AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of January, 2005,
by and between ▇▇▇▇▇▇▇▇▇▇▇ Series Fund, Inc. (the "Fund") and
OppenheimerFunds, Inc. ("OFI").
WHEREAS, each of ▇▇▇▇▇▇▇▇▇▇▇ Disciplined Allocation Fund and
▇▇▇▇▇▇▇▇▇▇▇ Value Fund is a Series of the Fund (each a "Series") and is an
open-end, diversified management investment company registered as such with
the Securities and Exchange Commission (the "Commission") pursuant to the
Investment Company Act of 1940 (the "Investment Company Act"), and OFI is a
registered investment adviser;
WHEREAS, this Agreement amends and restates the Investment Advisory
Agreement dated March 1, 1996 by and between the Fund and OFI;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. GENERAL PROVISION.
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The Fund hereby employs OFI and OFI hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other duties
and functions as are hereinafter set forth. OFI shall, in all matters, give
to the Fund and its Board of Directors the benefit of its best judgment,
effort, advice and recommendations and shall, at all times conform to, and
use its best efforts to enable the Fund to conform to (i) the provisions of
the Investment Company Act and any rules or regulations thereunder; (ii) any
other applicable provisions of state or federal law; (iii) the provisions of
the Company's Articles of Incorporation and By-Laws as amended from time to
time; (iv) policies and determinations of the Board of Directors of the
Company; (v) the fundamental policies and investment restrictions of the Fund
as reflected its registration statement under the Investment Company Act or
as such policies may, from time to time, be amended by the Fund's
shareholders; and (vi) the Prospectus and Statement of Additional Information
of the Fund in effect from time to time. The appropriate officers and
employees of OFI shall be available upon reasonable notice for consultation
with any of the Directors and officers of the Company with respect to any
matters dealing with the business and affairs of the Fund including the
valuation of any of the Fund's portfolio securities which are either not
registered for public sale or not being traded on any securities market.
2. INVESTMENT MANAGEMENT.
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(a) OFI shall, subject to the direction and control by the Company's
Board of Directors, (i) regularly provide, alone or in consultation with any
subadvisor or subadvisors appointed pursuant to this Agreement and subject to
the provisions of any investment subadvisory agreement respecting the
responsibilities of such subadvisor or subadvisors, investment advice and
recommendations to the Fund with respect to its investments, investment
policies and the purchase and sale of securities; (ii) supervise continuously
the investment program of the Fund and the composition of its portfolio and
determine what securities shall be purchased or sold by the Fund; and (iii)
arrange, subject to the provisions of paragraph "7" hereof, for the purchase
of securities and other investments for the Fund and the sale of securities
and other investments held in the portfolio of the Fund.
(b) Provided that the Fund shall not be required to pay any
compensation other than as provided by the terms of this Agreement and
subject to the provisions of paragraph "7" hereof, OFI may obtain investment
information, research or assistance from any other person, firm or
corporation to supplement, update or otherwise improve its investment
management services.
(c) Provided that nothing herein shall be deemed to protect OFI from
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or reckless disregard of its obligations and duties under the
Agreement, OFI shall not be liable for any loss sustained by reason of good
faith errors or omissions in connection with any matters to which this
Agreement relates.
(d) Nothing in this Agreement shall prevent OFI or any officer thereof
from acting as investment adviser for any other person, firm or corporation
and shall not in any way limit or restrict OFI or any of its directors,
officers or employees from buying, selling or trading any securities for its
own account or for the account of others for whom it or they may be acting,
provided that such activities will not adversely affect or otherwise impair
the performance by OFI of its duties and obligations under this Agreement and
under the Investment Advisers Act of 1940.
3. OTHER DUTIES OF OFI.
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OFI shall, at its own expense, employ, and supervise the activities of,
all administrative and clerical personnel or other firms, agents or
contractors, as shall be required to provide effective corporate
administration for the Fund, including the compilation and maintenance of
such records with respect to its operations as may reasonably be required
(other than those the Fund's custodian or transfer agent is contractually
obligated to compile and maintain); the preparation and filing of such
reports with respect thereto as shall be required by the Commission;
composition of periodic reports with respect to its operations for the
shareholders of the Fund; composition of proxy materials for meetings of the
Fund's shareholders and the composition of such registration statements as
may be required by federal securities laws for continuous public sale of
shares of the Fund. OFI shall, at its own cost and expense, also provide the
Fund with adequate office space, facilities and equipment.
4. ALLOCATION OF EXPENSES.
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All other costs and expenses not expressly assumed by OFI under this
Agreement, or to be paid by the principal distributor of the shares of the
Fund, shall be paid by the Fund, including, but not limited to: (i) interest
and taxes; (ii) brokerage commissions; (iii) premiums for fidelity and other
insurance coverage requisite to its operations; (iv) the fees and expenses of
its Directors; (v) legal and audit expenses; (vi) custodian and transfer
agent fees and expenses; (vii) expenses incident to the redemption of its
shares; (viii) expenses incident to the issuance of its shares against
payment therefore by or on behalf of the subscribers thereto; (ix) fees and
expenses, other than as hereinabove provided, incident to the registration
under federal securities laws of shares of the Fund for public sale; (x)
expenses of printing and mailing reports, notices and proxy materials to
shareholders of the Fund; (xi) except as noted above, all other expenses
incidental to holding meetings of the Fund's shareholders; and (xii) such
extraordinary non-recurring expenses as may arise, including litigation,
affecting the Fund and any obligation which the Fund may have to indemnify
its officers and Directors with respect thereto. Any officers or employees
of OFI or any entity controlling, controlled by or under common control with
OFI, who may also serve as officers, Directors or employees of the Fund shall
not receive any compensation from the Fund for their services.
5. COMPENSATION OF OFI.
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Each Series agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee computed on the
aggregate net assets value of each Series as of the close of each business
day and payable monthly at the annual rates set for the in Appendix A.
6. USE OF NAME "▇▇▇▇▇▇▇▇▇▇▇."
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OFI hereby grants to the Fund a royalty-free, non-exclusive license to
use the name "▇▇▇▇▇▇▇▇▇▇▇" in the name of the Fund for the duration of this
Agreement and any extensions or renewals thereof. To the extent necessary to
protect OFI's rights to the name "▇▇▇▇▇▇▇▇▇▇▇" under applicable law, such
license shall allow OFI to inspect, and subject to control by the Fund's
Board of Directors, control the name and quality of services offered by the
Fund under such name. Such license may, upon termination of this Agreement,
be terminated by OFI, in which event the Fund shall promptly take whatever
action may be necessary to change its name and discontinue any further use of
the name "▇▇▇▇▇▇▇▇▇▇▇" in the name of the Fund or otherwise. The name
"▇▇▇▇▇▇▇▇▇▇▇" may be used or licensed by OFI in connection with any of its
activities, or licensed by OFI to any other party.
7. PORTFOLIO TRANSACTIONS AND BROKERAGE.
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(a) OFI is authorized, in arranging the Fund's portfolio transactions,
to employ or deal with such members of securities or commodities exchanges,
brokers or dealers including "affiliated" broker dealers (as that term is
defined in the Investment Company Act) (hereinafter "broker-dealers"), as
may, in its best judgment, implement the policy of the Fund to obtain, at
reasonable expense, the "best execution" (prompt and reliable execution at
the most favorable security price obtainable) of the Fund's portfolio
transactions as well as to obtain, consistent with the provisions of
subparagraph "(c)" of this paragraph "7," the benefit of such investment
information or research as may be of significant assistance to the
performance by OFI of its investment management functions.
(b) OFI shall select broker-dealers to effect the Fund's portfolio
transactions on the basis of its estimate of their ability to obtain best
execution of particular and related portfolio transactions. The abilities of
a broker-dealer to obtain best execution of particular portfolio
transaction(s) will be judged by OFI on the basis of all relevant factors and
considerations including, insofar as feasible, the execution capabilities
required by the transaction or transactions; the ability and willingness of
the broker-dealer to facilitate the Fund's portfolio transactions by
participating therein for its own account; the importance to the Fund of
speed, efficiency or confidentiality; the broker-dealer's apparent
familiarity with sources from or to whom particular securities might be
purchased or sold; as well as any other matters relevant to the selection of
a broker-dealer for particular and related transactions of the Fund.
(c) OFI shall have discretion, in the interests of the Fund, to
allocate brokerage on the Funds portfolio transactions to broker-dealers
(other than affiliated broker-dealers) qualified to obtain best execution of
such transactions who provide brokerage and/or research services (as such
services are defined in Section 28(e)(3) of the Securities Exchange Act of
1934) for the Fund and/or other accounts for which OFI and its affiliates
exercise "investment discretion" (as that term is defined in Section 3(a)(35)
of the Securities Exchange Act of 1934) and to cause the Fund to pay such
broker-dealers a commission for effecting a portfolio transaction for the
Fund that is in excess of the amount of commission another broker-dealer
adequately qualified to effect such transaction would have charged for
effecting that transaction, if OFI determines, in good faith, that such
commission is reasonable in relation to the value of the brokerage and/or
research services provided by such broker-dealer, viewed in terms of either
that particular transaction or the overall responsibilities of OFI and its
investment advisory affiliates with respect to the accounts as to which they
exercise investment discretion. In reaching such determination, OFI will not
be required to place or attempt to place a specific dollar value on the
brokerage and/or research services provided or being provided by such
broker-dealer. In demonstrating that such determinations were made in good
faith, OFI shall be prepared to show that all commissions were allocated for
the purposes contemplated by this Agreement and that the total commissions
paid by the Fund over a representative period selected by the Fund's
Directors were reasonable in relation to the benefits to the Fund.
(d) OFI shall have no duty or obligation to seek advance competitive
bidding for the most favorable commission rate applicable to any particular
portfolio transactions or to select any broker-dealer on the basis of its
purported or "posted" commission rate but will, to the best of its ability,
endeavor to be aware of the current level of the charges of eligible
broker-dealers and to minimize the expense incurred by the Fund for effecting
its portfolio transactions to the extent consistent with the interests and
policies of the Fund as established by the determinations of the Board of
Directors and the provisions of this paragraph "7."
(e) The Fund recognizes that an affiliated broker-dealer (i) may act
as one of the Fund's regular brokers so long as it is lawful for it so to
act; (ii) may be a major recipient of brokerage commissions paid by the Fund;
and (iii) may effect portfolio transactions for the Fund only if the
commissions, fees or other remuneration received or to be received by it are
determined in accordance with procedures contemplated by any rule, regulation
or order adopted under the Investment Company Act for determining the
permissible level of such commissions.
8. DURATION.
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This Agreement will take effect on the date first set forth above and
will continue in effect from year to year, so long as such continuance shall
be approved at least annually in the manner contemplated by Section 15 of the
Investment Company Act.
9. TERMINATION.
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This Agreement may be terminated (i) by OFI at any time without penalty
upon giving the Fund sixty days' written notice (which notice may be waived
by the Fund); or (ii) by the Fund at any time without penalty upon sixty
days' written notice to OFI (which notice may be waived by OFI) provided that
such termination by the Fund shall be directed or approved by the vote of a
majority of all of the Directors of the Fund then in office or by the vote of
the holders of a "majority" (as defined in the Investment Company Act) of the
outstanding voting securities of the Fund.
10. ASSIGNMENT OR AMENDMENT.
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This Agreement may not be amended without the affirmative vote or
written consent of the holders of the "majority" of the outstanding voting
securities of the Fund and shall automatically and immediately terminate in
the event of its "assignment," as defined in the Investment Company Act.
11. DISCLAIMER OF SHAREHOLDER LIABILITY.
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OFI understands that the obligations of the Fund under this Agreement
are not binding upon any Director or shareholder of the Fund personally, but
bind only the Fund and the Fund's property. OFI represents that it has
notice of the provisions of the Company's Articles of Incorporation
disclaiming shareholder liability for acts or obligations of the Fund.
12. DEFINITIONS.
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The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.
▇▇▇▇▇▇▇▇▇▇▇ SERIES FUND, INC.
on behalf of ▇▇▇▇▇▇▇▇▇▇▇ Value Fund and
▇▇▇▇▇▇▇▇▇▇▇ Disciplined Allocation Fund
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
OppenheimerFunds, Inc.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President and Chief
Executive Officer
APPENDIX A
▇▇▇▇▇▇▇▇▇▇▇ Disciplined Allocation Fund agrees to pay OFI and OFI agrees to
accept as full compensation for the performance of all functions and duties
on its part to be performed pursuant to the provisions hereof, a fee computed
on the aggregate net assets of ▇▇▇▇▇▇▇▇▇▇▇ Disciplined Allocation Fund as of
the close of each business day payable monthly at the following annual rates:
Net Asset Value Annual Rate
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First $300,000,000 0.625%
Next $100,000,000 0.500%
Amount over $400,000,000 0.450%
▇▇▇▇▇▇▇▇▇▇▇ Value Fund agrees to pay OFI and OFI agrees to accept as full
compensation for the performance of all functions and duties on its part to
be performed pursuant to the provisions hereof, a fee computed on the
aggregate net assets of ▇▇▇▇▇▇▇▇▇▇▇ Value Fund as of the close of each
business day payable monthly at the following annual rates:
Net Asset Value Annual Rate
--------------- -----------
First $300,000,000 0.625%
Next $100,000,000 0.500%
Amount over $400,000,000 0.450%