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 OPPENHEIMER SMA  INTERNATIONAL  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:


                                       OPPENHEIMER SMA INTERNATIONAL BOND FUND


                                       By: __________________________
                                       Name:
                                       Title:



                                                    SCHEDULE A

                                       FUND AGREEMENTS SUBJECT TO FEE WAIVER
                                        AND EXPENSE REIMBURSEMENT AGREEMENT


     Investment  Advisory Agreement dated ___________,  2007 between Oppenheimer
SMA International Bond Fund and OppenheimerFunds, Inc.

     General  Distributor's  Agreement dated June 15, 2006, between  Oppenheimer
SMA International Bond Fund and OppenheimerFunds Distributor, Inc.

     Service  Contract by and between each of the Oppenheimer  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 JP
Morgan Chase.