records in order to facilitate the monitoring of SERVICE PROVIDER's compliance
with the terms of this Agreement and the quality of SERVICE PROVIDER's
Services. Fund Agent and its representatives must comply with all reasonable
security and confidentiality procedures established by SERVICE PROVIDER at any
facility to which access is granted, such access will not interfere with
SERVICE PROVIDER's normal business operations.
3. Confidentiality. Fund Agent agrees for itself and each of its affiliates or
representatives given access to SERVICE PROVIDER facilities and/or records
that each of them shall treat as confidential all records and any information
obtained through such access, and shall not disclose information contained
therein except as permitted under Paragraph 2 (including, but not limited to,
satisfaction of any regulatory obligation of Fund Agent or obligation to the
Funds and as may be required by applicable law, rule or regulation or
investigative proceeding or as may otherwise be required in legal process
served upon Fund Agent). All such records and information maintained by
SERVICE PROVIDER and its affiliates in connection with this Agreement are the
exclusive property of SERVICE PROVIDER and shall remain so notwithstanding any
release thereof in accordance with the terms of this Agreement. Fund Agent
warrants that neither it nor any of its affiliates or representatives having
access to such records or information shall use such records or information to
solicit, directly or indirectly, any Shareholder of SERVICE PROVIDER or for
any other purpose not expressly permitted under this Paragraph or Paragraph
2.
4. Fees. In consideration of the Services provided hereunder, Fund Agent shall
pay to SERVICE PROVIDER the fees specified in Schedule B hereto. Other than
as provided for in Schedule B, Fund Agent shall not be obligated to pay
SERVICE PROVIDER any other fees.
5. Indemnification. SERVICE PROVIDER shall indemnify and hold harmless Fund
Agent and the Funds from and against any and all claims, losses, liabilities
or expenses that either or both of them may incur (including, without
limitation, reasonable attorneys' fees and expenses) arising out of SERVICE
PROVIDER's non-performance of its responsibilities under this Agreement, or
SERVICE PROVIDER's failure to comply with any applicable law, except to the
extent any such claims, losses, liabilities or expenses are caused by the
gross negligence, bad faith or willful misconduct of Fund Agent.
The Fund Agent shall indemnify and hold harmless SERVICE PROVIDER from any and
all claims, losses, liabilities or expenses that it may incur (including,
without limitation, reasonable attorneys' fees and expenses) arising out of
the non-performance of Fund Agent of its responsibilities under this Agreement
or its failure to comply with any applicable law, except to the extent such
losses are caused by the negligence, bad faith or willful misconduct of
SERVICE PROVIDER, its representatives or affiliates.
In no event shall the party seeking indemnification hereunder confess any
claim, loss, expense, or liability or make any compromise in any case in which
the other party may be required to indemnify without the prior written consent
of the party from which indemnification is sought, whose consent shall not be
unreasonably withheld.
6. Termination. This Agreement may be terminated, without penalty, at any time
by SERVICE PROVIDER or Fund Agent upon 60 days written notice to the other
party. However, in the event of the termination of this Agreement by SERVICE
PROVIDER, SERVICE PROVIDER shall, if requested by Fund Agent, continue to
provide the Services for up to an additional 60 days to enable Fund Agent to
make alternative arrangements for the servicing and maintenance of the
Shareholders' Fund shareholdings, and SERVICE PROVIDER will reasonably
cooperate in the implementation thereof. In the event of termination of this
Agreement by SERVICE PROVIDER, SERVICE PROVIDER shall pay for any and all
costs associated with the conversion of servicing and maintenance of
Shareholders' Fund shareholdings to an alternate Service Provider. The
provisions of Paragraphs 3, 5, 11, 13, and 14, and SERVICE PROVIDER's right to
receive payment for services rendered up to the date of termination, will
survive termination of this Agreement. In the event of termination and in
addition to any applicable record-keeping obligation, SERVICE PROVIDER agrees
to maintain all Shareholder information and cooperate with Fund Agent in the
transition of such information to Fund Agent or another Service Provider.
7. Entire Agreement. This Agreement, including its Schedules, constitutes the
entire agreement between the parties with respect to the matters dealt with
therein, and supersedes any previous agreements and documents with respect to
such matters.
8 Notice. All notices under this Agreement shall be written and, if sent to
SERVICE PROVIDER, shall be sent to the attention of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General
Counsel of SERVICE PROVIDER at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
All notices to Fund Agent shall be sent to the attention of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
President and Chief Executive Officer of Fund Agent, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ with a copy to the attention of ▇▇▇▇▇▇ ▇▇▇▇, General
Counsel, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Notice shall be
made by certified mail (with return receipt), by express delivery service
(with confirmation of delivery) or hand delivery (with receipt) to the
addresses specified in this provision. Either party may change the address to
which notices to it shall be sent by giving written notice thereof in
accordance with this provision.
9. Amendments. All amendments hereto must be in writing and signed by both
parties hereto.
10. Assignment. The rights and obligations of the parties hereunder may not be
assigned without the prior written consent of the non-assigning party, except
that either party may, upon notice to the other, assign its right and obligations
hereunder to an affiliate or successor entity.
11. Non-Exclusivity. The parties acknowledge that the other may enter into
agreements similar to this Agreement with other parties for the performance of
services similar to those to be provided by SERVICE PROVIDER under this Agreement.
12. Representations and Warranties. SERVICE PROVIDER represents and warrants
that: (i) it has and will maintain the capabilities to perform the Services
hereunder; , ((ii) it has and will maintain, during the term of this Agreement,
comprehensive general liability coverage to insure against errors, omissions or
misfeasance in the performance of its obligations under this Agreement, with
limits of not less than five (5) million dollars (such insurance coverage shall
be issued by a qualified insurance carrier with a Best's rating of at least "A")
naming Fund Agent as additional insureds; (iii) it has and will maintain, during
the term of this Agreement, a fidelity bond covering its employees and authorized
agents with a limit of not less than one (1) million dollars issued by a
qualified insurance carrier with a Best's rating of at least "A"; and (vii) it is
not required to register as a transfer agent under the Securities Exchange Act of
1934, as amended, with respect to the provision of Services hereunder.
In addition, SERVICE PROVIDER represents and warrants that: (i) if recommended by
the Funds' independent counsel, it will cause an independent public accountant or
other qualified independent party annually to review its internal control
structure in accordance with Statement of Accounting Standard 70 (Type II), and
prepare a written report to SERVICE PROVIDER concerning the structure's adequacy
for the obligations undertaken by SERVICE PROVIDER under this provision, and that
upon receipt of its internal control structure report, it will provide such
report to Fund Agent; and (ii)it will promptly provide notice to Fund Agent upon
becoming aware of any issue materially affecting its ability to comply with its
obligations under this provision.
13. Force Majeure. Neither party shall be liable for any default or delay in the
performance of its obligations under this Agreement to the extent such default or
delay is caused directly by (i) fire, flood, elements of nature or other acts of
God; (ii) any outbreak of war in the United States, or, with respect to SERVICE
PROVIDER, riots or civil disorder in the City of Rye, New York, and, with respect
to Fund Agent, riots or civil disorder in the City of New York, the City of
Denver or the City of Centennial, Colorado (iii) any relevant labor disputes
beyond the reasonable control of the non-performing party; or (iv) failures or
fluctuations in telecommunications or other equipment beyond the non-performing
party's reasonable control. In any such event, the non-performing party shall be
excused from any further performance and observance of the obligations so
affected for as long as such circumstances prevail provided the non-performing
party uses its best efforts to recommence performance or observance as soon as
practicable, which in no event shall exceed 5 business days.
14. Consequential Damages. Notwithstanding anything in this Agreement to the
contrary, in no event shall either party, its affiliates or any of its or their
directors, officers, employees, agents or subcontractors be liable to the other
party or its AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR
SUBCONTRACTORS in respect of this Agreement or the Services under any theory of
tort, contract, strict liability or other legal or equitable theory for lost
profits, exemplary, punitive, special, incidental, indirect or consequential
damages, each of which is hereby excluded by agreement of the parties regardless
of whether such damages were foreseeable or whether any PERSON OR entity has been
advised of the possibility of such damages.
15. Governing Law. This Agreement shall be governed by the laws of the State of
New York.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first above written.
Tremont Partners, Inc.
By:
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Print name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
OppenheimerFunds, Inc.
By:
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Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
SCHEDULE A
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Pursuant to the Agreement by and among the parties hereto, SERVICE PROVIDER
shall perform the following Services, which do not include any services rendered by
the SERVICE PROVIDER under the Sub-Advisory Agreements as to the Funds. in
connection with the distribution of the Fund's shares. The following services shall
be performed consistent with generally accepted industry practices and any
requirements set forth in the Funds' then-current prospectuses.
1. Maintain separate records for each Shareholder with respect to shares of each
of the Funds held by such Shareholder , which records shall (i) reflect shares
purchased and redeemed, including the date and price for all transactions,
dividends and distributions paid, transfers and share balances, and (ii)
include the name, address and social security number or tax identification
number of each Shareholder.
2. Prepare and transmit to Shareholders periodic account statements at least
quarterly, and as frequently as required by law, showing the total number of
shares owned by Shareholders as of the statement closing date, purchases and
redemptions of Fund shares by Shareholders during the period covered by the
statement and the dividends and other distributions paid to Shareholders
during the statement period (whether paid in cash or reinvested in Fund
shares). Prepare and transmit to Shareholders, transaction confirmations as
required by applicable law.
3. Respond to Shareholder inquiries regarding the administration of their
accounts, including, among other things, share prices, account balances,
dividend amounts and dividend payment dates.
4. With respect to Fund shares purchased by Shareholders after the effective date
of this Agreement, provide average cost basis reporting to the Shareholders to
assist them in preparation of income tax returns.
5. Prepare and file with the appropriate governmental agencies and (as
applicable) mail to Shareholders, such information, returns and reports as are
required to be so filed for reporting with respect to Shareholders (whether
U.S. residents or non-resident aliens) (i) dividends and other distributions
made, (ii) amounts withheld on dividends and other distributions and payments
under applicable federal and state laws, rules and regulations, and (iii)
gross proceeds of sales transactions.
6. Forward to Shareholders all Fund proxy materials, prospectuses, statements of
additional information, reports and amendments to the foregoing as well as
other information supplied by Fund Agent and required to be sent to
shareholders under the federal securities laws. Upon request of the Fund
Agent, SERVICE PROVIDER will also transmit to Shareholders Fund communications
deemed by either (i) Fund Agent, or (ii) the Fund, through its Board of
Trustees or similar governing body, in the sole discretion of either, to be
material to shareholders of the Fund. SERVICE PROVIDER may consolidate or
utilize "household" mailing for the above-described information where
permissible under applicable law. SERVICE PROVIDER agrees that it will not
distribute any such materials if they are out-of-date.
Pursuant to Fund Agent's request, SERVICE PROVIDER also will transmit other
documents (in addition to those legally required to be sent and those deemed
material by either Fund Agent or the Fund's Board of Trustees in accordance
with this provision) to Shareholders. Fund Agent hereby agrees to reimburse
SERVICE PROVIDER for the reasonable expenses related to such mailings, which
Fund Agent shall approve in writing before SERVICE PROVIDER incurs any such
expenses.
7. Provide to the Funds such periodic reports in such form as requested by Fund
Agent as may be necessary to enable each of the Funds and Fund Agent to comply
with State Blue Sky requirements. Two reports shall be provided each month
under this section 7: one report immediately prior to investment of monies
held in the Escrow Accounts in the Funds (but in no event not later than the
fourth business day prior to the end of the month preceding the proposed date
for investment), and the second report upon completion of the monthly asset
valuation process for each of the Funds, which is expected to take place not
later than 25 days following the previous month-end. In accordance with
Section 7 of the Agreement, SERVICE PROVIDER shall pay for any and all costs
required to ensure that Fund Agent receives such reports in an electronic form
satisfactory to Fund Agent.
8. Prepare, file or transmit all reports and returns as required by federal or
state law with respect to each Shareholder account.
9. Prepare detailed reports indicating the account type (e.g.,
OppenheimerFunds-sponsored retirement plans and non-OppenheimerFunds-sponsored
retirement plans such as ▇▇▇, 401(k) and 403(b) retirement accounts), identity
of the registered representative and branch location responsible for each
transaction, the dollar amount of each transaction, number of shares of each
transaction and transaction type. Such reports shall be provided monthly in
an electronic form acceptable to Fund Agent, as follows: one report
immediately prior to investment of monies held in the Escrow Accounts in the
Funds (but in no event not later than the fourth business day prior to the end
of the month preceding the proposed date for investment), and the second
report upon completion of the monthly asset valuation process for each of the
Funds, which is expected to take place not later than 25 days following the
previous month-end.
..
10. Withhold from dividends, distributions and redemption proceeds any required
Federal income taxes and pay the same. Process and retain records of
withholding exemption certificates filed by Shareholders. Comply with backup
withholding and taxpayer identification requirements issued by the IRS.
11. Disburse or credit to the Shareholder accounts, and maintain records of, all
proceeds of redemptions of shares and all other distributions (including
dividends) not reinvested in shares of the Funds, or reinvest such
distributions, as elected by or on behalf of the Customer. Process
reinvestment of the proceeds of a redemption of Fund shares as may properly
have been elected by a Shareholder pursuant to a privilege described in the
then-current Prospectus of the relevant Fund.
12. Receive and process exchanges in accordance with instructions that comply with
the provisions of the Funds' then current prospectuses.
13. Provide all supporting documentation necessary following a transfer of a
Shareholders' account to another dealer of record.
14. Adjust Shareholder accounts accordingly in the case of a recapitalization or
capital adjustment requiring a change in the number of shares outstanding of
any Fund (for example, a share split).
[continued on next page]
Responsibilities with Respect to SERVICE PROVIDER
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Item Report /Procedure Individual(s)
Responsible
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1 At least 90% of all routine items were turned
around within 3 business
D days of receipt; all were turned around as
soon as possible. ▇▇▇ ▇▇▇▇▇
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Changes in the number of fund outstanding shares resulting
from distributions, redemptions, and repurchases were
2 provided to the fund's accounting agent no later than the ▇▇▇ ▇▇▇▇▇
first business day following such changes.
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Where fewer than 500 shareholder transactions per Fund
were received during the month for transfer the Fund
3 Agent's legal department was notified so the appropriate ▇▇▇ ▇▇▇▇▇
filings could be made.
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4 The price at which shareholder activity was processed was ▇▇▇ ▇▇▇▇▇
based on the net asset value next calculated after the
sweep from the Escrow Account of the shareholder's monies
deposited in escrow for the purchase of Fund shares..
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5 Shares were not issued in exchange for services or for ▇▇▇ ▇▇▇▇▇
consideration other than cash.
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6 No employee processed transactions on an account held in
their name or the name of a family member. ▇▇▇ ▇▇▇▇▇
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7 Shareholder information has not been sent in an e-mail (or
an attachment to an e-mail) outside of the company unless ▇▇▇ ▇▇▇▇▇
it is password protected or encrypted.
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8 All incoming funds and outgoing wires meet
OFAC requirements ▇▇▇ ▇▇▇▇▇
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9 An accurate Master securityholder file and subsidiary ▇▇▇ ▇▇▇▇▇
files, as defined in Rule 17Ad-9 of the Exchange Act ,
have been maintained and kept current.
investment, have been maintained and kept current.
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10 Debits and credits containing the minimum information ▇▇▇ ▇▇▇▇▇
required by paragraph (a) of Rule 17 Ad-9 of the Exchange
Act were promptly and accurately posted to the master
securityholder file for every security transferred,
purchased, redeemed, or issued.
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11 Prior to resolution, record differences were maintained in ▇▇▇ ▇▇▇▇▇
a subsidiary file rather than posted to the master
securityholder file.
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12 The required search by TIN (or if TIN not verified by ▇▇▇ ▇▇▇▇▇
name) of the lost securityholder database using a data
base service has been completed. The 1st search must be
conducted 3-12 months after the date the account went on
Returned by the Post Office ("RPO")status and the 2nd
search must be conducted 6-12 months after the 1st search.
(Rule 17AD-17 of the 34 Act)
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13 A record of the total number of shares authorized and ▇▇▇ ▇▇▇▇▇
issued (i.e., control book, as defined in Rule 17Ad-9 of
the Exchange Act) is maintained and has been kept current
for each issue of securities.
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14 Any changes to the control book have been authorized in ▇▇▇ ▇▇▇▇▇
writing by an authorized agent of the issuer.
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15 Where the SERVICE PROVIDER overissued shares, the
following actions were taken:
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Shares equal to the overissuance were bought in (unless ▇▇▇ ▇▇▇▇▇
the shares involved were covered by a surety bond
indemnifying the transfer agent for all expenses.)
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16 Each dividend payment by the Funds to shareholders was ▇▇▇ ▇▇▇▇▇
accompanied by a written statement disclosing the sources
of the payment.
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17 The following were immediately reported to the Legal ▇▇▇▇▇▇▇▇
▇▇▇▇
Department, for reporting to the SEC: ▇▇▇ ▇▇▇▇▇
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a. Buy-ins, where the aggregate market value of all ▇▇▇▇▇▇▇▇
buy-ins executed to remedy an overissuance exceeded Ives
$100,000 during the calendar quarter. ▇▇▇ ▇▇▇▇▇
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b. Failures to post, for more than 5 business days, any ▇▇▇▇▇▇▇▇
debits or credits for securities transferred,
purchased, redeemed, or issued that were required to be
posted to the master securityholder and/or subsidiary Ives
files. ▇▇▇ ▇▇▇▇▇
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c. Failures to turnaround, within 3 business days of ▇▇▇▇▇▇▇▇
receipt, routine items received for transfer. Ives
▇▇▇ ▇▇▇▇▇
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d. Failures to process items received during a month ▇▇▇▇▇▇▇▇
within the required Ives
time ▇▇▇ ▇▇▇▇▇
frame.
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18 Where at least 75% of all items received were not turned ▇▇▇ ▇▇▇▇▇
around or processed for 2 consecutive months, a copy of
any written notice filed with the SEC regarding failure to
turnaround or failure to process items was provided to the
chief executive officer of the issuer within 20 business ▇▇▇▇▇▇▇▇
days after the close of the second month. , Ives
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19 Written standards and procedures for the acceptance of ▇▇▇ ▇▇▇▇▇
guarantees were maintained in an easily accessible place
and were applied.
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A copy of the written standards and procedures was
20 provided to any person requesting such a copy within 3 ▇▇▇ ▇▇▇▇▇
days of the request.
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Only those requests for transfer were rejected where the
21 guarantor did not satisfy the written standards and ▇▇▇ ▇▇▇▇▇
procedures.
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22 The guarantor and the presenter were notified of the ▇▇▇ ▇▇▇▇▇
rejection and the reasons for the rejection, where the
guarantor did not satisfy the written standards and
procedures, within 2 business days after rejection of the
request.
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23 The following were responded to in a timely manner:
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a. Written inquiries concerning the status of ▇▇▇ ▇▇▇▇▇
instructions to transfer shares, within 5 business days
of receipt.
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b. Requests for acknowledgement of transfer ▇▇▇ ▇▇▇▇▇
instructions,, within 5 business days of receipt.
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c. Written requests for an account transcript, within 20 ▇▇▇ ▇▇▇▇▇
business days of receipt.
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d. Written inquiries concerning nonpayment or incorrect ▇▇▇ ▇▇▇▇▇
payment of dividends paid or payable within the last 6
months.
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24 The name and address of the current dividend disbursing ▇▇▇ ▇▇▇▇▇
agent was provided in response to inquiries.
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25 Written inquiries from shareholders were responded to as ▇▇▇ ▇▇▇▇▇
soon as possible.
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26 Safeguards and procedures were employed with respect to ▇▇▇ ▇▇▇▇▇
funds in custody of the SERVICE PROVIDER , to assure
that all funds were protected against misuse.
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27 Orders to purchase shares have not been accepted from
▇▇▇▇▇▇▇▇
individuals residing in states where the fund is not Ives
registered for sale. ▇▇▇ ▇▇▇▇▇
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28 The following books and records are being maintained for
the appropriate time periods in the appropriate locations:
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a. Transfer Agent Agreements (i.e., Service Contracts). ▇▇▇▇▇▇▇▇
▇▇▇▇
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b. Stop Orders as to monies in the respective Fund's ▇▇▇ ▇▇▇▇▇
Escrow Account
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c. Transfer, Registrar Journals & Shareholder Account ▇▇▇ ▇▇▇▇▇
Activity.
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d. Articles of Incorporation. ▇▇▇▇▇▇▇▇
▇▇▇▇
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e. SIC Reports as to the Fund's initial filing, any name ▇▇▇ ▇▇▇▇▇
change after SEC effectiveness, and upon termination of
the Fund.
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f. Fingerprint Records for NASD-registered persons. ▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
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g. Reports by Fund Agent's Internal Audit department ▇▇▇ ▇▇▇▇▇
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h. Notices of Assumption or Termination of Transfer ▇▇▇▇▇▇▇▇
Agent Services (17AD-16). Ives
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i. Record of Transfers Rejected. ▇▇▇ ▇▇▇▇▇
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29 Form TA-1 reviewed to determine if any are necessary. ▇▇▇▇▇▇▇▇
▇▇▇▇
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30 Form TA-2 reviewed prior to filing. ▇▇▇▇▇▇▇▇
▇▇▇▇
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31 Information regarding Shareholder complaints is timely
submitted to the OFI legal department for filing with the ▇▇▇▇ ▇▇▇▇
NASD within the appropriate time frames as required by ▇▇▇ ▇▇▇▇▇
NASD Rule 3070.
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Shareholder complaints relating to OFI's mutual fund ▇▇▇▇ ▇▇▇▇
32 business are reviewed in accordance with established and Art
procedures. (NASD Rules 3010, 3110) ▇▇▇▇▇
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If determined to be appropriate by SERVICE PROVIDER in
consultation with FUND AGENT, a random review of Customer ▇▇▇ ▇▇▇▇▇
33 Service Representative ("CSR") phone conversations with
Shareholders is performed in accordance with established
procedures.
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34 Current, fully executed contracts are in place for all
vendors utilized by SERVICE PROVIDER. ▇▇▇ ▇▇▇▇▇
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Blue Sky Reporting:
-------------------
Blue Sky Reporting - Figures for Blue Sky Reporting must be provided no later than
the fourth business day prior to month-end to ▇▇▇▇▇▇ ▇▇▇▇▇▇ in the Denver office.
The information is to include amount received, transaction date (date of "sweep"
into fund), and the state of residence.
Privacy Notices:
----------------
Privacy notice must be mailed at the opening of the account (Regulation S-P
requirement).
An Annual Privacy notice must be mailed to all shareholders (Regulation S-P
requirement).
Shareholder Correspondence:
---------------------------
When an address change occurs on an account, a letter of acknowledgement must be
mailed to both the old and the new address (Insurance requirement).
Copies of letters (correspondence) must be retained.
Complaint files must be kept and copies of complaints must be sent to ▇▇▇▇▇▇▇▇▇▇▇
(▇▇▇▇ ▇▇▇▇).
Statements & Confirms:
----------------------
Letters will be sent to confirm investment in the escrow account. They must be
postmarked and mailed within five business days of receipt of funds into escrow.
Confirms for the purchase, repurchase or redemption of Fund shares must be
postmarked and mailed within five business days following the determination of net
asset value that month.
Current month values will not be available for statements; therefore, quarterly
statement values will reflect the previous month's balance. Statements must be
postmarked and mailed within five business days of the end of the period.
Retention Requirements:
-----------------------
Documentation under this Agreement shall be retained in accordance with Rule 31a-2
under the Investment Company Act of 1940 . SERVICE PROVIDER shall make
arrangements to image documents to satisfy this retention requirements as soon as
reasonably practicable.
Miscellaneous items:
--------------------
Outgoing Federal Funds wires must be verified.
True "out of balances" on the fund must be reported (to ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇).
If telephone transactions are permitted, they must be tape recorded. (Presently,
telephone transactions are not permitted for the Funds .)
Anti-Money Laundering Requirements:
-----------------------------------
Anti-Money Laundering requirements (▇▇▇ ▇▇▇▇▇▇▇▇▇ will handle this for Tremont ).
Signature Guarantee Requirements:
---------------------------------
Information provided on the following pages.
Note: new medallion requirements with new sparkle ink using special reader
Signature Guarantee
General Information
o Definition: signature guarantee
-------------------
o A signature guarantee is required to process certain redemptions and all
----------
transfers.
--------
o More information on signature guarantees is in the prospectus for the fund and
----------
is commonly used in the securities industry to authenticate the signature and
capacity of a person requesting the redemption or transfer of securities. Its
use is for the shareholder's protection as well as ours.
o In addition to regular signature guarantees, we accept signature guarantees
from the Securities Transfer Agent's Medallion Program (STAMP) and the
Securities Exchange Medallion Stamp (SEMP). Certain broker/dealers offer the
Medallion signature guarantee.
-----------------------------
o A notarized, witnessed, verified, or certified signature is not an acceptable
substitute for a guarantee because a notary cannot assume financial
responsibility in the case of fraud.
NOTE: Beware of Chemical Bank's stamp. It is not a signature guarantee. It says
"Signature guaranteed to compare favorably to signature on file." This is not the
same as a Signature Guarantee.
When A Signature Guarantee Is Required
Redemptions
IMPORTANT: Any redemption up to $100,000 that is being sent to the address of record
and made payable as registered does not require a signature guarantee, provided the
AOR has not changed in the past 30 days.
A signature guarantee is needed from all registered owners in any of the following
situations:
o If a redemption is for over $100,000. (See IMPORTANT above.)
o If a redemption check is not going to the address of record.
---
o If a redemption is requested along with an address change, or if the address
has changed in prior 30 days.
o If a redemption check is going to anyone other than all registered owners.
o NOT required for redemptions to AOR requested by either joint owner as long as
the check is payable to all registered owners, is under $100,000, and no
address change in prior 30 days.
o NOT required for redemption requests up to $100,000 when a joint tenant has
died and the surviving joint tenant requests a redemption to AOR and has sent
in a photocopy of the death certificate. All other requirements remain.
Transfers/Registration Changes
If a transfer or registration change is due to death.
If a transfer or registration change is due to divorce.
If a transfer or registration change is due to marriage.
A signature guarantee is needed from all registered owners in any of the following
situations:
o All transfers.
o If there is a name change.
Transfers Under $100,000
For the following situations, a signature guarantee is:
o NOT required to transfer a Sole Owner account to a Partnership or Sole
Proprietorship Ownership. The same owner must be named in the new registration.
o NOT required if an equal transfer is done from a Joint Tenant account into
Sole Owner registrations for the existing owners if the amount into each Sole
Owner account is $50,000 or less (i.e., the originating account has $100,000
or less). We do require all joint tenants' signatures. (This also applies to
Tenants in Common, Tenants by Entirety, and Community Property registrations.)
o NOT required on a transfer from a Sole Owner or Joint Tenant account to a
Trust account. The individual or joint tenants must be named as the trustee(s)
of the trust.
o NOT required on a transfer from a Sole Owner account to a Joint Tenant
account. The current owner must be named as 1 of the joint tenants. (This also
applies to Tenants in Common, Tenants by Entirety, and Community Property
registrations.)
o NOT required to transfer and/or redeem to AOR a Uniform Transfer to Minor
Account (UTMA) up to $100,000 or Uniform Gift to Minor accounts (UGMA) account
to the minor upon reaching the required age. A photocopy of birth certificate
is required.
Change of Trustee
A signature guarantee is needed from all registered owners in any of the following
situations:
o For a trustee-to-trustee transfer if the shareholder is moving the account
from OppenheimerFunds to another institution and the redemption proceeds are
over $100,000. (See IMPORTANT above.)
NOTE: We must have Letter of Acceptance from institution.
Instructions
Obtaining a Signature Guarantee in the U.S.
An acceptable signature guarantee can be obtained from:
-------------------
o A U.S. bank, trust company, credit union, or savings association.
o A U.S. correspondent bank of a foreign bank.
o A U.S.-registered dealer or broker in securities, municipal securities, or
government securities, who has a selling agreement with us.
o A U.S. national securities exchange, registered securities association, or
--------
clearing agency.
Shareholders who are members of the U.S. Armed Forces living in the U.S. may also
obtain signature guarantees from any 1 of the following persons who must indicate
their own rank and branch on the guarantee:
o A commanding officer.
o A unit Adjutant.
o An officer of the Judge Advocate General's Corps in the branch.
o A signature guarantee from a foreign branch of a U.S. bank or brokerage firm
as stated above or by a foreign bank with a U.S. correspondent.
IMPORTANT: The signature guarantee must include an original stamp or seal.
Photocopies of the guarantee are not acceptable. A notarized copy is not acceptable.
Obtaining a Signature Guarantee Outside the U.S.
o We recognize that shareholders who live or reside temporarily outside the U.S.
may not be able to obtain signature guarantees from the same institutions as
-------------------
shareholders living in the U.S. Therefore, we will also accept signature
guarantees from:
|X| An officer of a foreign bank that has a correspondent bank located in the U.S.
|X| An officer of a branch of a U.S. commercial bank located outside the U.S.
|X| An officer or a principal of a branch of a U.S. broker/dealer located outside
---------
the U.S. who is a member of a principal U.S. securities exchange.
--------
NOTE: The U.S. Ambassador, Consul, or Vice Consul of the foreign country may
provide an acceptable verification of the shareholder's signature if he or she
has proper proof.
o Shareholders, who are members of the U.S. Armed Forces living in a foreign
country or at sea, may obtain signature guarantees from any one of the
following persons who must indicate their own rank and branch on the guarantee:
|X| A commanding officer.
|X| A unit Adjutant.
|X| An officer of the Judge Advocate General's Corps in the branch.
|X| A signature guarantee from a foreign branch of a U.S. bank or brokerage firm
as stated above or by a foreign bank with a U.S. correspondent.
o To obtain a signature guarantee, you will probably need to sign your
instructions in the presence of the person signing the guarantee. Many
institutions will not guarantee your signature unless you sign your name in
their presence. (Be sure to check what type of personal identification the
guaranteeing institution requires.)
o To be acceptable, the guarantee must also include the signature of an officer
or principal of the institution, signing in his or her official capacity. The
name and title of the officer or principal should be printed beneath his or
her name.
o The guarantee must not be dated or limited in any way.
IMPORTANT: The signature guarantee must include an original stamp or seal.
Photocopies of the guarantee are not acceptable. A notarized copy is not acceptable.
Proper Format
o To obtain the guarantee, the shareholder should take an unsigned letter of
instruction (or Stock Power) to the guaranteeing institution and should sign
-----------
in front of the guarantor. (The shareholder should be sure to take the kind of
personal identification with him or her that the guaranteeing institution
requires.)
o The proper format is:
Mr. John Shareholder
--------------------
Signature of Presenter
SIGNATURE(S) GUARANTEED By:
Mr. Authorized Officer
----------------------
Signature of Authorized Officer
President of XYZ Bank
---------------------
Printed Name/Title of Officer
o The signature(s) should correspond exactly (including fiduciary or other
---------
titles) with the name(s) appearing in the account registration or printed on
------------
the account statement or certificate.
o To be acceptable, the guarantee must include the signature of a duly
authorized officer or principal of the institution, signing in his or her
---------
official capacity. The name and title of the officer or principal must be
-----------------
printed beneath his or her signature.
o If the guaranteeing institution does not use a signature guarantee stamp, the
-------------------
institution's official seal must be affixed next to the signature language
described in the example above.
o A stamp that merely contains the institution's address is not acceptable as a
substitute for the guarantee stamp.
o The guarantee should not be dated or limited in any way.
IMPORTANT: Photocopies of the guarantee are NOT acceptable.
Sample Formats
For an individual or individuals
--------------------------------
The signature(s) should correspond exactly with the name(s) appearing in the account
registration or printed on the account statement.
------------
Registration: ▇▇▇ ▇▇▇▇▇▇
Signature: ▇▇▇ ▇▇▇▇▇▇
For a corporation
-----------------
The name of the corporation should be printed and the signature and title of an
authorized officer should be provided.
Registration: SAHARA NATURAL FOODS, INC.
Signature: ▇▇▇▇ ▇▇▇▇▇, President
For a trustee or trustees
-------------------------
All trustees listed in the registration should sign, including fiduciary title and
---------
the date of the trust or other identification listed in the registration.
-----
▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ &
▇▇▇▇ ▇ ▇▇▇▇▇▇▇ TR
Registration: > ▇▇▇▇▇▇▇ FAMILY TRUST
UA DEC 15 87
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
Signature: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee
UA Dec 15, 1987
For a partnership
-----------------
The name of the partnership should be printed as it appears in the registration, and
the signature and title of the general partner should be provided.
Registration: HEM LTD
A PARTNERSHIP
Signature: HEM LTD ▇▇▇▇ ▇▇▇▇▇▇▇, General Partner
For a custodian (CUST)
----------------------
The title as custodian should be provided in the signature; the name of the minor
should be listed; and the state in which the UGMA or UTMA was established should be
---- ----
identified.
▇▇▇▇ K STERTZBACK CUST
Registration: FBO ▇▇▇▇ ▇▇▇▇▇▇▇ STERTZBACK
UNIF GIFT MIN ACT PA
▇▇▇▇ ▇. Stertzback, Custodian
Signature: ▇▇▇▇ ▇▇▇▇▇▇▇ Stertzback, Minor
Pennsylvania
For a transfer on death (▇▇▇)
-----------------------------
The owner of the account, not the beneficiary, should sign.
Registration: ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Signature: ▇▇▇▇▇ ▇▇▇▇▇▇
For an Attorney-in-Fact (POA)
-----------------------------
The Attorney-in-Fact should sign.
RegistratJOHN ▇▇▇▇▇ RegistraMARY:▇▇▇▇▇, Agent For ▇▇▇▇
▇▇▇▇▇
SignatureJOHN ▇▇▇▇▇ (name is actually SignaturJOHN ▇▇▇▇▇ (name is actually
signed by Attorney-in-Fact) signed by Attorney-in-Fact)
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attorney-in-Fact for ▇▇▇▇ Attorney-in-Fact for ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇
SCHEDULE B -- FEE SCHEDULE
--------------------------
Each Fund shall pay an Administrative Fee of 0.15% of its average annual net
assets to Fund Agent to pay to SERVICE PROVIDER for providing the Services outlined
in Schedule A. The fees provided for in this Schedule shall be billable and
payable monthly.
In consideration of the receipt of the fees paid hereunder, SERVICE PROVIDER
shall provide the Services outlined in Schedule A, and shall be responsible for any
and all costs and out-of-pocket expenses associated with the provision of the
Services, including, but not limited to, any and all costs associated with the
delivery of documents pursuant to Section 7 of Schedule A (for example, without
limitation, fees charged by Automatic Data Processing, Inc. and all of the postage
expenses related to such mailings).
In accordance with Section 2 of the Agreement, Fund Agent, the Funds or their
respective affiliates or representatives shall have the right to, upon reasonable
notice, audit SERVICE PROVIDER's records in order to verify that all fees paid by
Fund Agent are in accordance with the terms of this Agreement, including this
Schedule B. Any amounts incorrectly billed by SERVICE PROVIDER shall be subject to
12% interest while outstanding.