AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made, the 1st day of January, 2006, 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; (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 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,
0.60% of the next $4.2 billion and 0.58% of average annual net assets in
excess of $5 billion.
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.
(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
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.
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
