AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDED AND RESTATED AGREEMENT made as of the 1st day of January, 2005,
by and between XXXXXXXXXXX MULTI-SECTOR INCOME TRUST (hereinafter called the
"Trust"), and OPPENHEIMERFUNDS, INC. (hereinafter called the "Adviser").
WHEREAS, the Trust is a closed-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 the Adviser is a registered investment adviser;
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, it is agreed by and between the parties as follows:
1. IN GENERAL
The Adviser agrees, all as more fully set forth herein, to act as
investment adviser to the Trust with respect to the investment of its assets; to
supervise and arrange the purchases of securities for and the sale of securities
held in the portfolio of the Trust; and to furnish facilities and furnish and
supervise personnel as shall be required to provide the services described
herein.
2. DUTIES AND OBLIGATIONS OF THE ADVISER WITH RESPECT TO INVESTMENT OF ASSETS OF
THE TRUST
(a) Subject to the succeeding provisions of this section and subject to
the direction and control of the Board of Trustees, the Adviser shall:
(i) Regularly provide investment advice and recommendations to
the Trust with respect to its investments, investment policies and the purchase
and sale of securities and other investments (collectively, "securities");
(ii) Supervise continuously the investment program of the
Trust and the composition of its portfolio;
(iii) Arrange, subject to the provisions of paragraph "4"
hereof, for the purchase of securities and other investments and for the sale of
securities and other investments held in the portfolio of the Trust; and
(iv) Prepare proxy materials for meetings of the Trust's
shareholders and such registrations and reports as may be required by federal
securities laws.
(b) Any investment advice furnished by the Adviser under this section
shall at all times conform to, and be in accordance with, any requirements
imposed by: (1) the provisions of the Investment Company Act of 1940, and of any
rules or regulations in force thereunder; (2) any other applicable provision of
law; (3) the provisions of the Declaration of Trust and By-Laws of the Trust as
amended from time to time; (4) any policies and determinations of the Board of
Trustees of the Trust; and (5) the terms of the registration statement of the
Trust, as amended from time to time under the Securities Act of 1933 and the
Investment Company Act of 1940.
(c) Nothing in this Agreement shall prevent the Adviser 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 the Adviser or any of its
directors, officers, stockholders or employees from buying, selling or trading
any securities for its or their own accounts or for the accounts of other for
whom it or they may be acting, provided, however, that the Adviser expressly
represents that it will undertake no activities which, in its judgment, will
adversely affect the performance of its obligations to the Trust under this
Agreement.
(d) The Adviser may obtain investment information, research or
assistance from any other person, firm or corporation to supplement, update or
otherwise improve its investment management services, provided that the Trust
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 4 hereof.
3. TRUST ADMINISTRATION AND ALLOCATION OF EXPENSES.
The Adviser shall at its expense provide all executive, administrative
and clerical personnel as shall be required to provide effective administration
for the Trust, except such services, facilities and personnel as the Trust has
contracted to obtain pursuant to the Administration Agreement annexed hereto as
Exhibit A. Services to be provided by the Adviser hereunder shall include the
compilation and maintenance of such records with respect to the Trust's
operations as may reasonably be required; the preparation and filing of such
reports with respect thereto as shall be required by the Securities and Exchange
Commission and periodic reports with respect to its operations for the
shareholders of the Trust except required reports to shareholders and Form N-SAR
(or such other form as the SEC may substitute therefor); preparation of proxy
materials for meetings of the Trust's shareholders; and the preparation of such
registrations and reports as may be required by Federal securities laws. The
Adviser shall, at its own cost and expense, also provide the Trust with adequate
office space, facilities and equipment. The Adviser shall, at its own expense,
provide such officers for the Trust as the Trust's Board may request.
All other costs and expenses not expressly assumed by the Adviser under
this Agreement shall be paid by the Trust, including, but not limited to: (i)
interest and taxes, including issue and transfer taxes, incurred by or levied on
the Fund; (ii) insurance premiums for fidelity and other coverage requisite to
its operations; (iii) compensation and expenses of its Trustees other than those
associated or affiliated with the Adviser; (iv) legal and audit expenses; (v)
custodian, dividend paying agent, registrar and transfer agent fees and expenses
(including charges and expenses of the Trust's Dividend Reinvestment Plan Agent)
and brokerage commissions, if any; (viii) fees and expenses, other than as
hereinabove provided, incident to the registration, under Federal law, of shares
of the Trust for public sale; (ix) except as noted above, all other expenses
incidental to holding meetings of the Trust's shareholders; (x) payments under
the Trust's Administration Agreement; (xi) fees and expenses of listing and
maintaining the listing of the Trust's shares of any national securities
exchange; (xii) cost of certificates representing the Trust's shares; and (xiii)
such non-recurring expenses as may arise, including litigation affecting the
Trust and the legal obligation which the Trust may have to indemnify its
officers and Trustees with respect thereto.
4. PORTFOLIO TRANSACTIONS AND BROKERAGE.
(a) The Adviser is authorized, in arranging the purchase and sale of
the Trust's portfolio securities, 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 Trust to obtain, at reasonable expense, the "best execution"
(prompt and reliable execution at the most favorable security price obtainable)
of the Trust's portfolio transactions as well as to obtain, consistent with the
provisions of subparagraph (c) of this paragraph 4, the benefit of such
investment information or research as will be of significant assistance to the
performance by the Adviser of its investment management functions.
(b) The Adviser shall select broker-dealers to effect the Trust's
portfolio transactions 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 the Adviser 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 Trust's portfolio
transactions by participating therein for its own account; the importance to the
Trust of speed, efficiency or confidentiality; the broker-dealer's apparent
familiarity with sources from or to whom particular securities 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 Trust.
(c) The Adviser shall have discretion, in the interests of the Trust,
to allocate brokerage on the Trust's portfolio transactions to broker-dealers,
other than an affiliated broker-dealer, 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 Trust and/or other accounts for which the Adviser or its affiliates
exercise "investment discretion" (as that term is defined in Section 3(a)(35) of
the Securities Exchange Act of 1934) and to cause the Trust to pay such
broker-dealers a commission for effecting a portfolio transaction for the Trust
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 the Adviser 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 the Adviser or its affiliates
with respect to the accounts as to which they exercise investment discretion. In
reaching such determination, the Adviser 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, the Adviser shall be prepared to
show that all commissions were allocated for purposes contemplated by this
Agreement and that the total commissions paid by the Trust over a representative
period selected by the Trust's trustees were reasonable in relation to the
benefits to the Trust.
(d) The Adviser 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 Trust for effecting
its portfolio transactions to the extent consistent with the interests and
policies of the Trust as established by the determinations of the Board of
Trustees of the Trust and the provisions of this paragraph 4.
(e) The Trust recognizes that an affiliated broker-dealer: (i) may act
as one of the Trust's regular brokers so long as it is lawful for it so to act;
(ii) may be a major recipient of brokerage commissions paid by the Trust; and
(iii) may effect portfolio transactions for the Trust 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 for determining the permissible level of such
commissions.
(f) Subject to the foregoing provisions of this paragraph 4, the
Adviser may also consider sales of shares of the Trust and the other funds
advised by the Adviser and its affiliates as a factor in the selection of
broker-dealers for its portfolio transactions.
5. COMPENSATION OF THE ADVISER.
The Trust agrees to pay the Adviser and the Adviser agrees to accept as
full compensation for all services rendered by the Adviser as such, a fee
payable weekly in an amount computed by applying the annual rate of .65 of 1% to
the end of week net assets of the Trust, determined as of the close of business
of the New York Stock Exchange each Friday. When the New York Stock Exchange is
not open on a Friday, then the net assets shall be determined as of the close of
business of the New York Stock Exchange on the day on which the New York Stock
Exchange was open next preceding such Friday.
6. USE OF NAME "XXXXXXXXXXX".
The Adviser hereby grants to the Trust a royalty-free, non-exclusive
license to use the name "Xxxxxxxxxxx" in the name of the Trust for the duration
of this Agreement and any extensions or renewals thereof. To the extent
necessary to protect the Adviser's rights to the name "Xxxxxxxxxxx" under
applicable law, such license shall allow the Adviser to inspect and, subject to
control by the Trust's Board, control the nature and quality of services offered
by the Trust under such name. Such license may, upon termination of this
Agreement, be terminated by the Adviser, in which event the Trust 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 Trust or otherwise. The
name "Xxxxxxxxxxx" may be used or licensed by the Adviser in connection with any
of its activities, or licensed by the Adviser to any other party.
7. DURATION AND TERMINATION.
(a) This Agreement will take effect on the date first set forth above.
This Agreement shall continue in effect from year to year, so long as such
continuance shall be approved at least annually (a) by the Board of Trustees,
including the vote of a majority of the Trustees of the Trust who are not
parties to this Agreement or "interested persons" (as defined in the Investment
Company Act of 1940) of any such party cast in person at a meeting called for
the purpose of voting on such approval, or (b) by the vote of the holders of a
"majority" (as defined in the Investment Company Act) of the outstanding voting
securities of the Trust and by such aforementioned vote of the Board of
Trustees.
(b) This Agreement may be terminated by the Adviser at any time without
penalty upon sixty days' written notice to the Trust (which notice may be waived
by the Trust) and may be terminated by the Trust at any time without penalty
upon sixty days' notice to the Adviser (which notice may be waived by the
Adviser), provided that such termination by the Trust shall be directed or
approved by the vote of a majority of all the Trustees of the Trust then in
office or by the vote of the holders of a "majority" (as defined in the
Investment Company Act of 1940) of the outstanding voting securities of the
Trust. This Agreement shall automatically terminate in the event of its
assignment (as "assignment" is defined in the Investment Company Act of 1940).
8. LIABILITY.
(a) Provided that nothing herein shall be deemed to protect the Adviser
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, the Adviser 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.
(b) The Adviser understands and agrees that the obligations of the
Trust under this Agreement are not binding upon any Trustee or shareholder of
the Trust personally, but bind only the Trust and the Trust's property; the
Adviser represents that it has notice of the provisions of the Declaration of
Trust of the Trust disclaiming Trustee or shareholder liability for acts or
obligations of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused the foregoing
instrument to be executed by their duly authorized officers as of the day and
year first above written.
XXXXXXXXXXX MULTI-SECTOR INCOME TRUST
By:/s/Xxxxxx X. Xxxx
-----------------------------------
Xxxxxx X. Xxxx
Secretary
OPPENHEIMERFUNDS, INC.
By:/s/Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx
Chairman, President, Chief Executive Officer &
Director
