INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made the 16th day of August, 1999, by and between
XXXXXXXXXXX TRINITY CORE 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;
WHEREAS, the Fund desires that OFI shall act as its investment adviser
pursuant to this Agreement;
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
Company 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 Company 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, firm 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 premiums 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 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 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 non-recurring 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 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 Company 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:
(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.
(f) Subject to the foregoing provisions of this paragraph 7, OFI
(and any Sub Advisor) may also consider sales of Shares of the Fund, and the
other funds advised by OFI and its affiliates as a factor in the selection
of broker-dealers for its portfolio transactions.
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 for a period of two (2) years and thereafter
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 Fund's 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, transferred, 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 Company. This Agreement shall
automatically and immediately terminate in 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 TRINITY CORE FUND
Attest:
By: /s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Assistant Secretary Secretary
OPPENHEIMERFUNDS, INC.
Attest:
By: /s/ Xxxxxx X. Xxxx /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxx Xxxxxx X. Xxxxxxx
Assistant Secretary Executive Vice President
Advisory\TRValue-AdvsAgr.doc
