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:
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:
(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;
1
(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:
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:
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 for fidelity and other
coverage
2
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:
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":
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 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:
(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.
3
(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 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
4
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:
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 :
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:
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:
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.
5
12. Definitions:
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
-----------------
Xxxxxx X. Xxxx
Vice President and Secretary
OPPENHEIMERFUNDS, INC.
By: /s/Xxxx X. Xxxxxx
-----------------
Xxxx X. Xxxxxx
Chairman, President and Chief
Executive Officer
6
