From:

                                                                                                    AGENCY AGREEMENT
                                                                                                       FOR OPPENHEIMERFUNDS

To:      OPPENHEIMERFUNDS DISTRIBUTOR, INC.
         P.O. BOX 5770
         DENVER, CO  80217-5770

Gentlemen:

         We desire to enter into an agreement  with you for making  available to our customers and reselling to you
shares of each of the  open-end  and  closed-end  "interval"  investment  companies,  unit  investment  trusts  and
municipal  fund  securities  of which you are, or may  become,  the  Distributor  or  Sub-Distributor  (hereinafter
collectively  referred to as the "Funds" and  individually  as a "Fund") and whose shares are offered to the public
at an offering  price which may or may not  include a sales  charge  (hereinafter  referred to as  "Shares").  With
respect to the  OppenheimerFunds  Legacy Program,  which invests in certain of the Funds through  investment pools,
reference  is made to Paragraph 18 below.  Upon  acceptance  of this  Agreement by you, we  understand  that we may
offer shares and act as authorized agent for our customers'  purchase of Shares from you, subject,  however, to all
of the following terms and conditions,  and to your right,  without notice, to suspend or terminate the sale of the
Shares of any one or more of the Funds:

         1. Shares will be made  available  at the current  offering  price in effect at the time the order of such
Shares is confirmed  and accepted by you at your office in Denver,  Colorado.  All purchase  orders,  resale orders
and  applications  of our customers  submitted by us are subject to acceptance or rejection in your sole discretion
and, if accepted, each purchase will be deemed to have been consummated at your office in Denver, Colorado.

         2. We represent  and warrant to you that we are a "bank" as defined in section  3(a)(6) of the  Securities
Exchange Act of 1934, as amended.  We agree to abide by the  provisions of the  Investment  Company Act of 1940, as
amended (the "1940 Act"),  the  Securities  Act of 1933, as amended,  and the  Securities  Exchange Act of 1934, as
amended,  and all applicable rules and regulations of the Securities and Exchange  Commission ("SEC") and the NASD,
including  without  limitation,  the NASD Rules of Conduct,  whether or not we are a  broker/dealer  subject to the
jurisdiction  of the SEC and the NASD.  We further agree to comply with all  applicable  state and Federal laws and
the rules and regulations of authorized  regulatory  agencies.  We agree that we will not offer Shares in any state
or other  jurisdiction  where they have not been  qualified  for sale or if you have not advised us in advance that
such sale is exempt from such  qualification  requirements.  We are responsible  under this Agreement for inquiring
of you as to the jurisdictions in which Shares have been qualified for sale.

         3. We will make  available  to our  customers  Shares of any Fund  only in  accordance  with the terms and
conditions of its  then-current  Prospectus and Statement of Additional  Information  (collectively  referred to as
the "Prospectus") and we will make no  representations  about such Shares not included in said Prospectus or in any
authorized  supplemental  material supplied or authorized by you. We will not use any other offering  materials for
the Funds  without  your written  consent.  We will use  reasonable  efforts in the offer of Shares and agree to be
responsible  for the proper  instruction  and training of all  brokerage  personnel in this area employed by us, in
order that the Shares  will be  offered in  accordance  with the terms and  conditions  of this  Agreement  and all
applicable laws,  rules and  regulations.  We agree to hold you harmless and indemnify you, the Funds, and your and
their  respective  officers,  directors,  trustees  and  employees  in the event that we, or any of our  current or
former employees or agents should violate any law, rule or regulation,  or any provisions of this Agreement,  which
violation  may result in any loss or liability to you,  your  affiliates  or any Fund.  If you  determine to refund
any amounts  paid by an investor by reason of any such  violation,  we shall  promptly  return to you on demand any
agency  commissions  previously  paid by you to us with  respect to the  transaction  for which the refund is made.
Furthermore,  we agree to  indemnify  you,  your  affiliates  and the Funds  against any and all  claims,  demands,
controversies,  actions,  losses,  damages,  liabilities,  expenses,  arbitrations,  complaints or  investigations,
including without limitation,  reasonable  attorneys' fees and court costs that are the result of or arise directly
or  indirectly,  in whole or in part,  from you,  your  affiliates  or the Funds acting upon  instructions  for the
purchase,  exchange or resale of uncertificated  book shares received through your manual or automated phone system
or the Fund/SERV program of National  Securities  Clearing  Corporation;  provided such loss,  liability or damages
are not the result of the gross negligence,  recklessness or intentional  misconduct of you, your affiliates or the
Funds.  All expenses which we incur in connection  with our activities  under this Agreement  shall be borne by us.
In connection with all purchase or resale orders,  we are acting as agent for our customer and each  transaction is
for the account of our customer and not for our own account.  Termination or  cancellation  of this Agreement shall
not relieve us from the  requirements  of this paragraph as to  transactions  or occurrences  arising prior to such
termination.

         4. Any  applicable  sales  charge  and  agency  commission  relative  to any sales of  Shares  made to our
customers  will only be at a rate or rates set forth in the  then-current  Prospectus of the Fund. In the event the
Prospectus  or  Statement  of  Additional  Information  provides  for a minimum  holding  period in order for us to
receive a dealer  commission,  asset-based  sales charge,  service fee or other payment and Shares relating to that
payment are redeemed  prior to the  termination  of that holding  period,  we are obligated to repay you a pro rata
portion of such payment,  based on the ratio of (i) the  difference in the period of time such Shares were held and
the minimum  holding  period to (ii) the holding  period.  You may recoup some or all of such  amounts  from and to
the extent there are any other commissions or payments due and owing from you to





         us at any time, provided,  however,  that you are not obligated to accept repayment only out of such other
commissions  or  payments  and may demand  payment  directly  from us at any time until such  amounts are repaid in
full.  To secure our  obligation  to repay such  payments,  we hereby  grant you,  and you shall  have,  a security
interest in any and all  commissions and other payments due us under this Agreement or under any  Distribution  and
Service Plan and Agreement for any of the Funds.

         5. The  rate(s) of any  agency  commissions  for sale of Shares are  subject to change by you from time to
time,  and any  decreases in such  commissions  shall be made upon 30 days' written  notice,  and any orders placed
after the  effective  date of such  change,  will be subject to the rate(s) in effect at the time of receipt of the
payment  by you.  Such  notice  requirement  shall not apply to any  changes  in the  asset-based  sales  charge or
service fees paid for such shares.

         6. Payments for purchases of Shares made by telephone or wire order  (including  purchase  orders received
through your manual or  automated  phone  system,  or via the  Fund/SERV  program of National  Securities  Clearing
Corporation),  and all necessary account information  required by you to establish an account or to settle a resale
order,  including,  without  limitation,  the tax identification  number of the purchaser,  certified either by the
purchaser or by us, shall be provided to you and received by you within three  business days after your  acceptance
of our order or such shorter time as may be required by law. If such payment or other  settlement  information  are
not timely  received by you, we understand that you reserve the right,  without  notice,  to cancel the purchase or
resale  order,  or, at your option in the case of a purchase  order,  to sell the Shares  ordered by us back to the
Fund, and in either case we may be held  responsible  for any loss,  including  loss of profit,  suffered by you or
any Fund  resulting from our failure to make the aforesaid  timely  payment or  settlement.  If sales of any Fund's
Shares are contingent  upon the Fund's receipt of Federal Funds in payment  therefor,  we will forward  promptly to
you any  purchase  orders  and/or  payments  received  by us for such Shares from our  customers.  With  respect to
purchase orders of uncertificated  book shares placed via Fund/SERV,  we shall retain in our files all applications
and other  documents  required by you to  establish  an account or to settle a resale  order.  We will  provide you
with the original of such documents at your request.

         7. We agree  that we will act as agent  with  respect  to Shares  only if they are  purchased  from you or
repurchased  by you from our customers.  If Shares are purchased  from you by our  customers,  we warrant that such
purchases  are only for  investment.  If Shares are  purchased by us from our customers for resale to you, we agree
that such  customers will be paid not less than the  applicable  redemption or repurchase  price then quoted by the
Fund.






         8. You may  consider  any  order we place  for Fund  shares  to be the  total  holding  of  Shares  by the
investor,  and you may assume  that the  investor  is not  entitled to any  reduction  in sales  price  beyond that
accorded  to the  amount of that  purchase  order as  determined  by the  schedule  set  forth in the  then-current
Prospectus, unless we advise you otherwise when we place the order.

         9. We may place resale  orders with you for Shares owned by our  customers,  but only in  accordance  with
the terms of the  applicable  Fund  Prospectus.  We understand and agree that by placing a resale order with you by
wire or telephone  (including  resale  orders for  uncertificated  book shares  placed via your manual or automated
phone system or via the Fund/SERV program of National  Securities Clearing  Corporation),  we represent to you that
a request for the  redemption of the shares  covered by the resale order has been delivered to us by the registered
owner(s) of such shares,  and that such request has been executed in the manner and with the  signature(s)  of such
registered  owner(s)  guaranteed as required by the  then-current  Prospectus of the applicable  Fund.  Such resale
orders shall be subject to the following additional conditions:

         (a) We shall furnish you with the exact  registration,  account  number and Class of Shares to be
         redeemed  at the  time we  place a  resale  order by wire or  telephone.  Other  than for  resale
         orders of uncertificated  book shares placed via Fund/SERV,  we shall tender to you, within three
         business  days of our placing  such  resale  order:  (i) a stock power or letter,  duly signed by
         the registered  owner(s) of the Shares which are the subject of the order, duly guaranteed,  (ii)
         any Share  certificates  required for such redemption,  and (iii) any additional  documents which
         may be required by the applicable  Fund or its transfer  agent,  in accordance  with the terms of
         the  then-current  Prospectus  of the  applicable  Fund and the policies of the  transfer  agent.
         With  respect to resale  orders of  uncertificated  book shares  placed via  Fund/SERV,  we shall
         retain in our files all  documents  required by you to effect such  transaction.  We will provide
         you with the original of such documents at your request.

         (b) The resale  price will be the next net asset  value per share of the  Shares  computed  after
         your receipt,  prior to the close of the New York Stock Exchange ("NYSE"),  of an order placed by
         us to  resell  such  Shares,  except  that  orders  placed by us after the close of the NYSE on a
         business  day will be based on the  Fund's net asset  value per share  determined  that day,  but
         only if such orders were  received by us from our customer  prior to the close of business of the
         NYSE that day and if we placed our resale  order with you prior to your normal  close of business
         that day.






         (c) In  connection  with a  resale  order  we have  placed,  if we fail to make  delivery  of all
         required  certificates  and documents in a timely manner,  as stated above (other than for resale
         orders placed via  Fund/SERV),  or if the  registered  owner of the Shares  subject to the resale
         order  redeems such Shares  prior to our  settlement  of the order,  you have the right to cancel
         our resale  order.  If any  cancellation  of a resale  order or if any error in the timing of the
         acceptance of a resale order placed by us shall result in a loss to you or the  applicable  Fund,
         we shall promptly reimburse you for such loss.

         10. If any Shares  sold to our  customers  under the terms of this  Agreement  are  redeemed by any of the
Funds  (including  without  limitation  redemptions  resulting  from an exchange for Shares of another Fund) or are
repurchased  by you as agent for the Fund or are  tendered to a Fund for  redemption  within  seven  business  days
after your  confirmation to our customers of our original  purchase order for such Shares,  we shall promptly repay
you the full  amount  of the  agency  commission  (including  any  supplemental  commission)  allowed  to us on the
original sale,  provided you notify us of such  repurchase or redemption.  Termination,  amendment or  cancellation
of this Agreement shall not relieve us from the requirements of this paragraph.

         11. We will comply  with,  and conform our  practices  to, any and all written  compliance  standards  and
policies and procedures that you may from time to time provide to us.

         12. Your  obligations to us under this  Agreement are subject to the provisions of any agreements  entered
into  between  you and the Funds and any plans  adopted by the Funds under Rule 12b-1 under the 1940 Act. If we are
paid a service  fee by you or by any of the  Funds,  we agree to  provide,  at the  request  of you or such  Funds,
verifications  that such payments were used for personal  services  and/or the  maintenance  of personal  accounts,
related to the Shares held by our  customers.  We understand and agree that you are in no way  responsible  for the
manner of our  performance  of, or for any of our acts or omissions  in  connection  with,  the services we provide
under this  Agreement.  Nothing  in this  Agreement  shall be  construed  to  constitute  us or any of our  agents,
employees or representatives as the agent or employee of you or any of the Funds.

         13.  We  undertake  to  promptly  notify  you if we are  not  now a  member  of  the  Securities  Investor
Protection  Corporation (or its  successor)("SIPC"),  or if at any time during the term of the Dealer  Agreement we
cease  being a member  of SIPC.  Such  notice  shall be in  writing  and  shall be sent via  first  class  mail to:
OppenheimerFunds Distributor, Inc., Attn:  General Counsel, Two World Trade Center New York, NY  10048-0203.






         14. We may terminate this Agreement by written notice to you,  which  termination  shall become  effective
ten days after the date of  mailing  such  notice to you.  We agree that you have and  reserve  the right,  in your
sole  discretion  without notice to us, to suspend sales of Shares of any of the Funds, at any time, or to withdraw
entirely the offering of Shares of any of the Funds,  at any time, or, in your sole  discretion,  to modify,  amend
or cancel this Agreement upon written notice to us of such  modification,  amendment or  cancellation,  which shall
be effective on the date stated in such notice.  Without  limiting the foregoing,  you may terminate this Agreement
if we violate any of the provisions of this Agreement,  said  termination to become  effective on the date you mail
such notice to us. Without limiting the foregoing,  and any provision hereof to the contrary  notwithstanding,  the
appointment  of a trustee for all or  substantially  all of our business  assets,  or our  violation of  applicable
state or Federal laws or rules and  regulations  of authorized  regulatory  agencies will  terminate this Agreement
effective  upon the date you mail notice to us of such  termination.  Your failure to terminate  this Agreement for
a particular  cause shall not  constitute a waiver of your right to  terminate  this  Agreement at a later date for
the same or any other cause.  All notices  hereunder  shall be to the  respective  parties at the addresses  listed
heron,  unless  such  address is changed by written  notice sent to the last  address of the other  party  provided
under  this   Agreement.   Any  consent   given  by  us  to   hyperlink   any  web  site  under  your   control  to
oppenheimerfunds.com  is  immediately  withdrawn  upon  termination  of this  Agreement.  In the  event of any such
----------------------
termination,  you shall promptly  eliminate or terminate any such links to, or frames of,  oppenheimerfunds.com  or
                                                                                           ----------------------
any portion thereof.

         15. This  Agreement  shall become  effective as of the date when it is executed and dated by you below and
shall be in substitution of any prior  agreement  between you and us covering any of the Funds.  This Agreement and
all the rights and  obligations of the parties  hereunder  shall be governed by and construed under the laws of the
State of New York  applicable  to agreements  to be performed in New York,  without  giving effect to choice of law
rules.  This  Agreement is not assignable or  transferable,  except that you may without notice or consent from us,
assign or  transfer  this  Agreement  to any  successor  firm or  corporation  which  becomes  the  Distributor  or
Sub-Distributor  of the Funds or assign any of your duties under this  Agreement to any entity under common control
with you.

         16. By  signing  this  Agreement,  we  represent  and  warrant  to you that this  Agreement  has been duly
authorized  by us by all  necessary  action,  corporate  or  otherwise,  and is  signed  on our  behalf by our duly
authorized officer or principal.

         17. Set forth on Appendix A hereto are the Policies and  Procedures  With Respect to Sales of  Multi-Class
Oppenheimer Funds.







         18. We acknowledge  and agree that Appendix B hereto titled  "Policies and Procedures  With Respect to the
OppenheimerFunds  Legacy Program" shall govern our  participation in the  OppenheimerFunds  Legacy Program.  In the
event of any  inconsistency  between the  provisions of Appendix B and the provisions in this main  Agreement,  the
provisions of Appendix B shall govern.





                                                     (Name of Bank)



                                                     (Address)


By:
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                                                                       (Authorized Signature of Bank)



                                                     (Name)



                                                     (Title)

                                                     Accepted:
                                                     OPPENHEIMERFUNDS DISTRIBUTOR, INC.


By:
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Date:
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                                                                       APPENDIX A

                                                                       POLICIES AND PROCEDURES
                                                                       WITH RESPECT TO SALES
                                                                       OF MULTI-CLASS
                                                                       OPPENHEIMER FUNDS

         The Multi-Class  Oppenheimer Funds offer one or more of the following  classes of  shares--shares  subject
to a front-end  sales charge  ("Class A Shares"),  shares  subject to an  asset-based  sales charge and a declining
contingent  deferred  sales charge ("Class B Shares"),  and/or shares subject to an asset-based  sales charge and a
12-month  contingent  deferred  sales charge ("Class C Shares").  It is therefore  important for investors not only
to choose a fund  appropriate for their  investment  objectives,  but also to choose the  appropriate  distribution
arrangement,  based on a variety  of factors  including  the  amount  invested  and the  expected  duration  of the
investment.  To assist investors in these decisions, we are instituting the following policy.

         1.  Purchase  order(s) by a "single  purchaser"  in any one day for  $100,000 or more of Class B shares of
Oppenheimer  Funds described in their  respective  prospectuses as "Eligible  Funds" but less than the amount shown
in the next paragraph must be reviewed by [Dealer's  appropriate  supervisor],  who must approve the purchase order
ticket in light of the relevant facts and circumstances, including:

         (a)  the specific purchase order dollar amount;

         (b)  the length of the time the investor expects the investment will be held; and

         (c) any other  relevant  circumstances,  such as the  availability  of a reduced sales charge for
         purchasing  Class A Shares under rights of  accumulation  or a letter of intent,  and anticipated
         changes in the fund's per share net asset value.

         2.  Purchase  order(s)  by a "single  purchaser"  in any one day for  either  $500,000  or more of Class B
shares or  $1,000,000  or more of Class C shares of one or more  Oppenheimer  Funds  described in their  respective
prospectuses as "Eligible Funds" will not be permitted.

         The instances in which one  distribution  arrangement may be more  appropriate  than the other include the
following.  Investors who would qualify for a reduced  front-end  sales charge on Class A Shares may determine that
payment of such a reduced  front-end  sales charge is preferable to payment of a higher ongoing  asset-based  sales
charge in another Class.  On the other hand,  investors  whose orders would not qualify for a Class A reduced sales
charge may wish to defer the sales charge and have their entire  investment  applied to purchase Class B or Class C
Shares.  However, if such an investor  anticipates  redeeming Class B Shares within a short period of time, such as
within one year, that investor may, depending on the amount purchased,  bear higher  distribution  expenses than if
Class A Shares  had been  purchased  instead.  In  addition,  investors  who  intend  to hold  their  shares  for a
significantly  long time may not wish to bear the higher  ongoing  asset-based  sales charges of Class B or Class C
Shares  irrespective  of the fact that the  contingent  deferred  sales charge that would apply to a redemption  of
Class B shares is reduced over time and is ultimately  eliminated,  or that the  contingent  deferred  sales charge
that would apply to a redemption of Class C shares is relatively small in duration and amount.

         [Dealer's  appropriate  supervisor] must ensure that all employees  receiving investor inquiries about the
purchase of shares of Multi-Class  Oppenheimer  Funds advise the investor of the alternative  distribution  methods
offered,  and the impact of choosing one method over  another.  It may be  appropriate  for  [Dealer's  appropriate
supervisor] to discuss specific purchases of the types described above with the investor.

         This  policy  is  effective  immediately  with  respect  to any order  for the  purchase  of shares of all
Multi-Class  Oppenheimer  Funds.  Questions  relating to this policy  should be directed to  [Dealer's  appropriate
senior management personnel], who may obtain further information from OppenheimerFunds  Distributor,  Inc.'s Dealer
Services Department at 1-800-645-2017.





                                                                                                         APPENDIX B

                                                                                            POLICIES AND PROCEDURES
                                                                                                    WITH RESPECT TO
                                                                                    OPPENHEIMERFUNDS LEGACY PROGRAM

As  determined  by  OppenheimerFunds,  Inc.  (or an  affiliate)  and as approved by the Board of  Directors  of the
Program (as  hereinafter  defined),  certain of the Funds and the Shares (each as defined in the Agreement to which
this  Appendix B is an  addendum)  will be  available  for  purchase by the  OppenheimerFunds  Legacy  Program (the
"Program"),  a tax-exempt  charitable  organization  under Section  501(c)(3) of the Internal Revenue Code of 1986.
Donations  ("Donations")  received by the Program will be irrevocable  and thereafter  invested by and on behalf of
the  Program  in the  Shares,  as  approved  and  directed  by the  Board  of  Directors  of the  Program  based on
recommendations  received from Program donors (the  "Participants"),  pending  disbursement as grants to qualifying
charitable  organizations.  Donations will qualify as current  charitable gift deductions for Participants.  We are
a  registered  broker-dealer  or  authorized  financial  institution  that intends to make  customers  aware of the
Program.  The Program is described in the current  Legacy  Program  Guidebook  (the  "Guidebook"),  Legacy  Program
Consumer  Brochure (the  "Brochure")  and Financial  Advisor Fact Sheet,  copies of which have been provided to us.
Each applicable Fund's prospectus as in effect from time to time (the "Prospectus") will be made available.

In connection with the  participation  in the Program by our customers,  which may result in distribution of Shares
by the Fund to the  Program,  we are  authorized  to  provide  and have  agreed to  provide  Program  participation
assistance and administrative  services in support of Participant  accounts, as described below, upon the following
terms and conditions:

1.       Applications for Program  participation and the handling thereof will be subject to instructions  provided
         by  OppenheimerFunds  Distributor,  Inc.  ("OFDI")  from time to time.  All  applications  are  subject to
         acceptance  by the  Program at its  offices.  The Program  reserves  the right in its sole  discretion  to
         reject any application.  The minimum Donation is set forth in the current Guidebook.

         We agree  that we will not  assist in the  completion  of any  Program  application  or  forward it to the
         Program  unless we  previously  have  delivered or caused to be delivered to such  proposed  Participant a
         copy of the Guidebook and the Brochure.

         With respect to any and all  Participants  in the Program,  subject to the terms of this Appendix B, it is
         understood  and  agreed in each  case that  unless  agreed  to by OFDI in  writing:  (a) we will be acting
         solely  as agent  for the  Participant  and not as agent  for OFDI or the  Program;  (b) the  decision  to
         participate  will be made  solely by the  Participant;  (c)  instructions  which we may provide to OFDI on
         behalf  of a  Participant  will be  solely  as agent  for the  Participant;  and (d) we will  refer to the
         Program all Participant  questions  relating to the operation of the Program,  including,  but not limited
         to, the Program's investment in Shares.

         We alone are  responsible  for  determining  whether  participation  in the  Program is  suitable  for our
         customer and which investment allocation is appropriate.



         We shall not effect any  transactions  in the  Program or induce any action by a  Participant  by means of
         any  manipulation,  deceptive or other fraudulent device or contrivance and shall otherwise deal equitably
         and fairly with our customers with respect to participation in the Program.

2.       For our services hereunder, we may be eligible to receive the following compensation from OFDI:

                  (a)  Program  Participation   Assistance.   We  may  receive  compensation  for  our  efforts  in
                       -----------------------------------
                  assisting  those who wish to  participate  in the  Program  to do so  ("Participation  Assistance
                  Fees").  In  consideration  of receipt of  Participation  Assistance Fees, we will make customers
                  aware of the Program;  we will arrange and hold meetings with  customers  concerning the Program;
                  we will assist customers in completing  documentation  required to participate in the Program; we
                  will obtain and transmit information regarding  prospective  Participants to the Program; we will
                  refer to the Program  questions  relating to the  operation of the Program;  and otherwise act as
                  liaison between prospective Participants and the Program.

                  (b) Service  Fee. We may also be paid an account  service fee (the  "Account  Service  Fee") with
                      ------------
                  respect to each  Participant  account  maintained by the Program,  subject to our compliance with
                  the  Agreement  and this  Appendix B and to our  providing  the services to and acting as liaison
                  with   Participants   including  but  not  limited  to  (1)  maintaining   regular  contact  with
                  Participants  and  assisting  in  referring  to the Program  inquiries  concerning  the  Program,
                  including the  performance of the  Participant  Account  investments;  (2) assisting OFDI and the
                  Program in effecting and maintaining  accurate  Participant  accounts and records;  (3) assisting
                  Participants in effecting  administrative  changes such as account  addresses;  and (4) providing
                  any other  information  or services as the  Participants  or OFDI may  request.  Any such Account
                  Service Fee shall be subject to and in accordance  with  applicable  laws,  rules and regulations
                  and applicable  guidelines  and rules of the National  Association  of Securities  Dealers,  Inc.
                  ("NASD Rules").

                  We acknowledge  and agree that the  Participation  Assistance Fee and the Account Service Fee are
                  the only forms of  compensation  for which we may be eligible for  participating  in the Program.
                  We further  acknowledge and agree that the  Participation  Assistance Fee and the Account Service
                  Fee are payable by OFDI, not by the Program,  from 12b-1 payments  otherwise payable by the Funds
                  to  dealers,  brokers,  banks and other  financial  institutions  in  respect of sales of Class C
                  Shares of the  Funds.  OFDI  reserves  the  right,  without  notice,  to  increase,  decrease  or
                  terminate any Program Participation Assistance or Account Service Fee.

3.       We shall be an independent  contractor  and neither we nor any of your  directors,  partners,  officers or
         employees  as  such,  is or  shall  be an  employee  of  OFDI,  of  the  Program  or of the  Fund.  We are
         responsible  for our own conduct and the  employment,  control and conduct of our agents and employees and
         for injury to such agents or employees or to others through our agents or employees.

4.       We will be responsible for insuring our compliance  with all laws and  regulations  including those of the
         NASD, the Securities and Exchange  Commission and any state  regulatory body having  jurisdiction  over us
         or our customers.

5.       No person is authorized to make any  representations  concerning (1) the Program,  except those  contained
         in the  Guidebook,  the Brochure and in such printed  information  as may be issued by the Program for use
         as  information  supplemental  to  the  Guidebook;  or (2)  the  Shares,  except  those  contained  in the
         Prospectus  and  Statement  of  Additional  Information  relating  thereto (the "SAI") and in such printed
         information  as may be  issued  by  OFDI  for  use  as  information  supplemental  to the  Prospectus.  In
         communications  regarding  the  Program  to  Participants,  we shall  rely  solely on the  representations
         contained  in  the  aforementioned   materials.   Any  applicable  registrations  with  respect  to  state
         charitable  solicitation laws and any qualification of Shares in the various states,  including the filing
         of any state or further  state  notices,  and any  printed  information  which we  furnish  other than the
         Prospectus and SAI and periodic  reports are our sole  responsibility  to the extent  required and not the
         responsibility  of the Program,  and we agree that the Program  shall have no liability or  responsibility
         to us in these respects.

6.       As to  broker/dealers,  we  represent  that we are a member in good  standing  of the NASD and agree  that
         termination   or  suspension  of  such   membership  at  any  time  shall   terminate   this  Appendix  B,
         notwithstanding  anything set forth  herein to the  contrary,  and that if we are a foreign  dealer (a) we
         are  registered  under the Securities  Exchange Act of 1934 and (b) we will conform to the NASD Rules.  We
         agree  that we will  immediately  advise  you of any  termination  or  suspension  of such  membership  or
         registration.

7.       We and agree that all  disputes  between us of  whatever  subject  matter,  whether  existing  on the date
         hereof  or  arising  hereafter,  shall  be  submitted  to  arbitration  in  accordance  with  the  Code of
         Arbitration  Procedure of the NASD, or similar  rules or code, in effect at the time of the  submission of
         any such dispute.

8.       The Program,  without notice,  may be suspended or terminated  entirely at any time without  notice.  OFDI
         reserves  the right to amend  this  Appendix  B at any time and we agree  that the  submission  of a Donor
         Contribution  Agreement  after  notice  of any  such  amendment  has  been  sent to us  shall  demonstrate
         conclusively our agreement to any such amendment.

9.       Additional  copies of the Guidebook and Brochure,  any other Program  information and the Prospectus,  SAI
         and any printed  information  issued  supplementing  the  Prospectus  will be supplied by us in reasonable
         quantities upon request.

10.      We will  indemnify and hold harmless OFDI and each of its directors and officers and each person,  if any,
         who controls  OFDI within the meaning of Section 15 of the  Securities  Act of 1933 (the  "Act"),  against
         any loss,  liability,  damages,  claim or expense  (including  the  reasonable  cost of  investigating  or
         defending any alleged loss, liability,  damages,  claim or expense and reasonable counsel fees incurred in
         connection therewith),  arising by reason of any Participant's  participation in the Program, which may be
         based upon the Act or any other  statute or common  law,  on account of any  wrongful  act by us or any of
         our employees  (including any failure to conform with any  requirement of any state or federal law or NASD
         Rules  relating  to the  offering  of the  Program),  unless  any  such  act  was  made in  reliance  upon
         information  furnished  to us by or on  behalf  of  OFDI,  provided,  however,  that in no case (i) is the
         indemnity  by us in favor of any  person  indemnified  to be deemed  to  protect  OFDI or any such  person
         against any  liability  to which OFDI or any such person  would  otherwise be subject by reason of willful
         misfeasance,  bad faith or gross  negligence in the  performance  of its or his duties or by reason of its
         or his reckless  disregard of its or his obligations  and duties under this  Agreement,  or (ii) are we to
         be liable  under our  indemnity  agreement  contained  in this  paragraph  with  respect to any claim made
         against  OFDI or any  person  indemnified  unless  OFDI or such  person,  as the case may be,  shall  have
         notified us in writing  within a  reasonable  time after the summons or other first legal  process  giving
         information  of the nature of the claim  shall have been  served  upon OFDI or upon such  person (or after
         OFDI or such person shall have received  notice of such service on any designated  agent),  but failure to
         notify  us of any such  claim  shall not  relieve  us from any  liability  that we may have to OFDI or any
         person  against  whom such  action  is  brought  otherwise  than on  account  of our  indemnity  agreement
         contained in this  paragraph.  We shall be entitled to  participate,  at our own expense,  in the defense,
         or, if we so elect,  to assume the defense of any suit brought to enforce any such  liability,  but, if we
         elect to assume the defense such defense shall be conducted by counsel  chosen by us and  satisfactory  to
         OFDI, or to its officers or directors,  or to any controlling  person or persons,  defendant or defendants
         in the suit.  In the event that we assume the  defense of any such suit and retain such  counsel,  OFDI or
         such officers or directors or controlling  person or persons,  defendant or defendants in the suit,  shall
         bear the fees and expenses of any additional  counsel  retained,  by them, but, in case we do not elect to
         assume the defense of any such suit, we shall  reimburse OFDI and such officers,  directors or controlling
         person or persons,  defendant or  defendants  in such suit,  for the  reasonable  fees and expenses of any
         counsel  retained by them.  We agree  promptly to notify OFDI of the  commencement  of any  litigation  or
         proceedings against it in connection with the offer, issue and sale of any Shares.

         OFDI will  indemnify  and hold harmless you and each of your  directors  and officers and each person,  if
         any, who controls  you within the meaning of Section 15 of the Act against any loss,  liability,  damages,
         claim or  expense  (including  the  reasonable  cost of  investigating  or  defending  any  alleged  loss,
         liability,  damages,  claim or expense and  reasonable  counsel fees  incurred in  connection  therewith),
         arising by reason of any  Participant's  participation in the Program,  which may be based upon the Act or
         any  other  statute  or  common  law,  on  account  of any  wrongful  act by OFDI or any of its  employees
         (including  any  failure to conform  with any  requirement  of any state or  federal  law or NASD  Rules),
         unless  any such act was made in  reliance  upon  information  furnished  to OFDI by or on  behalf of you,
         provided,  however,  that in no case (i) is the indemnity by OFDI in favor of any person indemnified to be
         deemed to protect  us or any such  person  against  any  liability  to which we or any such  person  would
         otherwise be subject by reason of willful  misfeasance,  bad faith or gross  negligence in the performance
         of our or his duties or by reason of our or his  reckless  disregard of its  obligations  and duties under
         this Appendix B, or (ii) is OFDI to be liable under its indemnity  agreement  contained in this  paragraph
         with  respect to any claim made  against us or any person  indemnified  unless we or such  person,  as the
         case may be,  shall have  notified  OFDI in writing  within a  reasonable  time after the summons or other
         first legal process  giving  information of the nature of the claim shall have been served upon us or upon
         such person (or after we or such  person  shall have  received  notice of such  service on any  designated
         agent),  but  failure to notify OFDI of any such claim shall not  relieve  OFDI from any  liability  which
         OFDI may have to us or any person  against  whom such action is brought  otherwise  than on account of its
         indemnity  agreement  contained  in this  paragraph.  OFDI shall be  entitled to  participate,  at its own
         expense,  in the  defense,  or, if it so elects,  to assume the defense of any suit brought to enforce any
         such  liability,  but, if it elects to assume the  defense,  such  defense  shall be  conducted by counsel
         chosen by OFDI and  satisfactory to us, or to our officers or directors,  or to any controlling  person or
         persons,  defendant  or  defendants  in the suit.  In the event that OFDI  assumes the defense of any such
         suit and  retains  such  counsel,  we or such  officers or  directors  or  controlling  person of persons,
         defendant or defendants in the suit,  shall bear the fees and expenses of any additional  counsel retained
         by it, but in case OFDI does not elect to assume the  defense or any such suit,  OFDI shall  reimburse  us
         and such officers,  directors or controlling person or persons,  defendant or defendants in such suit, for
         the  reasonable  fees and expenses of any counsel  retained by us or him.  OFDI agrees  promptly to notify
         us of the  commencement of any litigation or proceedings  against it in connection  with the offer,  issue
         and sale of any Shares.

11.      This  Appendix  B shall  become  effective  as of the date it is  mailed by you and  supersedes  any prior
         agreement between us with respect to the sale of Shares of any of the Funds for the Program.



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