INVESTMENT ADVISORY AGREEMENT
AGREEMENT made as of the 1st day of June, 2007, by and between XXXXXXXXXXX BARING SMA INTERNATIONAL FUND (the
"Fund"), and OPPENHEIMERFUNDS, INC. ("OFI").
WHEREAS, the Fund is an open-end, 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 a registered investment adviser;
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 Fund 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 Amended and Restated Declaration of Trust and the Amended and
Restated 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 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 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 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 "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.
(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 the
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 and shall not in any way limit or restrict OFI or any of its directors,
officers 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.
(e) OFI may, at its option and subject to approval by the Trustees of the Fund, and to the extent
necessary, the shareholders of the Fund, appoint a sub-adviser to assume certain or all of the responsibilities
and obligations of OFI under this Agreement.
(f) OFI shall have no investment discretion with respect to options or futures contracts, or other
instruments regulated by the Commodity Futures Trading Commission ("CFTC") except, to the extent permitted by or
consistent with Rule 4.5 and Rule 4.14 promulgated under the Commodity Exchange Act, or as otherwise permitted by
applicable law, regulation or regulatory relief.
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.
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) 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 obligation which 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 from the Fund for their services.
5. Compensation of OFI.
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 net assets of the Fund as of the close of each business day and payable monthly at the rate of 0.56% for the
Fund.
6. Use of Name "Xxxxxxxxxxx."
OFI hereby grants to the Fund a royalty-free, non-exclusive license to use the name "Xxxxxxxxxxx" 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 "Xxxxxxxxxxx" in the name
of the Fund or otherwise. The name "Xxxxxxxxxxx" 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 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 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.
(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
23(e)(3) of the Securities Exchange Act of 1934) for the Fund and/or other accounts for which OFI and its
affiliates 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 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 with respect to the accounts as to which they exercise 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 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 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 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 until two years from the date of execution hereof,
and thereafter will continue in effect from year to year, 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.
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 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.
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.
Xxxxxxxxxxx Baring SMA International Fund
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Secretary
OppenheimerFunds, Inc.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Chairman, President & Chief Executive Officer
