AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT made as of the 11th day of December, 1997,
by and between XXXXXXXXXXX MULTIPLE STRATEGIES FUND, formerly named Xxxxxxxxxxx
Asset Allocation Fund (hereinafter referred to as the "Fund"), and
OPPENHEIMERFUNDS, INC. formerly named Xxxxxxxxxxx Management Corp. (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;
WHEREAS, the Fund and OFI have agreed, per a resolution dated December 11, 1997
of the Fund's Board of Trustees, to reduce the Fund's management fee on assets
in excess of $1.5 billion;
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.
a. 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 ByLaws 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 the Fund's 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 traded on any securities market.
b. OFI shall not be liable for any loss sustained by the Fund in
connection with any matters to which this Agreement relates, except a loss
resulting by reason of OFI's willful misfeasance, bad faith or gross
negligence in the performance of its duties; or by reason of its reckless
disregard of its obligations and duties under this Agreement.
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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 "8" hereof, for the
purchase of securities and other investments for the Fund and the sale of
securities and other investments held in the portfolio of the Fund.
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 "8" 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.
3. ACTING AS ADVISER FOR OTHERS.
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, 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.
4. 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 its operations 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 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.
5. 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) premiums for
fidelity and other insurance coverage requisite to its operations; (iv)
the fees and expenses of its Trustees; (v) legal and audit expenses; (vi)
custodian and transfer agent
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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 and state 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.
6. COMPENSATION OF OFI.
The Trust 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
aggregate net assets of the Fund as of the close of each business day and
payable monthly at the following annual rates:
0.75% of the first $200 million of aggregate net assets;
0.72% of the next $200 million of aggregate net assets;
0.69% of the next $200 million of aggregate net assets;
0.66% of the next $200 million of aggregate net assets;
0.60% of the next $700 million of aggregate net assets; and
0.58% of aggregate net assets in excess of $1.5 billion.
7. 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
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 any of its activities or licensed by OFI to any other
party.
8. PORTFOLIO TRANSACTIONS AND BROKERAGE.
a. OFI is authorized, in arranging the Fund's portfolio transactions, to
employ or deal with such members of securities or commodities exchanges,
brokers or dealers including "affiliated" broker-dealers (as that term is
defined in the Investment Company Act) (hereinafter "broker-dealers"), 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 Fund's portfolio
transactions as well as to
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obtain, consistent with the provisions of subparagraph "(c)" of this
paragraph "8," the benefit of such investment information or research as
may 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 interests of the Fund, to allocate
brokerage on the Fund's portfolio transactions 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 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 the Fund's portfolio transactions to the extent
consistent with the interests and policies of the Fund as established by
the determinations of the Fund's Board of Trustees and the provisions of
this paragraph "8".
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e. The Fund recognizes that an affiliated broker (i) may act as one of the
Fund'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 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 for determining the
permissible level of such commissions.
f. Subject to the foregoing provisions of this paragraph "8," OFI may also
consider sales of Fund shares and shares of other investment companies
managed by OFI or its affiliates as a factor in the selection of
broker-dealers for the Fund's portfolio transactions.
9. DURATION.
This Agreement will take effect on the date first set forth above, and
replaces the Fund's Investment Advisory Agreement dated June 27, 1994.
This Agreement will continue in effect until December 31, 1998, and
thereafter, 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.
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. DISCLAIMER OF SHAREHOLDER LIABILITY.
OFI understands and agrees that the obligations of the Fund under this
Agreement are not binding upon any Trustee or shareholder of the Fund
personally, but bind only the Fund and its 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.
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13. 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 Multiple Strategies Fund
/s/ Xxxxxx X. Xxxxxxx
By: _______________________________
Xxxxxx X. Xxxxxxx, Secretary
OppenheimerFunds, Inc.
/s/ Xxxxxxxxx X. Xxxx
By: _______________________________
Xxxxxxxxx X. Xxxx, Vice President
advisory\240.d97
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