EXHIBIT 23(d)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made, the 1st day of January, 2005, by and between OPPENHEIMER MAIN STREET(R)OPPORTUNITY FUND,
a Massachusetts business trust (hereinafter referred to as the "Fund"), and OPPENHEIMERFUNDS, INC. (hereinafter
referred to as "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 an investment adviser registered as such with the Commission under the
Investment Advisers Act of 1940; and
WHEREAS, the Fund desires that OFI shall act as its investment adviser pursuant to this Agreement, which
amends and restates the Investment Advisory Agreement dated June 27, 2000 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 Provisions:
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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 set forth in this Agreement. OFI
shall, in all matters, give to the Fund and its Board of Trustees (the "Trustees") the benefit of its best
judgement, 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 Trustees; (v) the fundamental policies and investment restrictions of the Fund as reflected in the
registration statement of the Fund under the Investment Company Act or as such policies may, from time to
time, be amended; 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 portfolio securities of the Fund which are either
not registered for public sale or not traded on any securities market.
2. Investment Management:
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(a) OFI shall, subject to the direction and control by the Trustees: (i) regularly provide
investment advice and recommendations to the Fund with respect to the investments, investment policies and the
purchase and sale of securities and other investments for the Fund; (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 and
sale of securities and other investments for the Fund.
(b) Provided that the Fund shall not be required to pay any compensation for services under
this Agreement other than as provided by the terms of the Agreement and subject to the provisions of paragraph 7
hereof, OFI may obtain investment information, research or assistance from any other person, fm 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 entity controlling, controlled by or
under common control with 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 or other investments 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:
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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 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.
4. Allocation of Expenses:
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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 Fund, including, but not limited
to: (i) interest, taxes and governmental fees; (ii) brokerage commissions and other expenses incurred in
acquiring or disposing of the portfolio securities and other investments of the Fund; (iii) insurance premium
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for fidelity and other coverage requisite to its operations; (iv) compensation and expenses of its Trustees
other than those affiliated with OFI; (v) legal and audit expenses; (vi) custodian and transfer agent faces 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 herein above 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 nonrecurring expenses as may arise, including litigation, affecting
the Fund thereof and any legal 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 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:
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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 Names "Main Street" and "Xxxxxxxxxxx":
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OFI hereby grants to the Fund a royalty-free, non-exclusive license to use the names "Main
Street" and "Xxxxxxxxxxx" 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 OFL in which event the
Fund shall promptly take whatever action may be necessary to change its name and discontinue any further use of
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the names "Main Street" and "Xxxxxxxxxxx" in the name of the Fund or otherwise. The names "Main Street" and
"Xxxxxxxxxxx" 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 (and any Sub Advisor) is authorized, in arranging the purchase and sale of the
portfolio securities and other investments of the Fund 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 portfolio transactions of the Fund 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 (and any Sub Advisor) of its investment
management functions.
(b) OFI (and any Sub Advisor) shall select broker-dealers to effect the portfolio
transactions of the Fund 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 portfolio transactions of the
Fund 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 or
other investments 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 interest of the Fund, to allocate
brokerage on the portfolio transactions of the Fund 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 (or 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 or its affiliates
(or any Sub Advisor) with respect to 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 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
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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 Fund 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 for the Fund 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 to be within the permissible level of such commissions.
8. Duration:
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This Agreement will take effect on the date first set forth above. Unless earlier terminated
pursuant to paragraph 10 hereof this Agreement shall remain 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. Disclaimer of Shareholder or Trustee Liability :
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OFI understands and agrees that the obligations of the Fund under this Agreement are not
binding upon any shareholder or Trustee of the Fund personally, but bind only the Fund and the Funds property;
OFI represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming
shareholder or Trustee liability for acts or obligations of the Fund.
10. Termination:
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This Agreement may be terminated (i) by OFI at any time without penalty upon sixty days'
written notice to the Fund (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" of the outstanding voting securities of the Fund (as defined
in the Investment Company Act).
11. Assignment or Amendment:
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This Agreement may not be amended, or the rights of OFI hereunder sold, transfen4 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 Fund. This Agreement shall automatically and immediately
terminate m the event of its "assignment," as defined in the Investment Company Act.
12. Definitions:
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The terms and provisions of the Agreement shall be interpreted and defined in a manner
consistent with the provisions and definitions contained in the Investment Company Act.
XXXXXXXXXXX MAIN STREET OPPORTUNITY FUND
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Vice President and Secretary
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Chairman, President and Chief Executive Officer
