INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 8th day of November, 2002,
by and between ▇▇▇▇▇▇▇▇▇▇▇ MULTI CAP VALUE FUND (the
"Fund"), and OPPENHEIMERFUNDS, INC. ("OFI").
WHEREAS, the Fund 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;
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 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 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 Fund as amended from time to time; (iv)
policies and determinations of the Board of Trustees of the
Fund; (v) the fundamental policies and investment
restrictions of the Fund as reflected in 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 Trustees and officers of the Fund 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.
(a) OFI shall, subject to the direction and control
by the Fund'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 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.
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.
4. Allocation of Expenses.
All other costs and expenses not expressly assumed by
OFI under this Agreement, or to be paid by the General
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 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 obligation
which the Fund may have 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 Fund shall not receive any
compensation from the Fund for their services.
5. Compensation of OFI.
The 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 management fee computed on the
aggregate net assets of the Fund as of the close of each
business day and payable monthly at the following rates:
0.75% of the first $200 million of average annual net
assets of the Fund, 0.72% of the next $200 million, 0.69%
of the next $200 million, 0.66% of the next $200 million,
and 0.60% of average annual net assets in excess of $800
million.
6. Use of Name "▇▇▇▇▇▇▇▇▇▇▇."
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. 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.
(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 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 23(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 trustees 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 its Board of Trustees 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.
(f) Subject to the foregoing provisions of this
paragraph "7", OFI may also consider sales of Fund shares
and shares of other investment companies managed by OFI or
its affiliates as a factor in the selection of
broker-dealers for the Fund's portfolio transactions.
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
until two years from the date of execution hereof, and
thereafter will continue in effect from year to year, so
long as such continuance shall be approved at least
annually by the Fund's Board of Trustees, including the
vote of the majority of the trustees of the Fund 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 Fund'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 Fund
under this Agreement are not binding upon any Trustee 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 Declaration of Trust of the Fund
disclaiming shareholder liability for acts or obligations
of the Fund.
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.
▇▇▇▇▇▇▇▇▇▇▇ MULTI CAP VALUE FUND
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
By:___________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
OPPENHEIMERFUNDS, INC.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By:___________________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President