AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made the 1st day of January, 2005, by and between XXXXXXXXXXX
MULTI-STATE MUNICIPAL TRUST (hereinafter referred to as the "Trust"), and
OPPENHEIMERFUNDS, INC. (hereinafter referred to as "OFI").
WHEREAS, the Trust is an open-end, non-diversified 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; and
WHEREAS, XXXXXXXXXXX ROCHESTER NATIONAL MUNICIPALS (the "Fund") is a series
of the Trust having a separate portfolio, investment policies and investment
restrictions;
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.
a. 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 the Trust's 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 portfolio securities of the Fund which are
either not registered for public sale or not 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.
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 or their 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.
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 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 operations of the Fund for its shareholders; composition of proxy
materials for meetings of the Fund's shareholders; and the composition of
such registration statements as may be required by Federal and state
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) insurance premiums for fidelity
and other coverage requisite to its operations; (iv) compensation and
expenses of its trustees other than those associated or affiliated with OFI;
(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 and state
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. The expenses with respect to any two or more series of the Trust
shall be allocated in proportion to the net assets of the respective series
except where allocations of direct expenses can be made.
5. Compensation of OFI.
The Trust agrees to pay OFI on behalf of the Fund 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 asset value of the Fund as of the close of each business
day and payable monthly at the following annual rates:
.60% of the first $200 million of net assets;
.55% of the next $100 million;
.50% of the next $200 million;
.45% of the next $250 million;
.40% of the next $250 million;
.35% of the net assets in excess of $1 billion
6. Use of Name "Xxxxxxxxxxx."
OFI hereby grants to the Trust a royalty-free, non-exclusive license to
use the name "Xxxxxxxxxxx" 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 "Xxxxxxxxxxx" 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 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 "Xxxxxxxxxxx" in the name of
the Trust or the Fund or otherwise. The name "Xxxxxxxxxxx" 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 is authorized, in arranging the purchase and sale of the Fund's
portfolio securities, to employ or deal with such members of securities or
commodities exchanges, brokers or dealers (hereinafter "broker-dealers"),
including "affiliated" broker-dealers (as that term is defined in the
Investment Company Act), 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 will 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 interest 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 or 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 Trust 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 or its
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 purposes
contemplated by this Agreement and that the total commissions paid by the
Trust over a representative period selected by the Trust'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 the Board of
Trustees of the Trust 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 10 hereof, this Agreement
shall continue in effect until December 31, 1994, and thereafter will
continue 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. Disclaimer of Trustee or Shareholder Liability.
OFI understands and agrees 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 and the Trust'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.
10. Termination.
This Agreement may be terminated: (i) by OFI at any time without penalty
upon sixty days' written notice to the Trust (which notice may be waived by
the Trust); or (ii) by the Trust 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 Trust shall be directed or approved by the vote of a
majority of all of the trustees of the Trust then in office or by the vote of
the holders of a "majority" of the outstanding voting securities of the Fund
(as defined in the Investment Company Act).
11. Assignment or Amendment.
This Agreement may not be amended or the rights of OFI hereunder sold,
transferred, pledged or otherwise in any manner encumbered without the
affirmative vote or written consent of the holders of the "majority" of the
outstanding voting securities of the Trust. This Agreement shall
automatically and immediately terminate in the event of its "assignment," as
defined in the Investment Company Act.
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.
XXXXXXXXXXX MULTI-STATE MUNICIPAL TRUST
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Chairman, President,
Chief Executive Officer & Director
Advisory\795
