As filed with the Securities and Exchange Commission on August 21, 2012
File No.002-93177
File No. 811-04108
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
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THE SECURITIES ACT OF 1933 |
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x |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 64 |
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and/or
REGISTRATION STATEMENT
UNDER
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THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 59 |
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x |
OPPENHEIMER VARIABLE ACCOUNT FUNDS
(a Delaware statutory trust as successor to Oppenheimer Variable Account Funds, a Massachusetts business trust)
(Exact Name as Specified in Charter)
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6803 South Tucson Way Centennial, Colorado |
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80112-3924 |
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(Address of Principal Executive Office) |
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(Zip Code) |
Registrant’s Telephone Number, including Area Code (303) 768-3200
Arthur S. Gabinet, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street
New York, NY 10281-1008
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
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¨ |
immediately upon filing pursuant to paragraph (b) |
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x |
on August 22, 2012 pursuant to paragraph (b) |
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¨ |
60 days after filing pursuant to paragraph (a)(1) |
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on (date) pursuant to paragraph (a)(1) |
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¨ |
75 days after filing pursuant to paragraph (a)(2) |
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¨ |
on (date) pursuant to paragraph (a)(2) of Rule 485 |
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¨ |
this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
DECLARATION REQUIRED BY RULE 24f-2 (a)
The issuer has registered an indefinite amount of its securities under the Securities Act of 1933 pursuant to Rule 24f-2(a). Notice for the Registrant’s fiscal year ended December 31, 2012 was filed on March 21, 2012.
The Registrant is the successor issuer to the Predecessor Registrant, a Massachusetts business trust (the “Predecessor Registrant”). By filing this Post-Effective Amendment to the currently effective Registration Statement on Form N-1A of the Predecessor Registrant (File No. 002-93177), the Registrant expressly adopts the Registration Statement of the Predecessor Registrant as its own Registration Statement for all purposes of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, effective August 22, 2012, immediately following the closing of a shell reorganization transaction between the Predecessor Registrant and the Registrant.
OPPENHEIMER VARIABLE ACCOUNT FUNDS
FORM N-1A
PART C
OTHER INFORMATION
Item 28. Exhibits
(a) Agreement and Declaration of Trust dated 8/15/12: Filed herewith.
(b) By-Laws dated 8/15/12: Filed herewith.
(c) (i) Article V of the Agreement and Declaration of Trust: Filed herewith and incorporated by reference.
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(ii) |
Article II of the By-Laws: Filed herewith and incorporated by reference |
(d) (i) Amended and Restated Investment Advisory Agreement for Oppenheimer Small- & Mid-Cap Growth Fund/VA dated 8/21/12: Filed herewith.
(ii) Amended and Restated Investment Advisory Agreement for Oppenheimer Balanced Fund/VA dated 8/21/12: Filed herewith.
(iii) Amended and Restated Investment Advisory Agreement for Oppenheimer Core Bond Fund/VA dated 8/21/12: Filed herewith.
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(iv) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Capital Appreciation Fund/VA dated 8/21/12: Filed herewith. |
(v) Amended and Restated Investment Advisory Agreement for Oppenheimer Global Securities Fund/VA dated 8/21/12: Filed herewith.
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(vi) |
Amended and Restated Investment Advisory Agreement for Oppenheimer High Income Fund/VA dated 8/21/12: Filed herewith. |
(vii) Amended and Restated Investment Advisory Agreement for Oppenheimer Main Street Fund/VA dated 8/21/12: Filed herewith.
(viii) Amended and Restated Investment Advisory Agreement for Oppenheimer Main Street Small- & Mid-Cap Fund/VA dated 8/21/12: Filed herewith.
(ix) Amended and Restated Investment Advisory Agreement for Oppenheimer Money Fund/VA dated 8/21/12: Filed herewith.
(x) Amended and Restated Investment Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA dated 8/21/12: Filed herewith.
(xi) Amended and Restated Investment Advisory Agreement for Oppenheimer Value Fund/VA dated 8/21/12: Filed herewith.
(xii) Investment Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA (Cayman) Ltd. dated 10/28/10: Previously filed with Registrant’s Post-Effective Amendment No. 60, (4/27/11), and incorporated herein by reference.
(xiii) Sub-Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA (Cayman) Ltd. dated 10/28/10: Previously filed with Registrant’s Post-Effective Amendment No. 60, (4/27/11), and incorporated herein by reference.
(e) (i) General Distributors Agreement for Service shares of Oppenheimer Small- & Mid-Cap Growth Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference.
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(ii) |
General Distributors Agreement for Service shares of Oppenheimer Core Bond Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(iii) |
General Distributors Agreement for Service shares of Oppenheimer Capital Appreciation Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(iv) |
General Distributors Agreement for Service shares of Oppenheimer Global Securities Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(v) |
General Distributors Agreement for Service shares of Oppenheimer High Income Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(vi) |
General Distributors Agreement for Service shares of Oppenheimer Main Street Fund/VA dated 5/1/98: Filed with Post-Effective Amendment 32, (4/29/98), and incorporated herein by reference. |
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(vii) |
General Distributors Agreement for Service shares of Oppenheimer Main Street Small- & Mid-Cap Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(viii) |
General Distributors Agreement for Service shares of Oppenheimer Money Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(ix) |
General Distributors Agreement for Service shares of Oppenheimer Global Strategic Income Fund/VA dated 5/1/98: Filed with Post-Effective Amendment No. 32, (4/29/98), and incorporated herein by reference. |
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(x) |
General Distributors Agreement for Service shares of Oppenheimer Value Fund/VA dated 10/22/02: Filed with Registrant’s Post-Effective Amendment No. 39, (12/20/02) and incorporated herein by reference. |
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(xi) |
Form of Participation Agreement: Previously filed with Registrant’s Post-Effective Amendment No. 52, (4/24/07), and incorporated herein by reference. |
(f) Form of Oppenheimer Funds Compensation Deferral Plan, As Amended and Restated
Effective 1/1/08: Previously filed with Post-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. No. 333-146105), (5/29/09), and incorporated herein by reference.
(ii) Amendment dated 9/28/10 to the Global Custody Agreement: Previously filed with Post-Effective Amendment No. 18 to the Registration Statement of Oppenheimer Main Street Small- & Mid-Cap Fund (Reg. No. 333-78269), (10/28/10), and incorporated herein by reference.
(h) Not applicable.
(i)
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(i) |
Opinion and Consent of Counsel for Oppenheimer Balanced Fund/VA: Filed herewith. |
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(ii) |
Opinion and Consent of Counsel for Oppenheimer Capital Appreciation Fund/VA: Filed herewith. |
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(iii) |
Opinion and Consent of Counsel for Oppenheimer Core Bond Fund/VA: Filed herewith. |
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(iv) |
Opinion and Consent of Counsel for Oppenheimer Global Securities Fund/VA: Filed herewith. |
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(v) |
Opinion and Consent of Counsel for Oppenheimer Global Strategic Income Fund/VA: Filed herewith. |
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(vi) |
Opinion and Consent of Counsel for Oppenheimer High Income Fund/VA: Filed herewith. |
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(vii) |
Opinion and Consent of Counsel for Oppenheimer Main Street Fund/VA: Filed herewith. |
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(viii) |
Opinion and Consent of Counsel for Oppenheimer Main Street Small- & Mid-Cap |
Fund/VA: Filed herewith.
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(ix) |
Opinion and Consent of Counsel for Oppenheimer Money Fund/VA: Filed herewith. |
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(x) |
Opinion and Consent of Counsel for Oppenheimer Small- & Mid-Cap Growth Fund/VA: Filed herewith. |
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(xi) |
Opinion and Consent of Counsel for Oppenheimer Value Fund/VA: Filed herewith. |
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(xii) |
Opinion and Consent of Delaware Counsel: Filed herewith. |
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(xiii) |
Opinion and Consent of Tax Counsel for Oppenheimer Balanced Fund/VA: Filed herewith. |
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(xiv) |
Opinion and Consent of Tax Counsel for Oppenheimer Capital Appreciation Fund/VA: Filed herewith. |
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(xv) |
Opinion and Consent of Tax Counsel for Oppenheimer Core Bond Fund/VA: Filed herewith. |
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(xvi) |
Opinion and Consent of Tax Counsel for Oppenheimer Global Securities Fund/VA: Filed herewith. |
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(xvii) |
Opinion and Consent of Tax Counsel for Oppenheimer Global Strategic Income Fund/VA: Filed herewith. |
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(xviii) |
Opinion and Consent of Tax Counsel for Oppenheimer High Income Fund/VA: Filed herewith. |
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(xix) |
Opinion and Consent of Tax Counsel for Oppenheimer Main Street Fund/VA: Filed herewith. |
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(xx) |
Opinion and Consent of Tax Counsel for Oppenheimer Main Street Small- & Mid-Cap Fund/VA: Filed herewith. |
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(xxi) |
Opinion and Consent of Tax Counsel for Oppenheimer Money Fund/VA: Filed herewith. |
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(xxii) |
Opinion and Consent of Tax Counsel for Oppenheimer Small- & Mid-Cap Growth Fund/VA: Filed herewith. |
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(xxiii) |
Opinion and Consent of Tax Counsel for Oppenheimer Value Fund/VA: Filed herewith. |
(j) Independent Registered Public Accounting Firm’s Consent: Previously filed with Registrant’s Post-Effective Amendment No. 62, (4/26/12), and incorporated herein by reference.
(k) Not applicable.
(l) Investment Letter dated 3/14/85 from Monarch Life Insurance Company to Registrant: Previously filed with Registrant’s Post-Effective Amendment No. 37, (4/24/02), and incorporated herein by reference.
(m) (i) Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Small- & Mid-Cap Growth Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference.
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(ii) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Balanced Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(iii) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Capital Appreciation Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(iv) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Core Bond Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(v) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Global Securities Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(vi) |
Amended and Restated Service Plan and Agreement for Class 4 shares of Oppenheimer Global Securities Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(vii) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer High Income Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(viii) |
Amended and Restated Service Plan and Agreement for Class 4 shares of Oppenheimer High Income Fund/VA dated 4/30/06: Previously filed with Registrant’s Post-Effective Amendment No. 52, (4/24/07), and incorporated herein by reference. |
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(ix) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Main Street Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(x) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Main Street Small- & Mid-Cap Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(xi) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Money Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(xii) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Global Strategic Income Fund/VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
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(xiii) |
Amended and Restated Distribution and Service Plan and Agreement for Service shares of Oppenheimer Value Fund /VA dated 10/28/05: Previously filed with Registrant’s Post-Effective Amendment No. 48, (04/28/06), and incorporated herein by reference. |
(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 as updated through 4/20/11: Previously filed with Post-Effective Amendment No. 5 to the Registration
Statement of Oppenheimer Transition 2010 Fund (Reg. No. 333-135516), (6/27/11), and incorporated herein by reference.
(o) (i) Powers of Attorney dated 11/16/11 for the following Trustees/Directors and Officers: Armstrong and Cameron: Previously filed with Pre-Effective Amendment No. 4 to the Registration Statement of Oppenheimer High Yield Opportunities Fund (Reg. No. 333-176889), (11/22/11), and incorporated herein by reference.
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(ii) |
Powers of Attorney for all Trustees/Directors and Officers except Armstrong and |
Cameron: Previously filed with Post-Effective Amendment No. 8 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. 333-146105), (3/27/12), and incorporated by reference.
(p) Code of Ethics of the Oppenheimer Funds, OppenheimerFunds, Inc. (including affiliates and subsidiaries) and OppenheimerFunds Distributor, Inc., dated as of 5/25/12 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed with Post-Effective Amendment No. 7 to the Registration Statement of Oppenheimer Transition 2010 Fund (Reg. No. 333-135516), (6/26/12), and incorporated herein by reference.
Item 29. - Persons Controlled by or Under Common Control with the Fund
None.
Item 30. - Indemnification
Reference is made to the provisions of Article VII of Registrant's Agreement and Declaration of Trust filed as Exhibit 28(a) to this Registration Statement, and incorporated herein by reference.
Insofar as indemnification for certain liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Item 31. - Business and Other Connections of the Investment Adviser
(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and affiliates act in the same capacity to other investment companies, including without limitation those described in Parts A and B hereof and listed in Item 31(b) below.
(b) There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.
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Other Business and Connections During the Past Two Years |
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Timothy L. Abbuhl, Senior Vice President |
Treasurer of Centennial Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc., Trinity Investment Management Corporation and OFI Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp.; Vice President and Assistant Treasurer of OppenheimerFunds Distributor, Inc. |
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Robert Agan, |
Senior Vice President of Shareholder Financial Services, Inc., OFI Institutional Asset Management, Inc. and Shareholders Services, Inc.; Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and OFI Private Investments Inc. |
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Obianyo Akunwafor, |
None |
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Carl Algermissen, |
Assistant Secretary of Centennial Asset Management Corporation. |
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Ramesh Allu, |
None |
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Michael Amato, |
None |
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Nicole Andersen, |
None |
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Konstantin Andreev, |
None |
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Raymond Anello, |
None |
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Janette Aprilante, |
Secretary (since December 2001) of: Centennial Asset Management Corporation, OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation (since June 2003), Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Shareholder Services, Inc., Trinity Investment Management Corporation (since January 2005), OppenheimerFunds Legacy Program, OFI Private Investments Inc. (since June 2003) and OFI Institutional Asset Management, Inc. (since June 2003). Assistant Secretary of OFI Trust Company (since December 2001). |
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Daryl Armstrong, |
None |
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Anthony Arnese, |
None |
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Emily Ast, |
Formerly an associate at Willkie Farr & Gallagher LLP. |
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Hany S. Ayad, |
None |
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Kevin Babikian, |
Formerly a senior associate at Dechert LLP (February 2010 – February 2012). |
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James F. Bailey, |
Senior Vice President of Shareholder Services, Inc. |
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Robert Baker, |
None |
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John Michael Banta, |
None |
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Anthony Barbato, |
None |
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Michael Barnes, |
None |
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Adam Bass, |
None |
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Kathleen Beichert, |
Vice President of OppenheimerFunds Distributor, Inc. |
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Emanuele Bergagnini, Vice President |
Vice President of OFI Institutional Asset Management, Inc. |
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Robert Bertucci, Vice President: Rochester Division |
None |
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Rajeev Bhaman, |
Vice President of OFI Institutional Asset Management, Inc. |
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Kamal Bhatia, |
Managing Director at TIAA-CREF (August 2006 – September 2011). |
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Ross Bielak, |
None |
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Adam Bierstedt, |
None |
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Mark Binning, Assistant Vice President |
None |
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Donal Bishnoi, Assistant Vice President |
None |
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Beth Bleimehl, |
None |
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Michael Block, |
Analyst at PB Capital (June 2011); Consultant for Sound Point Capital Management (January 2011 – June 2011). |
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Lisa I. Bloomberg, |
Assistant Secretary of Oppenheimer Real Asset Management, Inc. |
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Michelle Borre Massick, |
None |
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Lori E. Bostrom, |
Assistant Secretary of OppenheimerFunds Legacy Program. |
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Beth Botkin, |
None |
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John Boydell, |
None |
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Richard Britton, |
None |
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Jack Brown, |
Assistant Secretary of HarbourView Asset Management Corporation. |
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Roger Buckley, |
None |
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Joy Budzinski, |
None |
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Carla Buffulin, |
None |
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Stephanie Bullington, |
None |
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Julie Burke, |
None |
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Lisa Burke, |
None |
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JoAnne Butler, |
None |
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Debbie Byers, |
None |
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Mary Cademartori, |
Director and Associate General Counsel at UBS Financial Services Inc. (April 2007 – January 2011). |
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Christine Calandrella, |
None |
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Michael Camarella, |
None |
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Edward Campbell, |
None |
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Debra Casey, |
None |
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Herman Chan, |
None |
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Nitin Chandiramani, |
Senior Compliance Officer at JPMorgan Asset Management (March 2008 – August 2011). |
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Ronald Chibnik, |
None |
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Bhishek Choksey, |
None |
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Patrick Sheng Chu, |
None |
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H.C. Digby Clements, |
None |
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Thomas Closs, |
None |
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Darrin Clough, |
None |
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Stephanie Colca, |
None |
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David Cole, |
None |
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Tamara Colorado, |
None |
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Eric Compton, |
None |
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Ellen Comisar, |
None |
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Scott Cottier, |
None |
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William Couch, |
None |
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Geoffrey Craddock |
None |
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Terry Crady, |
None |
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Roger W. Crandall, |
President, Director and Chief Executive Officer of Massachusetts Mutual Life Insurance Company; Chairman of the Board & Class A Director of Oppenheimer Acquisition Corp. |
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Lisa Crotty, |
None |
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Jerry Cubbin, |
None |
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George Curry, |
Vice President of OppenheimerFunds Distributor, Inc. |
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Rushan Dagli, |
Vice President of OFI Private Investments Inc., Shareholder Financial Services, Inc. and Shareholder Services, Inc. |
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John Damian, |
Vice President of OFI Institutional Asset Management, Inc. |
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John Delano, |
None |
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Madeline Delianides, |
None |
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Kendra Delisa, |
None |
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Alessio de Longis, |
None |
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Brendan Deasy, |
None |
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Damaris De Los Santos, |
None |
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Richard Demarco, Assistant Vice President |
None |
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Mark Demitry, Vice President |
None |
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Robin Dey, Vice President |
None |
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Craig P. Dinsell, |
None |
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Randall C. Dishmon, |
None |
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Ryan Dolan, |
None |
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Steven D. Dombrower, |
Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc. |
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Andrew Doyle, |
None |
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Thomas Doyle, |
None |
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Adam Drvenkar, |
None |
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Robert Dunphy, |
None |
|
Brian Dvorak, |
None |
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Taylor Edwards, |
None |
|
Eden Elder, |
None |
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Peter Ellman, |
None |
|
Christopher Emanuel, |
None |
|
Daniel R. Engstrom, |
None |
|
James Robert Erven, |
None |
|
Dana Espinel, |
Senior Meetings Events Manager at Wolters Kluwer (May 2007 – October 2010). |
|
George R. Evans, |
None |
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Kathy Faber, |
None |
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David Falicia, |
Assistant Secretary of HarbourView Asset Management Corporation. |
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Matthew Farkas, |
None |
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Jason Farrell, |
None |
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Kristie Feinberg, |
Assistant Treasurer of Oppenheimer Acquisition Corp., Centennial Asset Management Corp., OFI Trust Company; Vice President of OFI Institutional Asset Management, Inc.; Treasurer of OppenheimerFunds Legacy Program, OFI Private Investments Inc.; Oppenheimer Real Asset Management, Inc. and HarbourView Asset Management Corporation. |
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Tracy Firmin, |
Branch Supervision Manager (December 2010 – November 2011) and Supervisory Principal (December 2005 – November 2011) at TIAA CREF. |
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Jonathan Fischer, |
None |
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Steven Fling, |
None |
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Colleen M. Franca, |
None |
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Debbie Francis, |
None |
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Diane Frankenfield, |
None |
|
Arthur Gabinet, |
Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private Investments, Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Vice President of Oppenheimer Acquisition Corp (since February 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (May 2010-December 2010). |
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Charles Gapay, |
None |
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Selin Gucelik, |
None |
|
Anthony W. Gennaro, Jr., |
Vice President of OFI Institutional Asset Management, Inc. |
|
Timothy Gerlach, |
None |
|
Charles Gilbert, |
None |
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Alan C. Gilston, |
Director of OFI Trust Company. |
|
Edward Gizzi, |
Associate at Willkie Farr & Gallagher, LLP (February 2006 – October 2010). |
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William F. Glavin, Jr., Chairman, Chief Executive Officer, President and Director |
Formerly Executive Vice President and co-Chief Operating Officer of MassMutual Financial Group; Director of OFI Institutional Asset Management, Inc. Tremont Group Holdings, Inc. and Oppenheimer Real Asset Management, Inc.; Chief Executive Officer, President & Management Director of Oppenheimer Acquisition Corp. |
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Jill E. Glazerman, |
None |
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Kevin Glenn, |
None |
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David Goldberg, |
None |
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Jennifer Goldstein, |
Director at BlackRock Inc. (December 2009 – August 2011). |
|
Jennifer Gomez, |
None |
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Manind Govil, |
Senior Vice President of OFI Institutional Asset Management, Inc. |
|
Raquel Granahan, |
Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc., and OppenheimerFunds Legacy Program. |
|
Daniel Grasman, |
None |
|
Samuel Groban, |
None |
|
Selin Gulcelik, |
None |
|
Daniel Gulko, |
None |
|
Jeff Guszak, |
None |
|
Jonathan Hagen, |
None |
|
Marilyn Hall, |
None |
|
Cheryl Hampton, |
None |
|
Kelly Haney, |
None |
|
Jason Harubin, |
None |
|
Steve Hauenstein, |
None |
|
Thomas B. Hayes, |
None |
|
Heidi Heikenfeld, |
None |
|
Lori Heinel |
Formerly a managing director and Head of Investment Solutions at Citi Private Bank. |
|
Nicholas Henry, |
None |
|
Philipp Hensler, |
Formerly CEO, Chairman and Managing Director at DWS Investment Distributors, Inc.; Director, Chairman of the Board & President of OppenheimerFunds Distributor, Inc.; Chairman, Chief Executive Officer & Director of Centennial Asset Management, Inc. |
|
Kenneth Herold, |
None |
|
Robert Herz, |
Managing Director at John W. Bristol & Co., Inc. (May 2003 – January 2011). |
|
Brian Hickey, |
None |
|
Joseph Higgins, |
Vice President of OFI Institutional Asset Management, Inc. and OFI Private Investments Inc. |
|
Todd Hiller, |
None |
|
Daniel Hoelscher, |
None |
|
Eivind Holte, |
None |
|
Craig Holloway, |
None |
|
Brian Hourihan, |
Assistant Secretary of Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., HarbourView Asset Management Corporation, OFI Institutional Asset Management, Inc. (since April 2006) and Trinity Investment Management Corporation; Secretary of OFI Trust Company. |
|
Lucienne Howell, |
None |
|
Edward Hrybenko, Senior Vice President |
Vice President of OppenheimerFunds Distributor, Inc. |
|
Douglas Huffman, |
None |
|
Margaret Hui, Vice President |
Vice President of HarbourView Asset Management Corporation. |
|
Dana Hunter, Assistant Vice President |
None |
|
Patrick Hurley, |
None |
|
Keith Hylind, |
None |
|
Kelly Bridget Ireland, |
None |
|
Christopher Ivezic, |
None |
|
Kathleen T. Ives, |
Vice President and Assistant Secretary of OppenheimerFunds Distributor, Inc. and Shareholder Services, Inc.; Assistant Secretary of Centennial Asset Management Corporation, HarbourView Asset Management Corporation, OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. |
|
Steel Jaykus, |
Global Head of Performance & Attribution (December 2009 – October 2011) at Morgan Stanley. |
|
Frank V. Jennings, |
None |
|
Diane Johnston, |
Director at Fidelity Investments (May 2009 – August 2011). |
|
Avinand Jutagir, |
None |
|
Lisa Kadehjian, Vice President |
None |
|
Rezo Kanovich, Vice President |
None |
|
Amee Kantesaria, Vice President, Assistant Counsel & Assistant Secretary |
Assistant Secretary of Oppenheimer Acquisition Corp. |
|
Cem Karacadag, Vice President |
None |
|
Sean Keller, |
None |
|
James Kennedy, |
None |
|
John Kiernan, |
None |
|
Robert Kinsey, |
Formerly a Senior Vice President and Senior Portfolio Specialist at ING Investment Management. |
|
Turgot Kisinbay, |
Economist at the International Monetary Fund (June 2002 – July 2011). |
|
Audrey Kiszla, |
None |
|
Daniel Kohn, |
None |
|
Martin S. Korn, |
None |
|
Arin Kornschankul, |
None |
|
Michael Kotlarz, |
None |
|
Brian Kramer, |
Assistant Treasurer of Oppenheimer Acquisition Corp. |
|
Magnus Krantz, |
None |
|
Alen Kreso, |
None |
|
Robert Kuhta, |
Client Service Lead at Slalom Consulting (September 2009 – June 2011) |
|
Alexander Kurinets, |
None |
|
Gloria LaFond, |
None |
|
Lisa Lamentino, |
None |
|
Eric Larson, |
None |
|
John Lech, |
None |
|
Helena Lee, |
Previously an associate at Citigroup (October 2006 – February 2011). |
|
Johnny C. Lee, |
None |
|
Young-Sup Lee, |
None |
|
Randy Legg, |
None |
|
Michael Leskinen, |
None |
|
Michael S. Levine, |
None |
|
Brian Levitt, |
None |
|
Justin Leverenz, |
None |
|
Gang Li, |
None |
|
Shanquan Li, |
None |
|
Julie A. Libby, |
President and Chief Operating Officer of OFI Private Investments Inc. |
|
Mitchell J. Lindauer, |
None |
|
William Linden, |
None |
|
Jay Lisowski, |
None |
|
Justin Livengood, |
None |
|
Jennifer Loew, |
Director of Business Development at Michael C. Fina Corporate Sales, Inc. (April 2010 – May 2011). |
|
Christina Loftus, |
None |
|
David P. Lolli, |
None |
|
Daniel G. Loughran, |
None |
|
David Lukkes, |
None |
|
Misha Lozovik, |
None |
|
Dongyan Ma, |
None |
|
Chris Marlowe, |
None |
|
Kenneth Martin, |
None |
|
William T. Mazzafro, |
None |
|
Melissa Mazer, |
None |
|
Neil McCarthy, |
Vice President of OFI Institutional Asset Management, Inc. and OFI Private Investments Inc. |
|
Elizabeth McCormack, |
Vice President and Assistant Secretary of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc., and OFI Trust Company. |
|
Joseph McDonnell, |
None |
|
Annika McGovern, |
None |
|
Joseph McGovern, |
None |
|
Benedict Mclaughlin, |
None |
|
William McNamara, |
Vice President of OFI Private Investments Inc. |
|
Michael Medev, |
None |
|
Krishna Memani, |
Senior Vice President of OFI Institutional Asset Management, Inc. |
|
Carlos Mena, |
Assistant Vice President of HarbourView Asset Management Corporation; Vice President at Bank of New York Mellon (February 2000 – January 2011). |
|
Jay Mewhirter, |
None |
|
Andrew J. Mika, Senior Vice President |
None |
|
Jan Miller, Assistant Vice President |
None |
|
Rejeev Mohammed, Assistant Vice President |
None |
|
David Moore, Vice President |
None |
|
Sarah Morrison, |
None |
|
Elizabeth Mossow, |
None |
|
Jill Mulcahy, |
None |
|
Christina Nasta, |
Vice President of OppenheimerFunds Distributor, Inc. |
|
Amie Nelson, |
None |
|
Eugene Nemirovsky, |
Senior Interactive Developer at Ogilvy & Mather (August 2006 – May 2011). |
|
Derek Newman, |
None |
|
Paul Newman, |
None |
|
Linh Nguyen, |
None |
|
Christopher Nicholson, |
None |
|
James B. O’Connell, |
None |
|
Patricia O’Connor, |
None |
|
Matthew O’Donnell, |
None |
|
Lisa Ogren, |
None |
|
Tony Oh, |
None |
|
Kristin Pak, |
None |
|
Lerae A. Palumbo, |
None |
|
Phillip Parrotta, |
None |
|
Kim Pascalau, |
Assistant Vice President of Shareholder Services, Inc. and Shareholder Financial Services, Inc. |
|
Monica Patel, |
Vice President and Senior HR Generalist (May 2010 – May 2011) and Lead HR Generalist (May 2011 – May 2012) at CITI. |
|
Robert H. Pemble, |
None |
|
Lori L. Penna, |
None |
|
Nadia Persaud, |
Formerly an associate at Sidley Austin, LLP. |
|
Brian Petersen, |
Assistant Treasurer of OppenheimerFunds Legacy Program. |
|
Marmeline Petion-Midy, |
None |
|
David Pfeffer, |
Management Director and Treasurer of Oppenheimer Acquisition Corp.; Director of OppenheimerFunds Distributor, Inc., OFI Private Investments Inc. and Oppenheimer Real Asset Management, Inc.; Director & Executive Vice President OFI Institutional Asset Management, Inc. and Trinity Investment Management Corporation; Senior Vice President of OFI Trust Company; Director & President of HarbourView Asset Management Corporation; Director of Shareholder Services, Inc., Centennial Asset Management Corporation, Tremont Group Holdings, Inc. and Shareholder Financial Services, Inc. |
|
James F. Phillips, |
None |
|
Gary Pilc, |
None |
|
Cheryl Pipia, |
None |
|
Michael Pleet, |
None |
|
Sergei Polevikov, |
None |
|
Stacy Pottinger, |
None |
|
Christopher Proctor, |
None |
|
John Ptasinski, |
Formerly a Senior Manager at Jeppesen Sanderson, and Boeing Company (November 2003 – January 2011). |
|
Ellen Puckett, |
None |
|
Charlie Pulire, |
None |
|
Jodi Pullman, |
None |
|
Paul Quarles, |
None |
|
Michael E. Quinn, |
None |
|
Jodi Robinowitz, |
Head of Talent Management and Acquisition at BNP Paribas (October 2008 – June 2011). |
|
Julie S. Radtke, |
None |
|
Benjamin Ram, |
Vice President of OFI Institutional Asset Management, Inc. |
|
Lun Rao, |
None |
|
Amber Reilly, |
None |
|
Jill Reiter, |
None |
|
Maria Ribeiro De Castro, |
None |
|
Benjamin Rockmuller, |
None |
|
Antoinette Rodriguez, |
None |
|
Lucille Rodriguez, |
None |
|
Michael Rollings, |
Executive Vice President and Chief Financial Officer of Massachusetts Mutual Life Insurance Company; Class A Director of Oppenheimer Acquisition Corp. |
|
Stacey Roode, |
Senior Vice President of OppenheimerFunds Legacy Program, Shareholder Financial Services, Inc. and Shareholder Services, Inc. |
|
Jacob Rothschild, |
Director of Digital Media & Business Development (June 2008 – November 2010). |
|
Sara Rosenblatt, |
None |
|
Erica Rualo, |
None |
|
Adrienne Ruffle, |
Assistant Secretary of OppenheimerFunds Legacy Program and OFI Private Investments Inc. |
|
Gerald Rutledge, |
None |
|
Sean Ryan, |
None |
|
Gary Salerno, |
None |
|
Catherine Sanders, |
President & Consultant (July 2009 – September 2011) of The Sanders Group. |
|
Valerie Sanders, |
None |
|
Mark Santero, |
None |
|
Carlos Santiago |
None |
|
Kurt Savallo, |
Formerly Senior Business Analyst at OppenheimerFunds, Inc. |
|
Marc Schmidt, |
None |
|
Erik Schneberger, |
Vice President at Morgan Stanley Smith Barney (January 2008 – May 2011). |
|
Patrick Schneider, |
None |
|
Scott A. Schwegel, |
None |
|
Melinda Scott, |
Assistant Controller at Transamerica Corporation (August 2002 – May 2012) |
|
Sibil Sebastian, |
Product Marketing associate at BlackRock (October 2010 – February 2012). |
|
Allan P. Sedmak, |
None |
|
Matthew Severski, |
None |
|
Jennifer L. Sexton, |
Senior Vice President of OFI Private Investments Inc. |
|
Amy Shapiro, |
Counsel at Lord, Abbett & Co. LLC (June 2005 – January 2012). |
|
Asutosh Shah, |
None |
|
Kamal Shah, |
None |
|
Tammy Sheffer, |
None |
|
Richard Shepley, |
None |
|
William Sheppard, |
None |
|
Mary Dugan Sheridan, |
None |
|
Nicholas Sherwood, |
None |
|
Joel Simon, |
None |
|
David C. Sitgreaves, |
None |
|
Jan Smith, |
None |
|
Stuart Smith, |
None |
|
Marc Sommer, |
Director of Finance & Administration at Hearst Corporation (February 2008 – August 2011). |
|
Louis Sortino, |
None |
|
Keith J. Spencer, |
None |
|
Tim Spitz, |
None |
|
Kirti Srikant, |
None |
|
Brett Stein, |
None |
|
Richard A. Stein, |
None |
|
Arthur P. Steinmetz, |
Director and Senior Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc.; Director & President of Oppenheimer Real Asset Management, Inc. |
|
Michael Sternhell, |
Formerly a securities litigator at Kramer Leven Naftalis & Frankel LLP. |
|
Benjamin Stewart, |
None |
|
Shannon Steward, |
None |
|
Wayne Strauss, |
None |
|
Peter Strzalkowski, |
Vice President of HarbourView Asset Management, Inc. |
|
Agata Strzelichowski, |
None |
|
Stuart Smith, |
None |
|
Amy Sullivan, |
Assistant Secretary of HarbourView Asset Management, Inc. |
|
Michael Sussman, |
Vice President of OppenheimerFunds Distributor, Inc. |
|
Saul Tessler, |
None |
|
Christopher Thabet, |
Assistant Vice President at ING Investment Management (May 2012 – April 2012). |
|
Kelly Thomas, |
None |
|
Tina Timm, |
None |
|
Igor Tishin, |
Formerly an employee at Troika Dialog USA (February 2005 – January 2011). |
|
Matthew Torpey, |
None |
|
Melinda Trujillo, |
None |
|
Leonid Tsvayg, |
None |
|
Angela Uttaro, |
None |
|
Tanya Valle, |
None |
|
Julie Van Cleave, |
None |
|
Clint Van Hellemont, |
None |
|
Mark S. Vandehey, |
Vice President and Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc.; Chief Compliance Officer of HarbourView Asset Management Corporation, Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Trinity Investment Management Corporation, OppenheimerFunds Legacy Program, OFI Private Investments Inc. and OFI Trust Company and OFI Institutional Asset Management, Inc. |
|
Raman Vardharaj, |
Vice President of OFI Institutional Asset Management, Inc. |
|
Rene Vecka, Rochester Division |
None |
|
Ryan Virag, |
None |
|
Alyse Vishnick, |
None |
|
Jake Vogelaar, |
None |
|
Phillip F. Vottiero, |
None |
|
Mark Wachter, |
None |
|
Kenneth Waddell, |
None |
|
Darren Walsh, |
President and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. |
|
Eliot Walsh, |
None |
|
Richard Walsh, |
Vice President of OFI Private Investments. |
|
Christopher Walston, |
None |
|
Samuel Wang, |
Director of Global Communications and Public Affairs at Citigroup, Inc. (January 2010 – October 2010). |
|
Elizabeth Ward, |
Senior Vice President and Chief Enterprise Risk Officer of Massachusetts Mutual Life Insurance Company; Class A Director of Oppenheimer Acquisition Corp. |
|
Teresa Ward, |
None |
|
Margaret Weaver, |
None |
|
Jerry A. Webman, |
Senior Vice President of HarbourView Asset Management Corporation. |
|
Christopher D. Weiler, |
None |
|
Adam Weiner, |
None |
|
Christine Wells, |
None |
|
Joseph J. Welsh, |
Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc. |
|
Lindsay Whetton, |
Wealth Management Director at TIAA-CREF (April 2006 – June 2011). |
|
Thomas Whitaker, |
None |
|
Laura White, |
Formerly a Vice President at Diversified (July 2010 – May 2012) |
|
Adam Wilde, |
Assistant Secretary of HarbourView Asset Management Corporation |
|
Mitchell Williams, |
None |
|
Martha Willis, |
Formerly Executive Vice President of Investment Product Management at Fidelity Investments; Director of OFI Private Investments Inc., Centennial Asset Management Corporation; President & Director of OppenheimerFunds Legacy Program. |
|
Troy Willis, Vice President, |
None |
|
John Wilson, |
None |
|
Brian W. Wixted, |
Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd., Oppenheimer Real Asset Management, Inc., Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Institutional Asset Management, Inc., OppenheimerFunds plc and OppenheimerFunds Legacy Program; Senior Vice President of OFI Private Investments Inc.; Treasurer and Chief Financial Officer of OFI Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp. |
|
Carol E. Wolf, |
Senior Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation; serves on the Board of the Colorado Ballet. |
|
Oliver Wolff, |
Assistant Secretary of HarbourView Asset Management Corporation. |
|
Caleb C. Wong, |
Vice President of OFI Institutional Asset Management, Inc. |
|
Geoffrey Yaworski, |
None |
|
Sookhee Yee, |
None |
|
John Yoder, |
Senior Counsel at the U.S. Securities and Exchange Commission (August 2005 – June 2011). |
|
Edward C. Yoensky, |
None |
|
Geoff Youell, |
None |
|
Anna Zatulovskaya, |
None |
|
Sara Zervos, |
None |
|
Steven Zhang, |
Director of Marketing and Business Analytics Lord Abbett & Co. (August 2005 – February 2012). |
|
Ronald Zibelli, Jr. |
None |
|
Matthew Ziehl, |
None |
The Oppenheimer Funds include the following:
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Corporate Bond Fund
Oppenheimer Currency Opportunities Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Markets Debt Fund
Oppenheimer Equity Fund
Oppenheimer Equity Income Fund
Oppenheimer Global Fund
Oppenheimer Global Multi Strategies Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Strategic Income Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds)
Oppenheimer Main Street Select Fund
Oppenheimer Main Street Small- & Mid-Cap Fund
Oppenheimer Master Event-Linked Bond Fund, LLC
Oppenheimer Master Loan Fund, LLC
Oppenheimer Master Inflation Protected Securities Fund, LLC
Oppenheimer Master International Value Fund, LLC
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
Active Allocation Fund
Equity Investor Fund
Conservative Investor Fund
Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Global Allocation Fund
Oppenheimer Flexible Strategies Fund
Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Intermediate Term Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Short Term Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer Small- & Mid-Cap Growth Fund
Oppenheimer Short Duration Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2025 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Transition 2040 Fund
Oppenheimer Transition 2050 Fund
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
Oppenheimer Balanced Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Core Bond Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer Global Strategic Income Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Fund/VA
Oppenheimer Main Street Small- & Mid- Cap Fund/VA
Oppenheimer Money Fund/VA
Oppenheimer Small- & Mid-Cap Growth Fund/VA
Oppenheimer Value Fund/VA
Panorama Series Fund
Oppenheimer International Growth Fund/VA
Rochester Fund Municipals
The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services, Inc., Centennial Asset Management Corporation, and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Centennial, Colorado 80112-3924.
The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation, Oppenheimer Acquisition Corp., OFI Private Investments Inc., OFI Institutional Asset Management, Inc. Oppenheimer Real Asset Management, Inc. and OFI Trust Company is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
The address of OppenheimerFunds International Ltd. is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.
The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania 16823.
Item 32. Principal Underwriter
(a) OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the investment adviser, as described in Part A and Part B of this Registration Statement and listed in Item
31(b) above (except Panorama Series Fund, Inc.) and for MassMutual Institutional Funds.
(b) The directors and officers of the Registrant's principal underwriter are:
|
Name & Principal |
Position & Office |
Position and Office |
|
Timothy Abbhul(1) |
Vice President and Treasurer |
None |
|
Robert Agan(2) |
Vice President |
None |
|
Michael Albert(1) |
Vice President |
None |
|
Anthony Allocco(2) |
Assistant Vice President |
None |
|
Janette Aprilante(2) |
Secretary |
None |
|
James Austin(1) |
Vice President |
None |
|
Paul Aynsley(2) |
Vice President |
None |
|
James Barker |
Vice President |
None |
|
Cesar Bastidas(2) |
Assistant Vice President |
None |
|
William Beagle(2) |
Vice President |
None |
|
Kathleen Beichert(1) |
Senior Vice President |
None |
|
Rocco Benedetto(2) |
Vice President |
None |
|
Christopher Bergeron(2) |
Vice President |
None |
|
Rick Bettridge 11504 Flowering Plum Lane Highland, UT 84003 |
Vice President |
None |
|
Adam Bilmes(2) |
Assistant Vice President |
None |
|
Paul Blease(2) |
Vice President |
None |
|
William Borders(2) |
Assistant Vice President |
None |
|
David A. Borrelli |
Vice President |
None |
|
Jeffrey R. Botwinick 4431 Twin Pines Drive |
Vice President |
None |
|
Sarah Bourgraf(1) |
Vice President |
None |
|
Joshua Broad(2) |
Vice President |
None |
|
Ken Brodsky(2) |
Vice President |
None |
|
Kevin E. Brosmith South Natlick, MA 01760 |
Senior Vice President |
None |
|
Ross Burkstaller 211 Tulane Drive SE Albuquerque, NM 87106 |
Vice President |
None |
|
Tracy Cairoli(2) |
Vice President |
None |
|
Mersin Capollari |
Vice President |
None |
|
Sean Carey(2) |
Assistant Vice President |
None |
|
Robert Caruso |
Vice President |
None |
|
Donelle Chisolm(2) |
Vice President |
None |
|
Andrew Chronofsky |
Vice President |
None |
|
Angelanto Ciaglia(2) |
Vice President |
None |
|
Nicholas Cirbo(1) |
Vice President |
None |
|
Kevin Clark(2) |
Assistant Vice President |
None |
|
Sean Clark (2) |
Vice President |
None |
|
John Corcoran(2) |
Vice President |
None |
|
Craig Colby(2) |
Vice President |
None |
|
Gerald James Concepcion(2) |
Vice President |
None |
|
Rodney Constable(1) |
Vice President |
None |
|
Cameron Cowden(2) |
Vice President |
None |
|
Neev Crane |
Vice President |
None |
|
Geoffrey Crumine(2) |
Senior Vice President |
None |
|
Scott Curran(2) |
Vice President |
None |
|
Michael Daley |
Vice President |
None |
|
Stephen J. Demetrovits(2) |
Vice President |
None |
|
Michael Dennehy(2) |
Vice President |
None |
|
Jeffrey Dickin(2) |
Vice President |
None |
|
Brian Dietrich(1) |
Assistant Vice President |
None |
|
Steven Dombrower |
Vice President |
None |
|
Robert Duffey(2) |
Vice President |
None |
|
Ryan Duffy(2) |
Vice President |
None |
|
Robert Dunphy(2) |
Vice President |
None |
|
Paul Eisenhardt(2) |
Senior Vice President |
None |
|
Kent M. Elwell |
Vice President |
None |
|
Rick Ernzen(2) |
Vice President |
None |
|
Dana Espinel(2) |
Assistant Vice President |
None |
|
Gregg A. Everett |
Vice President |
None |
|
George R. Fahey 9511 Silent Hills Lane |
Senior Vice President |
None |
|
Eric C. Fallon |
Vice President |
None |
|
Kristie Feinberg(2) |
Assistant Treasurer |
None |
|
Kristin Fenik(1) |
Vice President |
None |
|
Josean Fernandez(2) |
Assistant Vice President |
None |
|
Joseph Fernandez |
Vice President |
None |
|
Christopher Ferrara(2) |
Assistant Vice President |
None |
|
Michael Ferrer(2) |
Vice President |
None |
|
Mark J. Ferro |
Senior Vice President |
None |
|
Eric P. Fishel |
Vice President |
None |
|
Patrick W. Flynn |
Senior Vice President |
None |
|
John (“J”) Fortuna(2) |
Vice President |
None |
|
Jayme Fowler(2) |
Vice President |
None |
|
Diane Frankenfield(2) |
Senior Vice President |
None |
|
Jerry Fraustro(2) |
Vice President |
None |
|
William Friebel |
Vice President |
None |
|
Alice Fricke(2) |
Vice President |
None |
|
Alyson Frost(2) |
Assistant Vice President |
None |
|
Greg Fulginite(2) |
Vice President |
None |
|
Arthur S. Gabinet(2) |
General Counsel |
Secretary and Chief Legal Officer |
|
William Gahagan(2) |
Vice President |
None |
|
Hazem Gamal(2) |
Vice President |
None |
|
Charlotte Gardner(1) |
Vice President |
None |
|
Jack Goldin(2) |
Vice President |
None |
|
Michael Gottesman |
Vice President |
None |
|
Raquel Granahan(2) |
Senior Vice President |
None |
|
Eric Grossjung |
Vice President |
None |
|
Michael D. Guman |
Vice President |
None |
|
James E. Gunter 603 Withers Circle |
Vice President |
None |
|
LeaAnna Hartman(1) |
Vice President |
None |
|
Kevin J. Healy(2) |
Vice President |
None |
|
Kenneth Henry(2) |
Vice President |
None |
|
Philipp Hensler(2) |
Chairman, Chief Executive Officer & Director |
None |
|
Wendy G. Hetson(2) |
Vice President |
None |
|
Jennifer Hoelscher(1) |
Assistant Vice President |
None |
|
Eric Holquist(2) |
Vice President |
None |
|
Edward Hrybenko(2) |
Senior Vice President |
None |
|
Jason Hubersberger(2) |
Vice President |
None |
|
Brian F. Husch |
Vice President |
None |
|
Keith Hylind(2) |
Vice President |
None |
|
Vincent Iacono(2) |
Vice President |
None |
|
Kathleen T. Ives(1) |
Vice President & Assistant Secretary |
None |
|
Shonda Rae Jaquez(2) |
Vice President |
None |
|
Brian Johnson(1) |
Vice President |
None |
|
Eric K. Johnson 8588 Colonial Drive |
Senior Vice President |
None |
|
Scott Kelley(1) |
Vice President |
None |
|
Richard Keri (2) |
Senior Vice President |
None |
|
Brian Kiley(2) |
Vice President |
None |
|
Richard Klein Minneapolis, MN 55419 |
Senior Vice President |
None |
|
Brent A. Krantz 61500 Tam McArthur Loop |
Senior Vice President |
None |
|
Eric Kristenson(2) |
Vice President |
None |
|
Lamar Kunes(2) |
Vice President |
None |
|
David T. Kuzia 10258 S. Dowling Way Highlands Ranch, CO 80126 |
Vice President |
None |
|
John Laudadio(2) |
Vice President |
None |
|
Daniel Lee(2) |
Assistant Vice President |
None |
|
Wendy Lee(2) |
Vice President |
None |
|
John Leonard(2) |
Vice President |
None |
|
Jesse Levitt(2) |
Vice President |
None |
|
Julie Libby(2) |
Senior Vice President |
None |
|
Eric J. Liberman 27 Tappan Ave., Unit West |
Vice President |
None |
|
Lorna Lindquist(2) |
Vice President |
None |
|
Malissa Lischin(2) |
Vice President |
None |
|
Christina Loftus(2) |
Senior Vice President |
None |
|
Thomas Loncar 1401 North Taft Street, Apt. 726 |
Vice President |
None |
|
Peter Maddox(2) |
Vice President |
None |
|
Michael Malik |
Vice President |
None |
|
Joseph Marich(2) |
Vice President |
None |
|
Steven C. Manns 1627 N. Hermitage Avenue |
Vice President |
None |
|
Todd A. Marion 24 Midland Avenue |
Vice President |
None |
|
LuAnn Mascia(2) |
Vice President |
None |
|
Anthony Mazzariello(2) |
Vice President |
None |
|
Derren McDaniel(1) |
Vice President |
None |
|
John C. McDonough New Canaan, CT 06840 |
President and Director |
None |
|
Brian McGinty(1) |
Vice President |
None |
|
Kent C. McGowan Edmonds, WA 98020 |
Vice President |
None |
|
William McNamara(2) |
Vice President |
None |
|
Daniel Melehan(2) |
Vice President |
None |
|
Brian F. Medina 3009 Irving Street Denver, CO 80211 |
Vice President |
None |
|
Toller Miller(1) |
Vice President |
None |
|
Clint Modler(1) |
Vice President |
None |
|
Joseph Moran(2) |
Senior Vice President |
None |
|
Jason Morris(2) |
Assistant Vice President |
None |
|
Amy Mosser(1) |
Assistant Vice President |
None |
|
Robert Moser 9650 East Aspen Hill Circle Lone Tree, CO 80124 |
Vice President |
None |
|
James Mugno(2) |
Vice President |
None |
|
Matthew Mulcahy(2) |
Vice President |
None |
|
Wendy Jean Murray |
Vice President |
None |
|
Kimberly Mustin(2) |
Senior Vice President |
None |
|
John S. Napier 17 Hillcrest Ave. |
Senior Vice President |
None |
|
Christina Nasta(2) |
Senior Vice President |
Chief Business Officer and Vice President |
|
Kevin P. Neznek(2) |
Senior Vice President |
None |
|
Nichola Noriega(2) |
Vice President |
None |
|
Christopher Nicholson(2) |
Vice President |
None |
|
Chad Noel(2) |
Vice President |
None |
|
Peter Novak(2) |
Vice President |
None |
|
Timothy O’Connell(2) |
Vice President |
None |
|
Alan Panzer6755 Ridge Mill Lane |
Vice President |
None |
|
Maria Paster(2) |
Assistant Vice President |
None |
|
Ashley Patten(1) |
Vice President |
None |
|
Donald Pawluk(2) |
Vice President |
None |
|
Brian C. Perkes Frisco, TX 75034 |
Vice President |
None |
|
Charles K. Pettit(2) |
Vice President |
None |
|
David Pfeffer(2) |
Director |
None |
|
Andrew Phillips(1) |
Assistant Vice President |
None |
|
Megan Pigott(2) |
Assistant Vice President |
None |
|
Cheryl Pipia(2) |
Senior Vice President |
None |
|
Rachel Powers(1) |
Vice President |
None |
|
Nicole Pretzel(2) |
Vice President |
None |
|
Minnie Ra 100 Dolores Street, #203 Carmel, CA 93923 |
Vice President |
None |
|
Dustin Raring |
Vice President |
None |
|
Richard E. Rath |
Vice President |
None |
|
William J. Raynor(2) |
Vice President |
None |
|
Dennis Robinson(1) |
Vice President |
None |
|
Ian M. Roche |
Vice President |
None |
|
Michael Rock(2) |
Vice President |
None |
|
Stacy Roode(1) |
Vice President |
None |
|
Thomas Sabow |
Vice President |
None |
|
Mark Santero(2) |
Senior Vice President |
None |
|
John Saunders |
Vice President |
None |
|
Timothy Scanlan(2) |
Vice President |
None |
|
Alex Schardt(2) |
Vice President |
None |
|
Thomas Schmitt 40 Rockcrest Rd Manhasset, NY 11030 |
Vice President |
None |
|
William Schories |
Vice President |
None |
|
Jennifer Sexton(2) |
Vice President |
None |
|
Jeffrey Sharon(2) |
Vice President |
None |
|
Kenneth Shell(1) |
Vice President |
None |
|
Debbie A. Simon Chicago, IL 60611 |
Vice President |
None |
|
Bryant Smith(2) |
Vice President |
None |
|
Aaron Spatz(2) |
Vice President |
None |
|
Christopher M. Spencer |
Vice President |
None |
|
John A. Spensley 375 Mallard Court |
Vice President |
None |
|
Michael Staples 4255 Jefferson St Apt 328 Kansas City, MO 64111 |
Vice President |
None |
|
Alfred St. John(2) |
Vice President |
None |
|
Bryan Stein |
Vice President |
None |
|
Robert Stidham |
Vice President |
None |
|
Brian C. Summe Crestview Hills, KY 41017 |
Vice President |
None |
|
Michael Sussman(2) |
Vice President |
None |
|
George T. Sweeney Hummelstown, PA 17036 |
Senior Vice President |
None |
|
Leo Tallon(2) |
Vice President |
None |
|
Brian Taylor(2) |
Vice President |
None |
|
James Taylor(2) |
Vice President |
None |
|
Paul Temple(2) |
Vice President |
None |
|
David G. Thomas Leesburg, VA 20176 |
Vice President |
None |
|
Luz Touma(2) |
Vice President |
None |
|
Cenk Toroslu(1) |
Vice President |
None |
|
Wesley Vance(2) |
Vice President |
None |
|
Mark S. Vandehey(1) |
Vice President and Chief Compliance Officer |
Vice President and Chief Compliance Officer |
|
Richard Walsh(2) |
Vice President |
None |
|
Vincent Vermette(2) |
Vice President |
None |
|
Janeanne Weickum(1) |
Vice President |
None |
|
Michael J. Weigner Tampa, FL 33629 |
Vice President |
None |
|
Donn Weise Los Angeles, CA 90064 |
Vice President |
None |
|
Chris G. Werner 98 Crown Point Place Castle Rock, CO 80108 |
Vice President |
None |
|
Jason Widener(2) |
Vice President |
None |
|
Ryan Wilde(1) |
Vice President |
None |
|
Patrick Wisneski(1) |
Vice President |
None |
|
Meredith Wolff(2) |
Vice President |
None |
|
Kevin Woodson(1) |
Assistant Vice President |
None |
|
Cary Patrick Wozniak |
Vice President |
None |
|
David Zicchinella(2) |
Assistant Vice President |
None |
|
Steven Zito(1) |
Vice President |
None |
(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY 10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(c) Not applicable.
Item 33. Location of Accounts and Records
The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.
Item 34. Management Services
Not applicable.
Item 35. Undertakings
The financial statements of Oppenheimer Global Strategic Income Fund/VA (Cayman) Ltd., the wholly-owned subsidiary of Oppenheimer Global Strategic Income Fund/VA, will be updated each time the financial statements of Oppenheimer Global Strategic Income Fund/VA are updated.
The books and records of the Fund’s wholly-owned subsidiary will be made available to inspection to the same extent as the Fund’s.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and State of New York on the 21st day of August, 2012.
Oppenheimer Variable Account Funds
By: William F. Glavin, Jr.*
William
F. Glavin, Jr., President
Principal Executive Officer and Trustee
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities on the dates indicated:
Signatures Title Date
William L. Armstrong* Chairman of the August
21, 2012
William L. Armstrong Board of Trustees
William F. Glavin, Jr * President, Principal August 21, 2012
William F. Glavin, Jr Executive Officer and Trustee
Brian W. Wixted* Treasurer, Principal August 21,
2012
Brian W. Wixted Financial & Accounting Officer
Edward L. Cameron*
Trustee August 21, 2012
Edward L. Cameron
Jon S. Fossel*
Trustee August 21, 2012
Jon S. Fossel
Sam Freedman*
Trustee August 21, 2012
Sam Freedman
Richard F. Grabish*
Trustee August 21, 2012
Richard F. Grabish
Beverly L. Hamilton*
Trustee August 21, 2012
Beverly L. Hamilton
Victoria J. Herget*
Trustee August 21, 2012
Victoria J. Herget
Robert J. Malone* Trustee August 21, 2012
Robert J. Malone
F. William Marshall, Jr.*
Trustee August 21, 2012
F. William Marshall, Jr.
Karen L. Stuckey*
Trustee August 21, 2012
Karen L. Stuckey
James D. Vaughn*
Trustee August 21, 2012
James D. Vaughn
*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact
OPPENHEIMER VARIABLE ACCOUNT FUNDS
Post-Effective Amendment No. 64
Registration No. 2-93177
EXHIBIT INDEX
Exhibit No. Description
28(a) Agreement and Declaration of Trust
28(b) By-Laws
28(d)
|
(i) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Small- & Mid-Cap Growth Fund/VA |
|
(ii) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Balanced Fund/VA |
|
(iii) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Core Bond Fund/VA |
|
(iv) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Capital Appreciation Fund/VA |
|
(v) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Global Securities Fund/VA |
|
(vi) |
Amended and Restated Investment Advisory Agreement for Oppenheimer High Income Fund/VA |
|
(vii) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Main Street Fund/VA. |
|
(viii) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Main Street Small- & Mid-Cap Fund/VA |
|
(ix) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Money Fund/VA |
|
(x) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Global Strategic Income Fund/VA |
|
(xi) |
Amended and Restated Investment Advisory Agreement for Oppenheimer Value Fund/VA. |
28(i)
(i) Opinion and Consent of Counsel for Oppenheimer Balanced Fund/VA
|
(ii) |
Opinion and Consent of Counsel for Oppenheimer Capital Appreciation Fund/VA |
(iii) Opinion and Consent of Counsel for Oppenheimer Core Bond Fund/VA
(iv) Opinion and Consent of Counsel for Oppenheimer Global Securities Fund/VA
(v) Opinion and Consent of Counsel for Oppenheimer Global Strategic Income
Fund/VA
(vi) Opinion and Consent of Counsel for Oppenheimer High Income Fund/VA
(vii) Opinion and Consent of Counsel for Oppenheimer Main Street Fund/VA
(viii) Opinion and Consent of Counsel for Oppenheimer Main Street Small- &
Mid-Cap Fund/VA
(ix) Opinion and Consent of Counsel for Oppenheimer Money Fund/VA
(x) Opinion and Consent of Counsel for Oppenheimer Small- & Mid-Cap
Growth Fund/VA
(xi) Opinion and Consent of Counsel for Oppenheimer Value Fund/VA
(xii) Opinion and Consent of Delaware Counsel
(xiii) Opinion and Consent of Tax Counsel for Oppenheimer Balanced
Fund/VA
(xiv) Opinion and Consent of Tax Counsel for Oppenheimer Capital Appreciation
Fund/VA
(xv) Opinion and Consent of Tax Counsel for Oppenheimer Core Bond Fund/VA
(xvi) Opinion and Consent of Tax Counsel for Oppenheimer Global Securities
Fund/VA
(xvii) Opinion and Consent of Tax Counsel for Oppenheimer Global Strategic
Income Fund/VA
(xviii) Opinion and Consent of Tax Counsel for Oppenheimer High Income
Fund/VA
(xix) Opinion and Consent of Tax Counsel for Oppenheimer Main Street Fund/VA
(xx) Opinion and Consent of Tax Counsel for Oppenheimer Main Street Small- &
Mid-Cap Fund/VA
(xxi) Opinion and Consent of Tax Counsel for Oppenheimer Money Fund/VA
(xxii) Opinion and Consent of Tax Counsel for Oppenheimer Small- & Mid-Cap
Growth Fund/VA
(xxiii) Opinion and Consent of Tax Counsel for Oppenheimer Value Fund/VA
Agreement and Declaration of Trust
of
OPPENHEIMER VARIABLE ACCOUNT FUNDS
THIS AGREEMENT AND DECLARATION OF TRUST is made as of August 15, 2012 for the purpose of forming a Delaware statutory trust in accordance with the provisions hereinafter set forth.
WHEREAS, the Trust shall be formed under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
NOW, THEREFORE, the Trustees do hereby declare that the Trustees will hold IN TRUST all cash, securities and other assets that the Trust now possesses or may hereafter acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions.
|
Article I |
|
Section 1.1 Name
. The name of the Trust is Oppenheimer Variable Account Funds and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine. The Trustees may, without Shareholder approval, change the name of the Trust or any Series or Class and adopt such other name as they deem proper. Any name change of any Series or Class shall become effective upon approval by the Trustees of such change or any document (including any Registration Statement) reflecting such change. Any name change of the Trust shall become effective upon the filing of a certificate of amendment under the Delaware Act reflecting such change. Any such action shall have the status of an amendment to this Declaration of Trust. In the event of any name change, the Trustees shall cause notice to be given to the affected Shareholders within a reasonable time after the implementation of such change, which notice will be deemed given if the changed name is reflected in any Registration Statement.
Section 1.2 Definitions
. Whenever used herein, unless otherwise required by the context or specifically provided:
(a) “By-Laws” shall mean the By-Laws of the Trust as amended from time to time, which By-Laws are expressly herein incorporated by reference as part of the “governing instrument” within the meaning of the Delaware Act;
|
(b) |
“Certificate of Trust” shall mean the certificate of trust, as amended or restated from time to time, filed by the Trustees in the Office of the Secretary of State of the State of Delaware in accordance with the Delaware Act to form the Trust; |
|
(c) |
“Class” shall mean a class of Shares of the Trust or of any Series of the Trust established in accordance with the provisions of Article III hereof; |
|
(d) |
“Commission,” “Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act; |
|
(e) |
“Covered Person” shall have the meaning given it in Section 7.5 hereof; |
|
(f) |
“Declaration of Trust” shall mean this Agreement and Declaration of Trust, as amended or restated from time to time; |
|
(g) |
“Delaware Act” shall mean the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq.; |
|
(h) |
“Exchange” shall have the meaning given it in Section 6.2(a) hereof; |
|
(i) |
“General Assets” shall have the meaning given it in Section 3.6(a) hereof; |
|
(j) |
“Investment Manager” or “Manager” shall mean a party furnishing services to the Trust pursuant to any contract described in Section 4.8 hereof; |
|
(k) |
“1940 Act” shall mean the Investment Company Act of 1940 and the rules and regulations thereunder and interpretations thereunder, and any order or orders thereunder which may from time to time be applicable to the Trust. References herein to specific sections of the 1940 Act shall be deemed to include such rules and regulations as are applicable to such sections as determined by the Trustees or their designees; |
|
(l) |
“Person” shall mean and include individuals, corporations, limited liability companies, partnerships, trusts, associations, joint ventures, estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether domestic or foreign; |
|
(m) |
“Registration Statement” shall mean the Trust’s registration statement or statements as filed with the Commission, as from time to time in effect and shall include any prospectus or statement of additional information forming a part thereof; |
|
(n) |
“Schedule A” shall have the meaning given it in Section 3.6 hereof; |
|
(o) |
“Series” shall mean each series of Shares referenced in, or established under or in accordance with, the provisions of Article III; |
|
(p) |
“Shareholder” shall mean a record owner of outstanding Shares; |
|
(q) |
“Shares” shall mean the shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time and includes fractions of Shares as well as whole Shares; |
|
(r) |
“Trust” shall mean the Delaware statutory trust established under the Delaware Act by this Declaration of Trust and the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware; |
|
(s) |
“Trust Property” shall mean any and all property, real or personal, tangible or intangible, that is from time to time owned or held by or for the account of the Trust; and |
|
(t) |
“Trustees” or “Board of Trustees” shall mean the persons who have signed this Declaration of Trust and all other persons who may from time to time be duly elected or appointed to serve as Trustees in accordance with the provisions hereof, in each case so long as such person shall continue in office in accordance with the terms of this Declaration of Trust, and reference herein to a Trustee or the Trustees shall refer to such person or persons in his, her or their capacities as trustee or trustees hereunder. Unless otherwise required by the context or specifically provided, any reference herein to the Trustees shall refer to the Trustee at any time that there is only one Trustee of the Trust. |
|
Article II |
|
|
Article III |
|
Section 3.1 Division of Beneficial Interest
. The beneficial interest in the Trust shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized to issue an unlimited number of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise determined, and subject to any conditions set forth, by the Trustees. Subject to the further provisions of this Article III and any applicable requirements of the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization or vote of the Shareholders of any Series or Class, (i)
to divide the beneficial interest in each Series or Class into Shares, with or without par value as the Trustees shall determine (provided that unless the Trustees shall otherwise determine, all Shares shall have a par value of $0.001), (ii) to issue Shares without limitation as to number (including fractional Shares and Shares held in the treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time or times and on such terms as the Trustees may deem appropriate, (iii) to establish and designate and to change in any manner any Series or Class and to fix such preferences, voting powers, rights, duties and privileges and business purpose of each Series or Class as the Trustees may from time to time determine, which preferences, voting powers, rights, duties and privileges may be senior or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the Trust, (iv) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held with respect to the Trust or such Series or Class, (v) to classify or reclassify any Shares of the Trust or any Series or Class into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class) and (vi) to take such other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable.
Subject to the distinctions permitted among Classes of the Trust or any Series as established by the Trustees consistent with the requirements of the 1940 Act, each Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and each Shareholder of the Trust or any Series shall be entitled to receive such Shareholder’s pro rata share of distributions of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series, the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust.
All references to Shares in this Declaration of Trust shall be deemed to be Shares of the Trust and of any or all Series or Classes, as the context may require. All provisions herein relating to the Trust shall apply equally to each Series of the Trust and each Class, except as the context otherwise requires.
Notwithstanding any other provision of this Declaration of Trust, including Section 4.5 hereof, all Shares issued hereunder, including Shares issued in connection with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided by the Trustees, Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. Shares held in the Trust’s treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares.
Section 3.2 Ownership of Shares
. The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall contain the names and addresses of the Shareholders and the Shares held by each Shareholder. No certificates certifying the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of Share certificates, the transfer of Shares and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder. No Shareholder shall be entitled to receive payment of any distribution or to have notice given to such Shareholder of any meeting or other action in respect of the Trust or any Series or Class until such Shareholder has given its address and such other information as shall be required to such officer or agent of the Trust or such Series or Class as shall keep the record books of the Trust or such Series or Class for entry thereof.
Section 3.3 Transfer of Shares
. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust’s transfer or similar agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer or similar agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.
Section 3.4 Investments in the Trust
. Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration as the Trustees or their authorized agents from time to time may authorize in their sole discretion. The Trustees and their authorized agents shall have the right to refuse to issue Shares to any Person at any time and for any reason.
Section 3.5 Status of Shares and Limitation of Personal Liability
. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder shall be held to have expressly assented and agreed to the terms hereof. The death, incapacity, dissolution, termination or bankruptcy of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles such representative only to the rights of such Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, nor, except as specifically provided herein, to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay.
Section 3.6 Establishment of Series and Classes of Shares
. Subject to the provisions of this Section 3.6, the Trust shall consist of the Series and Classes indicated on Schedule A attached hereto (“Schedule A”), as such Schedule A may be amended from time to time. The Series and Classes indicated on Schedule A as of the date hereof are hereby established and are referred to as the “Initial Series and Classes.” The establishment of any Series or Class of Shares (other than the Initial Series and Classes) shall be effective upon the adoption by the Trustees of a resolution that sets forth the designation of, or otherwise identifies, such Series or Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth the designation of, or otherwise identifies, such Series or Class including any Registration Statement, any amendment and/or restatement of this Declaration of Trust and/or Schedule A or as otherwise provided in such resolution. Upon the establishment of any Series or Class of Shares or the termination of any existing Series or Class of Shares, Schedule A shall be amended to reflect the addition or termination of such Series or Class and any officer of the Trust is hereby authorized to make such amendment; provided that the amendment of Schedule A shall not be a condition precedent to the establishment or termination of any Series or Class in accordance with this Declaration of Trust. The relative rights and preferences of each Series and each Class (including the Initial Series and Classes) shall be as set forth herein and as set forth in any Registration Statement relating thereto, unless (with respect to any Series or Class other than the Initial Series and Classes) otherwise provided in the resolution establishing such Series or Class. Any action that may be taken by the Trustees with respect to any Series or Class, including any addition, modification, division, combination, classification, reclassification, change of name or termination may be made in the same manner as the establishment of such Series or Class.
Unless otherwise provided in any Registration Statement relating thereto, Shares of the Initial Series and Classes and each additional Series or Class established pursuant to this Article III (unless otherwise provided in the resolution establishing such additional Series or Class), shall have the following relative rights and preferences:
(a) Assets Held with Respect to a Particular Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably be held with respect to that Series for all purposes, and shall be so recorded upon the books of account of the Trust. Such consideration, assets, income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as “assets held with respect to” that Series. In the event that the Trust has only issued Shares of two or more Series (and not Shares of the Trust) and there are any assets, income, earnings, profits and proceeds thereof, funds or payments that are not readily identifiable as assets held with respect to any particular Series (collectively “General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Assets so allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.
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(b) |
Liabilities Held with Respect to a Particular Series. All liabilities of the Trust held with respect to a particular Series and all expenses, costs, charges and reserves attributable to that Series shall be charged against the assets held with respect to that Series. Any general liabilities of the Trust that are not readily identifiable as being held with respect to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. All liabilities, expenses, costs, charges, and reserves so charged to a Series are herein referred to as “liabilities held with respect to” that Series. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. All liabilities held with respect to a particular Series shall be enforceable against the assets held with respect to such Series only and not against the assets of the Trust generally or against the assets held with respect to any other Series and, except as otherwise provided in this Declaration of Trust with respect to the allocation of General Assets, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series thereof shall be enforceable against the assets of such Series. Notice of this limitation on inter-Series liabilities shall be set forth in the Certificate of Trust or in an amendment thereto. To the extent required by Section 3804(a) of the Delaware Act in order to give effect to the limitation on inter-Series liabilities set forth in this Section 3.6, (i) |
separate and distinct records shall be maintained for each Series, (ii) the assets held with respect to each Series shall be held in such separate and distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct records separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such Series and/or
(iii) the records maintained for each Series shall account for the assets held with respect to such Series separately from the assets of any other Series and from the General Assets of the Trust not allocated to such Series.
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(c) |
Dividends, Distributions, Redemptions, and Repurchases. Notwithstanding any other provisions of this Declaration of Trust, including Article VI, no dividend or distribution on the Shares of any Series, including any distribution paid in connection with termination of the Trust or such Series or any Class of such Series, nor any redemption or repurchase of, the Shares of such Series or Class shall be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have the sole discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon all Shareholders for all purposes. |
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(d) |
Fractions. Any fractional Share of the Trust or any Series shall carry proportionately all the rights and obligations of a whole Share of the Trust or any Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares and termination of the Trust. |
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(e) |
Exchange Privilege. The Trustees shall have the authority to provide that the Shareholders of any Series or Class shall have the right to exchange such Shares for Shares of one or more other Series or Class of Shares or for interests in one or more trusts, corporations or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as may be established by the Trustees. |
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(f) |
Combination of Series and Classes. The Trustees shall have the authority, without the approval of the Shareholders of the Trust or any Series or Class unless otherwise required by applicable federal law, to combine the assets and liabilities held with respect to any two or more Series or Classes into assets and liabilities held with respect to a single Series or Class and in connection therewith to cause the Shareholders of each such Series or Class to become shareholders of such single Series or Class. |
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(g) |
Elimination of Series or Classes. At any time that there are no Shares outstanding of any particular Series or Class previously established, the Trustees may abolish that Series or Class and rescind the establishment thereof. |
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(h) |
Division of Series or Classes. The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class unless otherwise required by applicable federal law, to divide the assets and liabilities held with respect to any Series or Class into assets and liabilities held with respect to an additional one or more Series or Classes and in connection therewith to cause some or all of the Shareholders of such Series or Class to be admitted as Shareholders of such additional one or more Series or Classes. |
Section 3.7 Constant Net Asset Value
. If the Trust or any Series or Class holds itself out as a money market or stable value fund, the Trustees shall have the power to reduce the number of outstanding Shares of the Trust or such Series or Class by reducing the number of Shares in the account of each Shareholder on a pro rata basis, or to take such other measures as are not prohibited by the 1940 Act, so as to maintain the net asset value per share of the Trust or such Series or Class at a constant dollar amount.
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Article IV |
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Section 4.1 Number, Election and Tenure
. The initial Trustees shall be the persons initially signing this Declaration of Trust. The number of Trustees shall be the number of persons so signing until changed by the Trustees, and the Trustees may fix the number of Trustees from time to time; provided that the number of Trustees shall at all times be at least one (1). Each Trustee shall serve during the continued lifetime of the Trust until the next meeting of Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor or, if sooner, until he or she dies, declines to serve, resigns, retires, is removed, is incapacitated or is otherwise unable or unwilling to serve as herein provided. Shareholders shall not be entitled to elect Trustees except as required by the 1940 Act. To the extent required by the 1940 Act, the Shareholders shall elect the Trustees on such dates as the Trustees may fix from time to time. Any Trustee may resign at any time by an instrument signed by him and delivered to any officer of the Trust or to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any compensation for any period following the effective date of his or her resignation or removal, or any right to damages on account of such removal. The Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. In the event that after the proxy material has been printed for a meeting of Shareholders at which Trustees are to be elected any one or more nominees named in such proxy material dies or become incapacitated or is otherwise unable or unwilling to serve, the authorized number of Trustees shall be automatically reduced by the number of such nominees, unless the Board of Trustees prior to the meeting shall otherwise determine. Any Trustee may be removed by action of a majority of the Trustees with or without cause. Any Trustee may be removed with or without cause at any meeting of Shareholders by a vote of two-thirds of the total combined net asset value of all Shares of the Trust issued and outstanding. A meeting of Shareholders for the purpose of electing or removing one or more Trustees shall be called as provided in the By-Laws.
Section 4.2 Effect of Death, Resignation, etc. of a Trustee
. The death, declination to serve, resignation, retirement, removal, or incapacity of one or more Trustees, or all of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Declaration of Trust. Whenever there shall be fewer than the designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. As evidence of such vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to the provisions of Section 16(a) of the 1940 Act.
Section 4.3 Powers
. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove, with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise, including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes. In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees. Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without any vote or consent of the Shareholders.
Without limiting the foregoing, the Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
(a) To invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire, own, hold, pledge, mortgage, hypothecate, lease, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise deal in, or dispose of, any form of property, including foreign currencies and related instruments and contracts for the future acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including all types of bonds, debentures, stocks, warrants, time notes, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, dollar rolls, convertible securities, forward contracts, options, futures contracts, swaps, other financial contracts or derivative instruments and securities issued by an investment company registered under the 1940 Act or any series thereof, bankers’ acceptances, and other securities of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including states, territories, and possessions of the United States and the District of Columbia and any political subdivision, agency, or instrumentality thereof, any foreign government or any political subdivision of the U.S. Government or any foreign government, or any international instrumentality, or by any bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state, territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued” contracts for any such securities, to change the investments of the assets of the Trust; and to exercise any and all rights, powers, and privileges of ownership or interest in respect of any and all such investments of every kind and description, including the right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights, powers, and privileges in respect of any of said instruments;
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(b) |
To purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including forward foreign currency exchange contracts; |
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(c) |
To sell, exchange or otherwise dispose of, lend, pledge, mortgage, hypothecate, lease, or write options (including, options on futures contracts) with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series; |
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(d) |
To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute and deliver proxies or powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person or Persons such power and discretion with relation to securities or property as the Trustees shall deem proper; |
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(e) |
To exercise powers and right of subscription or otherwise which in any manner arise out of ownership of securities; |
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(f) |
To hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form, or in its own name or in the name of a Trustee or in the name of a custodian or subcustodian or a nominee or nominees or otherwise; |
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(g) |
To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer; and to pay calls or subscriptions with respect to any security held in the Trust; |
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(h) |
To join with other security holders in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security with, or transfer any security to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper; |
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(i) |
To compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including claims for taxes; |
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(j) |
To enter into joint ventures, general or limited partnerships and any other combinations or associations; |
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(k) |
To borrow funds or other property or otherwise obtain credit in the name of the Trust or Series exclusively for Trust (or such Series) purposes and in connection therewith issue notes or other evidence of indebtedness; and to mortgage, pledge or otherwise subject as security the Trust Property or any part thereof to secure any or all of such indebtedness, including the lending of portfolio securities; |
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(l) |
To endorse or guarantee the payment, or undertake the performance, of any notes or other contracts, engagements or obligations of any Person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust Property or any part thereof to secure any of or all of such obligations; |
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(m) |
To purchase and pay for entirely out of Trust Property, or the assets belonging to any appropriate Series, such insurance as the Trustees may deem necessary or appropriate for the conduct of the business, including insurance policies insuring the assets of the Trust or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisers or Managers, Principal Underwriters, or independent contractors of the Trust, individually against all claims and liabilities of every nature arising by reason of holding Shares, holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer, employee, agent, investment adviser or Manager, Principal Underwriter, or independent contractor, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person against liability; |
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(n) |
To adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans and trusts, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust; |
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(o) |
To operate as and carry out the business of an investment company registered under the 1940 Act, and exercise all the powers necessary or appropriate to the conduct of such operations; |
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(p) |
To employ one or more banks, trust companies or companies that are members of a national securities exchange or such other entities as the Commission may permit as custodians of any assets of the Trust subject to any conditions set forth in this Declaration of Trust or in the By-Laws; |
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(q) |
To establish separate and distinct Series with separately defined investment objectives and policies, distinct investment purposes and separate Shares representing beneficial interests in such Series, and to establish separate Classes of the Trust or any Series, all in accordance with the provisions of Article III; |
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(r) |
To interpret the investment policies, practices or limitations of the Trust or any Series or Class; |
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(s) |
To the fullest extent permitted by Section 3804 of the Delaware Act, to allocate assets and liabilities of the Trust to a particular Series, and liabilities to a particular Class, or to apportion the same between or among two (2) or more Series or Classes, as provided for in Article III; |
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(t) |
To invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in securities issued by one or more other investment companies registered under the 1940 Act (including investment by means of transfer of part or all of the Trust Property in exchange for an interest or interests in such one or more investment companies) all without any requirement of approval by Shareholders unless required by the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or of any other state) which is classified as a partnership for federal income tax purposes; |
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(u) |
To declare and make distributions of income and capital gains to Shareholders; |
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(v) |
To provide for separate classes, groups or series of Trustees with respect to any Series or Class or any Trust Property having such relative rights, powers and duties as the Trustees may determine; |
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(w) |
To issue, sell, repurchase, redeem, cancel, retire, acquire, hold, resell, reissue, transfer, dispose of and otherwise deal in Shares pursuant to applicable federal law; to establish terms and conditions including any fees or expenses regarding the issuance, sale, repurchase, redemption, cancellation, retirement, acquisition, holding, resale, reissuance, disposition of or dealing in Shares; and, subject to Articles III and VI, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust or of any particular Series with respect to which such Shares are issued; |
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(x) |
To enter into contracts of any kind and description and carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary or desirable to accomplish any purpose or to further any of the foregoing powers, and to take every other action incidental to the foregoing business or purposes, objects or powers; and |
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(y) |
Subject to the 1940 Act, to engage in any other lawful act or activity in which a statutory trust organized under the Delaware Act may engage. |
The Trust shall not be limited to investing in obligations maturing before the possible termination of the Trust or one or more of its Series. The Trust shall not in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.
Section 4.4 Payment of Expenses by the Trust
. The Trustees are authorized to pay or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection with the management thereof, including the Trustees’ compensation and such expenses and charges for the services of the Trust’s officers, employees, investment adviser or Manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may, in their sole discretion, deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in accordance with Section 3.6 hereof.
Section 4.5 Payment of Expenses by Shareholders
. The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.
Section 4.6 Small Accounts
. The Trustees or their authorized agents may establish, from time to time, one or more minimum investment amounts for Shareholder accounts, which may differ within and among any Series or Class, and may impose account fees on (which may be satisfied by involuntarily redeeming the requisite number of Shares in any such account in the amount of such fee), and/or require the involuntary redemption of Shares held in, those accounts the net asset value of which for any reason falls below such established minimum investment amounts, or may authorize the Trust to convert any such Shares in such account to Shares of another Series or Class (whether of the same or a different Series), or take any other such action with respect to minimum investment amounts as may be deemed necessary or appropriate by the Trustees or their authorized agents, in each case upon such terms as shall be established by the Trustees or their authorized agents.
Section 4.7 Ownership of Assets of the Trust
. Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine with the same effect as if such property were held in the name of the Trust. No creditor of any Trustee shall have any right to obtain possession, or otherwise exercise legal or equitable remedies with respect to, any Trust Property with respect to any claim against, or obligation of, such Trustee in its individual capacity and not related to the Trust or any Series or Class of the Trust. The right, title and interest of the Trustees in the Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, retirement, removal, declination to serve, incapacity, or death of a Trustee, he or she shall automatically cease to have any right, title or interest in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.
Section 4.8 Service Contracts.
(a) The Trust may enter into contracts with one or more Persons, to act as investment adviser, investment sub-adviser, manager, investment manager, administrator, sub-administrator or other agent, and as such to perform such functions as the Trustees may deem reasonable and proper, including, without limitation, investment advisory, management, research, valuation of assets, clerical and administrative functions, under such terms and conditions, and for such compensation, as the Trustees may deem advisable. The Trustees may also authorize any adviser or sub-adviser to employ one or more sub-advisers from time to time and any administrator to employ one or more sub-administrators from time to time, upon such terms and conditions as shall be approved by the Trustees.
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(b) |
The Trust may enter into a contract or contracts with one or more Persons to act as underwriters, distributors or placement agents whereby the Trust may either agree to sell Shares of the Trust or any Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares and with such other provisions as the Trustees may deem reasonable and proper, and the Trust may from time to time enter into transfer agency, sub-transfer agency and/or shareholder servicing contract(s), in each case with such terms and conditions, and providing for such compensation, as the Trustees may deem advisable. |
All securities and cash of the Trust shall be held pursuant to a written contract or contracts with one or more custodians and subcustodians or shall otherwise be held in accordance with the 1940 Act, to the extent applicable.
(c) Any contract of the character described in this Section 4.8 may be entered into with any Person, including the investment adviser, any investment sub-adviser or an affiliate of the investment adviser or sub-adviser, although one or more of the Trustees, officers, or Shareholders of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, or otherwise interested in such contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly therefrom. The same Person may be a party to more than one contract entered into pursuant to this Section 4.8 and any individual may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in this Section 4.8.
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(d) |
The authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include the authority of the Trustees to modify, amend, waive any provision of, supplement, assign all or a portion of, novate, or terminate such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 4.8 shall in no way be deemed to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Trust to employ, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of the Trust. |
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(e) |
The Trustees are further empowered, at any time and from time to time, to contract with any Person to provide such other services to the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series. |
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(f) |
Any Shareholder, Trustee or officer of the Trust may lend money to, borrow money from, act as a surety, guarantor or endorser for, guarantee or assume one or more obligations of, provide collateral for, and transact other business with the Trust and, subject to applicable law, has the same rights and obligations with respect to any such matter as a Person who is not a Shareholder, Trustee or officer of the Trust. |
Section 4.9 Trustees and Officers as Shareholders
. Any Trustee, officer or agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent; and the Trustees may issue and sell and cause to be issued and sold Shares to, and redeem such Shares from, any such Person or any firm or company in which such Person is interested, subject only to the general limitations contained herein relating to the sale and redemption of such Shares.
Section 4.10 Determinations by Trustees
. The Trustees may make any determinations they deem necessary with respect to the provisions of this Declaration of Trust, including the following matters: the amount of the assets, obligations, liabilities and expenses of the Trust or any Series or Class; the amount of the net income of the Trust or any Series or Class from dividends, capital gains, interest or other sources for any period and the amount of assets at any time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged); the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other asset owned or held by the Trust or any Series or Class; the number of Shares of the Trust or any Series or Class issued or issuable; and the net asset value per Share.
Section 4.11 Delegation by Trustees
. Subject only to any limitations required by federal law including the 1940 Act, the Trustees may delegate any and all powers and authority hereunder as they consider desirable to any officer of the Trust, to any committee of the Trustees, any committee composed of Trustees and other persons and any committee composed only of persons other than Trustees and to any agent, independent contractor or employee of the Trust or to any custodian, administrator, transfer or shareholder servicing agent, Manager, investment advisor or sub-advisor, Principal Underwriter or other service provider, provided that such delegation of power or authority by the Trustees shall not cause any Trustee to cease to be a Trustee of the Trust or cause such person, officer, agent, employee, custodian, transfer or shareholder servicing agent, Manager, Principal Underwriter or other service provider to whom any power or authority has been delegated to be a Trustee of the Trust. The reference in this Declaration of Trust to the right of the Trustees to, or circumstances under which they may, delegate any power or authority, or the reference in this Declaration of Trust to the authorized agents of the Trustees or any other Person to whom any power or authority has been or may be delegated pursuant to any specific provision of this Declaration of Trust, shall not limit the authority of the Trustees to delegate any other power or authority under this Declaration of Trust to any Person, subject only to any limitations under federal law including the 1940 Act.
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Article V |
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The Shareholders shall have power to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder voting rights are as provided in the By-Laws.
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Article VI |
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Section 6.1 Determination of Net Asset Value, Net Income, and Distributions
. Subject to applicable federal law including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable, as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders of the same Series or Class.
Section 6.2 Redemptions and Repurchases.
(a) The Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination has been delegated), in accordance with any applicable provisions of this Declaration of Trust and applicable law, less any fees imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this Section 6.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”) is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose of the investments of the Trust or any applicable Series or to determine fairly the value of the net assets held with respect to the Trust or such Series or during any other period permitted by order of the Commission for the protection of investors, such obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein, a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined after the termination of such suspension, less any fees imposed on such redemption.
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(b) |
Subject to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring securities selected for delivery as all or part of any payment in kind. |
(c) The Trustees may require any Shareholder or group of Sharheolders (including some or all of the Shareholders of any Series or Class) to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including (i) the determination of the Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder to an extent that would disqualify any Series as a regulated investment company under the
Internal Revenue Code of 1986, as amended (or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so, or to have the minimum investment required (which may vary by Series or Class), (iii) if the Share activity of the account or ownership of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the management of the Trust or any Series or
Class or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class or (iv) the failure of a Shareholder to pay when due for the purchase of Shares issued to him. Any such redemption shall be effected at the redemption price and in the manner provided in this Article VI.
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(d) |
The Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), or to comply with the requirements of any other taxing authority. |
(e) Subject to applicable federal law including the 1940 Act, and except as otherwise determined by the Trustees, upon redemption, Shares shall no longer be deemed outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled to vote had been set on a date prior to the date on which such Shares were redeemed. In making a determination as to whether redeemed Shares shall be deemed outstanding and carry any voting rights with respect to any matter on which such Shares were entitled to vote prior to redemption, subject to applicable federal law including the 1940 Act, the Trustees may, among other things, determine that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter and before the voting date no longer were deemed outstanding and carried any voting rights.
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Article VII |
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Section 7.1 Compensation
. Any Trustee, whether or not he or she is a salaried officer or employee of the Trust, may be compensated for his or her services as Trustee or as a member of a committee of Trustees or as chairman of a committee by fixed periodic payments or by fees for attendance at meetings, by both or otherwise, and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees may from time to time determine. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management, legal, accounting, investment banking or other services and payment for the same by the Trust.
Section 7.2 Limitation of Liability
. To the fullest extent permitted by law, a Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager, advisor, sub-adviser or Principal Underwriter of the Trust.
All Persons extending credit to, contracting with or having any claim against the Trust or any Series shall look only to the assets of the Trust or any applicable Series that such Person extended credit to, contracted with or has a claim against, and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees’ discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware and that a limitation on liability of Series exists and such note, bond, contract, instrument, certificate or undertaking may, if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission of any such notice or recital shall in no way operate to bind any Trustees, officers or Shareholders individually.
Section 7.3 Trustee’s Good Faith Action, Expert Advice, No Bond or Surety. The exercise in good faith by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. The Trustees may rely in good faith upon advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice; provided the Trustees shall be under no liability for failing to follow such advice. A Trustee shall be fully protected in relying in faith upon the records of the Trust and upon information, opinions, reports or statements presented by another Trustee or any officer, employee or other agent of the Trust, or by any other Person as to matters the Trustee reasonably believes are within such other Person’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits or losses of the Trust or any Series or Class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Trust or any Series or Class or to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Shareholders or creditors of the Trust might properly be paid. The appointment, designation or identification of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or the lead independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof. In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee's rights or entitlement to indemnification or advancement of expenses. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained.
Section 7.4 Insurance. The Trustees shall be entitled and empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer, employee or agent of the Trust in connection with any claim, action, suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust.
Section 7.5 Indemnification.
(a) Subject to the exceptions and limitations contained in subsection (b) below:
(i) every person who is, or has been, a Trustee or an officer or employee of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise (“Covered Person”) shall be indemnified by the Trust and each Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against amounts paid or incurred by him or her in the settlement thereof.
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(ii) |
as used herein, the words “claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability” and “expenses” shall include, without limitation, attorney’s fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities whatsoever. |
(b) To the extent required under the 1940 Act, but only to such extent, no indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated by a court or body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; or
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(ii) |
in the event of a settlement, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office: (A |
(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.
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(d) |
To the extent that any determination is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification, the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to indemnification. |
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(e) |
To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this Section 7.5 shall be paid by the Trust and each Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification under this Section; provided, however, that any such advancement will be made in accordance with any conditions required by the Commission. The advancement of any expenses pursuant to this Section 7.5(e) shall under no circumstances be considered a “loan” under the Sarbanes-Oxley Act of 2002, as amended from time to time, or for any other reason. |
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(f) |
Any repeal or modification of this Article VII or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article shall be prospective only to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered Person with respect to any act or omission that occurred prior to such repeal, modification or adoption. |
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(g) |
Notwithstanding any other provision in this Declaration of Trust to the contrary, any liability and/or expense against which any Covered Person is indemnified under this Section 7.5 and any advancement of expenses that any Covered Person is entitled to be paid under Section 7.5(e) shall be deemed to be joint and several obligations of the Trust and each Series, and the assets of the Trust and each Series shall be subject to the claims of any Covered Person therefor under this Article VII; provided that any such liability, expense or obligation may be allocated and charged by the Trustees between or among the Trust and/or any one or more Series (and Classes) in such manner as the Trustees in their sole discretion deem fair and equitable. |
Section 7.6 Further Indemnification
. Nothing contained herein shall affect any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition of assets subject to liabilities or a merger or consolidation pursuant to Section 8.3 hereof, assume the obligation to indemnify any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not be subject to the terms of this Article VII.
Section 7.7 Indemnification Of Shareholders
. If any Shareholder or former Shareholder of any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon from the assets belonging to the Series.
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Article VIII |
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Section 8.1 Liability of Third Persons Dealing with Trustees
. No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.
Section 8.2 Termination of the Trust or Any Series or Class.
(a) Unless terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
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(b) |
In accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section 6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle. |
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(c) |
Following completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties with respect to the Trust shall be canceled and discharged. |
Section 8.3 Reorganization and Master/Feeder.
(a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, (i)
cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act and that, in any case, is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to another trust, partnership, limited liability company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law) (including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other business entity is an open-end management investment company under the 1940 Act and, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees that may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and that may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation or other business entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class. Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one (1) Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid.
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(b) |
Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 8.3 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. |
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(c) |
Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, invest all or a portion of the Trust Property or the Trust Property of any Series, or dispose of all or a portion of the Trust Property or the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause the Trust or any Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause the Trust or such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund. |
Section 8.4 Amendments. This Declaration of Trust may be restated and/or amended at any time by (i)
an instrument in writing signed by a majority of the Trustees then holding office or (ii) adoption by a majority of the Trustees then holding office of a resolution specifying the restatement and/or amendment. Any such restatement and/or amendment hereto shall be effective immediately upon such execution or adoption. No vote or consent of any Shareholder shall be required for any amendment to this Declaration of Trust except (i) as determined by the Trustees in their sole discretion or (ii) as required by federal law including the 1940 Act, but only to the extent so required. The Certificate of Trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of the Secretary of the State of Delaware or upon such future date as may be stated therein. Notwithstanding anything else herein, no amendment hereof shall limit the rights to insurance provided by Article VII of this Declaration of Trust with respect to any acts or omissions of Persons covered thereby prior to such amendment nor shall any such amendment limit the rights to indemnification and advancement referenced in Article VII of this Declaration of Trust with respect to any actions or omissions of Persons covered thereby prior to such amendment.
Section 8.5 Filing of Copies, References, Headings, Rules of Construction
. The original or a copy of this Declaration of Trust shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer of the Trust as to any matters in connection with the Trust hereunder; and, with the same effect as if it were the original, may rely on a copy certified by an officer of the Trust to be a copy of this Declaration of Trust. In this Declaration of Trust, references to this Declaration of Trust, and all expressions such as “herein”, “hereof” and “hereunder”, shall be deemed to refer to this Declaration of Trust as a whole and not to any particular article or section unless the context requires otherwise. Headings are placed herein for convenience of reference only and shall not be taken as a part hereof or control or affect the meaning, construction or effect of this Declaration of Trust. Whenever the singular number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other, as applicable. This Declaration of Trust and any document, consent or instrument referenced in or contemplated by this Declaration of Trust or the By-Laws may be executed in any number of counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. To the extent permitted by the 1940 Act, (i) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be executed by one or more Trustees may be executed by means of original, facsimile or electronic signature and (ii) any document, consent, instrument or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be delivered by one or more Trustees may be delivered by facsimile or electronic means (including e-mail), unless, in the case of either clause (i) or (ii), otherwise determined by the Trustees. The terms “include,” “includes” and “including” and any comparable terms shall be deemed to mean “including, without limitation.” Any reference to any statute, law, code, rule or regulation shall be deemed to refer to such statute, law, code, rule or regulation as amended or restated from time to time and any successor thereto.
Section 8.6 Applicable Law.
(a) The Trust is created under, and this Declaration of Trust is to be governed by, and construed and enforced in accordance with, the laws of the State of Delaware. The Trust shall be a Delaware statutory trust pursuant to the Delaware Act, and without limiting the provisions hereof, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory trusts or actions that may be engaged in by statutory trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
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(b) |
Notwithstanding the first sentence of Section 8.6(a), there shall not be applicable to the Trust, the Trustees or this Declaration of Trust, the provisions of Section 3540 of Title 12 of the Delaware Code or any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts that relate to or regulate: (i) |
the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining a court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums applicable to trustees, officers, agents or
employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations on the acts or powers of trustees that are inconsistent with the limitations or liabilities or
authorities and powers of the Trustees set forth or referenced in this Declaration of Trust.
Section 8.7 Provisions in Conflict with Law or Regulations.
(a) The provisions of the Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provision is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code of 1986, as amended (or any successor statute thereto), and the regulations thereunder, the Delaware Act or with other applicable federal laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination.
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(b) |
If any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of the Declaration of Trust in any jurisdiction. |
Section 8.8 Statutory Trust Only. It is the intention of the Trustees to create a statutory trust pursuant to the Delaware Act. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.
Section 8.9 Derivative Actions. In addition to the requirements set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause the Trustees to bring such an action is not likely to succeed. For purposes of this Section 8.9(a), a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act);
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(b) |
Unless a demand is not required under paragraph (a) of this Section 8.9, Shareholders eligible to bring such derivative action under the Delaware Act who collectively hold Shares representing ten percent (10%) or more of the total combined net asset value of all Shares issued and outstanding or of the Series or Classes to which such action relates if it does not relate to all Series and Classes, shall join in the request for the Trustees to commence such action; and |
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(c) |
Unless a demand is not required under paragraph (a) of this Section 8.9, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. |
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(d) |
For purposes of this Section 8.9, the Board of Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee with a majority of Trustees who are “independent trustees” (as that term is defined in the Delaware Act). The Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action. |
Section 8.11 Jurisdiction and Waiver of Jury Trial. In accordance with Section 3804(e) of the Delaware Act, any suit, action or proceeding brought by or in the right of any Shareholder or any person claiming any interest in any Shares seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Declaration of Trust or the Trust, any Series or Class or any Shares, including any claim of any nature against the Trust, any Series or Class, the Trustees or officers of the Trust, shall be brought exclusively in the Court of Chancery of the State of Delaware to the extent there is subject matter jurisdiction in such court for the claims asserted or, if not, then in the Superior Court of the State of Delaware, and all Shareholders and other such Persons hereby irrevocably consent to the jurisdiction of such courts (and the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waive, to the fullest extent permitted by law, any objection they may make now or hereafter have to the laying of the venue of any such suit, action or proceeding in such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and other such Persons agree that service of summons, complaint or other process in connection with any proceedings may be made by registered or certified mail or by overnight courier addressed to such Person at the address shown on the books and records of the Trust for such Person or at the address of the Person shown on the books and records of the Trust with respect to the Shares that such Person claims an interest in. Service of process in any such suit, action or proceeding against the Trust or any Trustee or officer of the Trust may be made at the address of the Trust’s registered agent in the State of Delaware. Any service so made shall be effective as if personally made in the State of Delaware.
IN WITNESS WHEREOF, the Trustees named below do hereby make and enter into this Agreement and Declaration of Trust of Oppenheimer Variable Account Funds as of the date first written above.
/s/ Edward Gizzi_______________________
Edward Gizzi, Trustee
As Trustee and not individually
/s/ Taylor V. Edwards
Taylor V. Edwards
As Trustee and not individually
Lori E. Bostrom
Lori E. Bostrom
As Trustee and not individually
Schedule A
Oppenheimer Variable Account Funds
Oppenheimer Balanced Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Capital Appreciation Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Core Bond Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Global Securities Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Class 3 Shares
Class 4 Shares
Oppenheimer Global Strategic Income Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer High Income Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Class 3 Shares
Class 4 Shares
Oppenheimer Main Street Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Main Street Small- & Mid-Cap Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Money Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Small- & Mid-Cap Growth Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Oppenheimer Value Fund/VA
Classes of Shares
Non-Service Shares
Service Shares
Agreement and Declaration of Trust
of
Oppenheimer Variable Account Funds
a Delaware Statutory Trust
Principal Place of Business:
6803 South Tucson Way,
Centennial, Colorado 80112-3924
Article I Name and
Definitions 1
Section
1.1 Name
1
Section
1.2 Definitions
1
Article II Purpose of
Trust 3
Article III
Shares 3
Section 3.1 Division of Beneficial Interest 3
Section 3.2 Ownership of Shares 4
Section 3.3 Transfer of Shares 5
Section 3.4 Investments in the Trust 5
Section 3.5 Status of Shares and Limitation of Personal Liability 5
Section 3.6 Establishment of Series and Classes of Shares 5
Section 3.7 Constant Net Asset Value 8
Article IV The Board of
Trustees 8
Section 4.1 Number, Election and Tenure 8
Section 4.2 Effect of Death, Resignation, etc. of a Trustee 9
Section
4.3 Powers
9
Section 4.4 Payment of Expenses by the Trust 13
Section 4.5 Payment of Expenses by Shareholders 13
Section 4.6 Small Accounts 14
Section 4.7 Ownership of Assets of the Trust 14
Section 4.8 Service Contracts. 14
Section 4.9 Trustees and Officers as Shareholders 15
Section 4.10 Determinations by Trustees 16
Section 4.11 Delegation by Trustees 16
Article V Shareholders’ Voting Powers and Meetings 16
Article VI Net Asset Value, Distributions and Redemptions 17
Section 6.1 Determination of Net Asset Value, Net Income, and Distributions 17
Section 6.2 Redemptions and Repurchases. 17
Article VII Compensation and Limitation of Liability of Trustees 19
Section
7.1 Compensation
19
Section 7.2 Limitation of Liability
19
Section 7.3 Trustee’s Good Faith Action, Expert Advice, No Bond or Surety 19
Section
7.4 Insurance 20
Section
7.5 Indemnification. 20
Section 7.6 Further Indemnification 22
Section 7.7 Indemnification Of Shareholders 22
Article VIII
Miscellaneous
22
Section 8.1 Liability of Third Persons Dealing with Trustees 22
Section 8.2 Termination of the Trust or Any Series or Class. 23
Section 8.3 Reorganization and Master/Feeder. 23
Section
8.4 Amendments
25
Section 8.5 Filing of Copies, References, Headings, Rules of Construction 25
Section 8.6 Applicable
Law. 26
Section 8.7 Provisions in Conflict with Law or Regulations. 26
Section 8.8 Statutory Trust
Only 27
Section 8.9 Derivative
Actions 27
Section 8.10 Inspection of Records and Reports 27
Section 8.11 Jurisdiction and Waiver of Jury Trial 28
OPPENHEIMER VARIABLE ACCOUNT FUNDS
A Delaware Trust
BY-LAWS
Table of Contents
Page
Section 1.1 Principal
Office
3
Section 1.2 Delaware
Office 3
Section
1.3 Seal
3
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual
Meetings
3
Section 2.2 Special
Meetings
3
Section 2.3 Notice of
Meetings 4
Section 2.4 Postponement and
Adjournment 4
Section 2.5 Voting –
Proxies
4
Section 2.6 Concerning Validity of Proxies, Ballots,
Etc.
5
Section
2.7 Organization
6
Section 2.8 Record
Date 6
Section 2.9 Voting
Power 6
Section 2.10 Quorum; Required
Vote
7
Section 2.11 Action Without
Meeting
7
Section 2.12 Abstentions and Broker
Non-Votes 7
Section 2.13 Application of this
Article
7
ARTICLE III
BOARD OF TRUSTEES
Section 3.1 Regular
Meetings
7
Section 3.2 Special
Meetings
7
Section 3.3 Meetings by Telephone;
Proxies
8
Section
3.4 Notice
8
Section 3.5 Waiver of
Notice
8
Section 3.6 Quorum and
Voting
8
Section 3.7 Action Without a
Meeting
8
ARTICLE IV
COMMITTEES
Section
4.1 Establishment
9
Section 4.2 Proceedings, Quorum and Manner of
Acting 9
Section 4.3 Powers of the Executive
Committee
9
Section 4.4 Other
Committees 9
ARTICLE V
BOARD CHAIRMAN AND TRUST OFFICERS
Section
5.1 General
9
Section 5.2 Election, Term of Office and
Qualifications 9
Section
5.3 Resignation
10
Section
5.4 Removal
10
Section 5.5 Vacancies and Newly Created
Offices 10
Section
5.6 Powers
10
Section 5.7 Subordinate
Officers
10
Section
5.8 Remuneration
10
Section 5.9 Surety
Bond 10
ARTICLE VI
EXECUTION OF INSTRUMENTS, VOTING OF SECURITIES
Section
6.1 General
11
Section 6.2 Checks, Notes, Drafts,
Etc.
11
Section 6.3 Voting of
Securities
11
ARTICLE VII
MISCELLANEOUS
Section 7.1 Waiver of
Notice
11
ARTICLE VIII
AMENDMENTS
1033
BY-LAWS
OF
OPPENHEIMER VARIABLE ACCOUNT FUNDS
These By-laws of Oppenheimer Variable Account Funds, a Delaware statutory trust, are subject to the Agreement and Declaration of Trust of the Trust dated August 15, 2012, as from time to time amended, supplemented or restated (the “Declaration of Trust”). Capitalized terms used herein and not herein defined have the same meanings as in the Declaration of Trust and the provisions of Sections 8.5, 8.6, 8.7 and 8.11 of the Declaration of Trust shall apply to these By-laws mutatis mutandis. In the event of any inconsistency between the terms hereof and the terms of the Declaration of Trust, the terms of the Declaration of Trust control.
Section 1.1 Principal Office
. The principal executive office of the Trust, and such additional offices as the Board of Trustees or the officers of the Trust may establish, shall be located in such places as the Board of Trustees or the officers may, from time to time, determine.
Section 1.2 Delaware Office
. The registered office of the Trust in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of the registered agent of the Trust for service of process at such location is The Corporation Trust Company.
Section 1.3 Seal
. The Board of Trustees may adopt a seal for the Trust in such form and with such inscription as the Trustees determine. The seal may be used by causing it or a facsimile to be impressed or affixed or printed or otherwise reproduced. Any Trustee or officer of the Trust shall have authority to affix the seal of the Trust to any document requiring the same.
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ARTICLE II |
SHAREHOLDERS |
Section 2.1 Annual Meetings
. There shall be no annual meetings of Shareholders for the election of Trustees or the transaction of any other business except as required by the 1940 Act or other applicable federal law. In the event any annual meeting of Shareholders is to be held, it shall be held at the principal executive office of the Trust or as otherwise determined by the Board of Trustees.
Section 2.2 Special Meetings
. Special meetings of Shareholders shall be held as provided herein or in the Declaration of Trust or as otherwise required by the 1940 Act or other applicable federal law. Special meetings of Shareholders shall be held at the principal executive office of the Trust or as otherwise determined by the Board of Trustees. Except as required by federal law including the 1940 Act, Shareholders shall not be entitled to call, or to have the secretary call, special meetings of the Shareholders. To the extent required by federal law including the 1940 Act, special meetings of the Shareholders shall be called by the secretary upon the request of the Shareholders owning Shares representing at least the percentage of the total combined votes of all Shares of the Trust issued and outstanding required by federal law including the 1940 Act, provided that (a) such request shall state the purposes of such meeting and the matters proposed to be acted on, and (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the secretary shall determine and specify to such Shareholders.
Section 2.3 Notice of Meetings
. The secretary or an assistant secretary shall call a meeting of Shareholders by order pursuant to Section 2.2 by giving written notice of the place, date and hour, and general nature of the business to be transacted at that meeting not less than ten (10) days (or such other number of days as the Board of Trustees shall determine in its sole discretion) before the date of the meeting, to each Shareholder entitled to vote at such meeting. Notice of any meeting of Shareholders shall be (i) given either by hand delivery, telephone, overnight courier, telegram, facsimile, telex, telecopier, electronic mail or other electronic means or by mail, postage prepaid, and (ii) given or addressed to the Shareholder at the phone number, address, facsimile number, e-mail address or other contact information of that Shareholder appearing on the books of the Trust or its transfer agent. Notice shall be deemed to have been given at the time when made by telephone, delivered personally, deposited in the mail or with an overnight courier or sent by telegram, facsimile, telex, telecopier, electronic mail or other means of communication. The business to be transacted at any special meeting shall be limited to that stated in such notice of the meeting. No notice of any meeting need be given to any Shareholder who attends such meeting in person or to any Shareholder who waives notice of such meeting (which waiver shall be filed with the records of such meeting), whether before or after the time of the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the nonreceipt of any such notice by any of the Shareholders shall not invalidate any action otherwise properly taken at any such meeting.
Section 2.4 Postponement and Adjournment
. Prior to the date upon which any meeting of Shareholders is to be held, the Board of Trustees may postpone such meeting one or more times for any reason by giving notice to each Shareholder entitled to vote at the meeting so postponed of the place, date and hour at which such meeting will be held. Such notice shall be given not fewer than two (2) days before the date of such meeting and otherwise in accordance with Section 2.3. Any Shareholders’ meeting may be adjourned by the chairman of the meeting one or more times for any reason, including the failure of a quorum to be present at the meeting with respect to any proposal or the failure of any proposal to receive sufficient votes for approval. No Shareholder vote shall be required for any adjournment. A Shareholders’ meeting may be adjourned by the chairman of the meeting as to one or more proposals regardless of whether action has been taken on other matters. No notice of adjournment of a meeting to another time or place need be given to Shareholders if such time and place are announced at the meeting at which the adjournment is taken or notice is given to persons present at the meeting. Any adjourned meeting may be held at such time and place as determined by the Board of Trustees in its sole discretion. Any business that might have been transacted at the original meeting may be transacted at any adjourned meeting. If, after a postponement or adjournment, a new record date is fixed for the postponed or adjourned meeting, the secretary shall give notice of the postponed or adjourned meeting to Shareholders of record entitled to vote at such meeting. If a quorum is present with respect to any one or more proposals, the chairman of the meeting may, but shall not be required to, cause a vote to be taken with respect to any such proposal or proposals which vote can be certified as final and effective notwithstanding the adjournment of the meeting with respect to any other proposal or proposals.
Section 2.5 Voting – Proxies
. At all meetings of the Shareholders, every Shareholder of record entitled to vote thereat shall be entitled to vote either in person or by proxy, which term shall include proxies provided by such Shareholder, or his duly authorized attorney, through written, electronic, telephonic, computerized, facsimile, telecommunications, telex or oral communication or by any other form of communication, each pursuant to such voting procedures and through such systems as are authorized by the Board of Trustees or any officer of the Trust. Notwithstanding the foregoing, if a proposal is submitted to a vote of the Shareholders of any Series or Class by anyone other than the officers or Trustees, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, shares may be voted only in person or by written proxy. Proxies may be solicited in the name of one or more Trustees or one or more officers of the Trust.
Unless the proxy provides otherwise, it shall not be valid for more than eleven (11) months before the date of the meeting. All proxies shall be delivered to the secretary or other person responsible for recording the proceedings before being voted. A valid proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it before the vote pursuant to that proxy is taken (a) by a writing delivered to the Trust stating that the proxy is revoked, (b) by a subsequent proxy executed by such person, (c) attendance at the meeting and voting in person by the person executing that proxy, or (d) revocation by such person using any electronic, telephonic, computerized or other alternative means authorized by the Trustees for authorizing the proxy to act; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Trust before the vote pursuant to that proxy is counted. Unless revoked, any proxy given in connection with a postponed or adjourned meeting for which a new record date is fixed shall continue to be valid so long as the Shareholder giving such proxy is a Shareholder of record on such new such record date.
A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them in which case such proxy shall not be valid and no vote shall be received in respect of such Shares unless all persons holding such Shares shall agree on their manner of voting. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment of a Shareholders’ meeting.
Section 2.6 Concerning Validity of Proxies, Ballots, Etc.
At every meeting of the Shareholders, all proxies shall be received and taken in charge of and all ballots shall be received and canvassed by the secretary of the meeting, who shall decide all questions touching the qualification of voters, the validity of proxies, and the acceptance or rejection of votes, unless inspectors of election shall have been appointed as provided below in this section, in which event such inspectors of election shall decide all such questions.
A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Subject to the provisions of the Delaware Act, the Declaration of Trust, or these By-laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder, shall govern all matters concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the Shareholders were stockholders of a Delaware corporation.
At any election of Trustees, the Board of Trustees prior thereto may, or, if they have not so acted, the chairman of the meeting may, appoint one or more inspectors of election who shall first subscribe an oath or affirmation to execute faithfully the duties of inspector at such election with strict impartiality and according to the best of their ability, and shall after the election make a certificate of the result of the vote taken. No candidate for the office of Trustee shall be appointed as an inspector.
The chairman of the meeting may cause a vote by ballot to be taken upon any election or matter, and, to the extent required by federal law including the 1940 Act, but only to such extent, such vote shall be taken upon the request of the Shareholders owning Shares representing ten percent (10%) or more of the total combined votes of all Shares of the Trust issued and outstanding and entitled to vote on such election or matter.
Section 2.7 Organization
. At every meeting of Shareholders, the chairman or, in his or her absence, the president or, in his or her absence, a vice-president or, in the absence of any of the foregoing officers, a chairman chosen by majority vote of the Shareholders present in person or by proxy and entitled to vote thereat, shall act as chairman. The secretary or, in his or her absence, an assistant secretary, or, in the absence of either of the foregoing officers, a secretary of the meeting chosen by the chairman shall act as secretary at all meetings of Shareholders.
Subject to these By-laws, the Board of Trustees of the Trust shall be entitled to make such rules and regulations for the conduct of meetings of Shareholders as it shall deem necessary, appropriate or convenient, and, subject to these By-laws and such rules and regulations of the Board of Trustees, if any, the chairman of any meeting of the Shareholders shall determine the order of business and the procedures for conduct of business at the meeting, including regulation of the manner of voting, the conduct of discussion, the appointment of inspectors, the adjournment of the meeting, and the determination of all questions relating to the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes.
Section 2.8 Record Date
. The Trustees may fix in advance a date up to one hundred and twenty (120) days (or such other number of days as the Board of Trustees shall determine in its sole discretion) before the date of any Shareholders’ meeting as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting (subject to the provisions of Section 6.2(e) of the Declaration of Trust with respect to redeemed Shares). Subject to the provisions of Section 6.2(e) of the Declaration of Trust with respect to redeemed Shares, the Shareholders of record entitled to vote at a Shareholders’ meeting shall be deemed the Shareholders of record at any meeting that has been postponed or reconvened after one or more adjournments, unless the Trustees have fixed a new record date.
Section 2.9 Voting Power
. Notwithstanding any other provision of these By-laws, on any matters submitted to a vote of the Shareholders, all Shares of the Trust then entitled to vote shall be voted in aggregate, except: (a)
when required by the 1940 Act, Shares shall be voted by individual Series or Class; (b) when the matter involves any action that the Trustees have determined will affect only the interests of one or more Series, then only Shareholders of such Series shall be entitled to vote thereon; and (c) when the matter involves any action
that the Trustees have determined will affect only the interests of one or more Classes, then only the Shareholders of such Class or Classes shall be entitled to vote thereon. A Shareholder shall be entitled to one vote for each Share (and a proportionate fractional vote for each fraction of a Share) held by such Shareholder on any applicable record date on any matter on which such Shareholder is entitled to vote and each Share shall represent the number of votes (including
fractional votes) calculated in accordance with this sentence. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, the Declaration of Trust or these By-laws.
Section 2.10 Quorum; Required Vote
. Except when a larger quorum is required by federal law, including the 1940 Act, the presence in person or by proxy of Shareholders owning Shares representing one-third (1/3) or more of the total combined votes of all Shares of each Series or Class, or of the Trust, as applicable, entitled to vote shall be a quorum for the transaction of business at a Shareholders’ meeting with respect to such Series or Class or with respect to the entire Trust, respectively. At all meetings of the Shareholders, a quorum being present, the Trustees shall be elected by a vote of a plurality of the votes cast by Shareholders present in person or by proxy and all other matters shall be decided by a majority of the votes cast by Shareholders present in person or by proxy; provided, that if the Declaration of Trust, these By-laws or applicable federal law permits or requires that Shares be voted on any matter by individual Series or Classes, then a majority of the votes cast by the Shareholders of that Series or Class present in person or by proxy shall decide that matter insofar as that Series or Class is concerned; provided, further, that if the matter to be voted on is one for which by express provision of the 1940 Act, a different vote is required, then in such case such express provision shall control the decision of such matter. There shall be no cumulative voting for Trustees. Subject to the provisions of Section 6.2(e) of the Declaration of Trust, only Shareholders of record shall be entitled to vote.
Section 2.11 Action Without Meeting
. Any action to be taken by Shareholders may be taken without a meeting if a majority (or such greater amount as may be required by law) of the total combined votes of all Shares entitled to vote on the matter consent to the action in writing. Such written consents shall be filed with the records of Shareholders’ meetings. Such written consent shall be treated for all purposes as a vote at a meeting of the Shareholders.
Section 2.12 Abstentions and Broker Non-Votes
. Subject to the provisions of Section 6.2(e) of the Declaration of Trust with respect to redeemed Shares, (A
) Shares that abstain or do not vote with respect to one or more of any proposals presented for Shareholder approval and (B ) Shares held in “street name” as to which the broker or nominee with respect thereto indicates on the proxy that it does not have discretionary authority to vote with respect to a particular proposal will be counted as present and
outstanding and entitled to vote for purposes of determining whether a quorum is present at a meeting, but will not be counted as Shares voted (votes cast) with respect to such proposal or proposals.
Section 2.13 Application of this Article
. Meetings of Shareholders shall consist of Shareholders of any Series or Class thereof or of all Shareholders and this Article shall be construed accordingly.
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ARTICLE III |
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Section 3.1 Regular Meetings
. Regular meetings of the Board of Trustees shall be at such time and place as shall be fixed by the Trustees. Such regular meetings may be held without notice.
Section 3.2 Special Meetings
. Special meetings of the Board of Trustees or any committee for any purpose or purposes shall be held whenever and wherever ordered by the Chairman of the Board, the president or by any two (2) Trustees.
Section 3.3 Meetings by Telephone; Proxies
. Subject to any applicable requirements of the 1940 Act, (i)
any meeting, regular or special, of the Board of Trustees (or any committee) may be held by conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting and
(ii) at all meetings of the Trustees, every Trustee shall be entitled to vote by proxy, provided that such proxy shall, before or after such meeting, be delivered to the secretary or other person responsible for recording the proceedings of such meeting. To the extent permitted by the 1940 Act, a Trustee may provide any proxy through written, electronic, telephonic, computerized, facsimile, telecommunications, telex or by any other
form of communication.
Section 3.4 Notice
. Subject to any applicable requirements of the 1940 Act and except as otherwise provided, notice of any special meeting shall be given by the secretary or an assistant secretary to each Trustee, by sending by overnight courier or mailing to him or her, postage prepaid, addressed to him or her at his or her address as registered on the books of the Trust or, if not so registered, at his or her last known address, a written or printed notification of such meeting at least four (or two in the case of the overnight courier) days before the meeting, or by sending notice of such meeting to him or her at least 24 hours before the meeting, by prepaid telegram, addressed to him or her at his or her said registered address, if any, or if he or she has no such registered address, at his or her last known address, or by delivering such notice to him or her at least 24 hours before the meeting, or by giving or sending such notice by telephone, facsimile, telex, telecopier, electronic mail or other electronic means to him or her at least 24 hours before the meeting; provided, however, that if in the judgment of the Chairman of the Board or the president, when either is calling the special meeting, the action proposed to be taken at the meeting is of such an urgent nature that 24 hours’ notice cannot reasonably be given, then notice may be given to each Trustee by telephone, facsimile, telex, telecopy, electronic mail or other electronic means at least two hours before the meeting provided that each Trustee is afforded the opportunity to participate in such meeting by conference telephone or similar communications equipment as provided in Section 3.3.
Section 3.5 Waiver of Notice
. No notice of any meeting need be given to any Trustee who attends such meeting in person or to any Trustee who waives notice of such meeting in writing (which waiver shall be filed with the records of such meeting), whether before or after the time of the meeting. Any written consent or waiver may be provided and delivered to the Trust by mail, overnight courier, telegram, facsimile, telex, telecopier, electronic mail or other electronic means.
Section 3.6 Quorum and Voting
. At all meetings of the Board of Trustees the presence of a majority or more of the number of Trustees then in office shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting, from time to time, until a quorum shall be present. The action of a majority of the Trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees unless the concurrence of a greater proportion is required for such action by the Declaration of Trust or federal law, including the 1940 Act.
Section 3.7 Action Without a Meeting
. Except as otherwise provided under the 1940 Act, any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting if written consents thereto are signed by a majority of the Trustees. Except as otherwise provided under the 1940 Act, any such written consent may be given by telegram, facsimile, telex, telecopier, electronic mail or similar electronic means. Copies of such written consents shall be filed with the minutes of the proceedings of the Board of Trustees. Such consents shall be treated for all purposes as a vote taken at a meeting of the Trustees. If any action is so taken by the Trustees by the written consent of less than all of the Trustees, prompt notice of the taking of such action shall be furnished to each Trustee who did not execute such written consent, provided that the effectiveness of such action shall not be impaired by any delay or failure to furnish such notice.
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ARTICLE IV |
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Section 4.1 Establishment
. The Board of Trustees may designate one or more committees of the Trustees, including an executive committee. The Trustees shall determine the number of members of each committee and its powers and shall appoint its members.
Section 4.2 Proceedings, Quorum and Manner of Acting
. In the absence of an appropriate resolution of the Board of Trustees, any committee may adopt such rules and regulations governing its proceedings, quorum and manner of acting as it shall deem proper and desirable. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint a member of the Board of Trustees to act in the place of such absent member. All action by any committee shall be reported to the Board of Trustees at its next meeting following such action.
Section 4.3 Powers of the Executive Committee
. Except as further limited by the Board of Trustees, if an executive committee has been designated, when the Board of Trustees is not in session the executive committee shall have and may exercise all powers of the Board of Trustees in the management of the business and affairs of the Trust.
Section 4.4 Other Committees
. The Board of Trustees may appoint other committees, each consisting of one or more persons, who need not be Trustees. Each such committee shall have such powers and perform such duties as may be assigned to it from time to time by the Board of Trustees, but shall not exercise any power that under federal law including the 1940 Act may lawfully be exercised only by the Board of Trustees or a committee thereof.
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ARTICLE V |
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Section 5.1 General
. The officers of the Trust shall be a chairman of the Board of Trustees, a president, one or more vice-presidents, a secretary and a treasurer, and may include such other officers appointed in accordance with Section 5.07 hereof. The Board of Trustees may elect, but shall not be required to elect, a comptroller.
Section 5.2 Election, Term of Office and Qualifications
. The Trustees shall elect the officers of the Trust (unless such power has been delegated pursuant to Section 5.07 hereof). Each officer elected by the Trustees shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, removal or resignation. No officer need be a Shareholder.
The chairman of the Board of Trustees and the president shall be chosen from among the Trustees and may each hold such office only so long as he or she continues to be a Trustee. No other officer need be a Trustee. Any person may hold one or more offices of the Trust except that the president may not hold the office of vice president, the secretary may not hold the office of assistant secretary, and the treasurer may not hold the office of assistant treasurer; provided further that a person who holds more than one office may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, verified or acknowledged by more than one officer.
Section 5.3 Resignation
. Any officer may resign his or her office at any time by delivering a written resignation to the Board of Trustees, the chairman of the Board, the president, the secretary, or any assistant secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Any resignation is without prejudice to the rights, if any, of the Trust under any contract to which the officer is a party.
Section 5.4 Removal
. Any officer may be removed from office with or without cause by the Board of Trustees. In addition, any officer or agent appointed in accordance with the provisions of Section 5.07 hereof may be removed, either with or without cause, by any officer upon whom such power of removal shall have been conferred by the Board of Trustees.
Section 5.5 Vacancies and Newly Created Offices
. Whenever a vacancy shall occur in any office or if any new office is created, the Trustees may fill such vacancy or new office or, in the case of any office created pursuant to Section 5.07 hereof, any officer upon whom such power shall have been conferred by the Board of Trustees may fill such vacancy.
Section 5.6 Powers
. The officers of the Trust shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may be assigned to them from time to time by the Board of Trustees or the executive committee.
Section 5.7 Subordinate Officers
. The Board of Trustees from time to time may appoint such other officers or agents as it may deem advisable, including one or more assistant treasurers and one or more assistant secretaries, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Trustees may determine. The Board of Trustees from time to time may delegate to one or more officers or agents the power to appoint any such subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.
Section 5.8 Remuneration
. The salaries or other compensation of the officers of the Trust shall be fixed from time to time by resolution of the Board of Trustees, except that the Board of Trustees may by resolution delegate to any person or group of persons the power to fix the salaries or other compensation of any officers or agents.
Section 5.9 Surety Bond
. The Trustees may require any officer or agent of the Trust to execute a bond (including, without limitation, any bond required by the 1940 Act and the rules and regulations of the Commission) to the Trust in such sum and with such surety or sureties as the Trustees may determine, conditioned upon the faithful performance of his or her duties to the Trust, including responsibility for negligence and for the accounting of any of the Trust’s property, funds or securities that may come into his or her hands.
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ARTICLE VI |
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Section 6.1 General
. All deeds, documents, transfers, contracts, agreements and other instruments requiring execution by the Trust shall be signed by the president, any vice president, the treasurer or secretary or an assistant treasurer or an assistant secretary, or as the Board of Trustees may otherwise, from time to time, authorize. Any such authorization may be general or confined to specific instances.
Section 6.2 Checks, Notes, Drafts, Etc.
So long as the Trust shall employ a custodian to keep custody of the cash and securities of the Trust, all checks and drafts for the payment of money by the Trust may be signed in the name of the Trust by the custodian. Except as otherwise authorized by the Board of Trustees, all requisitions or orders for the assignment of securities standing in the name of the custodian or its nominee, or for the execution of powers to transfer the same, shall be signed in the name of the Trust by the president or a vice president and by the treasurer or an assistant treasurer. Promissory notes, checks or drafts payable to the Trust may be endorsed only to the order of the custodian or its nominee and only by the treasurer or president or a vice president or by such other person or persons as shall be authorized by the Board of Trustees.
Section 6.3 Voting of Securities
. Unless otherwise ordered by the Board of Trustees, the president or any vice president shall have full power and authority on behalf of the Trust to attend and to act and to vote, or in the name of the Trust to execute proxies to vote, at any meeting of shareholders of any company in which the Trust may hold stock. At any such meeting such officer shall possess and may exercise (in person or by proxy) any and all rights, powers and privileges incident to the ownership of such stock. The Board of Trustees may by resolution from time to time confer like powers upon any other person or persons.
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ARTICLE VII |
MISCELLANEOUS |
Section 7.1 Waiver of Notice
. Whenever any notice is permitted or required to be given by these By-laws or the Declaration of Trust or the laws of the State of Delaware, a waiver thereof provided or delivered to the Trust by mail, overnight courier, telegram, facsimile, telex, telecopier, electronic mail or other electronic means by the person or persons entitled to said notice, whether before or after the time such notice was to be given, shall be deemed equivalent thereto.
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ARTICLE VIII |
AMENDMENTS |
These By-laws may only be amended by the Trustees of the Trust, and no Shareholder vote shall be required for any such amendment.
Adopted as of August 15, 2012
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August
2012, by and between Oppenheimer Variable Account Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company
Act of 1940, as amended (the “Investment Company Act”), and OFI is aninvestment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Balanced Fund/VA (the “Fund”) is a series of the Trust having a separate portfolio, investment policies
and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended and Restated Investment Advisory Agreement by and between the Trust and OFI for the Fund, dated January
1, 2005 (the “Prior Agreement”);
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
2. Investment Management.
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; and .60% of average annual net assets in excess of $800 million.
6. Use of Name “Oppenheimer.”
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined as stated below.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Balanced Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Capital Appreciation Fund/VA (the “Fund”) is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended and Restated Investment Advisory agreement by and between the Trust and OFI for the Fund, dated January 1, 2005 (the “Prior Agreement”);
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
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1. |
General Provision. |
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
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2. |
Investment Management. |
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
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3. |
Other Duties of OFI. |
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
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4. |
Allocation of Expenses. |
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
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5. |
Compensation of OFI. |
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; and .60% of average annual net assets in excess of $800 million.
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6. |
Use of Name “Oppenheimer”. |
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
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7. |
Portfolio Transactions and Brokerage. |
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Corporation; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
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8. |
Duration. |
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall continue in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
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9. |
Disclaimer of Trustee or Shareholder Liability. |
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
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10. |
Termination. |
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
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11. |
Assignment or Amendment. |
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined as stated below.
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12. |
Definitions. |
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Capital Appreciation Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (hereinafter referred to as the “Trust”), and OppenheimerFunds, Inc. (hereinafter referred to as “OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act"), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Core Bond Fund/VA, formerly known as Oppenheimer Bond Fund/VA (the "Fund"), is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement by and between the Trust and OFI for the Fund, dated January 1, 2005, as amended on April 10, 2007 (the "Prior Agreement").
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust's Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform
to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust's registration statement under the Investment Company Act or as
such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which
securities are either not registered for public sale or not traded on any securities market.
2. Investment Management.
a. OFI shall, subject to the direction and control by the Trust's Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI's willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not
adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to
operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund's shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund's Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and
expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other
expenses incidental to holding meetings of the Fund's shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall
not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust, on behalf of the Fund, agrees to pay OFI and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the following annual rate: 0.60% of the first $1 billion of net assets, and 0.50% of net assets over $1 billion.
6. Use of Name "Oppenheimer."
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name "Oppenheimer" in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI's rights to the name "Oppenheimer" under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust's Board,
control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name "Oppenheimer" in the name of the Trust or the Fund or otherwise. The name "Oppenheimer" may be used or licensed by OFI in connection with any of its activities, or
licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
a. OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution"
(prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related
transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its
affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation
to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In
demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust's trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for
effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons”(as defined in the Investment Company
Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust's property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days' written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days' written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the
holders of a "majority" of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the "majority" of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment”, as defined as stated below.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Core Bond Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and OFI is an investment adviser, registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Global Securities Fund/VA (the “Fund”) is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory agreement by and between the Trust and OFI for the Fund, dated January 1, 2005 (the “Prior Agreement”);
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
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1. |
General Provision. |
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
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2. |
Investment Management. |
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
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3. |
Other Duties of OFI. |
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
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4. |
Allocation of Expenses. |
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
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5. |
Compensation of OFI. |
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; and .60% of average annual net assets in excess of $800 million.
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6. |
Use of Name “Oppenheimer”. |
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
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7. |
Portfolio Transactions and Brokerage. |
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
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8. |
Duration. |
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall continue in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
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9. |
Disclaimer of Trustee or Shareholder Liability. |
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
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10. |
Termination. |
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
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11. |
Assignment or Amendment. |
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined as stated below.
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12. |
Definitions. |
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
For Oppenheimer Global Securities Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (hereinafter referred to as the “Trust”), and OppenheimerFunds, Inc. (hereinafter referred to as “OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act"), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended;
WHEREAS, Oppenheimer Global Strategic Income Fund/VA, formerly known as Oppenheimer Strategic Bond Fund/VA (the "Fund"), is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement by and between the Trust and OFI for the Fund, dated January 1, 2005 (the "Prior Agreement").
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust's Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust's registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
2. Investment Management.
a. OFI shall, subject to the direction and control by the Trust's Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation for services under this Agreement other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI's willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund's shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund's Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; .60% of the next $200 million; and .50% of average annual net assets in excess of $1 billion.
6. Use of Name "Oppenheimer."
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name "Oppenheimer" in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI's rights to the name "Oppenheimer" under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust's Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name "Oppenheimer" in the name of the Trust or the Fund or otherwise. The name "Oppenheimer" may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
a. OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer's apparent familiarity with sources from or to whom particular
securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust's trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust's property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days' written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days' written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a "majority" of the outstanding voting securities of the Fund (as defined in the Investment Company Act). This Agreement shall terminate if it is not approved by a vote of the holders of a "majority" of the outstanding voting securities of the Fund within two years from the date of this Agreement.
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the "majority" of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its "assignment," as defined in the Investment Company Act.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Global Strategic Income Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Accounts Funds (hereinafter referred to as the “Trust”), and OppenheimerFunds, Inc. (hereinafter referred to as “OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act"), and OFI is aninvestment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer High Income Fund/VA (the "Fund") is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement by and between the Trust and OFI for the Fund, dated January 1, 2005 (the "Prior Agreement").
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust's Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times
conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust
including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
2. Investment Management.
a. OFI shall, subject to the direction and control by the Trust's Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what
securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI's willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not
adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the
Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund's shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such
officers for the Fund as the Fund's Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal
and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to
shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may
also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net
assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; .60% of the next $200 million; and .50% of average annual net assets in excess of $1 billion.
6. Use of Name "Oppenheimer".
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name "Oppenheimer" in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI's rights to the name "Oppenheimer" under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust's Board,
control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name "Oppenheimer" in the name of the Trust or the Fund or otherwise. The name "Oppenheimer" may be used or licensed by OFI in connection with any of its activities, or
licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
a. OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of
the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related
transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its
affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation
to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In
demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust's trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for
effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who
are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust's property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days' written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days' written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the
trustees of the Trust then in office or by the vote of the holders of a "majority" of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the "majority" of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its "assignment," as defined as stated below.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer High Income Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Main Street Fund/VA (the “Fund”) is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement dated January 1, 2005 by and between the Trust and OFI for the Fund;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. |
General Provision. |
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
2. |
Investment Management. |
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. |
Other Duties of OFI. |
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
4. |
Allocation of Expenses. |
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. |
Compensation of OFI. |
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; and .60% of average annual net assets in excess of $800 million.
6. |
Use of Name “Oppenheimer”. |
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
7. |
Portfolio Transactions and Brokerage. |
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. |
Duration. |
This Agreement will take effect on the date first set forth above. This Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. |
Disclaimer of Trustee or Shareholder Liability. |
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. |
Termination. |
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
11. |
Assignment or Amendment. |
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined as stated below.
12. |
Definitions. |
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer
Variable Account Funds
for Oppenheimer Main Street Fund/VA
By: /s/ Arthur S. Gabinet
Arthur
S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By:
/s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Main Street Small- & Mid-Cap Fund/VA, formerly Oppenheimer Main Street Small Cap Fund/VA (the “Fund”), is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement dated January 1, 2005 by and between the Trust and OFI for the Fund;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
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1. |
General Provision. |
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
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2. |
Investment Management. |
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
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3. |
Other Duties of OFI. |
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
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4. |
Allocation of Expenses. |
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
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5. |
Compensation of OFI. |
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: 0.75% of the first $200 million of average annual net assets; 0.72% of the next $200 million; 0.69% of the next $200 million; 0.66% of the next $200 million; and 0.60% of average annual net assets over $800 million.
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6. |
Use of Name “Oppenheimer”. |
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
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7. |
Portfolio Transactions and Brokerage. |
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
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8. |
Duration. |
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9. |
Disclaimer of Trustee or Shareholder Liability. |
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
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10. |
Termination. |
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
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11. |
Assignment or Amendment. |
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined as stated below.
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12. |
Definitions. |
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Main Street Small- & Mid-Cap Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 21st day of August, 2012, by and between Oppenheimer Variable Account Funds (hereinafter referred to as the "Trust"), and OppenheimerFunds, Inc. (hereinafter referred to as "OFI").
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the "Commission") pursuant to the Investment Company Act of 1940, as amended (the "Investment Company Act"), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Money Fund/VA (the "Fund") is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement by and between the Trust and OFI for the Fund dated January 1, 2005 (the "Prior Agreement").
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust's Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times
conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the
Trust's registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund's shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust
including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
2. Investment Management.
a. OFI shall, subject to the direction and control by the Trust's Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what
securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI's willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not
adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the
Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund's shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such
officers for the Fund as the Fund's Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal
and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to
shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund's shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may
also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .45% of the first $500 million of average annual net
assets; .425% of the next $500 million; .400% of the next $500 million; and .375% of average annual net assets in excess of $1.5 billion.
6. Use of Name "Oppenheimer".
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name "Oppenheimer" in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI's rights to the name "Oppenheimer" under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust's Board,
control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name "Oppenheimer" in the name of the Trust or the Fund or otherwise. The name "Oppenheimer" may be used or licensed by OFI in connection with any of its activities, or
licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
a. OFI is authorized, in arranging the purchase and sale of the Fund's portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter "broker-dealers"), including "affiliated" broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of
the Fund to obtain, at reasonable expense, the "best execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund's portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution
capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related
transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund's portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its
affiliates exercise "investment discretion" (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation
to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In
demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust's trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for
effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund's regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any
rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall continue in effect from year to year, so long as such continuance shall be approved at least annually by the Trust's Board of Trustees, including the vote of the majority of the trustees of the Trust who are not parties to this Agreement or "interested persons" (as
defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a "majority" (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust's Board of Trustees.
9. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust's property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days' written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days' written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the
holders of a "majority" of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the "majority" of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its "assignment," as defined as stated below.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Money Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account
Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and OFI is aninvestment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended;
WHEREAS, Oppenheimer Small- & Mid-Cap Growth Fund/VA, formerly Oppenheimer MidCap Fund/VA and previously Oppenheimer Aggressive Growth Fund/VA (the “Fund”), is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended & Restated Investment Advisory Agreement by and between the Trust and OFI for the Fund; dated January 1, 2005;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
1. General Provision.
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
2. Investment Management.
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation for services under this Agreement other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
3. Other Duties of OFI.
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
4. Allocation of Expenses.
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: .75% of the first $200 million of average annual net assets; .72% of the next $200 million; .69% of the next $200 million; .66% of the next $200 million; .60% of the next $700 million; and .58% of average annual net assets in excess of $1.5 billion.
6. Use of Name “Oppenheimer.”
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
7. Portfolio Transactions and Brokerage.
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund’s portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund’s portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer’s apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust’s trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or “posted” commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
8. Duration.
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall continue in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
9. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Trust and the Trust’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the “majority” of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined in the Investment Company Act.
12. Definitions.
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Small- & Mid-Cap Growth Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made the 21st day of August 2012, by and between Oppenheimer Variable Account Funds (the “Trust”), and OppenheimerFunds, Inc. (“OFI”).
WHEREAS, the Trust is an open-end, diversified series management investment company registered as such with the Securities and Exchange Commission (the “Commission”) pursuant to the Investment Company Act of 1940, as amended (the “Investment Company Act”), and OFI is an investment adviser registered as such with the Commission under the Investment Advisers Act of 1940, as amended; and
WHEREAS, Oppenheimer Value Fund/VA (the “Fund”) is a series of the Trust having a separate portfolio, investment policies and investment restrictions; and
WHEREAS, this Agreement amends and restates the Amended and Restated Investment Advisory Agreement dated January 1, 2005 by and between the Trust and OFI for the Fund;
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, it is agreed by and between the parties, as follows:
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1. |
General Provision. |
a. The Trust hereby employs OFI and OFI hereby undertakes to act as the investment adviser of the Fund and to perform for the Fund such other duties and functions as are hereinafter set forth. OFI shall, in all matters, give to the Fund and the Trust’s Board of Trustees the benefit of its best judgment, effort, advice and recommendations and shall, at all times conform to, and use its best efforts to enable the Fund to conform to: (i) the provisions of the Investment Company Act and any rules or regulations thereunder; (ii) any other applicable provisions of state or Federal law; (iii) the provisions of the Declaration of Trust and By-Laws of the Trust as amended from time to time; (iv) policies and determinations of the Board of Trustees of the Trust; (v) the fundamental policies and investment restrictions of the Fund as reflected in the Trust’s registration statement under the Investment Company Act or as such policies may, from time to time, be amended by the Fund’s shareholders; and (vi) the Prospectus and Statement of Additional Information of the Trust in effect from time to time. The appropriate officers and employees of OFI shall be available upon reasonable notice for consultation with any of the trustees and officers of the Trust with respect to any matters dealing with the business and affairs of the Trust including the valuation of portfolio securities of the Fund which securities are either not registered for public sale or not traded on any securities market.
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2. |
Investment Management. |
a. OFI shall, subject to the direction and control by the Trust’s Board of Trustees: (i) regularly provide investment advice and recommendations to the Fund with respect to its investments, investment policies and the purchase and sale of securities; (ii) supervise continuously the investment program of the Fund and the composition of its portfolio and determine what securities shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph 7 hereof, for the purchase of securities and other investments for the Fund and the sale of securities and other investments held in the portfolio of the Fund.
b. Provided that the Trust shall not be required to pay any compensation other than as provided by the terms of this Agreement and subject to the provisions of paragraph 7 hereof, OFI may obtain investment information, research or assistance from any other person, firm or corporation to supplement, update or otherwise improve its investment management services.
c. OFI shall not be liable for any loss sustained by the Trust and/or the Fund in connection with matters to which this Agreement relates, except a loss resulting by reason of OFI’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of its reckless disregard of its obligations and duties under this Agreement.
d. Nothing in this Agreement shall prevent OFI or any officer thereof from acting as investment adviser for any other person, firm or corporation and shall not in any way limit or restrict OFI or any of its directors, officers, stockholders or employees from buying, selling or trading any securities for its or their own account or for the account of others for whom it or they may be acting, provided that such activities will not adversely affect or otherwise impair the performance by OFI of its duties and obligations under this Agreement.
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3. |
Other Duties of OFI. |
OFI shall, at its own expense, provide and supervise the activities of all administrative and clerical personnel as shall be required to provide effective administration for the Fund, including the compilation and maintenance of such records with respect to its operations as may reasonably be required; the preparation and filing of such reports with respect thereto as shall be required by the Commission; composition of periodic reports with respect to operations of the Fund for its shareholders; composition of proxy materials for meetings of the Fund’s shareholders, and the composition of such registration statements as may be required by Federal securities laws for continuous public sale of shares of the Fund. OFI shall, at its own cost and expense, also provide the Trust with adequate office space, facilities and equipment. OFI shall, at its own expense, provide such officers for the Fund as the Fund’s Board may request.
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4. |
Allocation of Expenses. |
All other costs and expenses of the Fund not expressly assumed by OFI under this Agreement, shall be paid by the Trust, including, but not limited to: (i) interest and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its trustees other than those associated or affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent fees and expenses; (vii) expenses incident to the redemption of its shares; (viii) expenses incident to the issuance of its shares against payment therefor by or on behalf of the subscribers thereto; (ix) fees and expenses, other than as hereinabove provided, incident to the registration under Federal securities laws of shares of the Fund for public sale; (x) expenses of printing and mailing reports, notices and proxy materials to shareholders of the Fund; (xi) except as noted above, all other expenses incidental to holding meetings of the Fund’s shareholders; and (xii) such extraordinary non-recurring expenses as may arise, including litigation, affecting the Fund and any legal obligation which the Trust may have on behalf of the Fund to indemnify its officers and trustees with respect thereto. Any officers or employees of OFI or any entity controlling, controlled by or under common control with OFI, who may also serve as officers, trustees or employees of the Trust shall not receive any compensation from the Trust for their services. The expenses with respect to any two or more series of the Trust shall be allocated in proportion to the net assets of the respective series except where allocations of direct expenses can be made.
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5. |
Compensation of OFI. |
The Trust agrees to pay OFI on behalf of the Fund and OFI agrees to accept as full compensation for the performance of all functions and duties on its part to be performed pursuant to the provisions hereof, a fee computed on the aggregate net asset value of the Fund as of the close of each business day and payable monthly at the annual rate of: 0.75% of the first $200 million of average annual net assets; 0.72% of the next $200 million; 0.69% of the next $200 million; 0.66% of the next $200 million ; and 0.60% of average annual net assets over $800 million.
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6. |
Use of Name “Oppenheimer”. |
OFI hereby grants to the Trust a royalty-free, non-exclusive license to use the name “Oppenheimer” in the name of the Trust and the Fund for the duration of this Agreement and any extensions or renewals thereof. To the extent necessary to protect OFI’s rights to the name “Oppenheimer” under applicable law, such license shall allow OFI to inspect, and subject to control by the Trust’s Board, control the name and quality of services offered by the Fund under such name. Such license may, upon termination of this Agreement, be terminated by OFI, in which event the Trust shall promptly take whatever action may be necessary to change its name and the name of the Fund and discontinue any further use of the name “Oppenheimer” in the name of the Trust or the Fund or otherwise. The name “Oppenheimer” may be used or licensed by OFI in connection with any of its activities, or licensed by OFI to any other party.
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7. |
Portfolio Transactions and Brokerage. |
a. OFI is authorized, in arranging the purchase and sale of the Fund’s portfolio securities, to employ or deal with such members of securities or commodities exchanges, brokers or dealers (hereinafter “broker-dealers”), including “affiliated” broker-dealers (as that term is defined in the Investment Company Act), as may, in its best judgment, implement the policy of the Fund to obtain, at reasonable expense, the “best execution” (prompt and reliable execution at the most favorable security price obtainable) of the Fund's portfolio transactions as well as to obtain, consistent with the provisions of subparagraph (c) of this paragraph 7, the benefit of such investment information or research as will be of significant assistance to the performance by OFI of its investment management functions.
b. OFI shall select broker-dealers to effect the Fund’s portfolio transactions on the basis of its estimate of their ability to obtain best execution of particular and related portfolio transactions. The abilities of a broker-dealer to obtain best execution of particular portfolio transaction(s) will be judged by OFI on the basis of all relevant factors and considerations including, insofar as feasible, the execution capabilities required by the transaction or transactions; the ability and willingness of the broker-dealer to facilitate the Fund's portfolio transactions by participating therein for its own account; the importance to the Fund of speed, efficiency or confidentiality; the broker-dealer's apparent familiarity with sources from or to whom particular securities might be purchased or sold; as well as any other matters relevant to the selection of a broker-dealer for particular and related transactions of the Fund.
c. OFI shall have discretion, in the interests of the Fund, to allocate brokerage on the Fund’s portfolio transactions to broker-dealers, other than an affiliated broker-dealer, qualified to obtain best execution of such transactions who provide brokerage and/or research services (as such services are defined in Section 28(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI or its affiliates exercise “investment discretion” (as that term is defined in Section 3(a)(35) of the Securities Exchange Act of 1934) and to cause the Trust to pay such broker-dealers a commission for effecting a portfolio transaction for the Fund that is in excess of the amount of commission another broker-dealer adequately qualified to effect such transaction would have charged for effecting that transaction, if OFI determines, in good faith, that such commission is reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer, viewed in terms of either that particular transaction or the overall responsibilities of OFI or its affiliates with respect to the accounts as to which they exercise investment discretion. In reaching such determination, OFI will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker-dealer. In demonstrating that such determinations were made in good faith, OFI shall be prepared to show that all commissions were allocated for purposes contemplated by this Agreement and that the total commissions paid by the Trust over a representative period selected by the Trust's trustees were reasonable in relation to the benefits to the Fund.
d. OFI shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Fund for effecting its portfolio transactions to the extent consistent with the interests and policies of the Fund as established by the determinations of the Board of Trustees of the Trust and the provisions of this paragraph 7.
e. The Trust recognizes that an affiliated broker-dealer: (i) may act as one of the Fund’s regular brokers so long as it is lawful for it so to act; (ii) may be a major recipient of brokerage commissions paid by the Trust; and (iii) may effect portfolio transactions for the Fund only if the commissions, fees or other remuneration received or to be received by it are determined in accordance with procedures contemplated by any rule, regulation or order adopted under the Investment Company Act for determining the permissible level of such commissions.
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8. |
Duration. |
This Agreement will take effect on the date first set forth above, whereupon it replaces the Prior Agreement. Unless earlier terminated pursuant to paragraph 10 hereof, this Agreement shall remain in effect from year to year, so long as such continuance shall be approved at least annually by the Trust’s Board of Trustees, including the vote of the majority of the Trustees of the Trust who are not parties to this Agreement or “interested persons” (as defined in the Investment Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval, or by the holders of a “majority” (as defined in the Investment Company Act) of the outstanding voting securities of the Fund and by such a vote of the Trust’s Board of Trustees.
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9. |
Disclaimer of Trustee or Shareholder Liability. |
OFI understands and agrees that the obligations of the Trust under this Agreement are not binding upon any Trustee or shareholder of the Trust or Fund personally, but bind only the Fund and the Fund’s property. OFI represents that it has notice of the provisions of the Declaration of Trust of the Trust disclaiming Trustee or shareholder liability for acts or obligations of the Trust and the Fund.
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10. |
Termination. |
This Agreement may be terminated: (i) by OFI at any time without penalty upon sixty days’ written notice to the Trust (which notice may be waived by the Trust); or (ii) by the Trust at any time without penalty upon sixty days’ written notice to OFI (which notice may be waived by OFI) provided that such termination by the Trust shall be directed or approved by the vote of a majority of all of the trustees of the Trust then in office or by the vote of the holders of a “majority” of the outstanding voting securities of the Fund (as defined in the Investment Company Act).
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11. |
Assignment or Amendment. |
This Agreement may not be amended or the rights of OFI hereunder sold, transferred, pledged or otherwise in any manner encumbered without the affirmative vote or written consent of the holders of the "majority" of the outstanding voting securities of the Trust. This Agreement shall automatically and immediately terminate in the event of its “assignment,” as defined as stated below.
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12. |
Definitions. |
The terms and provisions of this Agreement shall be interpreted and defined in a manner consistent with the provisions and definitions of the Investment Company Act.
Oppenheimer Variable Account Funds
for Oppenheimer Value Fund/VA
By: /s/ Arthur S. Gabinet
Arthur S. Gabinet
Secretary and Chief Legal Officer
OppenheimerFunds, Inc.
By: /s/ Lisa I. Bloomberg
Lisa I. Bloomberg
Senior Vice President and Deputy General Counsel
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Balanced Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Balanced Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
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1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
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2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9315964 v1
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Capital Appreciation Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Capital Appreciation Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9315964 v1
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Core Bond Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Core Bond Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316007 v1
August 21, 2012
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Global Securities Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Global Securities Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Class 3 Shares, Class 4 Shares, Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316011 v1
August 21, 2012
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Global Strategic Income Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Global Strategic Income Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316013 v1
August 21, 2012
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer High Income Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer High Income Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Class 3 Shares, Class 4 Shares, Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316015 v1
August 21, 2012
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Main Street Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Main Street Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316016 v1
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Main Street Small- & Mid-Cap Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Main Street Small- & Mid-Cap Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316017 v1
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Money Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Money Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316018 v1
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Small- & Mid-Cap Growth Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Small- & Mid-Cap Growth Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
|
1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
|
2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316019 v1
Oppenheimer Variable Accounts Funds,
on behalf of its series, Oppenheimer Value Fund/VA
6803 S. Tucson Way
Centennial, CO 80112
Ladies and Gentlemen:
We have acted as counsel to Oppenheimer Variable Accounts Funds, a Delaware statutory trust (the “Trust”), on behalf of Oppenheimer Value Fund/VA, a series of the Trust (the “Fund”), in connection with the filing with the U.S. Securities and Exchange Commission (“SEC”) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A (File No. 2-93177) of the Trust (the “Registration Statement”) for the purpose of the Trust adopting the Registration Statement as a successor entity pursuant to Rule 414 of the Securities Act of 1933, as amended (the “1933 Act”) and registering an indefinite number of Service Shares and Non-Service Shares of beneficial interest of the Fund (the “Shares”) under the 1933 Act. Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Governing Instrument (defined below).
You have requested our opinion as to the matters set forth below in connection with the filing of the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, Post-Effective Amendment No. 62 to the Registration Statement, the Certificate of Trust for the Trust as filed in the Office of the Secretary of State of the State of Delaware on August 15, 2012 (the “Certificate”), the Agreement and Declaration of Trust for the Trust dated as of August 15, 2012 (the “Governing Instrument”), the Bylaws of the Trust dated as of August 15, 2012 (the “Bylaws”) and the resolutions adopted by the initial Board of Trustees via unanimous written consent on August 15, 2012, which provides for the issuance of the Shares (the “Resolutions” and, collectively with the Governing Instrument and the Bylaws, the “Governing Documents”), and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Trust. Insofar as the opinion relates to matters that are governed by the laws of the State of Delaware, we have relied, with your consent, solely on the opinion of Morris, Nichols, Arsht & Tunnell LLP, a copy of which is being provided concurrently to you. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
Our opinion, as set forth herein, is based on the facts in existence and the laws in effect on the date hereof and is limited to the federal laws of the United States of America and the laws of the State of Delaware that, in our experience, generally are applicable to the issuance of shares by entities such as the Trust. We express no opinion with respect to any other laws.
Based upon and subject to the foregoing, we are of the opinion that:
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1. |
The Shares to be issued pursuant to the Registration Statement have been duly authorized for issuance by the Trust; and |
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2. |
When issued and paid for upon the terms provided in the Registration Statement, the Shares to be issued pursuant to the Registration Statement will be validly issued, fully paid and non-assessable. |
This opinion is rendered solely in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion with the SEC in connection with the Registration Statement and to the reference to this firm in the statement of additional information that is being filed as part of the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ K&L Gates LLP
CI-9316021 v1
August 21, 2012
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Board of Trustees Oppenheimer Balanced Fund/VA |
Board of Trustees Oppenheimer Balanced Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Balanced Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Balanced Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Balanced Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Balanced Fund/VA, a series of Oppenheimer Variable Account Funds a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
August 21, 2012
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Board of Trustees Oppenheimer Capital Appreciation Fund/VA |
Board of Trustees Oppenheimer Capital Appreciation Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Capital Appreciation Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Capital Appreciation Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Capital Appreciation Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Capital Appreciation Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
August 21, 2012
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Board of Trustees Oppenheimer Core Bond/VA |
Board of Trustees Oppenheimer Core Bond/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Core Bond/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Core Bond/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Core Bond/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Core Bond/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
1 Each of Acquired Fund and Acquiring Fund is sometimes referred to herein as a “Fund.” The term “Shareholders” refers to holders of beneficial interest in Acquired Fund or Acquiring Fund, as the case may be. All “section” references are to the Internal Revenue Code of 1986, as amended (“Code”), unless otherwise noted.
August 21, 2012
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Board of Trustees Oppenheimer Global Securities Fund/VA |
Board of Trustees Oppenheimer Global Securities Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Global Securities Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Global Securities Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Global Securities Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Global Securities Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
August 21, 2012
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Board of Trustees Oppenheimer Global Strategic Income |
Board of Trustees Oppenheimer Global Strategic Income Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Global Strategic Income Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Global Strategic Income Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Global Strategic Income Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Global Strategic Income Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
|
Board of Trustees Oppenheimer High Income Fund/VA |
Board of Trustees Oppenheimer High Income Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer High Income Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer High Income Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer High Income Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer High Income Fund/VA (a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
|
Board of Trustees Oppenheimer Main Street Fund/VA |
Board of Trustees Oppenheimer Main Street Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Main Street Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Main Street Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Main Street Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Main Street Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
August 21, 2012
|
Board of Trustees Oppenheimer Money Fund/VA |
Board of Trustees Oppenheimer Money Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Money Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Money Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Money Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Money Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
August 21, 2012
|
Board of Trustees Oppenheimer Main Street Small- & Mid-Cap Fund/VA |
Board of Trustees Oppenheimer Main Street Small- & Mid-Cap Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Main Street Small- & Mid-Cap Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Main Street Small- & Mid-Cap Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Main Street Small- & Mid-Cap Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Main Street Small- & Mid-Cap Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
-
1 Each of Acquired Fund and Acquiring Fund is sometimes referred to herein as a “Fund.” The term “Shareholders” refers to holders of beneficial interest in Acquired Fund or Acquiring Fund, as the case may be. All “section” references are to the Internal Revenue Code of 1986, as amended (“Code”), unless otherwise noted.August 21, 2012
|
Board of Trustees Oppenheimer Small- & Mid-Cap Growth Fund/VA |
Board of Trustees Oppenheimer Small- & Mid-Cap Growth Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Small- & Mid-Cap Growth Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Small- & Mid-Cap Growth Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Small- & Mid-Cap Growth Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Small- & Mid-Cap Growth Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
|
Board of Trustees Oppenheimer Value Fund/VA |
Board of Trustees Oppenheimer Value Fund/VA Centennial, CO 80112-3924 |
Re: Reorganization of Oppenheimer Value Fund/VA (a Series of Oppenheimer Variable Account Funds, a Massachusetts Business Trust) into Oppenheimer Value Fund/VA (a Series of Oppenheimer Variable Account Funds, a Delaware Statutory Trust)
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax consequences of the reorganization (the “Reorganization”) pursuant to an Agreement and Plan of Reorganization dated as of August 21, 2012 (the “Agreement”) by and between Oppenheimer Value Fund/VA, a series of Oppenheimer Variable Account Funds, a Massachusetts business trust (“Acquired Fund”), and Oppenheimer Value Fund/VA, a series of Oppenheimer Variable Account Funds, a Delaware statutory trust (“Acquiring Fund”).1 In the Reorganization, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for shares of beneficial interest of Acquiring Fund (“Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Acquired Fund, followed by the Acquired Fund’s distribution of those shares pro rata to its shareholders of record in liquidation of Acquired Fund.
In rendering this opinion, we have examined (1) the Agreement, (2) the Combined Prospectus and Proxy Statement filed with the Securities and Exchange Commission on December 16, 2011 regarding the Reorganization, as amended or supplemented (“Proxy”), that was furnished to Shareholders, and (3) other documents we have deemed necessary or appropriate for the purposes hereof (collectively, “Documents”). We have assumed, for purposes hereof, the accuracy and completeness of the information contained in all the Documents. As to various matters of fact material to this opinion, we have relied, exclusively and without independent verification (with your permission), on the representations and warranties set forth in the Agreement and on the statements and representations of officers and other representatives of Acquired Fund and Acquiring Fund (collectively, “Representations”). We have assumed that any Representation made “to the knowledge and belief” (or similar qualification) of any person or party is, and at the Closing Date (as defined in the Agreement) will be, correct without such qualification. We have also assumed that as to all matters for which a person or entity has represented that such person or entity is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement, there is no such plan, intention, understanding, or agreement. Finally, we have assumed that the Documents and the Representations present all the material and relevant facts relating to the Reorganization.
OPINION
Based solely on the facts and representations set forth in the reviewed documents and the Representations of officers of the Funds, and conditioned on (i) those representations’ being true on the Closing Date of the Reorganization and (ii) the Reorganization’s being consummated in accordance with the
Agreement (without the waiver or modification of any terms or conditions thereof), our opinion with respect to the federal income tax consequences of the Reorganization is as follows.
1. The Reorganization will be a reorganization under section 368(a) of the Code, and Acquired Fund and Acquiring Fund will each be a party to a reorganization under section 368(b) of the Code.
2. No gain or loss will be recognized by Acquired Fund upon the transfer of substantially all of its assets to, and the assumption of certain of its liabilities by, Acquiring Fund in exchange solely for the Acquiring Fund Shares, followed by the distribution of those Acquiring Fund Shares to Acquired Fund’s shareholders in liquidation of Acquired Fund.
3. No gain or loss will be recognized by Acquiring Fund on the receipt of Acquired Fund's assets in exchange solely for the Acquiring Fund Shares and the assumption of certain of the liabilities of Acquired Fund.
4. The basis of Acquired Fund's assets in the hands of Acquiring Fund will be the same as the basis of such assets in Acquired Fund's hands immediately prior to the Reorganization.
5. Acquiring Fund's holding period in the assets received from Acquired Fund will include Acquired Fund's holding period in such assets (except where Acquiring Fund’s investment activities have the effect of reducing or eliminating an asset’s holding period).
6. Acquired Fund’s shareholders will recognize no gain or loss on the exchange of their shares in Acquired Fund (“Acquired Fund Shares”) for Acquiring Fund Shares in the Reorganization.
7. Acquired Fund’s shareholders’ aggregate basis in the Acquiring Fund Shares received by them will be the same as their aggregate basis in the Acquired Fund Shares surrendered in exchange therefor.
8. The holding period of the Acquiring Fund Shares received by Acquired Fund’s shareholders will include the holding period of the Acquired Fund Shares surrendered in exchange therefor.
Our opinion is based on, and is conditioned on the continued applicability of, the provisions of the Code and the Regulations, judicial decisions, and rulings and other pronouncements of the Internal Revenue Service (“Service”) in existence on the date hereof. All the foregoing authorities are subject to change or modification that can be applied retroactively and thus also could affect the conclusions expressed herein; we assume no responsibility to update our opinion after the date hereof with respect to any such change or modification. Our opinion represents our best judgment regarding how a court would decide the issues addressed herein and is not binding on the Service or any court. Moreover, our opinion does not provide any assurance that a position taken in reliance thereon will not be challenged by the Service, and although we believe that our opinion would be sustained by a court if challenged, there can be no assurances to that effect.
Our opinion addresses only the specific federal income tax consequences of the Reorganization set forth above and does not address any other federal, or any state, local, or foreign tax consequences of the Reorganization or any other action (including any taken in connection therewith). Our opinion also applies only if each Fund is solvent, and we express no opinion about the tax treatment of the transactions described herein if either Fund is insolvent. Finally, our opinion is solely for the addressees’ information and use and may not be relied on for any purpose by any other person without our express written consent, except that our opinion may be disclosed to any Fund Shareholders and they may rely on it as if they were addressees of this opinion, it being understood that we are not establishing any lawyer-client relationship with any Fund Shareholders.
Very truly yours,
/s/ K&L Gates LLP
August 21, 2012
Oppenheimer Variable Account Funds
6803 South Tucson Way
Centennial, CO 80112-3924
Re: Oppenheimer Variable Account Funds
Ladies and Gentlemen:
We have acted as special Delaware counsel to Oppenheimer Variable Account Funds, a Delaware statutory trust (the “Trust”), in connection with certain matters of Delaware law relating to the issuance of the Offered Shares (as defined below) pursuant to the Plan (as defined below). Capitalized terms used herein and not otherwise herein defined are used as defined in the Agreement and Declaration of Trust of the Trust dated as of August 15, 2012 (the “Governing Instrument”).
We understand that, pursuant to an Agreement and Plan of Reorganization (the “Plan”) to be entered into by the Trust, on behalf of Oppenheimer Balanced Fund/VA, Oppenheimer Capital Appreciation Fund/VA, Oppenheimer Core Bond Fund/VA, Oppenheimer Global Securities Fund/VA, Oppenheimer Global Strategic Income Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer Main Street Fund/VA, Oppenheimer Main Street Small- & Mid-Cap Fund/VA, Oppenheimer Money Fund/VA, Oppenheimer Small- & Mid-Cap Growth Fund/VA, Oppenheimer Value Fund/VA, each a Series of the Trust (collectively, the “Trust Series”), and Oppenheimer Variable Account Funds, a Massachusetts business trust (the “Predecessor Fund”), on behalf of Oppenheimer Balanced Fund/VA, Oppenheimer Capital Appreciation Fund/VA, Oppenheimer Core Bond Fund/VA, Oppenheimer Global Securities Fund/VA, Oppenheimer Global Strategic Income Fund/VA, Oppenheimer High Income Fund/VA, Oppenheimer Main Street Fund/VA, Oppenheimer Main Street Small- & Mid-Cap Fund/VA, Oppenheimer Money Fund/VA, Oppenheimer Small- & Mid-Cap Growth Fund/VA, Oppenheimer Value Fund/VA, each a Series of the Predecessor Fund (collectively, the “Predecessor Fund Series”), and subject to the conditions set forth therein, Shares of the Trust Series (the “Offered Shares”) will be distributed to the shareholders of the Predecessor Fund Series in connection with the liquidation and termination of the Predecessor Fund Series.
In rendering this opinion, we have examined and relied on copies of the following documents, each in the form provided to us: the Plan; Post-Effective Amendment No. 64 to Registration Statement No. 2-93177 under the Securities Act of 1933 on Form N-1A of the Trust to be filed with the Securities and Exchange Commission on or about the day hereof (the “Registration Statement”); the Certificate of Trust of the Trust as filed in the Office of the Secretary of State of the State of Delaware (the “State Office”) on August 15, 2012 (the “Certificate of Trust”); the Governing Instrument; the By-Laws of the Trust adopted as of August 15, 2012; resolutions of the Board of Trustees of the Trust prepared for adoption at a meeting of the Trustees held on August 15, 2012 (the “Organizational Resolutions” and together with the Governing Instrument, the By-Laws of the Trust and the Registration Statement, the “Governing Documents”); and a certification of good standing of the Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing of each entity that is a signatory to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization; (ii) the due adoption, authorization, execution and delivery by, or on behalf of, each of the parties thereto of the above-referenced agreements, instruments, certificates and other documents (including, without limitation, the due adoption by the Board of Trustees of the Organizational Resolutions and execution and delivery of the Plan (duly completed and finalized to apply to the Trust and the Trust Series) prior to the issuance of the Offered Shares pursuant thereto) and of all documents contemplated by the Governing Documents to be executed by investors desiring to become Shareholders; (iii) the payment of consideration for the Offered Shares, and the application of such consideration, as provided in the Governing Documents and the Plan, the satisfaction of all conditions precedent to the issuance of the Offered Shares pursuant to the Plan and compliance with all other terms, conditions and restrictions set forth in the Governing Documents in connection with the issuance of the Offered Shares (including, without limitation, the taking of all appropriate action by the Board of Trustees to designate Series and Classes and the rights and preferences attributable thereto, as applicable); (iv) that no event has occurred subsequent to the filing of the Certificate, or will occur prior to the issuance of the Offered Shares pursuant to the Plan, that would cause a termination or dissolution of the Trust or any Series or Class thereof; (v) that the Trust became, prior to or within 180 days following the first issuance of beneficial interests therein, a registered investment company under the Investment Company Act of 1940, as amended; (vi) that the activities of the Trust have been and will be conducted in accordance with the terms of the Governing Instrument and the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. (the “Delaware Act”); (vii) that appropriate notation of the names and addresses of, the number of Shares held by, and the consideration paid by, Shareholders will be maintained in the appropriate registers and other books and records of the Trust in connection with the issuance or transfer of Shares; and (viii) that each of the documents examined by us is in full force and effect, expresses the entire understanding of the parties thereto with respect to the subject matter thereof and has not been amended, supplemented or otherwise modified, except as herein referenced. We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents that are contrary to, or inconsistent with the opinions expressed herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. Further, we express no opinion on the sufficiency or accuracy of any registration or offering documentation relating to the Trust or the Shares. As to any facts material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that the Offered Shares, when issued to Shareholders in accordance with the terms, conditions, requirements and procedures set forth in the Plan and the Governing Documents, will constitute legally issued, fully paid and non-assessable Shares.
We hereby consent to the filing of a copy of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of person whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts, and on the application of Delaware law as the same exist on the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity (including any Shareholder) with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect. This opinion is intended solely for the benefit of the Trust and the Shareholders in connection with the matters contemplated hereby and may not be relied upon by any other person or entity, or for any other purpose, without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
/s/ Louis G. Hering
6244354.4