SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into on this 23rd day of October, 1998
between SECURITY MANAGEMENT COMPANY, LLC (the "Adviser"), a Kansas limited
liability company, registered under the Investment Advisers Act of 1940, as
amended (the "Investment Advisers Act"), and OPPENHEIMERFUNDS, INC. (the
"Subadviser"), a Colorado corporation registered under the Investment Advisers
Act.
WITNESSETH:
WHEREAS, Security Equity Fund (the "Fund"), a Kansas corporation, is
registered with the Securities and Exchange Commission (the "Commission") as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "Investment Company Act");
WHEREAS, Security Equity Fund has, pursuant to an Advisory Agreement with
the Adviser (the "Advisory Agreement"), retained the Adviser to act as
investment adviser for and to manage its assets;
WHEREAS, the Advisory Agreement permits the Adviser to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to
the requirements of the Investment Company Act; and
WHEREAS, the Adviser desires to retain the Subadviser as subadviser for the
Global Series (the "Fund") to act as investment adviser for and to manage the
Fund's Investments (as defined below) and the Subadviser desires to render such
services.
NOW, THEREFORE, the Adviser and Subadviser do mutually agree and promise as
follows:
1. APPOINTMENT AS SUBADVISER. The Adviser hereby retains the Subadviser to
act as investment adviser for and to manage certain assets of the Fund subject
to the supervision of the Adviser and the Board of Directors of the Fund and
subject to the terms of this Agreement; and the Subadviser hereby accepts such
employment. In such capacity, the Subadviser shall be responsible for the Fund's
Investments. The Subadviser shall not be responsible for any services to the
Fund or to bear any expenses other than those delineated in this Agreement.
2. DUTIES OF SUBADVISER.
(a) INVESTMENTS. The Subadviser is hereby authorized and directed and
hereby agrees, subject to the stated investment policies and restrictions
of the Fund as set forth in its prospectus and statement of additional
information as currently in effect and as supplemented or amended from time
to time (collectively referred to hereinafter as the "Prospectus") and
subject to the directions of the Adviser and the Fund's Board to purchase,
hold and sell investments for the account of the Fund (hereinafter
"Investments") and to monitor on a continuous basis the performance of such
Investments. The Subadviser shall give the Fund the benefit of its best
efforts in rendering its services as Subadviser. The Subadviser may
contract with or consult with such banks, other securities firms, brokers
or other parties, without additional expense to the Fund, as it may deem
appropriate regarding investment advice, research and statistical data,
clerical assistance or otherwise.
(b) BROKERAGE. The Subadviser is authorized, subject to the supervision
of the Adviser and the Fund's Board to establish and maintain accounts on
behalf of the Fund with, and place orders for the purchase and sale of the
Fund's Investments with or through, such persons, brokers or dealers as
Subadviser may select which may include, to the extent permitted by the
Adviser and Security Equity Fund, brokers or dealers affiliated with the
Subadviser, and negotiate commissions to be paid on such transactions. The
Subadviser agrees that in placing such orders it shall attempt to obtain
best execution, provided that, the Subadviser may, on behalf of the Fund,
pay brokerage commissions to a broker which provides brokerage and research
services to the Subadviser in excess of the amount another broker would
have charged for effecting the transaction, provided (i) the Subadviser
determines in good faith that the amount is reasonable in relation to the
value of the brokerage and research services provided by the executing
broker in terms of the particular transaction or in terms of the
Subadviser's overall responsibilities with respect to the Fund and the
accounts as to which the Subadviser exercises investment discretion, (ii)
such payment is made in compliance with Section 28(e) of the Securities
Exchange Act of 1934, as amended, and any other applicable laws and
regulations, and (iii) in the opinion of the Subadviser, the total
commissions paid by the Fund will be reasonable in relation to the benefits
to the Fund over the long term. In reaching such determination, the
Subadviser 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. It is recognized that the services provided by
such brokers may be useful to the Subadviser in connection with the
Subadviser's services to other clients. On occasions when the Subadviser
deems the purchase or sale of a security to be in the best interests of a
Fund as well as other clients of the Subadviser, the Subadviser, to the
extent permitted by applicable laws and regulations, may, but shall be
under no obligation to, aggregate the securities to be sold or purchased in
order to obtain the most favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the transaction, will be
made by the Subadviser in the manner the Subadviser considers to be the
most equitable and consistent with its fiduciary obligations to the Fund
and to such other clients. The Subadviser will report on such allocations
at the request of the Adviser, the Fund or the Fund's Board providing such
information as the number of aggregated trades to which the Fund was a
party, the broker(s) to whom such trades were directed and the basis of the
allocation for the aggregated trades. Subject to the foregoing provisions
of this subsection 2(b), the Subadviser may also consider sales of fund
shares and shares of other investment companies managed by the Subadviser
or its affiliates as a factor in the selection of brokers or dealers for
the Fund's portfolio transactions.
(c) SECURITIES TRANSACTIONS. The Subadviser and any affiliated person of
the Subadviser will not purchase securities or other instruments from or
sell securities or other instruments to the Fund ("Principal
Transactions"); PROVIDED, HOWEVER, the Subadviser may enter into a
Principal Transaction with the Fund if (i) the transaction is permissible
under applicable laws and regulations, including, without limitation, the
Investment Company Act and the Investment Advisers Act and the rules and
regulations promulgated thereunder, and (ii) the transaction or category of
transactions receives the express written approval of the Adviser.
The Subadviser agrees to observe and comply with Rule 17j-1 under
the Investment Company Act and its Code of Ethics, as the same may be
amended from time to time. The Subadviser agrees to provide the Adviser and
the Fund with a copy of such Code of Ethics.
(d) BOOKS AND RECORDS. The Subadviser will maintain all books and
records required to be maintained pursuant to the Investment Company Act
and the rules and regulations promulgated thereunder solely with respect to
transactions made by it on behalf of the Fund including, without
limitation, the books and records required by Subsections (b)(1), (5), (6),
(7), (9), (10) and (11) and Subsection (f) of Rule 31a-1 under the
Investment Company Act and shall timely furnish to the Adviser all
information relating to the Subadviser's services hereunder needed by the
Adviser to keep such other books and records of the Fund required by Rule
31a-1 under the Investment Company Act. The Subadviser will also preserve
all such books and records for the periods prescribed in part (e) of Rule
31a-2 under the Investment Company Act, and agrees that such books and
records shall remain the sole property of the Fund and shall be immediately
surrendered to the Fund upon request. The Subadviser further agrees that
all books and records maintained hereunder shall be made available to the
Fund or the Adviser at any time upon reasonable request and notice,
including telecopy, during any business day.
(e) INFORMATION CONCERNING INVESTMENTS AND SUBADVISER. From time to time
as the Adviser or the Fund may request, the Subadviser will furnish the
requesting party reports on portfolio transactions and reports on
Investments held in the portfolio, all in such detail as the Adviser or the
Fund may reasonably request. The Subadviser will make available its
officers and employees to meet with the Fund's Board of Directors at the
Fund's principal place of business on due notice (but no more than once in
any 12-month period) to review the Investments of the Fund.
The Subadviser will also provide such information as is customarily
provided by a subadviser and may be required for the Fund or the Adviser to
comply with their respective obligations under applicable laws, including,
without limitation, the Internal Revenue Code of 1986, as amended (the
"Code"), the Investment Company Act, the Investment Advisers Act, the
Securities Act of 1933, as amended (the "Securities Act") and any state
securities laws, and any rule or regulation thereunder.
(f) CUSTODY ARRANGEMENTS. The Subadviser shall provide the Fund's
custodian, on each business day with information relating to all
transactions concerning the Fund's assets.
(g) COMPLIANCE WITH APPLICABLE LAWS AND GOVERNING DOCUMENTS. In all
matters relating to the performance of this Agreement, the Subadviser and
its directors, officers, partners, employees and interested persons shall
act in conformity with the Fund's Articles of Incorporation, By-Laws, and
currently effective registration statement and with the written
instructions and directions of the Fund's Board and the Adviser, and shall
comply with the requirements of the Investment Company Act, the Investment
Advisers Act, the Commodity Exchange Act, the rules thereunder, and all
other applicable federal and state laws and regulations.
In carrying out its obligations under this Agreement, the
Subadviser shall ensure that the Fund complies with all applicable statutes
and regulations necessary to qualify the Fund as a Regulated Investment
Company under Subchapter M of the Code (or any successor provision), and
shall notify the Adviser immediately upon having a reasonable basis for
believing that the Fund has ceased to so qualify or that it might not so
qualify in the future.
The Adviser has furnished the Subadviser with copies of each of the
following documents and will furnish the Subadviser at its principal office
all future amendments and supplements to such documents, if any, as soon as
practicable after such documents become available: (i) the Articles of
Incorporation of the Fund, (ii) the By-Laws of the Fund, (iii) the Fund's
registration statement under the Investment Company Act and the Securities
Act of 1933, as amended, as filed with the Commission, and (iv) any written
instructions of the Security Equity Fund Board and the Adviser.
(h) VOTING OF PROXIES. The Subadviser shall direct the custodian as to
how to vote such proxies as may be necessary or advisable in connection
with any matters submitted to a vote of shareholders of securities held by
the Fund.
3. INDEPENDENT CONTRACTOR. In the performance of its duties hereunder, the
Subadviser is and shall be an independent contractor and unless otherwise
expressly provided herein or otherwise authorized in writing, shall have no
authority to act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent of the Fund or the Adviser.
4. COMPENSATION. The Adviser shall pay to the Subadviser, for the services
rendered hereunder, an annual fee equal to a percentage of the average daily
closing value of the combined net assets of the Fund and Series D of SBL Fund,
computed on a daily basis and payable monthly, as follows: 0.35 percent of such
assets up to $300 million, plus 0.30 percent of such assets over $300 million up
to $750 million and 0.25 percent of such assets over $750 million. If this
Agreement shall be effective for only a portion of a year, then the Subadviser's
compensation for said year shall be prorated for such portion. For purposes of
this paragraph 4, the value of the net assets of the Fund shall be computed in
the same manner at the end of the business day as the value of such net assets
is computed in connection with the determination of the net asset value of the
Fund's shares as described in the Fund's Prospectus. Payment of the Subadviser's
compensation for the preceding month shall be made as promptly as possible after
the end of each month.
5. EXPENSES. The Subadviser shall bear all expenses incurred by it in
connection with its services under this Agreement and will, from time to time,
at its sole expense employ or associate itself with such persons as it believes
to be particularly fitted to assist it in the execution of its duties hereunder.
However, the Subadviser shall not assign or delegate any of its investment
management duties under this Agreement without the approval of the Adviser and
the Fund's Board.
6. REPRESENTATIONS AND WARRANTIES OF SUBADVISER. The Subadviser represents
and warrants to the Adviser and the Fund as follows:
(a) The Subadviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Subadviser will immediately notify the Adviser of the occurrence
of any event that would disqualify the Subadviser from serving as an
investment adviser of an investment company pursuant to Section 9(a) of the
Investment Company Act;
(c) The Subadviser has registered as a commodities trading advisor under
the CEA with the Commodity Futures Trading Commission (the "CFTC");
(d) The Subadviser is a corporation duly organized and validly existing
under the laws of the State of Colorado with the power to own and possess
its assets and carry on its business as it is now being conducted;
(e) The execution, delivery and performance by the Subadviser of this
Agreement are within the Subadviser's powers and have been duly authorized
by all necessary action on the part of its shareholders, and no action by
or in respect of, or filing with, any governmental body, agency or official
is required on the part of the Subadviser for the execution, delivery and
performance by the Subadviser of this Agreement, and the execution,
delivery and performance by the Subadviser of this Agreement do not
contravene or constitute a default under (i) any provision of applicable
law, rule or regulation, (ii) the Subadviser's governing instruments, or
(iii) any agreement, judgment, injunction, order, decree or other
instrument binding upon the Subadviser;
(f) This Agreement is a valid and binding agreement of the Subadviser;
(g) The Form ADV of the Subadviser previously provided to the Adviser is
a true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects as of its filing date, and does not omit to state any material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading;
7. NON-EXCLUSIVITY. The services of the Subadviser with respect to the Fund
are not deemed to be exclusive, and the Subadviser and its officers shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other activities.
8. REPRESENTATIONS AND WARRANTIES OF ADVISER. The Adviser represents and
warrants to the Subadviser as follows:
(a) The Adviser is registered as an investment adviser under the
Investment Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14
under the CEA with the Commodity Futures Trading Commission (the "CFTC")
and the National Futures Association;
(c) The Adviser is a limited liability company duly organized and
validly existing under the laws of the State of Kansas with the power to
own and possess its assets and carry on its business as it is now being
conducted;
(d) The execution, delivery and performance by the Adviser of this
Agreement and the Advisory Agreement are within the Adviser's powers and
have been duly authorized by all necessary action on the part of its
members, and no action by or in respect of, or filing with, any
governmental body, agency or official is required on the part of the
Adviser for the execution, delivery and performance by the Adviser of this
Agreement, and the execution, delivery and performance by the Adviser of
this Agreement do not contravene or constitute a default under (i) any
provision of applicable law, rule or regulation, (ii) the Adviser's
governing instruments, or (iii) any agreement, judgment, injunction, order,
decree or other instrument binding upon the Adviser;
(e) This Agreement and the Advisory Agreement are valid and binding
agreements of the Adviser;
(f) The Form ADV of the Adviser previously provided to the Subadviser is
a true and complete copy of the form filed with the Commission and the
information contained therein is accurate and complete in all material
respects as of its filing date and does not omit to state any material fact
necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading;
(g) The Adviser acknowledges that it received a copy of the Subadviser's
Form ADV at least 48 hours prior to the execution of this Agreement.
9. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; DUTY TO UPDATE INFORMATION.
All representations and warranties made by the Subadviser and the Adviser
pursuant to Sections 6 and 8 hereof shall survive for the duration of this
Agreement and the parties hereto shall promptly notify each other in writing
upon becoming aware that any of the foregoing representations and warranties are
no longer true.
10. LIABILITY AND INDEMNIFICATION.
(a) LIABILITY. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Subadviser or a breach of its duties
hereunder, the Subadviser shall not be subject to any liability to the
Adviser, Security Equity Fund, or the Fund or any of the Fund's
shareholders, and, in the absence of willful misfeasance, bad faith or
gross negligence on the part of the Adviser or a breach of its duties
hereunder, the Adviser shall not be subject to any liability to the
Subadviser, for any act or omission in the case of, or connected with,
rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of Investments; PROVIDED, HOWEVER, that nothing
herein shall relieve the Adviser and the Subadviser from any of their
respective obligations under applicable law, including, without limitation,
the federal and state securities laws and the CEA. The Subadviser shall not
be liable to the Adviser, Security Equity Fund or the Fund for any losses
that may be sustained as a result of delays in or inaccuracy of information
about the Fund provided to the Subadviser by or on behalf of the Adviser or
the Fund's Custodian.
(b) INDEMNIFICATION. The Subadviser shall indemnify the Adviser,
Security Equity Fund and the Fund, and their respective officers and
directors, for any liability and expenses, including attorneys' fees, which
may be sustained by the Adviser, Security Equity Fund or the Fund, as a
result of the Subadviser's willful misfeasance, bad faith, gross
negligence, breach of its duties hereunder or violation of applicable law,
including, without limitation, the federal and state securities laws or the
CEA. The Adviser shall indemnify the Subadviser and its officers and
directors, for any liability and expenses, including attorneys' fees, which
may be sustained as a result of the Adviser's, Security Equity Fund's or
the Fund's willful misfeasance, bad faith, gross negligence, breach of its
duties hereunder or violation of applicable law, including, without
limitation, the federal and state securities laws or the CEA.
11. DURATION AND TERMINATION.
(a) DURATION. This Agreement shall become effective upon the date first
above written, provided that this Agreement shall not take effect with
respect to Security Equity Fund unless it has first been approved (i) by a
vote of a majority of those directors of Security Equity Fund who are not
parties to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval, and
(ii) by vote of a majority of Security Equity Fund's outstanding voting
securities. This Agreement shall continue in effect for a period of two
years from the date hereof, subject thereafter to being continued in force
and effect from year to year with respect to the Fund if specifically
approved each year by either (i) the Board of Directors of Security Equity
Fund, or (ii) by the affirmative vote of a majority of the Fund's
outstanding voting securities. In addition to the foregoing, each renewal
of this Agreement with respect to the Fund must be approved by the vote of
a majority of Security Equity Fund's directors who are not parties to this
Agreement or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval. Prior to voting
on the renewal of this Agreement, the Board of Directors of the Fund may
request and evaluate, and the Subadviser shall furnish, such information as
may reasonably be necessary to enable the Fund's Board of Directors to
evaluate the terms of this Agreement.
(b) TERMINATION. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without payment of
any penalty:
(i) By vote of a majority of the Board of Directors of Security
Equity Fund, or by vote of a majority of the outstanding voting
securities of the Fund, or by the Adviser, in each case, upon sixty (60)
days' written notice to the Subadviser;
(ii) By the Adviser upon breach by the Subadviser of any
representation or warranty contained in Section 6 hereof, which shall
not have been cured during the notice period, upon twenty (20) days
written notice;
(iii) By the Adviser immediately upon written notice to the
Subadviser if the Subadviser becomes unable to discharge its duties and
obligations under this Agreement; or
(iv) By the Subadviser upon 180 days written notice to the Adviser
and the Fund.
This Agreement shall not be assigned (as such term is defined in
the Investment Company Act) without the prior written consent of the
parties hereto. This Agreement shall terminate automatically in the event
of its assignment without such consent or upon the termination of the
Advisory Agreement.
12. DUTIES OF THE ADVISER. The Adviser shall continue to have
responsibility for all services to be provided to the Fund pursuant to the
Advisory Agreement and shall oversee and review the Subadviser's performance of
its duties under this Agreement. The Adviser shall remain responsible for, among
other things, providing the following services with respect to the Fund:
(a) The Adviser shall provide the Subadviser, or shall cause the Fund's
Custodian to provide to the Subadviser, on each business day as of time
deadline to be mutually agreed upon, a report or a computer download in a
mutually acceptable software program and format, detailing the Fund's
portfolio holdings, uninvested cash, current valuations and other
information requested by the Subadviser to assist it in carrying out its
duties under this Agreement, as of the close of the prior business day. In
performing its obligations under this Agreement, the Subadviser may rely
upon the information provided to it by or on behalf of the Adviser or the
Fund's Custodian.
(b) Composition of periodic reports with respect to the Fund's
operations for 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 and state securities
laws for the continuous public offering and sale of shares of the Fund, as
well as the determination of the net asset value of shares of the Fund.
13. AMENDMENT. This Agreement may be amended by mutual consent of the
parties, provided that the terms of each such amendment with respect to the Fund
shall be approved by the Board of Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund.
14. NOTICE. Any notice that is required to be given by the parties to each
other (or to the Fund) under the terms of this Agreement shall be in writing,
delivered, or mailed postpaid to the other party, or transmitted by facsimile
with acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Subadviser:
OppenheimerFunds, Inc.
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: (000) 000-0000
(b) Copy to:
OppenheimerFunds, Inc.
0000 Xxxxxx Xxx
Xxxxxxxxx, XX 00000
Attention: Treasurer
Facsimile: (000) 000-0000
(c) If to the Adviser:
Security Management Company, LLC
000 XX Xxxxxxxx
Xxxxxx, Xxxxxx 00000-0000
Attention: Xxxxx X. Xxxxxxx, President
Facsimile: (000) 000-0000
(d) If to Security Equity Fund:
Security Equity Fund
000 XX Xxxxxxxx
Xxxxxx, Xxxxxx 00000-0000
Attention: Xxx X. Xxx, Secretary
Facsimile: (000) 000-0000
15. GOVERNING LAW; JURISDICTION. Except as indicated in section 19(b) of
this Agreement, this Agreement shall be governed by and construed in accordance
with the internal laws of the State of Kansas.
16. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall together constitute one and the same
instrument.
17. CAPTIONS. The captions herein are included for convenience of reference
only and shall be ignored in the construction or interpretation hereof.
18. SEVERABILITY. If any provision of this Agreement shall be held or made
invalid by a court decision or applicable law, the remainder of the Agreement
shall not be affected adversely and shall remain in full force and effect.
19. CERTAIN DEFINITIONS.
(a) "BUSINESS DAY." As used herein, business day means any customary
business day in the United States on which the New York Stock Exchange is
open.
(b) MISCELLANEOUS. Any question of interpretation of any term or
provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the Investment Company Act shall be resolved by
reference to such term or provision of the Investment Company Act and to
interpretations thereof, if any, by the U.S. courts or, in the absence of
any controlling decisions of any such court, by rules, regulation or order
of the Commission validly issued pursuant to the Investment Company Act.
Specifically, as used herein, "investment company," "affiliated person,"
"interested person," "assignment," "broker," "dealer" and "affirmative vote
of the majority of the Fund's outstanding voting securities" shall all have
such meaning as such terms have in the Investment Company Act. The term
"investment adviser" shall have such meaning as such term has in the
Investment Advisers Act and the Investment Company Act, and in the event of
a conflict between such Acts, the most expansive definition shall control.
In addition, where the effect of a requirement of the Investment Company
Act reflected in any provision of this Agreement is relaxed by a rule,
regulation or order of the Commission, whether of special or general
application, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
SECURITY MANAGEMENT COMPANY, LLC
By: XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
Attest: XXX X. XXX
-----------------------------------
Name: Xxx X. Xxx
Title: Secretary
OPPENHEIMERFUNDS, INC.
By: XXXXXX X. XXXX
-----------------------------------
Name: Xxxxxx X. Xxxx
Title: Senior Vice President
Attest: XXXXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
Pursuant to the agreement (the "Agreement") dated October 23, 1998 by and
between Security Management Company LLC (the "Advisor") and OppenheimerFunds,
Inc. (the "Subadvisor"), the Advisor notifies the Subadvisor as follows:
1. The Subadvisor's appointment as subadvisor for Security Equity Fund, Global
Fund Series (the "Fund") pursuant to the Agreement takes effect as of the close
of business on October 30, 1998.
2. The Advisor shall provide to the Subadvisor, from October 30, 1998 to June
30, 1999, with reports of daily trades in the form attached hereto as Exhibit A,
and the other reports on Exhibit B, for the Fund's portfolio. Such reports shall
be provided following the close of each business day, and other reports shall be
provided on a periodic basis as reasonably requested by the Subadvisor.
SECURITY MANAGEMENT COMPANY, LLC
By: XXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Treasurer
Accepted on behalf of
OPPENHEIMERFUNDS, INC.
By: XXXXXXXX X. XXXXXXXX
-----------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
EXHIBIT A
DAILY TRADES SECURITY EQUITY GLOBAL
10/27/98 thru 10/28/98
OUTSTANDING
ISSUER SECURITY NUMBER SECURITY DESCRIPTION COUNTRY OF RISK INCOME/EXPENSE SHARES/PAR ASSET GROUP CATEGORY LEVEL 1
------ --------------- -------------------- --------------- -------------- -------------- ------------ ----------------
BUY
308251 308251306 CONOCO, INC. UNITED STATES OIL - DOMESTIC 191,456,000.00 COMMON STOCK COMMON STOCKS
EXHIBIT B
REPORT FREQUENCY
Trades Report every business day
Invest One Parm 4% Report Monday of every week
Invest One Spectra 25% Report Monday of every week
Invest One Spectra 65% Report 1st business day of every month
Invest One Spectra Portfolio Holdings Report 1st business day of every month
