AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of January 2005, by and between ▇▇▇▇▇▇▇▇▇▇▇
International Large-Cap Core Trust (the "Trust"), and OppenheimerFunds, Inc.
("OFI").
WHEREAS, the Trust is an open-end series 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, the Trust is registered under the Investment Company Act of 1940, as
amended (the "Investment Company Act") as an open-end management investment
company and may issue shares of common stock in separately designated series
representing separate funds with their own investment objectives, policies and
purposes; and
WHEREAS, the Trust desires that OFI shall act as its investment adviser with
respect to the ▇▇▇▇▇▇▇▇▇▇▇ International Large-Cap Core Fund (the "Fund") series
pursuant to this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, it is agreed by and between the parties, as follows:
1. GENERAL PROVISION.
The Trust hereby employs OFI and OFI hereby undertakes to act as the
investment adviser of the Fund and to perform for the Fund such other duties and
functions as are hereinafter set forth. OFI shall, in all matters, give to the
Fund and its Board of Trustees the benefit of its best judgment, effort, advice
and recommendations and shall, at all times conform to, and use its best efforts
to enable the Fund to conform to (i) the provisions of the Investment Company
Act and any rules or regulations thereunder; (ii) any other applicable
provisions of state or federal law; (iii) the provisions of the Declaration of
Trust and By-Laws of the Trust as amended from time to time; (iv) policies and
determinations of the Board of Trustees of the Trust; (v) the fundamental
policies and investment restrictions of the Fund as reflected in the Trust's
registration statement under the Investment Company Act or as such policies may,
from time to time, be amended by the Fund's shareholders; and (vi) the
Prospectus and Statement of Additional Information of the 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 Trustees and officers of
the Trust with respect to any matters dealing with the business and affairs of
the Trust including the valuation of the portfolio securities of the Fund which
are either not registered for public sale or not being traded on any securities
market.
2. INVESTMENT MANAGEMENT.
(a) OFI shall, subject to the direction and control by the Trust's
Board of Trustees, (i) regularly provide investment advice and recommendations
to the Fund with respect to its investments, investment policies and the
purchase and sale of securities; (ii) supervise continuously the investment
program of the Fund and the composition of its portfolio and determine what
securities shall be purchased or sold by the Fund; and (iii) arrange, subject to
the provisions of paragraph "7" hereof, for the purchase of securities and other
investments for the Fund and the sale of securities and other investments held
in the portfolio of the Fund.
(b) Provided that the Trust shall not be required to pay any
compensation other than as provided by the terms of this Agreement and subject
to the provisions of paragraph "7" hereof, OFI may obtain investment
information, research or assistance from any other person, firm or corporation
to supplement, update or otherwise improve its investment management services,
including entering into sub-advisory agreements with other affiliated or
unaffiliated registered investment advisors to obtain specialized 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 this
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 or
in any way limit or restrict OFI or any of its directors, officers, stockholders
or employees from buying, selling or trading any securities for its 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.
OFI shall, at its own expense, provide and supervise the activities of
all administrative and clerical personnel 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; 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. OFI shall, at its own expense, provide such officers for the Trust as
the Trust's Board may request.
4. ALLOCATION OF EXPENSES.
All other costs and expenses of the Fund not expressly assumed by OFI
under this Agreement, or to be paid by the Distributor of the shares of the
Fund, shall be paid by the Trust, 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 Trustees; (v) legal and audit expenses; (vi) custodian and transfer agent
fees and expenses; (vii) expenses incident to the redemption of its shares;
(viii) expenses incident to the issuance of its shares against payment therefor
by or on behalf of the subscribers thereto; (ix) fees and expenses, other than
as hereinabove provided, incident to the registration under federal securities
laws of shares of the Fund for public sale; (x) expenses of printing and mailing
reports, notices and proxy materials to shareholders of the Fund; (xi) except as
noted above, all other expenses incidental to holding meetings of the Fund's
shareholders; and (xii) such extraordinary non-recurring expenses as may arise,
including litigation affecting the Fund and any legal obligation which the Trust
may have on behalf of the Fund to indemnify its officers and Trustees with
respect thereto. Any officers or employees of OFI or any entity controlling,
controlled by or under common control with OFI, who may also serve as officers,
Trustees or employees of the Trust shall not receive any compensation from the
Trust for their services.
5. COMPENSATION OF OFI.
The Company 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 total net
asset value of each Fund of the Trust as of the close of each business day and
payable monthly at the annual rate for each Fund set forth on Schedule A hereto.
6. USE OF NAME "▇▇▇▇▇▇▇▇▇▇▇."
OFI hereby grants to the Trust a royalty-free, non-exclusive license to
use the name "▇▇▇▇▇▇▇▇▇▇▇" in the name of the Trust and the Fund for the
duration of this Agreement and any extensions or renewals thereof. To the extent
necessary to protect OFI's rights to the name "▇▇▇▇▇▇▇▇▇▇▇" under applicable
law, such license shall allow OFI to inspect, and subject to control by the
Trust's Board, control the name and quality of services offered by the Fund
under either such name. Such license may, upon termination of this Agreement, be
terminated by OFI, in which event the Trust shall promptly take whatever action
may be necessary to change its name and the name of the Fund and discontinue any
further use of the name "▇▇▇▇▇▇▇▇▇▇▇" in the name of the Trust or the Fund or
otherwise. The name "▇▇▇▇▇▇▇▇▇▇▇" may be used by OFI in connection with any of
its activities or licensed by OFI to any other party.
7. PORTFOLIO TRANSACTIONS AND BROKERAGE.
(a) OFI (and any Sub-Advisor) 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 (and any Sub-Advisor) of its investment management functions.
(b) OFI (and any Sub-Advisor) 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 (or any Sub-Advisor) 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 (and any Sub-Advisor) shall have discretion, in the interests
of the Fund, to allocate brokerage on the Fund's 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
(and any Sub-Advisor) 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 (or any Sub-Advisor) 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 (and any Sub-Advisor) with respect to
the accounts as to which they exercise investment discretion. In reaching such
determination, OFI (or any Sub-Advisor) 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 (and any Sub-Advisor) 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 trustees were reasonable in
relation to the benefits to the Fund.
(d) OFI (or any Sub-Advisor) 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 its Board of
Trustees and the provisions of this paragraph "7."
(e) The Trust recognizes that an affiliated broker-dealer (i) may act
as one of the Fund's regular brokers so long as it is lawful for it so to act;
(ii) may be a major recipient of brokerage commissions paid by the Trust; and
(iii) may effect portfolio transactions for the Fund only if the commissions,
fees or other remuneration received or to be received by it are determined in
accordance with procedures contemplated by any rule, regulation or order adopted
under the Investment Company Act for determining the permissible level of such
commissions.
8. DURATION.
This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement shall
remain in effect from year to year, so long as such continuance shall be
approved at least annually by the Trust's Board of Trustees, including the vote
of the majority of the trustees of the Trust who are not parties to this
Agreement or "interested persons" (as defined in the Investment Company Act) of
any such party, cast in person at a meeting called for the purpose of voting on
such approval, or by the holders of a "majority" (as defined in the Investment
Company Act) of the outstanding voting securities of the Fund and by such a vote
of the Trust's Board of Trustees.
9. TERMINATION.
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 Trustees 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.
This Agreement may not be amended without the affirmative vote or
written consent of the holders of a "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.
OFI understands that the obligations of the Trust under this Agreement
are not binding upon any Trustee or shareholder of the Trust or Fund personally,
but bind only the Trust, but only with respect to the Fund's property. OFI
represents that it has notice of the provisions of the Declaration of Trust of
the Trust disclaiming trustee or shareholder liability for acts or obligations
of the Trust.
12. DEFINITIONS.
The terms and provisions of this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.
▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL LARGE-CAP CORE TRUST,
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
OPPENHEIMERFUNDS, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman, President and Chief Executive Officer
SCHEDULE A
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
▇▇▇▇▇▇▇▇▇▇▇ INTERNATIONAL LARGE-CAP CORE TRUST
AND
OPPENHEIMERFUNDS, INC.
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NAME OF SERIES ANNUAL FEE AS A PERCENTAGE OF DAILY TOTAL NET ASSETS
================================================ ===============================================================
▇▇▇▇▇▇▇▇▇▇▇ International Large-Cap Core Fund 0.85% of the first $500 million of aggregate net assets;
0.75% of the next $500 million; and
0.70% of aggregate net assets over $1 billion.
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