INVESTMENT ADVISORY AGREEMENT


AGREEMENT  made as of the 1st day of June,  2007, by and between  OPPENHEIMER  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 "Oppenheimer."

         OFI hereby grants to the Fund a royalty-free,  non-exclusive  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  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.


                                            Oppenheimer Baring SMA International 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