UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-21915
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Oppenheimer Baring SMA International Fund
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(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
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(Address of principal executive offices) (Zip code)
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
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(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 768-3200
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Date of fiscal year end: May 31
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Date of reporting period: 11/30/2007
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ITEM 1. REPORTS TO STOCKHOLDERS.
NOVEMBER 30, 2007
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Management
Oppenheimer Commentaries
Baring SMA and
International Fund Semiannual
Report
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MANAGEMENT COMMENTARIES
An Interview with Your Fund's Managers
Listing of Top Holdings
SEMIANNUAL REPORT [GRAPHIC]
Listing of Investments
Financial Statements
[LOGO] OPPENHEIMERFUNDS(R)
The Right Way to Invest
TOP HOLDINGS AND ALLOCATIONS
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TOP TEN GEOGRAPHICAL HOLDINGS
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United Kingdom 16.4%
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Australia 15.4
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Japan 11.5
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Switzerland 8.2
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Singapore 7.8
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Greece 7.3
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Cyprus 4.5
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Germany 4.1
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Korea, Republic of South 3.9
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Finland 3.8
Portfolio holdings and allocations are subject to change. Percentages are as of
November 30, 2007, and are based on the total market value of investments.
TOP TEN COMMON STOCK HOLDINGS
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Tokyu Corp. 4.6%
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Standard Chartered plc 4.4
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Bank of Cyprus Public Co. Ltd. 4.4
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Xstrata plc 4.3
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Julius Baer Holding AG 4.2
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Tullow Oil plc 4.1
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Software AG 4.0
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WorleyParsons Ltd. 4.0
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QBE Insurance Group Ltd. 4.0
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Piraeus Bank SA 3.9
Portfolio holdings and allocations are subject to change. Percentages are as of
November 30, 2007, and are based on net assets. For more current Fund holdings,
please visit www.oppenheimerfunds.com.
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9 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
TOP HOLDINGS AND ALLOCATIONS
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REGIONAL ALLOCATION
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
Europe 43.5%
Asia 42.0
Middle East/Africa 8.1
Latin America 6.4
Portfolio holdings and allocations are subject to change. Percentages are as of
November 30, 2007, and are based on the total market value of investments.
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10 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES
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The Fund's total returns shown do not reflect the deduction of income taxes on
an individual's investment. Taxes may reduce your actual investment returns on
income or gains paid by the Fund or any gains you may realize if you sell your
shares. INVESTORS SHOULD CONSIDER THE FUND'S INVESTMENT OBJECTIVES, RISKS, AND
OTHER CHARGES AND EXPENSES CAREFULLY BEFORE INVESTING. THE FUND'S PROSPECTUS
CONTAINS THIS AND OTHER INFORMATION ABOUT THE FUND, AND MAY BE OBTAINED BY
ASKING YOUR ADVISER OR THE "WRAP-FREE" PROGRAM SPONSOR. READ THE PROSPECTUS
CAREFULLY BEFORE INVESTING.
The Fund's investment strategy and focus can change over time. The mention of
specific fund holdings does not constitute a recommendation by OppenheimerFunds,
Inc.
Shares of the Fund incepted on 7/2/07.
An explanation of the calculation of performance is in the Fund's Statement of
Additional Information.
11 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
FUND EXPENSES
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FUND EXPENSES. As a shareholder of the Fund, you incur costs of distribution and
service fees; and other Fund expenses. These examples are intended to help you
understand your ongoing costs (in dollars) of investing in the Fund and to
compare these costs with the ongoing costs of investing in other mutual funds.
The examples for Actual Expenses are based on an investment of $1,000.00
invested at the beginning of the period, July 2, 2007 (commencement of
operations) and held for the period ended November 30, 2007.
The Hypothetical Examples for Comparison Purposes are based on an investment of
$1,000.00 invested on June 1, 2007 and held for the six months ended November
30, 2007.
ACTUAL EXPENSES. The "actual" lines of the table provide information about
actual account values and actual expenses. You may use the information on this
line, together with the amount you invested, to estimate the expense that you
paid over the period. Simply divide your account value by $1,000.00 (for
example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply
the result by the number in the "actual" line under the heading entitled
"Expenses Paid During Period" to estimate the expenses you paid on your account
during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the
table provide information about hypothetical account values and hypothetical
expenses based on the Fund's actual expense ratio, and an assumed rate of return
of 5% per year before expenses, which is not the Fund's actual return. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in the Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as front-end
or contingent deferred sales charges (loads), or a $12.00 fee imposed annually
on accounts valued at less than $500.00 (subject to exceptions described in the
Statement of Additional Information). Therefore, the "hypothetical" lines of the
table are useful in comparing ongoing costs only, and will not help you
determine the relative total costs of owning different funds. In addition, if
these transactional costs were included, your costs would have been higher.
12 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
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ENDING EXPENSES
BEGINNING ACCOUNT PAID DURING
ACCOUNT VALUE PERIOD ENDED
VALUE 11/30/07 NOVEMBER 30, 2007 1,2
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Actual $ 1,000.00 $ 1,123.00 $ 0.00
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Hypothetical 1,000.00 1,025.07 0.00
Hypothetical assumes 5% annual return before expenses.
1. Actual expenses paid are equal to the Fund's annualized expense ratio for
that class, multiplied by the average account value over the period, multiplied
by 152/365 [to reflect the period from July 2, 2007 (commencement of operations)
to November 30, 2007].
2. Hypothetical expenses paid are equal to the Fund's annualized expense ratio
for that class, multiplied by the average account value over the period,
multiplied by 183/365 (to reflect the one-half year period).
The expense ratio for the period from July 2, 2007 (commencement of operations)
to November 30, 2007 is as follows:
EXPENSE RATIO
- ------------------------
0.00%
The expense ratio reflects voluntary waivers or reimbursements by the Fund's
Manager that can be terminated at any time, without advance notice. The
"Financial Highlights" tables in the Fund's financial statements, included in
this report, also show the gross expense ratio, without such waivers or
reimbursements and reduction to custodian expenses, if applicable.
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13 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF INVESTMENTS November 30, 2007 / Unaudited
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SHARES VALUE
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COMMON STOCKS--98.3%
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CONSUMER DISCRETIONARY--6.2%
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TEXTILES, APPAREL & LUXURY GOODS--6.2%
China Hongxing
Sports Ltd. 102,000 $ 64,869
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Peace Mark (Holdings)
Ltd. 52,000 77,321
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142,190
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ENERGY--11.7%
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ENERGY EQUIPMENT & SERVICES--7.6%
Aker Kvaerner 2,900 82,734
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WorleyParsons Ltd. 2,059 91,066
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173,800
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OIL, GAS & CONSUMABLE FUELS--4.1%
Tullow Oil plc 6,802 93,835
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FINANCIALS--48.9%
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CAPITAL MARKETS--7.6%
Julius Baer Holding
AG 1,160 97,260
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Man Group plc 6,832 78,096
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175,356
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COMMERCIAL BANKS--12.6%
Bank of Cyprus Public
Co. Ltd. 5,133 100,072
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Piraeus Bank SA 2,295 88,637
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Standard Chartered
plc 2,558 100,658
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289,367
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DIVERSIFIED FINANCIAL SERVICES--10.6%
Bovespa Holding SA 1 4,200 79,422
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Hellenic Exchanges SA
Holding 2,537 74,863
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Singapore Exchange
Ltd. 9,000 88,298
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242,583
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INSURANCE--4.0%
QBE Insurance
Group Ltd. 3,141 90,875
SHARES VALUE
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REAL ESTATE MANAGEMENT & DEVELOPMENT--14.1%
Capitaland Ltd. 18,000 $ 87,406
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Emaar Properties 23,804 80,742
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Mitsui Fudosan
Co. Ltd. 3,000 77,304
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Sun Frontier Fudousan
Co. Ltd. 46 77,749
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323,201
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HEALTH CARE--3.8%
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LIFE SCIENCES TOOLS & SERVICES--3.8%
Lonza Group AG 755 88,129
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INDUSTRIALS--12.2%
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CONSTRUCTION & ENGINEERING--3.9%
Doosan Heavy Industries
& Construction
Co. Ltd. 577 88,407
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MACHINERY--3.7%
Cargotec Corp.,
B Shares 1,629 85,626
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ROAD & RAIL--4.6%
Tokyu Corp. 15,000 104,486
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INFORMATION TECHNOLOGY--4.0%
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SOFTWARE--4.0%
Software AG 1,118 91,265
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MATERIALS--11.5%
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METALS & MINING--11.5%
Oxiana Ltd. 24,369 86,356
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Xstrata plc 1,388 97,565
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Zinifex Ltd. 6,149 79,111
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263,032
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TOTAL INVESTMENTS,
AT VALUE
(COST $2,123,859) 98.3% 2,252,152
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OTHER ASSETS
NET OF LIABILITIES 1.7 38,829
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NET ASSETS 100.0% $ 2,290,981
=======================
14 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
FOOTNOTE TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:
GEOGRAPHIC HOLDINGS VALUE PERCENT
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United Kingdom $ 370,154 16.4%
Australia 347,408 15.4
Japan 259,539 11.5
Switzerland 185,389 8.2
Singapore 175,704 7.8
Greece 163,500 7.3
Cyprus 100,072 4.5
Germany 91,265 4.1
Korea, Republic of South 88,407 3.9
Finland 85,626 3.8
Norway 82,734 3.7
United Arab Emirates 80,742 3.6
Brazil 79,422 3.5
Hong Kong 77,321 3.4
Bermuda 64,869 2.9
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Total $ 2,252,152 100.0%
======================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
15 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES Unaudited
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November 30, 2007
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ASSETS
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Investments, at value (cost $2,123,859)--see accompanying statement of investments $ 2,252,152
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Cash 47,217
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Receivables and other assets:
Dividends 14,112
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Total assets 2,313,481
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LIABILITIES
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Payables and other liabilities:
Legal, auditing and other professional fees 22,500
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Total liabilities 22,500
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NET ASSETS $ 2,290,981
============
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COMPOSITION OF NET ASSETS
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Par value of shares of beneficial interest $ 204
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Additional paid-in capital 2,040,116
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Accumulated net investment income 29,739
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Accumulated net realized gain on investments and foreign currency transactions 92,721
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Net unrealized appreciation on investments and translation of assets and liabilities
denominated in foreign currencies 128,201
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NET ASSETS--applicable to 204,000 shares of beneficial interest outstanding $ 2,290,981
============
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NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 11.23
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
16 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF OPERATIONS Unaudited
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For the Period Ended November 30, 2007 1
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INVESTMENT INCOME
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Dividends (net of foreign withholding taxes of $117) $ 27,023
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Interest 2,716
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Total investment income 29,739
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EXPENSES
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Legal, auditing and other professional fees 24,420
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Management fees 4,963
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Registration and filing fees 1,384
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Shareholder communications 172
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Custodian fees and expenses 101
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Other 1,007
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Total expenses 32,047
Less waivers and reimbursements of expenses (32,047)
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Net expenses --
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NET INVESTMENT INCOME 29,739
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REALIZED AND UNREALIZED GAIN
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Net realized gain on:
Investments 75,991
Foreign currency transactions 16,730
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Net realized gain 92,721
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Net change in unrealized appreciation on:
Investments 44,056
Translation of assets and liabilities denominated in foreign currencies 84,145
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Net change in unrealized appreciation 128,201
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NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 250,661
============
1. For the period from July 2, 2007 (commencement of operations) to November 30,
2007.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
17 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF CHANGES IN NET ASSETS
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PERIOD
ENDED
NOVEMBER 30, 2007 1
(UNAUDITED)
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OPERATIONS
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Net investment income $ 29,739
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Net realized gain 92,721
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Net change in unrealized appreciation 128,201
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Net increase in net assets resulting from operations 250,661
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BENEFICIAL INTEREST TRANSACTIONS
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Net increase in net assets resulting from beneficial interest transactions 1,940,320
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NET ASSETS
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Total increase 2,190,981
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Beginning of period 100,000 2
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End of period (including accumulated net investment income
of $29,739 for the period ended November 30, 2007) $ 2,290,981
===============
1. For the period from July 2, 2007 (commencement of operations) to November 30,
2007.
2. Reflects the value of the Manager's initial seed money investment on June 15,
2007.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
18 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
FINANCIAL HIGHLIGHTS
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PERIOD ENDED
NOVEMBER 30, 2007 1
(UNAUDITED)
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PER SHARE OPERATING DATA
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Net asset value, beginning of period $ 10.00
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Income (loss) from investment operations:
Net investment income 2 .15 3
Net realized and unrealized gain 1.08
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Total from investment operations 1.23
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Net asset value, end of period $ 11.23
==========
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TOTAL RETURN, AT NET ASSET VALUE 4 12.30%
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RATIOS/SUPPLEMENTAL DATA
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Net assets, end of period (in thousands) $ 2,291
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Average net assets (in thousands) $ 2,104
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Ratios to average net assets: 5
Net investment income 3.39% 3
Total expenses 3.66% 6
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses 0.00%
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Portfolio turnover rate 40%
1. For the period from July 2, 2007 (commencement of operations) to November 30,
2007.
2. Per share amounts calculated based on the average shares outstanding during
the period.
3. Net investment income per share and the net investment income ratio include
$.05 and 1.25%, respectively, resulting from a dividend from Man Group plc.
4. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods less than one full
year. Returns do not reflect the deduction of taxes that a shareholder would pay
on fund distributions or the redemption of fund shares.
5. Annualized for periods less than one full year.
6. The period ended November 30, 2007 total expense ratio is higher than the
anticipated total expense ratio for future fiscal years due to the Fund's
limited operating history.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
19 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited
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1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer SMA International Fund (the Fund) is a registered investment company
organized as a Massachusetts Business Trust. The Fund is registered as a
non-diversified, open-end investment management company under the Investment
Company Act of 1940, as amended. The Fund's primary objective is to seek
long-term capital appreciation. The Fund's investment advisor is
OppenheimerFunds, Inc. (the "Manager"). The Manager has entered into a
sub-advisory agreement with Baring International Investment Ltd. (the
"Sub-Advisor"). The Fund was organized on June 15, 2007 and began operations on
July 2, 2007.
Shares of the Fund may be purchased only by or on behalf of separately
managed account clients ("wrap-fee" accounts) who have retained OFI Private
Investments Inc. or certain of its affiliates (individually or collectively
referred to as "OFI PI"), to manage their accounts pursuant to an investment
management agreement with OFI PI and/or a managed account program sponsor as
part of a "wrap-fee" program. As of November 30, 2007, 100% of the shares were
owned by the Manager and its affiliates.
The following is a summary of significant accounting policies consistently
followed by the Fund.
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SECURITIES VALUATION. The Fund calculates the net asset value of its shares as
of the close of the New York Stock Exchange (the "Exchange"), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Trustees. Securities listed or traded on National
Stock Exchanges or other domestic exchanges are valued based on the last sale
price of the security traded on that exchange prior to the time when the Fund's
assets are valued. Securities traded on NASDAQ(R) are valued based on the
closing price provided by NASDAQ prior to the time when the Fund's assets are
valued. In the absence of a sale, the security is valued at the last sale price
on the prior trading day, if it is within the spread of the closing "bid" and
"asked" prices, and if not, at the closing bid price. Securities traded on
foreign exchanges are valued based on the last sale price on the principal
exchange on which the security is traded, as identified by the portfolio pricing
service, prior to the time when the Fund's assets are valued. In the absence of
a sale, the security is valued at the official closing price on the principal
exchange. Corporate, government and municipal debt instruments having a
remaining maturity in excess of sixty days and all mortgage-backed securities
will be valued at the mean between the "bid" and "asked" prices. Futures
contracts traded on a commodities or futures exchange will be valued at the
final settlement price or official closing price on the principal exchange as
reported by such principal exchange at its trading session ending at, or most
recently prior to, the time when the Fund's assets are valued. Options are
valued daily based upon the last sale price on the principal exchange on which
the option is traded. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value.
Foreign and domestic securities whose values have been materially affected by
what the Manager identifies as a significant event occurring before the Fund's
assets are valued but after
20 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
the close of their respective exchanges will be fair valued. Fair value is
determined in good faith using consistently applied procedures under the
supervision of the Board of Trustees. Investments in registered investment
companies that are not traded on an exchange are valued at that fund's net asset
value. Short-term "money market type" debt securities with remaining maturities
of sixty days or less are valued at amortized cost (which approximates market
value).
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FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in
U.S. dollars. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of the New
York Stock Exchange (the "Exchange"), normally 4:00 P.M. Eastern time, on each
day the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.
Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.
The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.
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FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders, therefore, no federal income or excise tax provision is
required.
Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund.
- --------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Board of Trustees has adopted a compensation
deferral plan for independent trustees that enables trustees to elect to defer
receipt of all or a portion of the annual compensation they are entitled to
receive from the Fund. For purposes of determining the amount owed to the
Trustee under the plan, deferred amounts are treated as though equal dollar
amounts had been invested in shares of the Fund or in
21 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
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- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
other Oppenheimer funds selected by the Trustee. The Fund purchases shares of
the funds selected for deferral by the Trustee in amounts equal to his or her
deemed investment, resulting in a Fund asset equal to the deferred compensation
liability. Such assets are included as a component of "Other" within the asset
section of the Statement of Assets and Liabilities. Deferral of trustees' fees
under the plan will not affect the net assets of the Fund, and will not
materially affect the Fund's assets, liabilities or net investment income per
share. Amounts will be deferred until distributed in accordance to the
compensation deferral plan.
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.
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INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.
- --------------------------------------------------------------------------------
CUSTODIAN FEES. "Custodian fees and expenses" in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts, to the extent they are not
offset by positive cash balances maintained by the Fund, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Fund
during the period. Such interest expense and other custodian fees may be paid
with these earnings.
- --------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
- --------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
trustees and officers with a limited indemnification against liabilities arising
in connection with the performance of their duties to the Fund. In the normal
course of business, the Fund may also enter into contracts that provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown as this would be dependent on future claims that may be made against the
Fund. The risk of material loss from such claims is considered remote.
- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect
22 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results could
differ from those estimates.
- --------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
PERIOD ENDED NOVEMBER 30, 2007 1,2
SHARES AMOUNT
- --------------------------------------------------------------------------------
Sold 194,000 $ 1,940,320
Redeemed -- --
---------------------------
Net increase 194,000 $ 1,940,320
===========================
1. For the period from July 2, 2007 (commencement of operations) to November 30,
2007.
2. The Fund sold 10,000 shares at a value of $100,000 to the Manager upon
seeding of the Fund on June 15, 2007.
- --------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations and investments in Oppenheimer Institutional Money
Market Fund (IMMF), for the period ended November 30, 2007, were as follows:
PURCHASES SALES
----------------------------------------------------
Investment securities $ 2,896,304 $ 865,214
- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES. The Manager has contractually agreed to waive the entire amount
of its advisory fee, which is 0.56%, and the Fund does not pay any other fee for
the Manager's services. A portion of the "wrap-fee" that investors pay to the
"wrap-fee" program sponsor may be attributed to the management of the Fund.
- --------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee. For the period ended November 30, 2007, the Fund paid no
fees to OFS for services to the Fund.
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SUB-ADVISOR FEES. The Manager retains the Sub-Advisor to provide the day-to-day
portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager
pays the Sub-Advisor an annual fee. The fee paid to the Sub-Advisor under the
Sub-Advisory agreement is paid by the Manager, not by the Fund. The Manager will
pay the Sub-Advisor, in proportion to the Fund's assets comprising the
"wrap-fee" strategy, a fee based on 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.
23 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
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4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
OFFERING AND ORGANIZATIONAL COSTS. The Manager paid all offering and
organizational costs associated with the registration and seeding of the Fund.
- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's class of shares.
- --------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. The Manager has contractually agreed to
waive all Management Fees and pay or reimburse all expenses of the Fund, except
extraordinary expenses, transfer agent fees and fees paid to the independent
Trustees. This agreement has no fixed term. Investors should be aware that even
though the Fund does not pay any fees or expenses to the Manager, investors will
pay a "wrap fee" to their program sponsor. During the period ended November 30,
2007, the Manager waived management fees in the amount of $4,963. During the
period ended November 30, 2007, the Manager reimbursed expenses in the amount of
$27,084.
OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.35% of average annual net assets. This undertaking may be
amended or withdrawn at any time.
- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS
A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. Risks to the Fund include the potential inability of the
counterparty to meet the terms of the contract.
The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using prevailing foreign currency exchange rates.
Unrealized appreciation and depreciation on foreign currency contracts are
reported in the Statement of Assets and Liabilities as a receivable or payable
and in the Statement of Operations with the change in unrealized appreciation or
depreciation.
The Fund may realize a gain or loss upon the closing or settlement of the
foreign transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.
As of November 30, 2007, the Fund had no outstanding foreign currency
contracts.
24 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
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6. RECENT ACCOUNTING PRONOUNCEMENT
In September 2006, Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This
standard establishes a single authoritative definition of fair value, sets out a
framework for measuring fair value and expands disclosures about fair value
measurements. SFAS No. 157 applies to fair value measurements already required
or permitted by existing standards. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. As of November 30, 2007, the Manager
does not believe the adoption of SFAS No. 157 will materially impact the
financial statement amounts; however, additional disclosures may be required
about the inputs used to develop the measurements and the effect of certain of
the measurements on changes in net assets for the period.
25 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
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- --------------------------------------------------------------------------------
The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which
the Fund votes proxies relating to securities ("portfolio proxies") held by the
Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures
is available (i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048, (ii) on the Fund's website at www.oppenheimerfunds.com, and
(iii) on the U.S. Securities and Exchange Commission's ("SEC") website at
www.sec.gov. In addition, the Fund is required to file Form N-PX, with its
complete proxy voting record for the 12 months ended June 30th, no later than
August 31st of each year. The Fund's voting record is available (i) without
charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii)
in the Form N-PX filing on the SEC's website at www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC
for the first quarter and the third quarter of each fiscal year on Form N-Q. The
Fund's Form N-Q filings are available on the SEC's website at www.sec.gov. Those
forms may be reviewed and copied at the SEC's Public Reference Room in
Washington D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC toll-free at 1-800-SEC-0330.
26 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Investment Company Act of 1940, as amended, requires that a fund's Board of
Trustees, including a majority of the independent Trustees, request and
evaluate, and that its Manager and Sub-Adviser provide, such information as may
be reasonably necessary to evaluate the terms of the fund's investment advisory
agreement.
In approving the Fund's initial investment advisory and sub-advisory
agreements (the "Agreements"), the Board of Trustees (the "Board") considered
information provided by the Manager and Sub-Advisor on the following factors:
(i) the nature, quality and extent of the Manager's and Sub-Advisor's services
to be provided, (ii) the fees and expenses of the Fund, including estimated and
comparative expense information, (iii) the profitability of the Manager and its
affiliates, including an analysis of the anticipated cost of providing services
by the Manager and its affiliates, (iv) the extent to which economies of scale
may be realized as the Fund grows and whether fee levels reflect these economies
of scale for Fund investors and (v) other benefits that the Manager may receive
from its relationship with the Fund.
NATURE AND EXTENT OF SERVICES. The Board considered information about the
nature and extent of the services to be provided to the Fund and information
regarding the Manager's and Sub-Advisor's key personnel who will provide such
services. The Manager's and Sub-Advisor's duties include providing the Fund with
the services of the portfolio manager and the investment team, who provide
research, analysis and other advisory services in regard to the Fund's
investments; securities trading services; oversight of third party service
providers; monitoring compliance with applicable Fund policies and procedures
and adherence to the Fund's investment restrictions. The Manager and Sub-Advisor
are responsible for providing certain administrative services to the Fund as
well. Those services include providing and supervising all administrative and
clerical personnel who are necessary in order to provide effective corporate
administration for the Fund; compiling and maintaining records with respect to
the Fund's operations; preparing and filing reports required by the Securities
and Exchange Commission; preparing periodic reports regarding the operations of
the Fund for its shareholders; preparing proxy materials for shareholder
meetings; and preparing the registration statements required by Federal and
state securities laws for the sale of the Fund's shares. The Manager and
Sub-Advisor also provide the Fund with office space, facilities and equipment.
QUALITY OF SERVICES. The Board also considered the quality of the services
expected to be provided by the Manager and Sub-Advisory and the quality of the
Manager's and Sub-Advisor's resources that will be available to the Fund. The
Board took account of the fact that the Manager has had over forty years of
experience as an investment adviser and that its assets under management rank it
among the top mutual fund managers in
27 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited / Continued
- --------------------------------------------------------------------------------
the United States. The Board evaluated the Manager's and Sub-Advisor's
administrative, accounting, legal and compliance services, and information the
Board has received regarding the experience and professional qualifications of
the Manager's and Sub-Advisor's personnel and the size and functions of its
staff. In its evaluation of the quality of the portfolio management services to
be provided, the Board considered the experience of Christopher J. D. Lees and
Nudgem Richyal, the portfolio managers for the Fund, and the investment team and
analysts. The Board members also considered their experiences with the Manager
and its officers and other personnel through their service on the boards of
other funds advised by the Manager. The Board considered information regarding
the quality of services provided by affiliates of the Manager, which its members
have become knowledgeable about in connection with other funds managed by the
Manager. In light of the foregoing, the Board concluded that the Fund will
benefit from the services to be provided under the Agreements and from the
Manager's experience, reputation, personnel, operations, and resources.
MANAGEMENT FEES AND EXPENSES. The Board reviewed the fees to be paid to
the Manager and its affiliates and to the Sub-Advisor, and the other expenses
that will be borne by the Fund. The Board also evaluated the services to be
provided, and the comparability of the fees that, absent the waiver described
below, would be charged, to the Fund to the services and fees for other clients
or accounts advised by the Manager. The Manager has contractually agreed to
waive all Management Fees and pay or reimburse all expenses of the Fund, except
extraordinary expenses, transfer agent fees and fees paid to the Independent
Trustees. This agreement has no fixed term. Investors should be aware that even
though the Fund does not pay any fees or expenses to the Manager, investors will
pay a "wrap fee" to their program's sponsor and their program's sponsor has
retained OFI Private Investments Inc. or certain of its affiliates (individually
or collectively referred to as "OFI PI"), to manage their accounts for a
negotiated fee pursuant to an investment management agreement with OFI PI and/or
a managed account program sponsor. The Board also noted that the Manager, not
the Fund, pays the Sub-Advisor's fee under the sub-advisory agreement.
ECONOMIES OF SCALE. The Board considered the extent to which the Manager
may realize economies of scale in managing and supporting the Fund and the
extent to which those economies of scale would benefit the Fund's shareholders.
BENEFITS TO THE MANAGER. The Board considered information regarding the
Manager's estimated costs in serving as the Fund's investment adviser, including
the fee paid to the Sub-Advisor, the costs associated with the personnel and
systems necessary to manage
28 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
the Fund, and information regarding the Manager's potential profitability from
its relationship with the Fund. The Board considered that the Manager must be
able to pay and retain experienced professional personnel at competitive rates
to provide services to the Fund and that maintaining the financial viability of
the Manager is important in order for the Manager to provide significant
services to the Fund and its shareholders. In addition to considering the
profits that may be realized by the Manager, the Board considered information
regarding the direct and indirect benefits the Manager and Sub-Advisor may
receive as a result of its relationship with the Fund, including compensation
paid to the Manager's affiliates for services provided.
CONCLUSIONS. These factors were also considered by the independent
Trustees meeting separately from the full Board, assisted by experienced counsel
to the Fund and the independent Trustees. Fund counsel is independent of the
Manager and the Sub-Advisor within the meaning and intent of the Securities and
Exchange Commission Rules.
Based on its review of the information it received and its evaluations
described above, the Board, including a majority of the independent Trustees,
concluded that the nature, extent and quality of the services to be provided to
the Fund by the Manager and the Sub-Advisor would be a benefit to the Fund and
in the best interest of the Fund's shareholders and that the amount and
structure of the compensation to be received by the Manager and its affiliates
and the Sub-Advisor are reasonable in relation to the services to be provided.
Accordingly, the Board approved the Agreements for an initial period of two
years. In arriving at this decision, the Board did not single out any factor or
factors as being more important than others, but considered all of the factors
together. The Board judged the terms and conditions of the Agreement, including
the management fee, in light of all of the surrounding circumstances.
29 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
ITEM 2. CODE OF ETHICS.
Not applicable to semiannual reports.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable to semiannual reports.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable to semiannual reports.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Fund's Governance Committee Provisions with Respect to Nominations of
Directors/Trustees to the Respective Boards
1. The Fund's Governance Committee (the "Committee") will evaluate potential
Board candidates to assess their qualifications. The Committee shall have
the authority, upon approval of the Board, to retain an executive search
firm to assist in this effort. The Committee may consider recommendations
by business and personal contacts of current Board members and by executive
search firms which the Committee may engage from time to time and may also
consider shareholder recommendations. The Committee may consider the advice
and recommendation of the Funds' investment manager and its affiliates in
making the selection.
2. The Committee shall screen candidates for Board membership. The Committee
has not established specific qualifications that it believes must be met by
a trustee nominee. In evaluating trustee nominees, the Committee considers,
among other things, an individual's background, skills, and experience;
whether the individual is an "interested person" as
defined in the Investment Company Act of 1940; and whether the individual
would be deemed an "audit committee financial expert" within the meaning of
applicable SEC rules. The Committee also considers whether the individual's
background, skills, and experience will complement the background, skills,
and experience of other nominees and will contribute to the Board. There
are no differences in the manner in which the Committee evaluates nominees
for trustees based on whether the nominee is recommended by a shareholder.
3. The Committee may consider nominations from shareholders for the Board at
such times as the Committee meets to consider new nominees for the Board.
The Committee shall have the sole discretion to determine the candidates to
present to the Board and, in such cases where required, to shareholders.
Recommendations for trustee nominees should, at a minimum, be accompanied
by the following:
o the name, address, and business, educational, and/or other pertinent
background of the person being recommended;
o a statement concerning whether the person is an "interested person" as
defined in the Investment Company Act of 1940;
o any other information that the Funds would be required to include in a
proxy statement concerning the person if he or she was nominated; and
o the name and address of the person submitting the recommendation and,
if that person is a shareholder, the period for which that person held
Fund shares.
The recommendation also can include any additional information which the
person submitting it believes would assist the Committee in evaluating the
recommendation.
4. Shareholders should note that a person who owns securities issued by
Massachusetts Mutual Life Insurance Company (the parent company of the
Funds' investment adviser) would be deemed an "interested person" under the
Investment Company Act of 1940. In addition, certain other relationships
with Massachusetts Mutual Life Insurance Company or its subsidiaries, with
registered broker-dealers, or with the Funds' outside legal counsel may
cause a person to be deemed an "interested person."
5. Before the Committee decides to nominate an individual as a trustee,
Committee members and other directors customarily interview the individual
in person. In addition, the individual customarily is asked to complete a
detailed questionnaire which is designed to elicit information which must
be disclosed under SEC and stock exchange rules and to determine whether
the individual is subject to any statutory disqualification from serving as
a trustee of a registered investment company.
ITEM 11. CONTROLS AND PROCEDURES.
Based on their evaluation of the registrant's disclosure controls and procedures
(as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR
270.30a-3(c)) as of 11/30/2007, the registrant's principal executive officer and
principal financial officer found the registrant's disclosure controls and
procedures to provide reasonable assurances that information required to be
disclosed by the registrant in the reports that it files under the Securities
Exchange Act of 1934 (a) is accumulated and communicated to registrant's
management, including its principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure, and (b) is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms adopted by the U.S. Securities and Exchange Commission.
There have been no changes in the registrant's internal controls over financial
reporting that occurred during the registrant's second fiscal quarter of the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, the registrant's internal control over financial
reporting.
ITEM 12. EXHIBITS.
(a) (1) Not applicable to semiannual reports.
(2) Exhibits attached hereto.
(3) Not applicable.
(b) Exhibit attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer Baring SMA International Fund
By:
/s/ John V. Murphy
---------------------------
John V. Murphy
Principal Executive Officer
Date: 01/14/2008
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/ John V. Murphy
---------------------------
John V. Murphy
Principal Executive Officer
Date: 01/14/2008
By: /s/ Brian w. Wixted
---------------------------
Brian W. Wixted
Principal Financial Officer
Date: 01/14/2008