Oppenheimer International Large Cap Core Trust – ‘NSAR-B/A’ for 4/30/05 – ‘EX-99.6 ADVSER CONTR’

On:  Friday, 7/1/05, at 1:42pm ET   ·   Effective:  7/1/05   ·   For:  4/30/05   ·   Accession #:  1239846-5-4   ·   File #:  811-21370

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Amendment to Annual Report by an Investment Company   —   Form N-SAR   —   ICA’40
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: NSAR-B/A    Int'L Lcct Nsar                                        8     34K 
 2: EX-23       Int'L Lcct Audit Letter                                1      6K 
 3: EX-99       Int'L Lcct Rocsop                                      1      5K 
 4: EX-99.6 ADVSER CONTR  Int'L Lcct Advisory Agreement                6±    23K 
 5: EX-99.77E LEGAL  Int'L Lcct Litigation                             1      5K 

‘EX-99.6 ADVSER CONTR’   —   Int’L Lcct Advisory Agreement

AMENDED AND RESTATED
 INVESTMENT ADVISORY AGREEMENT

AGREEMENT made as of the 1st day of January 2005, by and between Oppenheimer    
International Large-Cap Core Trust (the "Trust"), and OppenheimerFunds, Inc.    
("OFI").                                                                        

WHEREAS, the Trust is an open-end series 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 Trust is registered under the Investment Company Act of 1940, as   
amended (the "Investment Company Act") as an open-end management investment     
company and may issue shares of common stock in separately designated series    
representing separate funds with their own investment objectives, policies and  
purposes; and                                                                   

WHEREAS, the Trust desires that OFI shall act as its investment adviser with    
respect to the Oppenheimer International Large-Cap Core Fund (the "Fund") series
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 PROVISION.                                                     

      The Trust 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 Trust as amended from time to time; (iv) policies and  
determinations of the Board of Trustees of the Trust; (v) the fundamental       
policies and investment restrictions of the Fund as reflected in the Trust'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 Trust with respect to any matters dealing with the business and affairs of  
the Trust including the valuation of the portfolio securities of the Fund 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 Trust'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 portfolio of the Fund.                                                   

(b) 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 "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 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 for its 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 and under the Investment 
Advisers Act of 1940.                                                           

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 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 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. OFI shall, at its own expense, provide such officers for the Trust as
the Trust's Board may request.                                                  

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 Trust, 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   
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 legal obligation which the Trust
may have on behalf of the Fund 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 Trust shall not receive any compensation from the  
Trust for their services.                                                       

5.       COMPENSATION OF OFI.                                                   

The Company 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 total net    
asset value of each Fund of the Trust as of the close of each business day and  
payable monthly at the annual rate for each Fund set forth on Schedule A hereto.

6.       USE OF NAME "OPPENHEIMER."                                             

         OFI hereby grants to the Trust a royalty-free, non-exclusive license to
use the name "Oppenheimer" in the name of the Trust and the Fund for the        
duration of this Agreement and any extensions or renewals thereof. To the extent
necessary to protect OFI's rights to the name "Oppenheimer" under applicable    
law, such license shall allow OFI to inspect, and subject to control by the     
Trust's Board, control the name and quality of services offered by the Fund     
under either such name. Such license may, upon termination of this Agreement, be
terminated by OFI, in which event the Trust shall promptly take whatever action 
may be necessary to change its name and the name of the Fund and discontinue any
further use of the name "Oppenheimer" in the name of the Trust or the Fund or   
otherwise. The name "Oppenheimer" may be used 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 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 obtain, consistent with the provisions of  
subparagraph "(c)" of this paragraph "7," the benefit of such investment        
information or research as may 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
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 (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 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 (and any Sub-Advisor) 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    
(and 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 and its investment advisory affiliates (and any Sub-Advisor) with respect to
the 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 the 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 its Board of       
Trustees and the provisions of this paragraph "7."                              

       (e) The Trust recognizes that an affiliated broker-dealer (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 Trust; 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.                                                                    

8.       DURATION.                                                              

    This Agreement will take effect on the date first set forth above.
Unless earlier terminated pursuant to paragraph 9 hereof, this Agreement shall  
remain in effect from year to year, so long as such continuance shall be        
approved at least annually by the Trust's Board of Trustees, including the vote 
of the 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 
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 Trust's Board of Trustees.                                               

9.       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.                                                  

10.      ASSIGNMENT OR AMENDMENT.                                               

   This Agreement may not be amended without the affirmative vote or
written consent of the holders of a "majority" of the outstanding voting        
securities of the Fund, and shall automatically and immediately terminate in the
event of its "assignment," as defined in the Investment Company Act.            

11.      DISCLAIMER OF SHAREHOLDER LIABILITY.                                   

        OFI understands that the obligations of the Trust under this Agreement
are not binding upon any Trustee or shareholder of the Trust or Fund personally,
but bind only the Trust, but only with respect to the Fund's property. OFI      
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.                                                                   

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.                                                         

                       OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST,

By: /s/Robert G. Zack 
           -------------------------
           Robert G. Zack, Secretary

OPPENHEIMERFUNDS, INC.

By: /s/John V. Murphy 
           -------------------------
John V. Murphy
                                 Chairman, President and Chief Executive Officer

SCHEDULE A
TO
 INVESTMENT ADVISORY AGREEMENT
 BETWEEN
OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST
 AND
OPPENHEIMERFUNDS, INC.

                                                        [Enlarge/Download Table]

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                NAME OF SERIES                        ANNUAL FEE AS A PERCENTAGE OF DAILY TOTAL NET ASSETS      
================================================ ===============================================================
                                                                                                                
Oppenheimer International Large-Cap Core Fund    0.85% of the first $500 million of aggregate net assets;       
                                                 0.75% of the next $500 million; and                            
                                                 0.70% of aggregate net assets over $1 billion.                 
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