AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of January, 2005, by and between XXXXXXXXXXX
AMT-FREE NEW YORK MUNICIPALS (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 a registered investment adviser;
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 Provision.
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 are hereinafter set forth. OFI shall, in all matters, give
to the Fund and its Board of Trustees the benefit of its best judgment,
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 Board of Trustees of the Fund;
(v) the fundamental policies and investment restrictions of the Fund as
reflected in its registration statement under the Investment Company Act or
as such policies may, from time to time, be amended by the Fund's
shareholders; 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
any of the Fund's portfolio securities which are either not registered for
public sale or not being traded on any securities market.
2. Investment Management.
(a) OFI shall, subject to the direction and control by the Fund's Board
of Trustees, (i) regularly provide investment advice and recommendations to
the Fund with respect to its investments, investment policies and the
purchase and sale of securities; (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 of securities and
other investments for the Fund and the sale of securities and other
investments held in the Fund's portfolio.
(b) Provided that the Fund 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 "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.
(c) Nothing in this Agreement shall prevent OFI 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 OFI or any of its directors,
officers, stockholders or employees from buying, selling or trading any
securities 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.
(a) 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 its operation of the Fund for the
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 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.
(b) 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 good faith errors or omissions in
connection with any matters to which this Agreement relates.
4. Allocation of Expenses.
All other costs and expenses not expressly assumed by OFI under this
Agreement, or to be paid by the General Distributor of the shares of the
Fund, shall be paid by the Fund, including, but not limited to (i) interest
and taxes; (ii) brokerage commissions; (iii) insurance premiums for fidelity
and other insurance coverage requisite to its operations; (iv) compensation
and expenses of its Trustees other than those associated or 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 hereinabove 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
and any 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 may also
serve as officers, trustees or employees of the Fund shall not receive any
compensation by 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 fee computed on the net asset value of
the Fund as of the close of each business day and payable monthly at the
following annual rates:
0.60% of the first $200 million of net assets;
0.55% of the next $100 million;
0.50% of the next $200 million;
0.45% of the next $250 million;
0.40% of the next $250 million; and
0.35% of the net assets in excess of $1 billion.
6. Use of Name "Xxxxxxxxxxx."
OFI hereby grants 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 Fund
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 one or more additional investment companies for which it may
act as investment advisor or general distributor.
7. Portfolio Transactions and Brokerage.
(a) OFI is authorized, in arranging the purchase and sale of the Fund's
portfolio securities, to employ or deal with such members of securities
exchanges, brokers or dealers as may, in its best judgment, implement the
Fund's policy to obtain, at reasonable expense, the "best execution" (prompt
and reliable execution at the most favorable security price obtainable) of
the Fund's portfolio transactions 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 of its investment management functions.
(b) OFI shall select broker-dealers to effect the Fund'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 OFI 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 Fund's portfolio transactions 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 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 shall have discretion, in the interest of the Fund, to allocate
the Fund's portfolio transactions to broker-dealers other than a
broker-dealer (an "Affiliated Broker") which, at the time of the transaction,
is an affiliated person either of the Fund or of any affiliated person of the
Fund (including OFI), 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 and 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 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 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 and its investment advisory affiliates
with respect to the accounts as to which they exercise investment discretion.
In reaching such determination, OFI 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 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 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 its Board of
Trustees and the provisions of this paragraph 7.
8. Duration.
This Agreement will take effect on the date first set forth above and
will continue in effect from year to year, so long as such continuance shall
be approved at least annually in the manner contemplated by Section 15 of the
Investment Company Act.
9. Disclaimer of Shareholder Liability.
OFI understands and agrees that the obligations of the Fund under this
Agreement are not binding upon any shareholder 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 liability for acts or obligations of the Fund.
10. Termination.
This Agreement may be terminated (i) by OFI at any time without penalty
upon giving the Fund sixty days' written notice (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" (as defined in the Investment Company Act) of the
outstanding voting securities of the Fund.
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 Fund; 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 this Agreement shall be interpreted and
defined in a manner consistent with the provisions and definitions of the
Investment Company Act.
XXXXXXXXXXX AMT-FREE NEW YORK MUNICIPALS
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds, Inc.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Chairman, President &
Chief Executive Officer
