FORM OF SUBADVISORY AGREEMENT
THIS AGREEMENT is made and entered into as of this ___ day of _____________, 2007 among
OppenheimerFunds, Inc., a New York corporation (the "Adviser"), and Baring International Investment Limited a
limited liability corporation domiciled in the United Kingdom (the "SubAdviser").
W I T N E S S E T H:
WHEREAS, ▇▇▇▇▇▇▇▇▇▇▇ Baring SMA International Fund (the "Fund") is registered with the Securities and
Exchange Commission (the "SEC") as an open-end management investment company under the Investment Company Act of
1940, as amended (the "1940 Act");
WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as
amended (the "Advisers Act") and is engaged in the business of rendering investment advice;
WHEREAS, the Adviser has, pursuant to an Advisory Agreement with the Fund dated as of June 1, 2007 (the
"Advisory Agreement") been retained to act as investment adviser for the Fund;
WHEREAS, the Advisory Agreement permits the Adviser, at its option, subject to approval by the Fund's
Board of Trustees (the "Board") and, to the extent necessary, shareholders of the Fund, to delegate certain of
its duties under the Advisory Agreement to other investment advisers, subject to the requirements of the 1940 Act;
WHEREAS, SubAdviser is a registered investment adviser under the Advisers Act and is engaged in the
business of rendering investment advice and is authorized and regulated by the Financial Services Authority of
the United Kingdom ("FSA") for investment and asset management business and is bound by the rules of the FSA
("FSA Rules"); and
WHEREAS, the Adviser desires to retain SubAdviser to assist it in the provision of a continuous
investment program for the Fund's assets, and SubAdviser is willing to render such services subject to the terms
and conditions set forth in this Agreement.
WHEREAS, shares of the Fund are designed for separately managed account ("SMA") clients who have
retained OFI Private Investments Inc., the private wealth management affiliate of the Adviser ("OFI PI") to
manage their accounts pursuant to investment management agreements with such clients or managed account program
sponsors who have retained OFI PI as part of a "wrap-fee" program. As such, shares of the Fund constitute a
component of an overall strategy, the OFIPI Baring International SMA Portfolio.
NOW, THEREFORE, the parties do mutually agree and promise as follows:
1. Appointment as SubAdviser. The Adviser hereby appoints the SubAdviser to act as SubAdviser of
the Fund to provide investment advice to the Fund as hereinafter set forth, subject to the supervision of the
Adviser and the Fund's Board and subject to the terms of this Agreement; and the SubAdviser hereby accepts such
appointment and agrees to furnish the services hereinafter set forth for the compensation herein provided.
2. Duties of SubAdviser.
(a) Investments. The SubAdviser is hereby authorized and directed and hereby agrees, subject to
the stated investment policies and restrictions of the Fund as set forth in the Fund's prospectus and Statement
of Additional Information as currently in effect and as supplemented or amended from time to time (collectively
referred to hereinafter as the "Prospectus") and subject to the directions of the Adviser and the Board, to (i)
regularly provide investment advice and recommendations to the Fund with respect to the Fund's investments,
investment policies and the purchase and sale of securities and other investments; (ii) supervise and monitor the
investment program of the Fund and the composition of its portfolio to determine what securities and other
investments shall be purchased or sold by the Fund; and (iii) arrange, subject to the provisions of paragraph (d)
below, 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. The Adviser agrees to provide the SubAdviser with such assistance
as may be reasonably requested by the SubAdviser in connection with its activities under this Agreement,
including, without limitation, information concerning the Fund, its funds available, or to become available, for
investment and generally as to the conditions of the Fund or the Fund's affairs.
(b) Compliance with Applicable Laws and Governing Documents. In the performance of its duties and
obligations under this Agreement or otherwise, the SubAdviser shall act in conformity with the Fund's Declaration
of Trust, By-Laws, procedures and policies adopted by the Fund's Board and/or by the Adviser and the Prospectus
and with the instructions and directions received in writing from the Adviser or the Fund's Board and will
conform to and comply with the requirements of the 1940 Act and all rules and regulations thereunder, and
releases and interpretations related thereto, the Internal Revenue Code of 1986, as amended (the "Code"), and all
other applicable federal and state laws and regulations necessary to allow the Fund to qualify as a "regulated
investment company" as defined in Subchapter M of the Code (which currently requires that, at the close of each
quarter of the taxable year, (A) at least 50 percent of the value of the Fund's total assets is represented by
(i) cash and cash items [including receivables], Government securities and securities of other regulated
investment companies, and (ii) other securities for purposes of this calculation limited in respect of any one
issuer to an amount not greater in value than 5 percent of the value of the total assets of the Fund and to not
more than 10 percent of the outstanding voting securities of such issuer, and (B) not more than 25 percent of the
value of its total assets is invested in the securities [other than Government securities or the securities of
other regulated investment companies] of any one issuer). Notwithstanding the foregoing, the Adviser shall,
subject to the SubAdviser's compliance with its obligations, remain responsible for the Fund's overall compliance
with the 1940 Act, the Code and all other applicable federal and state laws and regulations. The Adviser will
provide the SubAdviser with a copy of those portions of the minutes of the meetings of the Fund's Board to the
extent they may materially affect the duties of the SubAdviser, and with copies of any financial statements or
reports made by the Fund to its shareholders, and any further materials or information which the SubAdviser may
reasonably request to enable it to perform its functions under this Agreement.
The Adviser will provide the SubAdviser with advance notice of any change in the Fund's investment
objectives, policies and restrictions as stated in the Prospectus or in any procedures and policies adopted by
the Fund's Board and/or the Adviser, and the SubAdviser shall, in the performance of its duties and obligations
under this Agreement, manage the Fund's portfolio investments in compliance with such changes, provided the
SubAdviser has received prompt notice of the effectiveness of such changes from the Fund or the Adviser. In
addition to such notice, the Adviser shall provide to the SubAdviser a copy of a modified Prospectus reflecting
such changes provided that such Prospectus was so modified.
The Adviser acknowledges and agrees that, provided that the SubAdviser has provided the Adviser with
complete, accurate and timely information regarding the SubAdviser's activities relating to the Fund, the
Prospectus will at all times be in compliance with all disclosure requirements under all applicable federal and
state laws and regulations relating to the Fund, including, without limitation, the 1940 Act, and the rules and
regulations thereunder, and that the SubAdviser shall have no liability in connection therewith, except as to the
accuracy of material information furnished in writing by the SubAdviser to the Fund or to the Adviser
specifically for inclusion in the Prospectus, or information which was provided to the SubAdviser to review and
which SubAdviser approved as to the accuracy of such information or if the SubAdviser does not promptly respond
will be deemed to have approved the accuracy of such information as described below. The SubAdviser hereby
agrees to provide to the Adviser in a timely manner such information relating to the SubAdviser and its
relationship to, and actions for, the Fund as may be required to be contained in the Prospectus or in the Fund's
registration statement on Form N-1A. The SubAdviser shall have seven (7) business days to review all disclosure
about the Fund and the SubAdviser contained in the Fund's Prospectus and Statement of Additional Information and
certain advertisements for accuracy and shall approve or disapprove of such disclosure within seven (7) business
days of receiving such disclosure. After the expiration of seven (7) business days, the Adviser shall provide
the SubAdviser an additional five (5) business days to respond, such additional five (5) business days to
commence upon written notice from the Adviser. The SubAdviser's failure to respond within such time shall be
deemed to constitute SubAdviser's approval of such disclosure.
The SubAdviser agrees to notify the Adviser and the Fund immediately of any material fact known to the
SubAdviser respecting or relating to the SubAdviser and its relationship to, and actions for, the Fund that is
not contained in the Registration Statement or Prospectus for the Fund and is required to be contained therein,
or any amendment or supplement thereto, or of any statement respective or relating to the SubAdviser and its
relationship to, and actions for, the Fund contained therein that becomes untrue in any material respect.
(c) Voting of Proxies. Absent specific written instructions to the contrary provided to the
SubAdviser by the Adviser, the Adviser shall vote, either in person or by proxy, all securities in which the Fund
may be invested from time to time in accordance with the Fund's proxy voting procedures.
(d) Brokerage. The SubAdviser is authorized, subject to the supervision of the Adviser and the
Fund's Board, to establish and maintain accounts on behalf of the Fund with, and place orders for the purchase
and sale of the Fund's portfolio securities with or through, such persons, brokers (including, to the extent
permitted by applicable law and by the Fund, the Fund or the Adviser, any broker affiliated with the SubAdviser)
or dealers ("brokers") as SubAdviser may elect and negotiate commissions to be paid on such transactions.
Upon obtaining consent of the Adviser or the Fund's Board, the SubAdviser may effect the purchase and
sale of securities in private transactions on such terms and conditions as shall be approved by the Adviser.
The SubAdviser shall place orders for the purchase and sale of portfolio investments for the Fund's
account with brokers or dealers selected by the SubAdviser. In the selection of such brokers or dealers and the
placing of such orders, the SubAdviser shall seek to obtain for the Fund at reasonable expense, the "best
execution" (prompt and reliable execution at the most favorable security price obtainable) of the Fund's
portfolio transactions, except to the extent it may be permitted to pay higher brokerage commissions for
brokerage and research services, as provided below. In using its best efforts to obtain for the Fund best
execution of Fund portfolio transactions, the SubAdviser, bearing in mind the best interests of the Fund at all
times, shall consider all factors it deems relevant, including price, the size of the transaction, the breadth
and nature of the market for the security, the difficulty of the execution, the amount of the commission, if any,
the timing of the transaction, market prices and trends, the reputation, experience and financial stability of
the broker or dealer involved, and the quality of service rendered by the broker or dealer in other
transactions. Subject to such policies as the Fund's Board may determine, or as may be mutually agreed to by the
Adviser and the SubAdviser, the SubAdviser shall not be deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by reason of its having caused the Fund to pay a broker that
provides brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934) to the SubAdviser an amount of commission for effecting the Fund's investment transaction that is in excess
of the amount of commission that another broker would have charged for effecting that transaction if, but only
if, the SubAdviser determines in good faith that such commission was reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer viewed in terms of either that particular
transaction or the overall responsibility of the SubAdviser with respect to the accounts as to which it exercises
investment discretion. The SubAdviser shall not direct brokerage to any broker or dealer in recognition of, or
otherwise take into account in making brokerage allocation decisions, sales of shares of the Fund or of any other
investment vehicle by that broker or dealer.
The SubAdviser approaches the use of dealing commissions or soft dollar arrangements on a group-wide
basis with its other Baring affiliates, and therefore research obtained through the payment of dealing
commissions or soft dollars generated from an individual client's portfolio may not necessarily be utilized in
the provision of services directly related to its portfolio. Conversely, a client may benefit through the
utilization of research paid for by dealing commissions which have been generated from other client portfolios.
On occasions when the SubAdviser deems the purchase or sale of a security to be in the best interests of
the Fund as well as other clients of the SubAdviser, the SubAdviser, to the extent permitted by applicable laws
and regulations and subject to the allocation procedures approved by the Fund's Board or Adviser, may, but shall
be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the transaction, will be made by the SubAdviser in accordance with
the procedures approved by the Trustees or the Adviser.
(e) Securities Transactions. The SubAdviser and any affiliated person of the SubAdviser will not
purchase securities or other instruments from or sell securities or other instruments to the Fund; provided,
however, the SubAdviser or any affiliated person of the SubAdviser may purchase securities or other instruments
from or sell securities or other instruments to the Fund if such transaction is permissible under applicable laws
and regulations, including, without limitation, the 1940 Act and the Advisers Act and the rules and regulations
promulgated thereunder and is permitted by the procedures adopted by the Fund.
The SubAdviser, including its Access Persons (as defined in subsection (e) of Rule 17j-1 under the 1940
Act), agrees to observe and comply with Rule 17j-1 and the SubAdviser's Code of Ethics (which shall comply in all
material respects with Rule 17j-1), as the same may be amended from time to time. On at least a quarterly basis,
the SubAdviser will comply with the reporting requirements of Rule 17j-1, which may include either (i) certifying
to the Adviser that the SubAdviser and its Access Persons have complied with the SubAdviser's Code of Ethics or
(ii) identifying any violations which have occurred with respect to the Fund. Upon written request of the
Adviser or the Fund, the SubAdviser shall permit representatives of the Adviser and the Fund to examine the
reports (or summaries of the reports) required to be made under the Code of Ethics and other records evidencing
enforcement of the Code of Ethics.
(f) Valuation Assistance. The SubAdviser will provide reasonable assistance to the Adviser,
custodian or recordkeeping agent for the Fund in determining the value of any portfolio securities that are not
registered for public sale, not traded on any securities markets, or otherwise may be deemed illiquid for
purposes of the 1940 Act and/or for which market or broker quotations are not readily available or may be deemed
unreliable or stale, or which do not appear to reflect corporate actions, new or significant events, or which the
Adviser, custodian or recordkeeping agent seeks assistance from the SubAdviser or identifies for review by the
SubAdviser. Notwithstanding the foregoing, the SubAdviser will provide the Adviser with notice and analysis of
events that may affect or relate to the valuation of the Fund's portfolio securities.
(g) Books and Records. The SubAdviser shall maintain and preserve for the periods prescribed by
applicable laws, rules and regulations all records required to be maintained by the SubAdviser, pursuant to the
Investment Adviser's Act of 1940, on behalf of the Adviser. The SubAdviser agrees that such records are the
property of the Fund and further agrees to surrender promptly to the Fund or to the Adviser any of such records
upon request.
(h) Information Concerning the Fund and SubAdviser. From time to time as the Adviser or the Fund
may request, the SubAdviser will furnish the requesting party information and reports on portfolio transactions
and reports on Fund assets held in the portfolio, all in such detail, form and frequency as the Adviser or the
Fund may reasonably request.
The SubAdviser will (i) make appropriate persons, including the Fund's portfolio manager(s), reasonably
available for the purpose of reviewing with representatives of the Adviser and/or the Fund's Board, on a regular
basis the management of the Fund, including, without limitation, review of the general investment strategy of the
Fund, economic considerations and general conditions affecting the marketplace; (ii) as mutually agreed upon, (A)
provide the distributor of the Fund (the "Distributor") with assistance in the distribution and marketing of the
Fund in such amount and form as the Fund's distributor may reasonably request from time to time, and (B) upon
reasonable notice from the Fund's distributor, use reasonable efforts to cause the portfolio manager or other
person who manages or is responsible for overseeing the management of the Fund's portfolio (the "Portfolio
Manager") to provide marketing and distribution assistance to the Distributor, including, without limitation,
conference calls, meetings and road trips (in this regard, the Adviser undertakes to reimburse the SubAdviser for
its reasonable out-of-pocket expenses, provided that, such expenses are related to a request for marketing or
distribution assistance by a duly authorized employee of the Adviser); (iii) use reasonable efforts (A) to retain
the services of the Portfolio Manager who manages the portfolio of the Fund, from time to time or (B) to promptly
notify the Adviser of the replacement Portfolio Manager if the services of the Portfolio Manager are no longer
available to the SubAdviser; (iv) promptly notify the Adviser of any changes in the ownership or management of
the SubAdviser, or of material changes in the control of the SubAdviser, or any other material matter that may
require disclosure to the Fund's Board, shareholders of the Fund or dealers.
The SubAdviser agrees that it shall immediately notify the Adviser and the Fund (i) in the event that
the SEC, or any regulatory body has censured the SubAdviser; placed limitations upon its activities, functions or
operations; suspended or revoked its registration, if any, or ability to serve as an investment adviser; or has
commenced proceedings or any investigation that can reasonably be expected to result in any of these actions; and
(ii) despite the fact that SubAdviser is not the fund accounting agent for the Fund, upon having a reasonable
basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company
under Subchapter M of the Code.
(i) Transaction and Portfolio Holdings Information. The SubAdviser shall on each business day
provide the Adviser, the Fund and the Fund's custodian such information as the Adviser, the Fund and the Fund's
custodian may reasonably request relating to all transactions and portfolio holdings of the Fund. Without
limiting the foregoing, the SubAdviser shall on each business day prior to 7:00 a.m. Mountain Time provide to the
Fund's accounting agent a list of all transactions and current portfolio holdings for such business day.
(j) Compliance Program. The SubAdviser will assist the Fund and the Fund's Chief Compliance
Officer ("CCO") in complying with Rule 38a-1 under the 1940 Act. Specifically, the SubAdviser represents and
warrants that it shall maintain a compliance program in accordance with the requirements of Rule 206(4)-7 under
the Advisers Act, and shall provide the CCO with reasonable access to information regarding the SubAdviser's
compliance program, which access shall include on-site visits with the SubAdviser as may be reasonably requested
from time to time. In connection with the periodic review and annual report required to be prepared by the CCO
pursuant to Rule 38a-1, the SubAdviser agrees to provide certifications as may be reasonably requested by the CCO
related to the design and implementation of the SubAdviser's compliance program.
(k) ▇▇▇▇▇▇▇▇-▇▇▇▇▇. The SubAdviser will assist the Adviser, the Fund and any of its or their
trustees, directors, officers, and/or employees in complying with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of
2002 to the extent such provisions relate to the services to be provided by, and the obligations of, the
SubAdviser hereunder. Specifically, and without limitation to the foregoing, the SubAdviser agrees to provide
certifications to the principal executive and financial officers of the Fund (the "certifying officers") that
correspond to and/or support the certifications required to be made by the certifying officers in connections
with the preparation and/or filing of the Fund's Form N-CSRs, N-Qs, N-SARs, shareholder reports, financial
statements, and other disclosure documents or regulatory filings, in such form and content as agreed to by the
Fund, Adviser, and SubAdviser.
(l) Transaction Activity. The SubAdviser will notify the Adviser promptly in the event that, in
the judgment of the SubAdviser, Fund share transaction activity becomes disruptive to the ability of the
SubAdviser to effectively manage the assets of the Fund consistent with the Fund's investment objectives and
policies.
(m) Assistance. The SubAdviser will provide assistance as may be reasonably requested by the
Adviser in connection with compliance by the Fund with any current or future legal and regulatory requirements
related to the services provided by the SubAdviser hereunder.
(n) Trading and Trade Settlement. The SubAdviser will, in connection with the purchase and sale of
securities for the Fund, provide such assistance to the Fund's custodian, as may be reasonably necessary to
enable the custodian to perform its responsibilities with respect to the Fund, including, but not limited to,
assistance related to the settlement of all portfolio transactions.
3. Independent Contractor. In the performance of its duties hereunder, the SubAdviser is and
shall be an independent contractor and unless otherwise expressly provided herein or otherwise authorized in
writing, shall have no authority to act for or represent the Fund or the Adviser in any way or otherwise be
deemed an agent of the Fund or the Adviser.
4. Expenses. During the term of this Agreement, SubAdviser will pay all expenses incurred by it
in connection with its activities under this Agreement other than the cost of securities, commodities and other
investments (including brokerage commissions and other transaction charges, if any) purchased or sold for the
Fund. The SubAdviser shall, at its sole expense, employ or associate itself with such persons or firms as it
believes to be particularly fitted to assist it in the execution of its duties under this Agreement. Except as
otherwise provided in this Agreement or by law, the SubAdviser shall not be responsible for the Fund's or
Adviser's expenses, which shall include, but not be limited to, organizational and offering expenses (which
include out-of-pocket expenses, but not overhead or employee costs of the SubAdviser); expenses for legal,
accounting and auditing services; taxes and governmental fees; dues and expenses incurred in connection with
membership in investment company organizations; costs of printing and distributing shareholder reports, proxy
materials, prospectuses, stock certificates and distribution of dividends; charges of the Fund's custodians and
sub-custodians, administrators and sub-administrators, registrars, transfer agents, dividend disbursing agents
and dividend reinvestment plan agents; payment for portfolio pricing services to a pricing agent, if any;
registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in
the various states; freight and other charges in connection with the shipment of the Fund's portfolio securities;
fees and expenses of non-interested Trustees; salaries of shareholder relations personnel; costs of shareholders
meetings; insurance; interest; brokerage costs; and litigation and other extraordinary or non-recurring
expenses. The Fund or the Adviser, as the case may be, shall reimburse the SubAdviser for any expenses of the
Fund or the Adviser as may be reasonably incurred as specifically provided for in this Agreement or as
specifically agreed to beforehand by Adviser. The SubAdviser shall keep and supply to the Fund and the Adviser
reasonable records of all such expenses.
5. Compensation. For the services provided hereunder, the SubAdviser will be entitled to the fee
listed on Exhibit A.
6. Representations and Warranties of SubAdviser. The SubAdviser represents and warrants to the
Adviser and the Fund as follows:
(a) The SubAdviser is registered as an investment adviser under the Advisers Act;
(b) The SubAdviser is registered as a Commodity Trading Adviser under the Commodity Exchange Act
(the "CEA") with the Commodity Futures Trading Commission (the "CFTC"), or is not required to register pursuant
to an applicable exemption;
(c) The SubAdviser is a limited liability corporation duly organized and properly registered and
operating under the laws of the United Kingdom with the power to own and possess its assets, perform its
obligations under this Agreement, and to carry on its business as it is now being, and to be, conducted;
(d) The execution, delivery and performance by the SubAdviser of this Agreement are within the
SubAdviser's powers and have been duly authorized by all necessary action and no action by or in respect of, or
filing with, any governmental body, agency or official is required on the part of the SubAdviser for the
execution, delivery and performance by the SubAdviser of this Agreement, and the execution, delivery and
performance by the SubAdviser of this Agreement do not contravene or constitute a default under (i) any provision
of applicable law, rule or regulation, (ii) the SubAdviser's governing instruments, or (iii) any agreement,
judgment, injunction, order, decree or other instrument binding upon the SubAdviser;
(e) The Form ADV of the SubAdviser previously provided to the Adviser and all amendments to the
SubAdviser's Form ADV, which will be provided by the SubAdviser to the Adviser upon request, is or will be a true
and complete copy of the form as currently filed or as then filed with the SEC and the information contained
therein is accurate and complete in all material respects and does not omit to state any material fact necessary
in order to make the statements made, in light of the circumstances under which they were made, not misleading.
(f) The Prospectus, with respect to information relating to and provided by the SubAdviser and its
relationship to, and actions for, the Fund, contains as of the date hereof or will contain as of the date of
effectiveness of any future Registration Statement filed by the Fund or any supplement thereto, no untrue
statement of any material fact and does not omit any statement of a material fact which was required to be stated
therein or necessary to make the statements contained therein not misleading.
7. Representations and Warranties of Adviser. The Adviser represents and warrants to the
SubAdviser as follows:
(a) The Adviser is registered as an investment adviser under the Advisers Act;
(b) The Adviser has filed a notice of exemption pursuant to Rule 4.14 under the CEA with the CFTC
and the National Futures Association or is not required to file such exemption;
(c) The Adviser is a corporation duly organized and validly existing under the laws of the State of
Colorado with the power to own and possess its assets, perform its obligations under this Agreement, and to carry
on its business as it is now being, and to be, conducted;
(d) The execution, delivery and performance by the Adviser of this Agreement are within the
Adviser's powers and have been duly authorized by all necessary action, and no action by or in respect of, or
filing with, any governmental body, agency or official is required on the part of the Adviser for the execution,
delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the
Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law,
rule or regulation, (ii) the Adviser's governing instruments, or (iii) any agreement, judgment, injunction,
order, decree or other instrument binding upon the Adviser;
(e) The Adviser acknowledges that it received a copy of the SubAdviser's Form ADV prior to the
execution of this Agreement;
(f) The Adviser and the Fund have duly entered into the Advisory Agreement pursuant to which the
Fund authorized the Adviser to enter into this Agreement; and
(g) The Adviser will take such steps as are necessary to ensure that the Fund's shares are duly
authorized and registered for sale to the extent that such shares are offered for sale.
(h) The Adviser has been granted with full power and authority to enter into spot and forward
foreign exchange contracts, to perform its obligations under such foreign exchange contracts and to appoint the
SubAdviser to enter into such foreign exchange contracts on the Fund's or the Adviser's behalf. The SubAdviser
has been granted full power and authority to enter into foreign exchange contracts as agent on the behalf of the
Fund or the Adviser and to give instructions for settlement of the same and has full authority to instruct the
Fund's custodian in conformity with the Fund's mandate. In the event of the termination of this Agreement, the
SubAdviser may offer counterparties the ability to leave open any existing foreign exchange contracts or to close
them out at prevailing market rates.
8. Delivery of Documents to the Adviser and SubAdviser. The SubAdviser has furnished the Adviser
with true, accurate and complete copies of the following:
(a) The SubAdviser's Form ADV as filed with the SEC, as of the date hereof;
(b) Separate lists of persons who the SubAdviser wishes to have authorized to give written and oral
instructions to custodian(s) of the Fund; and
(c) The Code of Ethics of the SubAdviser, as in effect on the date hereof.
(d) The SubAdviser will furnish the Adviser from time to time with copies, properly certified or
otherwise authenticated, of all material amendments of or supplements to the foregoing.
(e) The Adviser has furnished the SubAdviser with a true, accurate and complete copy of a list of
persons (and specimen signatures), who the Adviser wishes to have authorized to give written and oral
instructions to the SubAdviser on behalf of the Fund.
9. Survival of Representations and Warranties; Duty to Update Information. All representations
and warranties made by the SubAdviser and the Adviser pursuant to Sections 6 and 7, respectively, shall survive
the termination of this Agreement. The parties hereto shall promptly notify each other in writing upon becoming
aware that any of the foregoing representations and warranties are no longer true.
10. Liability and Indemnification.
(a) Liability. The SubAdviser shall exercise its best judgment in rendering the services in
accordance with the terms of this Agreement. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, each of
its affiliates and all respective partners, officers, Trustees and employees ("Affiliates") and each person, if
any, who within the meaning of the Securities Act controls the SubAdviser ("Controlling Persons") shall not be
liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the
Adviser, the Fund or any of the Fund's shareholders, in connection with the matters to which this Agreement
relates.
(b) The SubAdviser agrees to indemnify and hold harmless the Adviser, its Affiliates and Controlling
Persons and their respective officers, Trustees and employees, against any and all losses, claims, damages,
liabilities or litigation (including reasonable attorneys' fees), to which the Adviser or such Affiliates or
Controlling Persons of the Adviser or their respective officers, Trustees and employees may become subject under
the 1940 Act, the 1933 Act, the Advisers Act, or any other statute, law, rule or regulation, arising directly out
of the SubAdviser's responsibilities hereunder (1) to the extent of and as result of the willful misfeasance, bad
faith, negligence, or reckless disregard of, the SubAdviser's obligations and/or duties under this Agreement by
the SubAdviser, any of the SubAdviser's employees or representatives or any other affiliate of or any person
acting on behalf of the SubAdviser, or (2) as a result of any untrue statement of a material fact contained in
the Fund's registration statement, including any amendment thereof or any supplement thereto, or the omission of
a material fact required to be stated in such registration statement necessary to make the statements therein not
misleading, if such a statement or omission was made in reliance upon and in conformity with written information
furnished by the SubAdviser to the Fund or written information furnished by the Adviser to the SubAdviser for
review and such information is approved or deemed approved by the SubAdviser; provided, however, that in no case
is the SubAdviser's indemnity hereunder deemed to protect a person against any liability to which any such person
would otherwise be subject by reason of willful misfeasance, bad faith or negligence in performance of its duties
or by reason of its reckless disregard of its obligations and duties under this Agreement.
(c) The Adviser agrees to indemnify and hold harmless the SubAdviser, its Affiliates and each
Controlling Person of the SubAdviser, if any, and their respective officers, Trustees and employees against any
and all losses, claims, damages, liabilities or litigation (including reasonable attorneys' fees), to which the
SubAdviser or such Affiliates or Controlling Person of the SubAdviser or their respective officers, Trustees and
employees may become subject under the 1940 Act, the 1933 Act, the Advisers Act, or any other statute, law, rule
or regulation, arising out of the Adviser's responsibilities as investment manager of the Fund or the Adviser's
responsibilities hereunder (1) to the extent of and as a result of the willful misfeasance, bad faith,
negligence, or reckless disregard of the Adviser's obligations and/or duties under this Agreement by the Adviser,
any of the Adviser's employees or representatives or any affiliate of or any person acting on behalf of the
Adviser; provided, however, that in no case shall the Adviser's indemnity hereunder be deemed to protect a person
against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad
faith or negligence in the performance of its duties or by reason of its reckless disregard of its obligations
and duties under this Agreement.
11. Duration and Termination.
(a) Duration. Unless sooner terminated, this Agreement shall remain in effect until two years from
the date of execution hereof, and thereafter shall continue automatically for successive annual periods, provided
such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote by the holders
of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the outstanding voting securities of the Fund; provided that in
either event its continuance also is approved by a majority of the Fund's Trustees who are not "interested
persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval.
(b) Termination. Notwithstanding whatever may be provided herein to the contrary, this Agreement
may be terminated at any time, without payment of any penalty:
(i) By vote of a majority of the Fund's Board, or by vote of a majority of the outstanding
voting securities of the Fund, or by the Adviser, in each case, on not less than 60 days' written notice
to the SubAdviser;
(ii) By the non-defaulting party immediately upon transmittal of written notice from the
non-defaulting party to the defaulting party of the existence or occurrence of a material breach of any
provision of this Agreement by the defaulting party that is not cured within a reasonable period of time
after notice thereof; or
(iii) By the SubAdviser on not less than 60 days' written notice to the Adviser and the
Fund.
The notice provided for in (i), (ii) and (iii) above may be waived by the party required to be
notified.
This Agreement shall not be assigned (as such term is defined in the ▇▇▇▇ ▇▇▇) and shall terminate
automatically in the event of its assignment or upon the termination of the Advisory Agreement. In the event of
an assignment that occurs solely due to the change of control of the SubAdviser, any necessary approvals will be
obtained at the sole expense of the SubAdviser.
(c) Transactions in Progress Upon Termination. The Adviser and SubAdviser will cooperate with each
other to ensure that portfolio or other transactions in progress at the date of termination of this Agreement
shall be completed by the SubAdviser in accordance with the terms of such transactions, and to this end the
SubAdviser shall provide the Adviser with all necessary information and documentation to secure the
implementation thereof.
12. Duties of the Adviser. The Adviser shall continue to have responsibility for all services to
be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review the SubAdviser's
performance of its duties under this Agreement. Nothing contained in this Agreement shall obligate the Adviser
to provide any funding or other support for the purpose of directly or indirectly promoting investments in the
Fund.
13. Reference to Adviser and SubAdviser.
(a) Neither the Adviser nor any Affiliate or agent of it shall make reference to or use the name of
SubAdviser or any of its Affiliates, or any of their clients, except as provided herein and except for references
concerning the identity of and services provided by the SubAdviser to the Fund, which references shall not differ
in substance from those included in the Prospectus and this Agreement, in any advertising or promotional
materials without the prior approval of SubAdviser, which approval shall not be unreasonably withheld or
delayed. The Adviser hereby agrees to make all reasonable efforts to cause the Fund and any Affiliate thereof to
satisfy the foregoing obligation.
(b) Neither the SubAdviser nor any Affiliate or agent of it shall make reference to or use the name
of the Fund, the Adviser or any of their respective Affiliates, or any of their clients, except references
concerning the identity of the Fund or the Adviser, which references shall not differ in substance from those
included in the Prospectus and this Agreement, in any advertising or promotional materials without the prior
approval of Adviser, which approval shall not be unreasonably withheld or delayed.
14. Amendment. This Agreement may be amended only by mutual consent of the parties, provided that
the terms of any material amendment shall be approved by: a) the Fund's Board or by a vote of a majority of the
outstanding voting securities of the Fund (as required by the ▇▇▇▇ ▇▇▇) and b) the vote of a majority of those
Trustees of the Fund who are not "interested persons" of any party to this Agreement cast in person at a meeting
called for the purpose of voting on such approval, if such approval is required by applicable law.
15. Confidentiality. Subject to the duties of the SubAdviser to comply with applicable law,
including any demand of any regulatory or taxing authority having jurisdiction, the SubAdviser shall treat as
confidential all information pertaining to the Fund and the actions of the SubAdviser, the Adviser and the Fund
in respect thereof.
16. Notice. Any notice that is required to be given by the parties to each other under the terms
of this Agreement shall be in writing, delivered, or mailed postage prepaid to the other parties, or transmitted
by facsimile with acknowledgment of receipt, to the parties at the following addresses or facsimile numbers,
which may from time to time be changed by the parties by notice to the other party:
(a) If to the SubAdviser:
Baring International Investment Limited
c/o Baring Asset Management, Inc.
Independence Wharf
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Client Service Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
Baring Asset Management, Inc.
Independence Wharf
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal and Compliance Department
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(b) If to the Adviser:
OppenheimerFunds, Inc.
Two World Financial Center
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Such notice shall be deemed effective when provided in accordance with this section 16.
17. Jurisdiction. This Agreement shall be governed by and construed consistent with the Advisory
Agreement and in accordance with substantive laws of the State of New York without reference to choice of law
principles thereof and in accordance with the 1940 Act. In the case of any conflict, the 1940 Act shall control.
18. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, all of which shall together constitute one and the same instrument.
19. Certain Definitions. For the purposes of this Agreement and except as otherwise provided
herein, "interested person," "affiliated person," and "assignment" shall have their respective meanings as set
forth in the 1940 Act, subject, however, to such exemptions as may be granted by the SEC.
20. Captions. The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.
21. Severability. If any provision of this Agreement shall be held or made invalid by a court
decision or applicable law, the remainder of the Agreement shall not be affected adversely and shall remain in
full force and effect.
22. Survival. The provisions of Sections 2(f), 9, 10, 11(c), 13, 15 and 16 will survive
termination of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written
above.
ADVISER
OppenheimerFunds, Inc.
By:_________________________________
Name:
Title:
SUBADVISER
Baring International Investment Limited
By:_________________________________
Name:
Title:
EXHIBIT A TO
SUBADVISORY AGREEMENT
SubAdvisory Fee
The Adviser will pay the SubAdviser for managing assets according to the OFIPI Baring International SMA
Portfolio strategy. The fee will be equal to 50% of the investment management fee collected by OFI PI pursuant to
investment management agreements with clients or managed account program sponsors who have retained OFI PI as
part of a "wrap-fee" program.
Fees are calculated based upon the market value of the assets invested in the OFIPI Baring International SMA
Portfolio strategy on the last day of the quarter and are payable to Sub-Adviser on a quarterly basis in arrears,
no later than the 10th business day following Adviser's receipt of payment from clients or managed account
program sponsors. If this Agreement shall be effective for only a portion of a quarter, the aforesaid fee shall
be prorated for the portion of such quarter during which this Agreement is in effect. Adviser agrees to furnish
Sub-Adviser with mutually agreed upon reports and/or other satisfactory documentation evidencing the value of the
assets used in calculating the Sub-Adviser's fees under this Agreement.