FORM OF
FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
This FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT (the "Fee Waiver
and Expense Reimbursement Agreement") is dated as of __________________
between OPPENHEIMERFUNDS, INC. (the "Manager") and ▇▇▇▇▇▇▇▇▇▇▇ 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 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 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: _________________________
Name:
Title:
▇▇▇▇▇▇▇▇▇▇▇ SMA CORE BOND FUND
By: __________________________
Name:
Title:
SCHEDULE A
FUND AGREEMENTS SUBJECT TO FEE WAIVER
AND EXPENSE REIMBURSEMENT AGREEMENT
Investment Advisory Agreement dated ____________, 2007 between ▇▇▇▇▇▇▇▇▇▇▇
SMA Core Bond Fund and OppenheimerFunds, Inc.
General Distributor's Agreement dated June 15, 2006, between ▇▇▇▇▇▇▇▇▇▇▇ SMA
Core Bond Fund and OppenheimerFunds Distributor, Inc.
Service Contract by and between each of the ▇▇▇▇▇▇▇▇▇▇▇ 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 ▇▇
▇▇▇▇▇▇ Chase.