INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 30th day of July, 2002, by and between XXXXXXXXXXX MONEY MARKET FUND, INC. (the
"Fund"), and OPPENHEIMERFUNDS, INC. (hereinafter called ("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 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 Articles of Incorporation and By-Laws of the Fund as amended
from time to time; (iv) policies and determinations of the Board of Directors 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
Directors 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 Directors, (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 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 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 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.
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 fee computed on the
aggregate net assets of the Fund as of the close of each business day at the following annual rates:
.45% of the first $500 million of aggregate net assets;
.425% of the next $500 million of net assets;
.40% of the next $500 million of net assets; and
.375% of aggregated net assets in excess of $1.5 billion.
6. Use of Name "Xxxxxxxxxxx."
OFI hereby grants to the Fund a royalty-free, non-exclusive license to use the name "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 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 "Xxxxxxxxxxx" in the name
of the Fund or otherwise. The name "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.
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 the
benefit of such investment information or research as may be of significant assistance to the performance by OFI
of its investment management functions.
8. Duration.
This Agreement will take effect on the business day immediately following its approval by the vote of
the holders of a "majority" (as defined in the Investment Company Act) of the outstanding voting securities of
the Fund. As of that date, it replaces the Fund's investment advisory agreement dated October 22, 1990. 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 Directors, including the vote of the majority of the
Directors 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 Directors.
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 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.
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. 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 MONEY MARKET FUND, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Secretary
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
Senior Vice President & General Counsel
