SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this ____ day of January, 2001
among OPPENHEIMERFUNDS, INC., a Colorado corporation (the "Adviser"), and
Villanova Mutual Fund Capital Trust, a Delaware Business Trust (the
"SubAdviser")
W I T N E S S E T H :
WHEREAS, Gartmore Millennium Growth Fund (the "Fund") is a series of
▇▇▇▇▇▇▇▇▇▇▇ Select Managers (the "Trust") which is registered with the
Securities and Exchange Commission (the "SEC") as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and is engaged
in the business of rendering investment advice;
WHEREAS, the Adviser has, pursuant to an Advisory Agreement with the
Trust, on behalf of the Fund dated as of January 10, 2001 (the "Advisory
Agreement") been retained to act as investment adviser for the Fund;
WHEREAS, the Advisory Agreement permits the Adviser, at its option,
subject to approval by the Trust's Board of Trustees and, to the extent
necessary, shareholders of the Fund, to delegate certain of its duties under the
Advisory Agreement to other investment advisers, subject to the requirements of
the 1940 Act;
WHEREAS, SubAdviser is a registered investment adviser under the Advisers
Act and is engaged in the business of rendering investment advice; and
WHEREAS, the Adviser desires to retain SubAdviser to assist it in the
provision of a continuous investment program for the Fund's assets, and
SubAdviser is willing to render such services subject to the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, the parties do mutually agree and promise as follows:
1. Appointment as SubAdviser. The Adviser hereby retains the SubAdviser to
act as SubAdviser of the Fund to provide investment advice to the Fund as
hereinafter set forth, subject to the supervision of the Adviser and the Board
of Trustees of the Trust and subject to the terms of this Agreement; and the
SubAdviser hereby accepts such employment. It is recognized that the SubAdviser
and certain of its affiliates now act, and that from time to time hereafter may
act, as investment adviser to one or more other investment companies and to
fiduciary or other managed accounts and that the Adviser and the fund have no
objection to such activities.
2. Duties of SubAdviser.
(a) Investments. The SubAdviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions
of the Fund as set forth in the Fund's prospectus and statement of
additional information as currently in effect and as supplemented or
amended from time to time (collectively referred to hereinafter as the
"Prospectus") and subject to the directions of the Adviser and the Trust's
Board of Trustees, to (i) regularly provide investment advice and
recommendations to the Fund with respect to the Fund's investments,
investment policies and the purchase and sale of securities and other
investments; (ii) supervise and monitor the investment program of the Fund
and the composition of its portfolio to determine what securities and
other investments shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of paragraph (d) below, 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. The
Adviser agrees to provide the SubAdviser with such assistance as may be
reasonably requested by the SubAdviser in connection with its activities
under this Agreement, including, without limitation, information
concerning the Fund, its funds available, or to become available, for
investment and generally as to the conditions of the Fund's or the Trust's
affairs. The SubAdviser shall provide to Adviser the information by the
times as all set forth on Exhibit A hereto. The SubAdviser cannot hire
another person or entity to act as subadviser without the permission of
the Board of Trustees and the Adviser.
(b) Compliance with Applicable Laws and Governing Documents. In the
performance of its duties and obligations under this Agreement or
otherwise, the SubAdviser shall act in conformity with the Trust's
Declaration of Trust, By-Laws, procedures and policies adopted by the
Board of the Trust and/or the Adviser, or the SubAdviser if mutually
agreed upon, and the Prospectus and with the instructions and directions
received in writing from the Adviser or the Trustees of the Trust and will
conform to and comply with the requirements of the 1940 Act, the Internal
Revenue Code of 1986, as amended (the "Code"), and all other applicable
federal and state laws and regulations necessary to allow the Fund to
qualify as a "regulated investment company" as defined in Subchapter M of
the Code. Notwithstanding the foregoing, the Adviser shall, subject to the
SubAdviser's compliance with its obligations, remain responsible for the
Fund's overall compliance with the 1940 Act, the Code and all other
applicable federal and state laws and regulations. The Adviser will
provide the SubAdviser with a copy of those portions of the minutes of the
meetings of the Board of Trustees of the Trust to the extent they may
materially affect the duties of the SubAdviser, and with the copies of any
financial statements or reports made by the Fund to its shareholders, and
any further materials or information which the SubAdviser may reasonably
request to enable it to perform its functions under this Agreement.
The Adviser will provide the SubAdviser with advance notice of any
change in the Fund's investment objectives, policies and restrictions as
stated in the Prospectus or in any procedures and policies adopted by the
Board of the Trust and/or the Adviser, or the SubAdviser if mutually
agreed upon, and the SubAdviser shall, in the performance of its duties
and obligations under this Agreement, manage the Fund's portfolio
investments in compliance with such changes, provided the SubAdviser has
received prompt notice of the effectiveness of such changes from the Trust
or the Adviser. In addition to such notice, the Adviser shall provide to
the SubAdviser a copy of a modified Prospectus reflecting such changes.
The Adviser acknowledges and agrees that, provided the SubAdviser has
provided the Adviser with complete, accurate and timely information
regarding the SubAdviser's activities relating to the Fund, the Prospectus
will at all times be in compliance with all disclosure requirements under
all applicable federal and state laws and regulations relating to the
Trust or the Fund, including, without limitation, the 1940 Act, and the
rules and regulations thereunder, and that the SubAdviser shall have no
liability in connection therewith, except as to the accuracy of material
information furnished in writing by the SubAdviser to the Fund or to the
Adviser specifically for inclusion in the Prospectus, or information which
was provided to the SubAdviser to review and SubAdviser approved as to the
accuracy of such material or is deemed to have approved the accuracy of
such material as described below. The SubAdviser hereby agrees to provide
to the Adviser in a timely manner such information relating to the
SubAdviser and its relationship to, and actions for, the Fund as may be
required to be contained in the Prospectus or in the Trust's registration
statement on Form N-1A. The SubAdviser shall review all disclosure about
the Fund and the SubAdviser contained in the Fund's Prospectus and
Statement of Additional Information and certain advertisements for
accuracy and shall approve or disapprove of such disclosure in writing
within five (5) (business days of receiving such disclosure. Any failure
by SubAdviser to respond within such five (5) business day period shall be
deemed to constitute SubAdviser's approval of such disclosure.
In approving any Sales Materials for distribution, SubAdviser assumes
no responsibility or liability for the representations or any omissions
contained in the Sales Materials relating to the Fund, except as otherwise
provided in this Agreement. As used herein, "Sales Material" shall
include, without limitation, promotional materials, sales literature,
advertisements, press releases, announcements, circulars, research
reports, market letters, performance reports or summaries, form letters,
posters, signs and other similar materials, whether in print, hypertext,
video, audio, electronic or other media, and any items derived from the
foregoing, and including sales materials intended for wholesale use (i.e.,
broker/dealer use only) or retail use which contains the "Gartmore" name
or the name of SubAdviser.
Adviser agrees that all Sales Materials will comply in all material
respects with the rules and regulations of the SEC and the NASD and will
be filed by the Fund's General Distributor with the NASD or the SEC as
required by applicable rules and regulations of the NASD and the SEC.
(c) Voting of Proxies. Absent specific written instructions to the
contrary provided to the SubAdviser by the Adviser, the SubAdviser shall
vote, either in person or by proxy, all securities in which the Fund may
be invested from time to time in accordance with the Fund's proxy voting
procedures.
(d) Brokerage. The SubAdviser is authorized, subject to the
supervision of the Adviser and the Trust's Board of Trustees, to establish
and maintain accounts on behalf of the Fund with, and place orders for the
purchase and sale of the Fund's portfolio securities with or through, such
persons, brokers (including, to the extent permitted by applicable law and
by the Trust, the Fund or the Adviser, any broker affiliated with the
SubAdviser) or dealers ("brokers") as SubAdviser may elect and negotiate
commissions to be paid on such transactions. The SubAdviser is hereby
authorized to execute account documentation and related agreements as
necessary to establish and maintain such account.
Upon obtaining consent of the Adviser or the Trust's Board of
Trustees, the SubAdviser may effect the purchase and sale of securities in
private transactions on such terms and conditions as shall be approved by
the Adviser.
The SubAdviser shall place all orders for the purchase and sale of
portfolio investments for the Fund's account with brokers or dealers
selected by the SubAdviser. In the selection of such brokers or dealers
and the placing of such orders, the SubAdviser shall seek to obtain for
the Fund the most favorable price and execution available, except to the
extent it may be permitted to pay higher brokerage commissions for
brokerage and research services, as provided below. In using its
reasonable efforts to obtain for the Fund the most favorable price and
execution available, the SubAdviser, bearing in mind the best interests of
the Fund at all times, shall consider all factors it deems relevant,
including price, the size of the transaction, the breadth and nature of
the market for the security, the difficulty of the execution, the amount
of the commission, if any, the timing of the transaction, market prices
and trends, the reputation, experience and financial stability of the
broker or dealer involved, and the quality of service rendered by the
broker or dealer in other transactions. Subject to such policies as the
Trustees may determine, or as may be mutually agreed to by the Adviser and
the SubAdviser, the SubAdviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Fund to pay a broker
that provides brokerage and research services (within the meaning of
Section 28(e) of the Securities Exchange Act of 1934) to the SubAdviser an
amount of commission for effecting the Fund's investment transaction that
is in excess of the amount of commission that another broker would have
charged for effecting that transaction if, but only if, the SubAdviser
determines in good faith that such commission was reasonable in relation
to the value of the brokerage and research services provided by such
broker or dealer viewed in terms of either that particular transaction or
the overall responsibility of the SubAdviser with respect to the accounts
as to which it exercises investment discretion. It is recognized that the
services provided by such brokers may be useful to the SubAdviser in
connection with the SubAdviser's services to other clients.
On occasions when the SubAdviser deems the purchase or sale of a
security to be in the best interests of the Fund as well as other clients
of the SubAdviser, the SubAdviser, to the extent permitted by applicable
laws and regulations and subject to the allocation procedures approved by
the Fund's Board or Adviser, may, but shall be under no obligation to,
aggregate the securities to be sold or purchased in order to obtain the
most favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of securities so sold or purchased,
as well as the expenses incurred in the transaction, will be made by the
SubAdviser in accordance with the procedures approved by the Trustees or
the Adviser. In purchasing and selling investments, the SubAdviser shall
not favor one investment advisory client over another and shall treat each
such client in a fair manner.
(e) Securities Transactions. The SubAdviser and any affiliated person
of the SubAdviser will not purchase securities or other instruments from
or sell securities or other instruments to the Fund; provided, however,
the SubAdviser or any affiliated person of the SubAdviser may purchase
securities or other instruments from or sell securities or other
instruments to the Fund if such transaction is permissible under
applicable laws and regulations, including, without limitation, the 1940
Act and the Advisers Act and the rules and regulations promulgated
thereunder and is permitted by the procedures adopted by the Fund.
The SubAdviser, including its Access Persons (as defined in
subsection (e) of Rule 17j-1 under the 1940 Act), agrees to observe and
comply with Rule 17j-1 and the Subadviser's Code of Ethics (which shall
comply in all material respects with Rule 17j-1), as the same may be
amended from time to time. The SubAdviser will report certain information,
as reasonably required by the Adviser or the Board on a quarterly and
annual basis. On at least a quarterly basis, the SubAdviser will comply
with the reporting requirements of Rule 17j-1, which may include either
(i) certifying to the Adviser that the SubAdviser and its Access Persons
have complied with the SubAdviser's and the Fund's Code of Ethics with
respect to the Fund or (ii) identifying any violations which have occurred
with respect to the Fund.
(f) Books and Records. The SubAdviser shall maintain separate
detailed records of all matters pertaining to the Fund (the "Fund's
Records"), including, without limitation, brokerage and other records of
all securities transactions. The SubAdviser acknowledges that the Fund's
Records are property of the Trust. The Fund's Records shall be available
to the Fund or the Trust or the Adviser and their respective agents at any
time upon reasonable request during normal business hours and shall be
available for telecopying without delay to the Adviser during any day that
the Fund is open for business.
(g) Information Concerning the Fund and SubAdviser. From time to time
as the Adviser or the Trust may request, the SubAdviser will furnish the
requesting party information and reports on portfolio transactions and
reports on Fund assets held in the portfolio, all in such detail, form and
frequency as the Adviser or the Trust may reasonably request.
The SubAdviser will (i) make appropriate persons, including the
Fund's portfolio manager (the "Portfolio Manager"), available upon a
reasonable basis with reasonable advance notice for the purpose of
reviewing with representatives of the Adviser and/or the Trust's Board of
Trustees periodically the management of the Fund, including, without
limitation, review of the general investment strategy of the Fund,
economic considerations and general conditions affecting the marketplace;
(ii) on a continuing basis, provide the distributor of the Fund (the
"Distributor") with assistance in the distribution and marketing of the
Fund in such amount and form as the Adviser may reasonably request from
time to time, including but not limited to making the Portfolio Manager or
such other persons that are familiar with management of the Fund available
for quarterly due diligence meetings; (iii) use its reasonable best
efforts (A) to retain the services of the Portfolio Manager who manages
the portfolio of the Fund, from time to time and (B) to promptly obtain
the services of a Portfolio Manager if the services of the Portfolio
Manager are no longer available to the SubAdviser; (iv) promptly notify
the Adviser of any anticipated changes in the Portfolio Manager, portfolio
management, any anticipated changes in the ownership or management of the
SubAdviser, or of material changes in the control of the SubAdviser, or
any other material matter that may require disclosure to the Trustees,
shareholders of the Fund or dealers.
The SubAdviser will also provide such information or perform such
additional acts as are customarily performed by a SubAdviser and may be
required for the Fund, the Distributor or the Adviser to comply with their
respective obligations under applicable laws, including, without
limitation, the Code, the 1940 Act, the Advisers Act, the Securities Act
of 1933, as amended (the "Securities Act") and any state securities laws,
and any rule or regulation thereunder.
(h) Custody Arrangements. The SubAdviser shall on each business day
provide the Adviser, the Trust and the Trust's custodian such information
as the Adviser, the Trust and the Trust's custodian may reasonably request
relating to all transactions and holdings concerning the Fund.
3. Independent Contractor. In the performance of its duties hereunder, the
SubAdviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund, the Trust or the Adviser in any way
or otherwise be deemed an agent of the Fund, the Trust or the Adviser.
4. Expenses. During the term of this Agreement, SubAdviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities, commodities and other investments (including
brokerage commissions and other transaction charges, if any) purchased or sold
for the Fund. The SubAdviser shall, at its sole expense, employ or associate
itself with such persons or firms as it believes to be particularly fitted to
assist it in the execution of its duties under this Agreement. Except as
otherwise provided in this Agreement or by law, the SubAdviser shall not be
responsible for the Trust's, the Fund's or Adviser's expenses, which shall
include, but not be limited to, organizational and offering expenses (which
include out-of-pocket expenses, but not overhead or employee costs of the
SubAdviser); expenses for legal, accounting and auditing services; taxes and
governmental fees; dues and expenses incurred in connection with membership in
investment company organizations; costs of printing and distributing shareholder
reports, proxy materials, prospectuses, stock certificates and distribution of
dividends; charges of the Fund's custodians and sub-custodians, administrators
and sub-administrators, registrars, transfer agents, dividend disbursing agents
and dividend reinvestment plan agents; payment for portfolio pricing services to
a pricing agent, if any; registration and filing fees of the Securities and
Exchange Commission (the "SEC"); expenses of registering or qualifying
securities of the Fund for sale in the various states; freight and other charges
in connection with the shipment of the Fund's portfolio securities; fees and
expenses of non-interested Trustees; salaries of shareholder relations
personnel; costs of shareholders meetings; insurance; interest; brokerage costs;
and litigation and other extraordinary or non-recurring expenses. The Trust or
the Adviser, as the case may be, shall reimburse the SubAdviser for any expenses
of the Fund or the Adviser as may be reasonably incurred as specifically
provided for in this Agreement or as specifically agreed to beforehand by the
Trust or the Adviser. The SubAdviser shall keep and supply to the Trust and the
Adviser reasonable records of all such expenses.
5. Compensation. For the services provided and the expenses assumed with
respect to the Fund pursuant to this Agreement, the SubAdviser will be entitled
to the fee listed for the Fund on Exhibit B, as that fee may be established by
the Board of Trustees from time to time. Such fee will be computed daily and
payable no later than the tenth (10th) business day following the end of each
month, from the Adviser, calculated at an annual rate based on the Fund's
average daily net assets.
The method of determining net assets of the Fund for purposes hereof shall
be the same as the method of determining net assets for purposes of establishing
the offering and redemption price of the Shares as described in the Fund's
Prospectus. If this Agreement shall be effective for only a portion of a month,
the aforesaid fee shall be prorated for the portion of such month during which
this Agreement is in effect.
6. Representations and Warranties of SubAdviser. The SubAdviser represents
and warrants to the Adviser and the Fund as follows:
(a) The SubAdviser is registered as an investment adviser under
the Advisers Act;
(b) The SubAdviser is registered as a Commodity Trading Adviser under
the Commodity Exchange Act (the "CEA") with the Commodity Futures Trading
Commission (the "CFTC"), or is not required to register pursuant to an
applicable exemption;
(c) The SubAdviser is a corporation duly organized and properly
registered and operating under the laws of the State of Delaware with the
power to own and possess its assets, perform its obligations under this
Agreement, and to carry on its business as it is now being, and to be,
conducted;
(d) The execution, delivery and performance by the SubAdviser of this
Agreement are within the SubAdviser's powers and have been duly authorized
by all necessary action and no action by or in respect of, or filing with,
any governmental body, agency or official is required on the part of the
SubAdviser for the execution, delivery and performance by the SubAdviser
of this Agreement, and the execution, delivery and performance by the
SubAdviser of this Agreement do not contravene or constitute a default
under (i) any provision of applicable law, rule or regulation, (ii) the
SubAdviser's governing instruments, or (iii) any agreement, judgment,
injunction, order, decree or other instrument binding upon the SubAdviser;
(e) The Form ADV of the SubAdviser previously provided to the Adviser
and all amendments to the SubAdviser's Form ADV to be provided to Adviser
is or will be a true and complete copy of the form as currently filed or
as then filed with the SEC and the information contained therein is
accurate and complete in all material respects and does not omit to state
any material fact necessary in order to make the statements made, in light
of the circumstances under which they were made, not misleading.
7. Representations and Warranties of Adviser. The Adviser represents
and warrants to the SubAdviser as follows:
(a) The Adviser is registered as an investment adviser under the
Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the CFTC and the National Futures Association or is not
required to file such exemption;
(c) The Adviser is a corporation duly organized and validly existing
under the laws of the State of Colorado with the power to own and possess
its assets, perform its obligations under this Agreement, and to carry on
its business as it is now being, and to be, conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement are within the Adviser's powers and have been duly authorized by
all necessary action, and no action by or in respect of, or filing with,
any governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance by the Adviser of this
Agreement, and the execution, delivery and performance by the Adviser of
this Agreement do not contravene or constitute a default under (i) any
provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instrument binding upon the Adviser;
(e) The Adviser acknowledges that it received a copy of the
SubAdviser's Form ADV prior to the execution of this Agreement; and
(f) The Adviser and the Trust have duly entered into the Advisory
Agreement pursuant to which the Trust authorized the Adviser to
enter into this Agreement.
8. Delivery of Documents. The SubAdviser has furnished the Adviser with
true, accurate and complete copies of the following:
(a) The SubAdviser's Form ADV as filed with the Commission, as of
the date hereof;
(b) Separate lists of persons who the SubAdviser wishes to have
authorized to give written and oral instructions to custodian(s) of the
Fund; and
(c) The Code of Ethics of the SubAdviser, as in effect on the date hereof.
The Adviser has furnished the SubAdviser with true, accurate and
complete copies of the
following:
(a) Trust's Declaration of Trust and By-Laws
(b) Form ADV
(c) All applicable Trust or Adviser policies and procedures as
described in this Agreement.
The SubAdviser and Adviser will furnish the other from time to time with
copies, properly certified or otherwise authenticated, of all amendments of or
supplements to the foregoing.
9. Survival of Representations and Warranties; Duty to Update Information.
All representations and warranties made by the SubAdviser and the Adviser
pursuant to Sections 6 and 7, respectively, shall survive the termination of
this Agreement. The parties hereto shall promptly notify each other in writing
upon becoming aware that any of the foregoing representations and warranties are
no longer true and each shall promptly update all information and documents
which the other is required to provide hereunder.
10. Liability and Indemnification.
(a) Liability. The SubAdviser shall exercise its best judgment in
rendering the services in accordance with the terms of this Agreement. In
the absence of willful misfeasance, bad faith or negligence on the part of
the SubAdviser or a reckless disregard of its duties hereunder, the
SubAdviser, each of its affiliates and all respective partners, officers,
directors and employees ("Affiliates") and each person, if any, who within
the meaning of the Securities Act controls the SubAdviser ("Controlling
Persons") shall not be liable for any error of judgment or mistake of law
and shall not be subject to any expenses or liability to the Adviser, the
Trust or the Fund or any of the Fund's shareholders, in connection with
the matters to which this Agreement relates. Except as set forth in (c)
below, the absence of willful misfeasance, bad faith or gross negligence
on the part of the Adviser or a reckless disregard of its duties
hereunder, the Adviser, any of its Affiliates and each of the Adviser's
Controlling Persons, if any, shall not be subject to any liability to the
SubAdviser, for any act or omission in the case of, or connected with,
rendering services hereunder or for any losses that may be sustained in
the purchase, holding or sale of Fund assets; provided, however, that
nothing herein shall relieve the Adviser and the SubAdviser from any of
their obligations under applicable law, including, without limitation, the
federal and state securities laws and the CEA.
(b) The SubAdviser agrees to indemnify and hold harmless the Adviser,
its Affiliates and Controlling Persons and their respective officers,
directors and employees, against any and all losses, claims, damages,
liabilities or litigation (including reasonable attorneys' fees), to which
the Adviser or such Affiliates or Controlling Persons of the Adviser or
their respective officers, directors and employees may become subject
under the 1940 Act, the 1933 Act, the Advisers Act, or any other statute,
law, rule or regulation, arising directly out of the SubAdviser's
responsibilities hereunder (1) to the extent of and as result of the
willful misfeasance, bad faith, or negligence by the SubAdviser, any of
the SubAdviser's employees or representatives or any other affiliate of or
any person acting on behalf of the SubAdviser, or (2) as a result of any
untrue statement of a material fact contained in the Fund's registration
statement, including any amendment thereof or any supplement thereto, or
the omission of a material fact required to be stated in such registration
statement necessary to make the statements therein not misleading, if such
a statement or omission was made in reliance upon and in conformity with
written information furnished by the SubAdviser to the Fund or written
information furnished by the Adviser to the SubAdviser for review and such
information is approved or deemed approved by the SubAdviser; provided,
however, that in no case is the SubAdviser's indemnity hereunder deemed to
protect a person against any liability to which any such person would
otherwise be subject by reason of willful misfeasance, bad faith or
negligence in performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
(c) The Adviser agrees to indemnify and hold harmless the SubAdviser,
its Affiliates and each Controlling Person of the SubAdviser, if any, and
their respective officers, directors and employees against any and all
losses, claims, damages, liabilities or litigation (including reasonable
attorneys' fees), to which the SubAdviser or such Affiliates or
Controlling Person of the SubAdviser or their respective officers,
directors and employees may become subject under the Act, the 1933 Act,
the Advisers Act, or any other statute, law, rule or regulation, arising
out of the Adviser's responsibilities as investment manager of the Fund or
the Adviser's obligations hereunder (1) to the extent of and as a result
of the willful misfeasance, bad faith, or gross negligence by the Adviser,
any of the Adviser's employees or representatives or any affiliate of or
any person acting on behalf of the Adviser, or (2) as a result of any
untrue statement or alleged untrue statement of a material fact contained
in the Fund's registration statement, including any amendment thereof or
any supplement thereto, or the omission of or alleged omission to state a
material fact in such registration statement necessary to make the
statements therein not misleading; provided, however, that in no case
shall the Adviser's indemnity hereunder be deemed to protect a person
against any liability to which any such person would otherwise be subject
by reason of 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.
11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall continue
until December 31, 2002, and thereafter shall continue automatically for
successive annual periods, provided such continuance is specifically
approved at least annually by the Trust's Board of Trustees or vote of the
lesser of (a) 67% of the shares of the Fund represented at a meeting if
holders of more than 50% of the outstanding voting securities of the Fund
are present in person or by proxy or (b) more than 50% of the outstanding
voting securities of the Fund; provided that in either event its
continuance also is approved by a majority of the Trust's Trustees who are
not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of
voting on such approval.
(b) Termination. Notwithstanding whatever may be provided herein to
the contrary, this Agreement may be terminated at any time, without
payment of any penalty:
(i) By vote of a majority of the Trust's Board of Trustees, or
by vote of a majority of the outstanding voting securities of the
Fund, or by the Adviser, in each case, upon at least 60 days' written
notice to the SubAdviser;
(ii) By the non-defaulting party immediately upon written notice
from the non-defaulting party to the defaulting party in the event of
a breach of any provision of this Agreement by the defaulting party;
or
(iii)By the SubAdviser upon at least 60 days' written notice to
the Adviser and the Trust.
The notice provided for in (i) and (iii) above may be waived by the
party required to be notified.
This Agreement shall not be assigned (as such term is defined in the
▇▇▇▇ ▇▇▇) and shall terminate automatically in the event of its assignment
or upon the termination of the Advisory Agreement. In the event of an
assignment that would require termination solely due to the change of
control of the SubAdviser, this Agreement may continue in effect if
permitted by the 1940 Act to obtain any necessary approvals which shall be
obtained at the sole expense of the SubAdviser.
(c) Transactions in Progress Upon Termination. The Adviser and SubAdviser
will cooperate with each other to ensure that portfolio or other
transactions in progress at the date of termination of this Agreement
shall be completed by the Adviser in accordance with the terms of such
transactions, and to this end the SubAdviser shall provide the Adviser
with all necessary information and documentation to secure the
implementation thereof.
12. Duties of the Adviser. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee and review the SubAdviser's performance of
its duties under this Agreement. Nothing contained in this Agreement shall
obligate the Adviser to provide any funding or other support for the purpose of
directly or indirectly promoting investments in the Fund.
13. Reference to Adviser and SubAdviser.
(a) Neither the Adviser nor any Affiliate or agent of it shall make
reference to or use the name of SubAdviser or any of its Affiliates, or
any of their clients, except as provided herein and except for references
concerning the identity of and services provided by the SubAdviser to a
Fund, which references shall not differ in substance from those included
in the Prospectus and this Agreement, in any advertising or promotional
materials without the prior approval of SubAdviser, which approval shall
not be unreasonably withheld or delayed. The Adviser hereby agrees to make
all reasonable efforts to cause the Fund and any Affiliate thereof to
satisfy the foregoing obligation.
(b) Neither the SubAdviser nor any Affiliate or agent of it shall
make reference to or use the name of the Fund, the Adviser or any of their
respective Affiliates, or any of their clients, except references
concerning the identity of the Fund or the Adviser, which references shall
not differ in substance from those included in the Prospectus and this
Agreement, in any advertising or promotional materials without the prior
approval of Adviser, which approval shall not be unreasonably withheld or
delayed.
14. Amendment. This Agreement may be amended by mutual consent of the
parties, provided that the terms of any material amendment shall be approved by:
a) the Trust's Board of Trustees or by a vote of a majority of the outstanding
voting securities of the Fund (as required by the ▇▇▇▇ ▇▇▇) and b) the vote of a
majority of those Trustees of the Trust who are not "interested persons" of any
party to this Agreement cast in person at a meeting called for the purpose of
voting on such approval, if such approval is required by applicable law.
15. Confidentiality. Subject to the duties of the SubAdviser to comply
with applicable law, including any demand of any regulatory or taxing authority
having jurisdiction, the SubAdviser shall treat as confidential all information
pertaining to the Fund and the actions of the SubAdviser, the Adviser and the
Fund in respect thereof.
16. Limited License for Use of Name. SubAdviser represents and warrants
that it has been granted (i) a limited license to use the name "Gartmore" in the
Fund name Gartmore Millennium Growth Fund, and (ii) the right to assign such
license to Adviser by its affiliate, Gartmore Investment Management plc, in
connection with providing investment sub-advisor services to the Adviser and the
Fund as contemplated by this Agreement subject to the conditions set forth in
Section 2 and 16. The limited license shall continue only during the term of the
Agreement. Adviser shall cease to use the name "Gartmore" and destroy its
existing inventory of Sales Material as soon as practicable, but in any event no
later than 60 days after termination of this Agreement or upon the use of the
word "Gartmore" where such use is materially injurious to the financial
condition or business reputation of the SubAdviser or its affiliates, as
determined in the sole discretion of the SubAdviser.
17. Notice. Any notice that is required to be given by the parties to each
other under the terms of this Agreement shall be in writing, delivered, or
mailed postpaid to the other parties, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the SubAdviser:
Villanova Mutual Fund Capital Trust
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Adviser:
OppenheimerFunds, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:, President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
18. Jurisdiction. This Agreement shall be governed by and construed to be
consistent with the Advisory Agreement and in accordance with substantive laws
of the State of New York without reference to choice of law principles thereof
and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act
shall control.
19. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, all of which shall
together constitute one and the same instrument.
20. Certain Definitions. For the purposes of this Agreement and except as
otherwise provided herein, "vote of a majority of the outstanding voting
securities," "interested person," "affiliated person," and "assignment" shall
have their respective meanings as set forth in the 1940 Act, subject, however,
to such exemptions as may be granted by the SEC.
21. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
22. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
23. Survival. The provisions of Sections 2(f), 9, 10, 11(c), 13, 15 and 16
will survive termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
ADVISER
OPPENHEIMERFUNDS, INC.
By:_________________________________
Name:
Title:
SUBADVISER
VILLANOVA MUTUAL FUND CAPITAL
TRUST
By:_________________________________
Name:
Title:
EXHIBIT A TO
SUBADVISORY AGREEMENT
The Subadviser shall provide to Adviser the information and instructions
as follows:
1. Trade Settlement. The Subadviser will settle and instruct all portfolio
securities trades to the Fund's custodial bank. All trade information shall have
been confirmed prior to the Subadviser communicating that information to the
Adviser. The Subadviser shall be responsible for maintaining all confirmation
statements and trade records with respect to the Fund and Subadviser shall
provide such information to the Adviser upon request.
2. Daily Trades. The Subadviser shall provide trade information to the
Adviser no later than 5:30 p.m. eastern time on trade date.
3. Cancelled/Corrected Trades. Subadviser shall send to the Adviser no
later than 1:00 p.m. eastern time on T+1 a list of all cancelled trades and/or
corrected trades and, if none, the list shall so state.
4. Trade Blotters. The Subadviser shall send to the Adviser each business
day a daily trade blotter which contains all information about that day's
trades.
5. Corporate Actions. All corporate action elections made by Subadviser
shall be faxed to the Fund's custodial bank and to the Adviser in a timely
manner. The Subadviser shall receive all corporate action notifications from the
Fund's custodial bank, and shall not look to the Adviser for such notification.
EXHIBIT B TO
SUBADVISORY AGREEMENT
SubAdvisory Fees
0.70% of the first $400 million of average annual net assets of the Fund,
0.60% of the next $400 million, and 0.50% of average annual net assets in
excess of $800 million.
n1a\Select Managers\\OFI SubAdv Agmt_Villanova2