FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT (the "Fee Waiver and
Expense Reimbursement Agreement") is dated as of May 17, 2007 between
OPPENHEIMERFUNDS, INC. (the "Manager") and XXXXXXXXXXX SMA CORE BOND FUND (the
"Fund").
WHEREAS, the Manager has entered into an investment advisory agreement (the
"Advisory Agreement") with the Fund, whereby the Manager provides certain
investment advisory and management services to the Fund;
WHEREAS, shares of the Fund may be purchased and held only by or on behalf
of separately managed account clients who have retained OFI Private Investments
Inc. or certain of its affiliates (collectively, "OFI PI") to manage their
accounts pursuant to an investment management agreement with OFI PI and/or a
managed account program sponsor;
WHEREAS, the Manager desires to waive all of its fees payable by the Fund
for services provided under the Advisory Agreement;
WHEREAS, the Manager desires to pay or reimburse all expenses of the Fund,
other than extraordinary expenses, transfer agency fees to the extent paid for
sub-transfer agent services and fees paid to the Trustees of the Fund who are
not "interested persons" under the Investment Company Act of 1940 ("Independent
Trustees");
WHEREAS, the Manager understands and intends that the Fund will rely on
this Fee Waiver and Expense Reimbursement Agreement in preparing post-effective
amendments to the Fund's registration statement on Form N-1A and in accruing the
expenses of the Fund for purposes of calculating net asset value and for other
purposes, and expressly permits the Fund to do so; and
WHEREAS, the shareholders of the Fund will benefit from the ongoing waivers
by incurring lower operating expenses than they would absent such waivers.
NOW, THEREFORE, the Manager agrees to (i) waive its advisory fees under the
Advisory Agreement and (ii) pay on behalf of the Fund, or reimburse the Fund
for, all of its costs and expenses, including the Fund's costs under the
agreements listed on Schedule A, other than extraordinary expenses, transfer
agency fees to the extent paid for sub-transfer agent services and fees paid to
the Independent Trustees.
This contractual fee waiver and expense reimbursement shall be effective
for as long as shares of the Fund may be purchased and held only by or on behalf
of separately managed account clients who have retained OFI PI to manage their
accounts pursuant to an investment management agreement with OFI PI and/or a
managed account program sponsor.
This Fee Waiver and Expense Reimbursement Agreement may be amended or
terminated only upon the approval of (i) the Manager and (ii) the Board of
Trustees of the Fund as required under Section 15 of the Investment Company Act
of 1940.
IN WITNESS WHEREOF, the Manager and the Fund have agreed to this Fee Waiver
and Expense Reimbursement Agreement as of the day and year first above written.
OPPENHEIMERFUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
XXXXXXXXXXX SMA CORE BOND FUND
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Name: Xxxxxx X. Xxxx
Title: Secretary
SCHEDULE A
FUND AGREEMENTS SUBJECT TO FEE WAIVER
AND EXPENSE REIMBURSEMENT AGREEMENT
Investment Advisory Agreement dated June 1, 2007 between Xxxxxxxxxxx SMA
Core Bond Fund and OppenheimerFunds, Inc.
General Distributor's Agreement dated June 15, 2006, between Xxxxxxxxxxx
SMA Core Bond Fund and OppenheimerFunds Distributor, Inc.
Service Contract by and between each of the Xxxxxxxxxxx funds included on
Schedule B of the Service Contract and OppenheimerFunds, Inc., acting through
its operating division OppenheimerFunds Services, dated January 1, 2001.
Global Custodial Services Agreement dated August 16, 2003, as amended, by
and between each investment company identified on Appendix A attached to the
Agreement, individually and severally, and not jointly and severally, and XX
Xxxxxx Chase.
