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SUBADVISORY AGREEMENT
THIS AGREEMENT is made by and between OppenheimerFunds, Inc., a Colorado corporation (the "Advisor"),
and Trinity Investment Management Corporation, a Pennsylvania Corporation (the "Subadvisor"), as of the date set
forth below.
RECITAL
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WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ Large Cap Growth Fund (the "Fund") is registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), as an open-end, management investment company;
WHEREAS, the Advisor is registered under the Investment Advisors Act of 1940, as amended (the "Advisors
Act"), as an investment advisor and engages in the business of acting as an investment advisor;
WHEREAS, the Subadvisor is registered under the Advisors Act as an investment advisor and engages in the
business of acting as an investment advisor;
WHEREAS, the Advisor has entered into an Investment Advisory Agreement as of December 17, 1998 with the
Fund (the "Investment Advisory Agreement"), pursuant to which the Advisor acts as investment advisor with respect
to the Fund; and
WHEREAS, pursuant to Paragraph 2 of the Investment Advisory Agreement, the Advisor has retained and
wishes to continue to retain the Subadvisor for purposes of rendering investment advisory services to the Advisor
in connection with the Fund upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable
consideration, the receipt of which are hereby acknowledged, the parties hereto agree as follows:
I. Appointment and Obligations of the Subadvisor.
The Advisor hereby appoints the Subadvisor to render, to the Advisor with respect to the Fund,
investment research and advisory services as set forth below in Section II, under the supervision of the Advisor
and subject to the approval and direction of the Fund's Board of Trustees (the "Board"), and the Subadvisor
hereby accepts such appointment, subject to the terms and conditions contained herein. The Subadvisor shall, for
all purposes herein, be deemed an independent contractor and shall not have, unless otherwise expressly provided
or authorized, any authority to act for or represent the Advisor or the Fund in any way or otherwise to serve as
or be deemed an agent of the Fund.
II. Duties of the Subadvisor and the Advisor.
A. Duties of the Subadvisor.
The Subadvisor shall regularly provide investment advice with respect to the Fund and shall, subject to
the terms of this Agreement, continuously supervise the investment and reinvestment of cash, securities and
instruments or other property comprising the assets of the Fund, and in furtherance thereof, the Subadvisor's
duties shall include:
1. Obtaining and evaluating pertinent information about significant developments and
economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the
economy generally or the Fund, and whether concerning the individual issuers whose securities
are included in the Fund's investment portfolio or the activities in which such issuers engage,
or with respect to securities which the Subadvisor considers desirable for inclusion in the
Fund's investment portfolio;
2. Determining which securities shall be purchased, sold or exchanged by the Fund or
otherwise represented in the Fund's investment portfolio and regularly reporting thereon to the
Advisor and, at the request of the Advisor, to the Board;
3. Formulating and implementing continuing programs for the purchases and sales of the
securities of such issuers and regularly reporting thereon to the Advisor and, at the request
of the Advisor, to the Board; and
4. Taking, on behalf of the Fund, all actions that appear to the Subadvisor necessary to
carry into effect such investment program, including the placing of purchase and sale orders,
and making appropriate reports thereon to the Advisor and the Board.
B. Duties of the Advisor.
The Advisor shall retain responsibility for, among other things, providing the following advice and
services with respect to the Fund:
1. Without limiting the obligation of the Subadvisor to so comply, the Advisor shall
monitor the investment program maintained by the Subadvisor for the Fund to ensure
that the Fund's assets are invested in compliance with this Agreement and the Fund's
Registration Statement, as currently in effect from time to time; and
2. The Advisor shall oversee matters relating to Fund promotion, including, but not
limited to, marketing materials and the Subadvisor's reports to the Board.
III. Representations, Warranties and Covenants.
A. Representations, Warranties and Covenants of the Subadvisor.
1. Organization. The Subadvisor is now, and will continue to be, a corporation duly
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formed and validly existing under the laws of its jurisdiction of formation, fully authorized
to enter into this Agreement and carry out its duties and obligations hereunder.
2. Registration. The Subadvisor is registered as an investment advisor with the
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Securities and Exchange Commission (the "SEC") under the Advisors Act, and is registered or
licensed as an investment advisor under the laws of all jurisdictions in which its activities
require it to be so registered or licensed, except where the failure to be so licensed would
not have a material adverse effect on the Subadvisor. The Subadvisor shall maintain such
registration or license in effect at all times during the term of this Agreement.
3. Best Efforts. The Subadvisor at all times shall provide its best judgment and effort
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to the Advisor and the Fund in carrying out its obligations hereunder.
4. Other Covenants. The Subadvisor further agrees that:
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a. it will use the same skill and care in providing such services as it uses in
providing services to other accounts for which it has investment management
responsibilities;
b. it will not make loans to any person to purchase or carry units of beneficial
interest in the Fund or make loans to the Fund;
c. it will report regularly to the Fund and to the Advisor and will make
appropriate persons available for the purpose of reviewing with
representatives of the Advisor on a regular basis 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;
d. as required by applicable laws and regulations, it will maintain books and
records with respect to the Fund's securities transactions and it will furnish
to the Advisor and to the Board such periodic and special reports as the
Advisor or the Board may reasonably request;
e. it will treat confidentially and as proprietary information of the Fund all
records and other information relative to the Fund, and will not use records
and information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in
writing by the Fund or when so requested by the Fund or required by law or
regulation;
f. it will, on a continuing basis and at its own expense, (1) 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 Advisor
may reasonably request from time to time, and (2) use its best efforts to
cause the portfolio manager or other person or persons who manage or are
responsible for overseeing the management of the Fund's portfolio (the
"Portfolio Manager") to provide marketing and distribution assistance to the
Distributor, including, without limitation, conference calls, meetings and
road trips, provided that each Portfolio Manager shall not be required to
devote more than 10% of his or her time to such marketing and distribution
activities;
g. it will use its reasonable best efforts (i) to retain the services of the
Portfolio Manager who manages the portfolio of the Fund, from time to time and
(ii) to promptly obtain the services of a Portfolio Manager acceptable to the
Advisor if the services of the Portfolio Manager are no longer available to
the Subadvisor;
h. it will, from time to time, assure that each Portfolio Manager is acceptable
to the Advisor;
i. it will obtain the written approval of the Advisor prior to designating a new
Portfolio Manager; provided, however, that, if the services of a Portfolio
Manager are no longer available to the Subadvisor due to circumstances beyond
the reasonable control of the Subadvisor (e.g., voluntary resignation, death
or disability), the Subadvisor may designate an interim Portfolio Manager who
(a) shall be reasonably acceptable to the Advisor and (b) shall function for a
reasonable period of time until the Subadvisor designates an acceptable
permanent replacement; and
j. it will promptly notify the Advisor of any impending change in Portfolio
Manager, portfolio management or any other material matter that may require
disclosure to the Board, shareholders of the Fund or dealers, including but
not limited to, any change in the methodologies underlying the Subadvisor's
proprietary valuation models.
B. Representations, Warranties and Covenants of the Advisor.
1. Organization. The Advisor is now, and will continue to be, duly organized and in good
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standing under the laws of its state of incorporation, fully authorized to enter into this
Agreement and carry out its duties and obligations hereunder.
2. Registration. The Advisor is registered as an investment advisor with the SEC under
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the Advisors Act, and is registered or licensed as an investment advisor under the laws of all
jurisdictions in which its activities require it to be so registered or licensed. The Advisor
shall maintain such registration or license in effect at all times during the term of this
Agreement.
3. Best Efforts. The Advisor at all times shall provide its best judgment and effort to
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the Fund in carrying out its obligations hereunder.
IV. Compliance with Applicable Requirements.
In carrying out its obligations under this Agreement, the Subadvisor shall at all times conform to:
A. all applicable provisions of the 1940 Act and any rules and regulations adopted thereunder;
B. the provisions of the registration statement of the Fund, as the same may be amended from time
to time, under the Securities Act of 1933, as amended, and the 1940 Act;
C. the provisions of the Fund's Declaration of Trust or other governing document, as amended from
time to time;
D. the provisions of the By-laws of the Fund, as amended from time to time;
E. any other applicable provisions of state or federal law; and
F. guidelines, investment restrictions, policies, procedures or instructions adopted or issued by
the Fund or the Advisor from time to time.
The Advisor shall promptly notify the Subadvisor of any changes or amendments to the provisions of B.,
C., D. and F. above when such changes or amendments relate to the obligations of the Subadvisor.
V. Control by the Board.
Any investment program undertaken by the Subadvisor pursuant to this Agreement, as well as any other
activities undertaken by the Subadvisor with respect to the Fund, shall at all times be subject to any directives
of the Advisor and the Board.
VI. Books and Records.
The Subadvisor agrees that all records which it maintains for the Fund on behalf of the Advisor are the
property of the Fund and further agrees to surrender promptly to the Fund or to the Advisor any of such records
upon request. The Subadvisor further agrees to preserve for the periods prescribed by applicable laws, rules and
regulations all records required to be maintained by the Subadvisor on behalf of the Advisor under such
applicable laws, rules and regulations, or such longer period as the Advisor may reasonably request from time to
time.
VII. Broker-Dealer Relationships.
A. Portfolio Trades.
The Subadvisor, to the extent appropriate, in consultation with the Advisor, shall place all
orders for the purchase and sale of portfolio securities for the Fund with brokers or dealers selected by the
Subadvisor, which may include, to the extent permitted by the Advisor and the Fund, brokers or dealers affiliated
with the Subadvisor. The Subadvisor shall use its best efforts to seek to execute portfolio transactions at
prices that are advantageous to the Fund and at commission rates that are reasonable in relation to the benefits
received.
B. Selection of Broker-Dealers.
With respect to the execution of particular transactions, the Subadvisor may, to the extent
permitted by the Advisor and the Fund, select brokers or dealers who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended) to the
Fund and/or the other accounts over which the Subadvisor exercises investment discretion. The Subadvisor is
authorized to pay a broker or dealer who provides such brokerage and research services a commission for executing
a portfolio transaction for the Fund that is in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Subadvisor determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research services provided by such broker
or dealer. This determination may be viewed in terms of either that particular transaction or the overall
responsibilities that the Subadvisor has with respect to accounts over which it exercises investment discretion.
The Advisor, Subadvisor and the Board shall periodically review the commissions paid by the Fund to determine,
among other things, if the commissions paid over representative periods of time were reasonable in relation to
the benefits received.
C. Soft Dollar Arrangements.
The Subadvisor may enter into "soft dollar" arrangements through the agency of third parties on
behalf of the Advisor. Soft dollar arrangements for services may be entered into in order to facilitate an
improvement in performance in respect of the Subadvisor's service to the Advisor with respect to the Fund. The
Subadvisor makes no direct payments but instead undertakes to place business with broker-dealers who in turn pay
third parties who provide these services. Soft dollar transactions will be conducted on an arm's-length basis,
and the Subadvisor will secure best execution for the Advisor. Any arrangements involving soft dollars and/or
brokerage services shall be effected in compliance with Section 28(e) of the Securities Exchange Act of 1934, as
amended, and the policies that the Advisor and the Board may adopt from time to time. The Subadvisor agrees to
provide reports to the Advisor as necessary for purposes of providing information on these arrangements to the
Board.
VIII. Compensation.
A. Amount of Compensation. The Advisor shall pay the Subadvisor, as compensation for services
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rendered hereunder, from its own assets, an annual fee, payable monthly, as follows: 0.25% of
the first $150 million of aggregate annual net assets of the Fund, 0.17% of the next $350
million, and 0.14% of average annual net assets in excess of $500 million.
B. Calculation of Compensation. Except as hereinafter set forth, compensation under this
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Agreement shall be calculated and accrued on the same basis as the advisory fee paid to the
Advisor by the Fund (i.e., computed on the average net assets of the Fund as of the close of
business each day). If this Agreement becomes effective subsequent to the first day of a month
or shall terminate before the last day of a month, compensation for that part of the month this
Agreement is in effect shall be prorated in a manner consistent with the calculation of the
fees set forth above.
C. Payment of Compensation: Subject to the provisions of this paragraph, payment of the
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Subadvisor's compensation for the preceding month shall be made by the Advisor within 15 days
after the end of the preceding month.
D. Reorganization of the Fund. If the Fund is reorganized with another investment company for
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which the Subadvisor does not serve as an investment advisor or subadvisor, and the Fund is the
surviving entity, the subadvisory fee payable under this section shall be adjusted in an
appropriate manner as the parties may agree.
IX. Allocation of Expenses.
The Subadvisor shall pay the expenses incurred in providing services in connection with this Agreement,
including, but not limited to, the salaries, employment benefits and other related costs of those of its
personnel engaged in providing investment advice to the Fund hereunder, including, without limitation, office
space, office equipment, telephone and postage costs and other expenses. In the event of an "assignment" of this
Agreement, other than an assignment resulting solely by action of the Advisor or an affiliate thereof, the
Subadvisor shall be responsible for payment of all costs and expenses incurred by the Advisor and the Fund
relating thereto, including, but not limited to, reasonable legal, accounting, printing and mailing costs related
to obtaining approval of Fund shareholders.
X. Non-Exclusivity.
The services of the Subadvisor with respect to the Company and the Fund are not to be deemed to be
exclusive, and the Subadvisor shall be free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities. It is understood and agreed
that officers or trustees of the Subadvisor may serve as officers or trustees of the Advisor or of the Fund; that
officers or trustees of the Advisor may serve as officers or directors of the Subadvisor to the extent permitted
by law; and that the officers and directors of the Subadvisor are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from serving as partners, officers,
directors or trustees of any other firm or trust, including other investment advisory companies provided it is
permitted by applicable law and does not adversely affect the Fund.
XI. Term.
This Agreement shall become effective at the close of business on the date hereof and shall remain in
force and effect, subject to Paragraphs XII.A and XII.B hereof and approval by the Fund's initial shareholder,
for a period of two years from the date hereof.
XII. Renewal.
Following the expiration of its initial two-year term, the Agreement shall continue in full force and
effect from year to year, provided that such continuance is specifically approved:
A. at least annually (1) by the Board or by the vote of a majority of the Fund's outstanding
voting securities (as defined in Section 2(a)(42) of the 1940 Act), and (2) by the affirmative
vote of a majority of the Trustees who are not parties to this Agreement or interested persons
of a party to this Agreement (other than as a Trustee of the Fund), by votes cast in person at
a meeting specifically called for such purpose; or
B. by such method required by applicable law, rule or regulation then in effect.
XIII. Termination.
A. Termination by the Fund and the Subadvisor. This Agreement may be terminated at any time,
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without the payment of any penalty, by vote of the Board or by vote of a majority of the Fund's
outstanding voting securities or the Subadvisor, on sixty (60) days' written notice. The
notice provided for herein may be waived by the party required to be notified.
B. Assignment. This Agreement shall automatically terminate in the event of its "assignment," as
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defined in Section 2 (a) (4) of the 1940 Act. In the event of an assignment that occurs solely
due to the change in control of the Subadvisor (provided that no condition exists that permits,
or, upon the consummation of the assignment, will permit, the termination of this Agreement by
the Advisor pursuant to Section XIII. C. hereof), the Advisor and the Subadvisor, at the sole
expense of the Subadvisor, shall use their reasonable best efforts to obtain shareholder
approval of a successor Subadvisory Agreement on substantially the same terms as contained in
this Agreement.
C. Termination by the Advisor. The Advisor may terminate this Agreement without penalty and
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without the payment of any fee or penalty, immediately after giving written notice, upon the
occurrence of any of the following events:
1. Any of the Subadvisor, their respective partners, subsidiaries, affiliates, directors,
officers, employees or agents engages in an action or omits to take an action that
would cause the Subadvisor to be disqualified in any manner under Section 9(a) of the
1940 Act, if the SEC were not to grant an exemptive order under Section 9(c) thereof
or that would constitute grounds for the SEC to deny, revoke or suspend the
registration of the Subadvisor as an investment advisor with the SEC; or
2. The Subadvisor breaches the representations contained in Paragraph III.A.4.i. of this
Agreement or any other material provision of this Agreement, and any such breach is
not cured within a reasonable period of time after notice thereof from the Advisor to
the Subadvisor.
D. Transactions in Progress upon Termination. The Advisor and Subadvisor will cooperate with each
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other to ensure that portfolio or other transactions in progress at the date of termination of
this Agreement shall be completed by the Advisor in accordance with the terms of such
transactions, and to this end the Subadvisor shall provide the Advisor with all necessary
information and documentation to secure the implementation thereof.
XIV. Liability of the Subadvisor.
In the absence of willful misfeasance, bad faith, negligence or reckless disregard of obligations or
duties hereunder on the part of the Subadvisor or any of its officers, directors or employees, the Subadvisor
shall not be subject to liability to the Advisor for any act or omission in the course of, or connected with,
rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any
security.
XV. Notices.
Any notice or other communication required or that may be given hereunder shall be in writing and shall
be delivered personally, telecopied, sent by certified, registered or express mail, postage prepaid or sent by
national next-day delivery service and shall be deemed given when so delivered personally or telecopied, or if
mailed, two days after the date of mailing, or if by next-day delivery service, on the business day following
delivery thereto, as follows or to such other location as any party notifies any other party:
A. If to the Advisor, to:
OppenheimerFunds, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President and General Counsel
Telecopier: (▇▇▇)▇▇▇-▇▇▇▇
B. If to the Subadvisor, to:
Trinity Investment Management Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
President
Telecopier: (▇▇▇)▇▇▇-▇▇▇▇
XVI. Questions of Interpretation.
This Agreement shall be governed by the laws of the State of New York applicable to agreements made and
to be performed entirely within the State of New York (without regard to any conflicts of law principles
thereof). Any question of interpretation of any term or provision of this Agreement having a counterpart in or
otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or
provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders of the SEC issued pursuant to the
1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this
Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the
effect of such rule, regulation or order.
XVII. Form ADV - Delivery.
The Advisor hereby acknowledges that it has received from the Subadvisor a copy of the Subadvisor's Form
ADV, Part II as currently filed, at least 48 hours prior to entering into this Agreement and that it has read and
understood the disclosures set forth in the Subadvisor's Form ADV, Part II.
XVIII. Miscellaneous.
The captions in this Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors.
XIX. Counterparts.
This Agreement may be executed in counterparts, each of which shall constitute an original and both of
which, collectively, shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their
respective officers as of the 12th day of September, 2001.
OPPENHEIMERFUNDS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
TRINITY INVESTMENT MANAGEMENT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Executive Officer