Oppenheimer Capital Preservation Fund – ‘NSAR-A’ for 4/30/05 – ‘EX-99.6 ADVSER CONTR’

On:  Wednesday, 6/29/05, at 5:14pm ET   ·   Effective:  6/29/05   ·   For:  4/30/05   ·   Accession #:  1062675-5-1   ·   File #:  811-08799

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

Document/Exhibit                   Description                      Pages   Size 

 1: NSAR-A      Capital Preservation N-SAR                             7     31K 
 2: EX-2        Capital Preservation Merger Date                       1      3K 
 3: EX-22       Capital Preservation Shareholder Vote                  1      4K 
 4: EX-99.6 ADVSER CONTR  Capital Preservation Advisory Agreement      5     21K 

‘EX-99.6 ADVSER CONTR’   —   Capital Preservation Advisory Agreement

EX-99.6 ADVSER CONTR
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AMENDED AND RESTATED
 INVESTMENT ADVISORY AGREEMENT

AMENDED AND RESTATED AGREEMENT made as of the 1st day of January, 2005, by and  
between OPPENHEIMER CAPITAL PRESERVATION FUND (the "Fund") and OPPENHEIMERFUNDS,
INC.("OFI").                                                                    

WHEREAS, the Fund is an open-end, non-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 Advisors 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 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 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 portfolio securities 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 and sale of securities and other         
investments for 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.  

EX-99.6 ADVSER CONTR
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      (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 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 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.                                                   

         OFI shall, at its own expense, provide assistance in the supervision 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.                                                       

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) 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 and notices and   
proxy materials to shareholders of the Fund; (xi) except as noted above, all    
other expenses incidental to holding regular annual meetings of the Fund's      
shareholders; and (xii) such extraordinary non-recurring expenses as may arise, 
including litigation, affecting the Fund and any obligation 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.                                                   

EX-99.6 ADVSER CONTR
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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 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; and 0.60% of
   aggregate net assets in excess of $800 million.

        The compensation paid to OFI by the Fund hereunder shall be reduced by
the management fees received by OFI during the period from other affiliated     
investment companies attributable to investments by the Fund in shares of such  
affiliated investment companies. However, the management fee will never be      
reduced below zero. The intent is that the management fee paid directly and     
indirectly by the Fund to OFI shall equal the above fees.                       

6.       USE OF NAME "OPPENHEIMER."                                             

        OFI hereby grants the Fund a royalty-free, nonexclusive license to use
the name "Oppenheimer" 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 "Oppenheimer" in the name of the Fund or
otherwise. The name "Oppenheimer" 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 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, 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 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.                                                                           

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 (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 exercises "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 OFI's overall responsibilities with respect to the    
accounts as to which it exercises 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."                              

         (e) The Fund 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 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 of 1940 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 thereafter, 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.       TERMINATION.                                                           

EX-99.6 ADVSER CONTR
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     (a) 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 of                                                        

the outstanding voting securities of the Fund.                                  

      (b) 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.                                                         

10.      DISCLOSURE 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 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.          

11.      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 Capital Preservation Fund

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

OppenheimerFunds, Inc.      

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