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
Oppenheimer Baring SMA International Fund
(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 768-3200
Date of fiscal year end: May 31
Date of reporting period: 11/30/2008
ITEM 1. REPORTS TO STOCKHOLDERS.
NOVEMBER 30, 2008
Oppenheimer Management
Baring SMA Commentaries
International Fund and
Semiannual
Report
MANAGEMENT COMMENTARIES
An Interview with Your Fund's Managers
Listing of Top Holdings
SEMIANNUAL REPORT
Listing of Investments
Financial Statements
(GRAPHIC)
(OPPENHEIMERFUNDS(R) LOGO)
The Right Way to Invest
TOP HOLDINGS AND ALLOCATIONS
TOP TEN COMMON STOCK HOLDINGS
Standard Chartered plc 5.1%
Niko Resources Ltd. 5.0
Eni SpA 5.0
National Express Group plc 4.8
Tokyu Corp. 4.7
Reckitt Benckiser Group plc 4.6
Tui Travel plc 4.6
Mobistar SA 4.5
QBE Insurance Group Ltd. 4.4
Lonza Group AG 4.2
Portfolio holdings and allocations are subject to change. Percentages are as of
November 30, 2008, and are based on net assets.
TOP TEN GEOGRAPHICAL HOLDINGS
United Kingdom 32.4%
Japan 18.3
Switzerland 13.3
Australia 9.0
Canada 5.5
Italy 5.5
Belgium 4.9
United States 4.2
Israel 3.4
United Arab Emirates 1.9
Portfolio holdings and allocations are subject to change. Percentages are as of
November 30, 2008, and are based on the total market value of investments.
9 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
TOP HOLDINGS AND ALLOCATIONS
REGIONAL ALLOCATION
(PIE CHART)
Europe 57.7%
Asia 27.3
United States/Canada 9.7
Middle East/Africa 3.4
United Arab Emirates 1.9
Portfolio holdings and allocations are subject to change. Percentages are as of
November 30, 2008, and are based on the total market value of investments.
10 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES
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
FUND EXPENSES. As a shareholder of the Fund, you incur ongoing costs, including
management 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 are based on an investment of $1,000.00 invested at the beginning
of the period and held for the entire 6-month period ended November 30, 2008.
ACTUAL EXPENSES. The first section of the table provides information about
actual account values and actual expenses. You may use the information in this
section, 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 first section 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 second section of the table
provides 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 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" section of
the table is 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
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT PAID DURING
VALUE VALUE 6 MONTHS ENDED
JUNE 1, 2008 NOVEMBER 30, 2008 NOVEMBER 30, 2008
------------ ----------------- -----------------
ACTUAL $1,000.00 $ 535.90 $0.12
HYPOTHETICAL 1,000.00 1,024.92 0.15
(5% return before expenses)
Expenses are equal to the Fund's annualized expense ratio, multiplied by the
average account value over the period, multiplied by 183/365 (to reflect the
one-half year period). The annualized expense ratio based on the 6-month period
ended November 30, 2008 is as follows:
EXPENSE RATIO
0.03%
The expense ratio reflects contractual waivers or reimbursements of expenses by
the Fund's Manager that can be terminated at any time, without advance notice.
The "Financial Highlights" table 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.
13 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
THIS PAGE INTENTIONALLY LEFT BLANK.
14 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF INVESTMENTS November 30, 2008 / Unaudited
SHARES VALUE
--------- ----------
COMMON STOCKS--85.9%
CONSUMER DISCRETIONARY--4.6%
HOTELS, RESTAURANTS & LEISURE--4.6%
Tui Travel plc 83,257 $272,414
----------
CONSUMER STAPLES--8.7%
HOUSEHOLD PRODUCTS--8.7%
Reckitt Benckiser Group plc 6,464 274,478
UNI-CHARM Corp. 3,600 248,555
----------
523,033
----------
ENERGY--11.4%
ENERGY EQUIPMENT & SERVICES--1.4%
Aker Solutions ASA 14,750 85,737
----------
OIL, GAS & CONSUMABLE FUELS--10.0%
Eni SpA 13,126 297,837
Niko Resources Ltd. 6,512 299,714
----------
597,551
----------
FINANCIALS--22.3%
CAPITAL MARKETS--3.6%
Julius Baer Holding AG 6,519 215,363
----------
COMMERCIAL BANKS--8.5%
Standard Chartered plc 23,246 303,893
Sumitomo Mitsui Financial Group, Inc. 57 209,101
----------
512,994
----------
INSURANCE--8.5%
Admiral Group plc 16,304 247,603
QBE Insurance Group Ltd. 16,664 261,872
----------
509,475
----------
REAL ESTATE MANAGEMENT & DEVELOPMENT--1.7%
Emaar Properties PJSC 133,541 102,165
----------
HEALTH CARE--8.4%
LIFE SCIENCES TOOLS & SERVICES--4.2%
Lonza Group AG 3,077 254,539
----------
PHARMACEUTICALS--4.2%
Novartis AG 5,385 251,723
----------
SHARES VALUE
--------- ----------
INDUSTRIALS--16.7%
COMMERCIAL SERVICES & SUPPLIES--3.0%
De La Rue plc 13,684 $ 179,667
----------
ROAD & RAIL--13.7%
Central Japan Railway Co. 30 253,636
National Express Group plc 32,740 285,885
Tokyu Corp. 71,000 283,488
----------
823,009
----------
MATERIALS--9.3%
CHEMICALS--3.0%
Israel Chemicals Ltd. 31,326 183,884
----------
METALS & MINING--6.3%
Centamin Egypt Ltd.(1) 401,083 230,144
Peter Hambro Mining plc 29,007 146,427
----------
376,571
----------
TELECOMMUNICATION SERVICES--4.5%
WIRELESS TELECOMMUNICATION SERVICES--4.5%
Mobistar SA 3,889 266,543
----------
Total Common Stocks
(Cost $7,922,555) 5,154,668
----------
UNITS
---------
RIGHTS, WARRANTS AND CERTIFICATES--0.8%
Standard Chartered plc
Rts., Strike Price 3.90GBP,
12/17/08(1) (Cost $0) 7,663 48,319
----------
SHARES
---------
INVESTMENT COMPANY--3.8%
iShares MSCI EAFE Index Fund (Cost $380,483) 5,529 230,393
----------
TOTAL INVESTMENTS, AT VALUE
(COST $8,303,038) 90.5% 5,433,380
OTHER ASSETS
NET OF LIABILITIES 9.5 567,702
----- ----------
NET ASSETS 100.0% $6,001,082
===== ==========
F1 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
FOOTNOTES TO STATEMENT OF INVESTMENTS
Strike Price is reported in U.S. Dollars, except for those denoted in the
following currency:
GBP British Pound Sterling
1. Non-income producing security.
VALUATION INPUTS
Various data inputs are used in determining the value of each of the Fund's
investments as of the reporting period end. These data inputs are categorized in
the following hierarchy under applicable financial accounting standards:
1) Level 1--quoted prices in active markets for identical assets or
liabilities (including securities actively traded on a securities exchange)
2) Level 2--inputs other than quoted prices that are observable for the
asset (such as quoted prices for similar assets and market corroborated
inputs such as interest rates, prepayment speeds, credit risks, etc.)
3) Level 3--unobservable inputs (including the Manager's own judgments
about assumptions that market participants would use in pricing the asset).
The market value of the Fund's investments was determined based on the following
inputs as of November 30, 2008:
INVESTMENTS IN OTHER FINANCIAL
VALUATION DESCRIPTION SECURITIES INSTRUMENTS*
- --------------------- -------------- ---------------
Level 1--Quoted Prices $1,977,806 $ --
Level 2--Other Significant Observable Inputs 3,455,574 --
Level 3--Significant Unobservable Inputs -- --
---------- ----
Total $5,433,380 $ --
========== ====
* Other financial instruments include options written, currency contracts,
futures, forwards and swap contracts. Currency contracts and forwards are
reported at their unrealized appreciation/depreciation at measurement date,
which represents the change in the contract's value from trade date.
Futures are reported at their variation margin at measurement date, which
represents the amount due to/from the Fund at that date. Options and swaps
are reported at their market value at measurement date.
SEE THE ACCOMPANYING NOTES FOR FURTHER DISCUSSION OF THE METHODS USED IN
DETERMINING VALUE OF THE FUND'S INVESTMENTS, AND A SUMMARY OF CHANGES TO THE
VALUATION TECHNIQUES, IF ANY, DURING THE REPORTING PERIOD.
DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:
GEOGRAPHIC HOLDINGS VALUE PERCENT
- ------------------- ---------- -------
United Kingdom $1,758,686 32.4%
Japan 994,780 18.3
Switzerland 721,625 13.3
Australia 492,016 9.0
Canada 299,714 5.5
Italy 297,837 5.5
Belgium 266,543 4.9
United States 230,393 4.2
Israel 183,884 3.4
United Arab Emirates 102,165 1.9
Norway 85,737 1.6
---------- ------
Total $5,433,380 100.0%
========== ======
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F2 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES Unaudited
November 30, 2008
ASSETS
Investments, at value (cost $8,303,038)--see accompanying statement of investments $ 5,433,380
Cash 502,644
Receivables and other assets:
Shares of beneficial interest sold 83,768
Dividends 10,113
Other 16,804
-----------
Total assets 6,046,709
-----------
LIABILITIES
Bank overdraft-foreign currencies (cost $15,488) 13,136
Payables and other liabilities:
Legal, auditing and other professional fees 32,258
Transfer and shareholder servicing agent fees 186
Trustees' compensation 47
-----------
Total liabilities 45,627
-----------
NET ASSETS $ 6,001,082
===========
COMPOSITION OF NET ASSETS
Par value of shares of beneficial interest $ 1,182
Additional paid-in capital 10,306,941
Accumulated net investment income 233,119
Accumulated net realized loss on investments and foreign currency transactions (1,673,371)
Net unrealized depreciation on investments and translation of assets and liabilities
denominated in foreign currencies (2,866,789)
-----------
NET ASSETS--applicable to 1,182,106 shares of beneficial interest outstanding $ 6,001,082
===========
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 5.08
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F3 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF OPERATIONS Unaudited
For the Six Months Ended November 30, 2008
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $778) $ 173,164
Interest 5,211
-----------
Total investment income 178,375
-----------
EXPENSES
Management fees 19,316
Legal, auditing and other professional fees 31,042
Shareholder communications 1,109
Transfer and shareholder servicing agent fees 916
Custodian fees and expenses 390
Trustees' compensation 35
Other 2,455
-----------
Total expenses 55,263
Less waivers and reimbursements of expenses (54,312)
-----------
Net expenses 951
-----------
NET INVESTMENT INCOME 177,424
-----------
REALIZED AND UNREALIZED LOSS
Net realized loss on:
Investments (1,052,526)
Foreign currency transactions (318,871)
-----------
Net realized loss (1,371,397)
-----------
Net change in unrealized depreciation on:
Investments (2,270,432)
Translation of assets and liabilities denominated in foreign currencies (908,449)
-----------
Net change in unrealized depreciation (3,178,881)
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(4,372,854)
===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F4 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
STATEMENT OF CHANGES IN NET ASSETS
SIX MONTHS
ENDED PERIOD
NOVEMBER 30, 2008 ENDED
(UNAUDITED) MAY 31, 2008(1)
----------------- ---------------
OPERATIONS
Net investment income $ 177,424 $ 86,964
Net realized loss (1,371,397) (205,833)
Net change in unrealized appreciation (depreciation) (3,178,881) 312,092
----------- -----------
Net increase (decrease) in net assets resulting from operations (4,372,854) 193,223
----------- -----------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income -- (31,387)
Distributions from net realized gain -- (96,023)
----------- -----------
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from beneficial
interest transactions 4,576,003 5,632,120
----------- -----------
NET ASSETS
Total increase 203,149 5,697,933
Beginning of period 5,797,933 100,000(2)
----------- -----------
End of period (including accumulated net investment income of
$233,119 and $55,695, respectively) $ 6,001,082 $ 5,797,933
=========== ===========
(1.) For the period from July 2, 2007 (commencement of operations) to May 31,
2008.
(2.) Reflects the value of the Manager's initial seed money investment on June
15, 2007.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F5 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
FINANCIAL HIGHLIGHTS
SIX MONTHS
ENDED PERIOD
NOVEMBER 30, 2008 ENDED
(UNAUDITED) MAY 31, 2008(1)
----------------- ---------------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 9.48 $10.00
Income (loss) from investment operations:
Net investment income(2) .18(3) .31
Net realized and unrealized loss (4.58) (.21)
------- ------
Total from investment operations (4.40) .10
Dividends and/or distributions to shareholders:
Dividends from net investment income -- (.15)
Distributions from net realized gain -- (.47)
------- ------
Total dividends and/or distributions to shareholders -- (.62)
Net asset value, end of period $ 5.08 $ 9.48
======= ======
TOTAL RETURN, AT NET ASSET VALUE(4) (46.41)% 0.84%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 6,001 $5,798
Average net assets (in thousands) $ 6,900 $2,677
Ratios to average net assets:(5)
Net investment income 5.13%(3) 3.55%
Total expenses 1.60% 2.82%
Expenses after payments, waivers and/or reimbursements and
reduction to custodian expenses 0.03% 0.01%
Portfolio turnover rate 46% 83%
(1.) For the period from July 2, 2007 (commencement of operations) to May 31,
2008.
(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
$0.10 and 2.83%, respectively, resulting from a dividend from De La Rue plc
in November 2008.
(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.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F6 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Baring 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 investment objective
is to seek long-term capital appreciation. The Fund's investment adviser is
OppenheimerFunds, Inc. (the "Manager"). The Manager has entered into a
sub-advisory agreement with Baring International Investment Limited (the
"Sub-Adviser").
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.
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 trading.
Effective for fiscal periods beginning after November 15, 2007, FASB
Statement of Financial Accounting Standards No. 157, FAIR VALUE MEASUREMENTS,
establishes a hierarchy for measuring fair value of assets and liabilities. As
required by the standard, each investment asset or liability of the Fund is
assigned a level at measurement date based on the significance and source of the
inputs to its valuation. Quoted prices in active markets for identical
securities are classified as "Level 1", inputs other than quoted prices for an
asset that are observable are classified as "Level 2" and unobservable inputs,
including the Manager's judgment about the assumptions that a market participant
would use in pricing an asset or liability are classified as "Level 3". The
inputs used for valuing securities are not necessarily an indication of the
risks associated with investing in those securities. A table summarizing the
Fund's investments under these levels of classification is included following
the Statement of Investments.
Securities are valued using quoted market prices, when available, as
supplied primarily either by portfolio pricing services approved by the Board of
Trustees or dealers. These securities are typically classified within Level 1 or
2; however, they may be designated as Level 3 if the dealer or portfolio pricing
service values a security through an internal model with significant
unobservable market data inputs.
Securities traded on a registered U.S. securities exchange are valued based
on the last sale price of the security reported on the principal exchange on
which traded, prior to the time when the Fund's assets are valued. Securities
whose principal exchange is NASDAQ(R) are valued based on the official closing
prices reported 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 current day's closing "bid"
and "asked" prices, and if not, at the current day's closing bid price. A
foreign security traded on a foreign exchange is valued based on the last sale
F7 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. SIGNIFICANT ACCOUNTING POLICIES Continued
price on the principal exchange on which the security is traded, as identified
by the portfolio pricing service used by the Manager, prior to the time when the
Fund's assets are valued. In the absence of a sale, the security is valued at
the most recent official closing price on the principal exchange on which it is
traded.
Shares of a registered investment company that are not traded on an
exchange are valued at that investment company's net asset value per share.
Corporate, government and municipal debt instruments having a remaining
maturity in excess of sixty days and all mortgage-backed securities,
collateralized mortgage obligations and other asset-backed securities are valued
at the mean between the "bid" and "asked" prices.
"Money market-type" debt instruments with remaining maturities of sixty
days or less are valued at cost adjusted by the amortization of discount or
premium to maturity (amortized cost), which approximates market value. These
securities are typically designated as Level 2.
In the absence of a readily available quoted market price, including for
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 the close of the securities' respective exchanges, the Manager, acting
through its internal valuation committee, in good faith determines the fair
valuation of that asset using consistently applied procedures under the
supervision of the Board of Trustees (which reviews those fair valuations by the
Manager). Those procedures include certain standardized methodologies to fair
value securities. Such methodologies include, but are not limited to, pricing
securities initially at cost and subsequently adjusting the value based on:
changes in company specific fundamentals, changes in an appropriate securities
index, or changes in the value of similar securities which may be adjusted for
any discounts related to resale restrictions. When possible, such methodologies
use observable market inputs such as quoted prices of similar securities,
observable interest rates, currency rates and yield curves. The methodologies
used for valuing securities are not necessarily an indication of the risks
associated with investing in those securities.
Fair valued securities may be classified as "Level 3" if the valuation
primarily reflects the Manager's own assumptions about the inputs that market
participants would use in valuing such securities.
There have been no significant changes to the fair valuation methodologies
during the period.
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
Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for
trading. Foreign exchange rates may be valued primarily using a reliable bank,
dealer or service authorized by the Board of Trustees.
F8 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
Reported net realized gains and losses from foreign currency transactions
arise from sales of portfolio securities, sales and maturities of short-term
securities, sales of foreign currencies, exchange rate fluctuations 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 appreciation and depreciation on the
translation of assets and liabilities denominated in foreign currencies 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.
INVESTMENTS WITH OFF-BALANCE SHEET MARKET RISK. The Fund enters into financial
instrument transactions (such as swaps, futures, options and other derivatives)
that may have off-balance sheet market risk. Off-balance sheet market risk
exists when the maximum potential loss on a particular financial instrument is
greater than the value of such financial instrument, as reflected in the Fund's
Statement of Assets and Liabilities.
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. The Fund files income tax returns in U.S. federal and applicable state
jurisdictions. The statute of limitations on the Fund's tax return filings
generally remain open for the three preceding fiscal reporting period ends.
During the fiscal year ended May 31, 2008, the Fund did not utilize any
capital loss carryforward to offset capital gains realized in that fiscal year.
As of May 31, 2008, the Fund had available for federal income tax purposes
post-October losses of $297,011 and post-October foreign currency losses of
$4,963.
As of November 30, 2008, the Fund had available for federal income tax
purposes an estimated capital loss carryforward of $1,673,371 expiring by 2017.
This estimated capital loss carryforward represents carryforward as of the end
of the last fiscal year, increased for losses deferred under tax accounting
rules to the current fiscal year and is increased or decreased by capital losses
or gains realized in the first six months of the current fiscal year. During the
six months ended November 30, 2008, it is estimated that the Fund will not
utilize any capital loss carryforward to offset realized capital gains.
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,
F9 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. SIGNIFICANT ACCOUNTING POLICIES Continued
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.
The aggregate cost of securities and other investments and the composition
of unrealized appreciation and depreciation of securities and other investments
for federal income tax purposes as of November 30, 2008 are noted in the
following table. The primary difference between book and tax appreciation or
depreciation of securities and other investments, if applicable, is attributable
to the tax deferral of losses or tax realization of financial statement
unrealized gain or loss.
Federal tax cost of securities $ 8,339,638
Federal tax cost of other investments 152,920
-----------
Total federal tax cost $ 8,492,558
===========
Gross unrealized appreciation $ 108,767
Gross unrealized depreciation (3,012,673)
-----------
Net unrealized depreciation $(2,903,906)
===========
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 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 and
may differ from U.S. generally accepted accounting principles, are recorded on
the ex-dividend date. Income and capital gain distributions, if any, are
declared and paid annually or at other times as deemed necessary by the Manager.
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 is recognized on an accrual basis. Discount and
premium, which are included in interest income on the Statement of Operations,
are amortized or accreted daily.
F10 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
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 accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect 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 increases and
decreases in net assets from operations 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:
SIX MONTHS ENDED PERIOD ENDED
NOVEMBER 30, 2008 MAY 31, 2008(1, 2)
---------------------- --------------------
SHARES AMOUNT SHARES AMOUNT
-------- ----------- ------- ----------
Sold 775,394 $ 5,832,813 614,103 $5,741,631
Dividends and/or
distributions reinvested -- -- 254 2,498
Redeemed (205,077) (1,256,810) (12,568) (112,009)
------- ----------- ------- ----------
Net increase 570,317 $ 4,576,003 601,789 $5,632,120
======= =========== ======= ==========
(1.) For the period from July 2, 2007 (commencement of operations) to May 31,
2008.
(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.
F11 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the six months ended November 30, 2008, were as
follows:
PURCHASES SALES
---------- ----------
Investment securities $7,568,162 $2,835,873
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% of the average net assets, 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 six months ended November 30, 2008, the
Fund paid $793 to OFS for services to the Fund.
SUB-ADVISER FEES. The Manager retains the Sub-Adviser to provide the day-to-day
portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager
pays the Sub-Adviser an annual fee. The fee paid to the Sub-Adviser under the
Sub-Advisory agreement is paid by the Manager, not by the Fund. The Manager will
pay the Sub-Adviser, 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.
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, certain 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
six months ended November 30, 2008, the Manager waived management fees in the
amount of $19,316. During the six months ended November 30, 2008, the Manager
reimbursed expenses in the amount of $34,996.
OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.35% of average annual net assets of the Fund. This undertaking
may be amended or withdrawn at any time.
F12 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
5. FOREIGN CURRENCY EXCHANGE CONTRACTS
The Fund may enter into foreign currency exchange contracts ("forward
contracts") for the purchase or sale of a foreign currency at a negotiated rate
at a future date.
Forward contracts are reported on a schedule following the Statement of
Investments. Forward contracts will be valued daily based upon the closing
prices of the forward currency rates determined at the close of the Exchange as
provided by a bank, dealer or pricing service. The resulting unrealized
appreciation (depreciation) is reported in the Statement of Assets and
Liabilities as a receivable or payable and in the Statement of Operations within
the change in unrealized appreciation (depreciation). At contract close, the
difference between the original cost of the contract and the value at the close
date is recorded as a realized gain (loss) in the Statement of Operations.
Risks to the Fund include both market and credit risk. Market risk is the
risk that the value of the forward contract will depreciate due to unfavorable
changes in the exchange rates. Credit risk arises from the possibility that the
counterparty will default. If the counterparty defaults, the Fund's loss will
consist of the net amount of contractual payments that the Fund has not yet
received.
As of November 30, 2008, the Fund had no outstanding forward contracts.
6. RECENT ACCOUNTING PRONOUNCEMENT
In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement on Financial Accounting Standards ("SFAS") No. 161, DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. This standard requires enhanced
disclosures about derivative and hedging activities, including qualitative
disclosures about how and why the Fund uses derivative instruments, how these
activities are accounted for, and their effect on the Fund's financial position,
financial performance and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. At this time, management is evaluating the implications of SFAS No.
161 and its impact on the Fund's financial statements and related disclosures.
F13 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
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F14 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENT
Unaudited
Each year, the Board of Trustees (the "Board"), including a majority of the
independent Trustees, is required to determine whether to renew the Fund's
investment advisory and sub-advisory agreements (the "Agreements"). The
Investment Company Act of 1940, as amended, requires that the Board request and
evaluate, and that the Manager and Baring International Investment Limited (the
"Sub-Adviser") provide, such information as may be reasonably necessary to
evaluate the terms of the Agreements. The Board employs an independent
consultant to prepare a report that provides information, including comparative
information, the Board requests for that purpose. In addition, the Board
receives information throughout the year regarding Fund services, fees, expenses
and performance.
The Manager and the independent consultant provided information to the
Board on the following factors: (i) the nature, quality and extent of the
Manager's and Sub-Adviser's services, (ii) the investment performance of the
Fund and the Manager and the Sub-Adviser, (iii) the fees and expenses of the
Fund, including comparative expense information, (iv) the profitability of the
Manager and its affiliates and the Sub-Adviser, including an analysis of the
cost of providing services, (v) whether economies of scale are realized as the
Fund grows and whether fee levels reflect these economies of scale for Fund
investors and (vi) other benefits to the Manager and Sub-Adviser from its
relationship with the Fund. The Board was aware that there are alternatives to
retaining the Manager and the Sub-Adviser.
Outlined below is a summary of the principal information considered by the
Board as well as the Board's conclusions.
NATURE, QUALITY AND EXTENT OF SERVICES. The Board considered information
about the nature and extent of the services provided to the Fund and information
regarding the Manager's and Sub-Adviser's key personnel who provide such
services. The Sub-Adviser's duties include providing the Fund with the services
of the portfolio managers and the Sub-Adviser's 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-Adviser
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
15 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENT
Unaudited / Continued
state securities laws for the sale of the Fund's shares. The Manager and
Sub-Adviser also provide the Fund with office space, facilities and equipment.
The Board also considered the quality of the services provided and the
quality of the Manager's and Sub-Adviser's resources that are 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 the United States. The
Board evaluated the Manager's and Sub-Adviser's advisory, administrative,
accounting, legal and compliance services, and information the Board has
received regarding the experience and professional qualifications of the
Manager's and Sub-Adviser's key personnel and the size and functions of its
staff. In its evaluation of the quality of the portfolio management services
provided, the Board considered the experience of David Bertocchi and Nathan
Griffiths, the portfolio managers for the Fund, and the Sub-Adviser's investment
team and analysts. The Board members also considered the totality of their
experiences with the Manager as directors or trustees of the Fund and 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 the renewal of the Fund's
service agreements. The Board concluded, in light of the Manager's and
Sub-Adviser's experience, reputation, personnel, operations and resources, the
Fund benefits from the services provided under the Agreements.
INVESTMENT PERFORMANCE OF THE MANAGER, SUB-ADVISER AND THE FUND. Throughout
the year, the Manager and Sub-Adviser provided information on the investment
performance of the Fund, the Manager and Sub-Adviser, including comparative
performance information. The Board also reviewed information, prepared by the
Manager and by the independent consultant, comparing the Fund's historical
performance to relevant market indices and to the performance of other
institutional international multi-cap growth funds advised by other investment
advisers. The Board noted that the Fund's since inception performance was better
than its peer group median.
COSTS OF SERVICES BY THE MANAGER. The Board reviewed the fees paid to the
Manager and the other expenses borne by the Fund. The Board noted that the
Manager, not the Fund, pays the Sub-Adviser's fee under the sub-advisory
agreement. The Board also considered the comparability of the fees charged and
the services provided to the Fund to the fees and services for other clients or
accounts advised by the Manager. The Board noted that the Manager has
contractually agreed to waive all management fees and pay or reimburse all
expenses of the Fund, except extraordinary expenses, certain transfer agent fees
and fees paid to the independent Trustees. This agreement has no fixed term.
Investors should
16 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
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. The
independent consultant provided comparative data in regard to the fees and
expenses of the Fund and institutional international multi-cap growth funds with
comparable asset levels and distribution features. The Board noted that the
Fund's contractual and actual management fees and total expenses are lower than
its peer group median.
ECONOMIES OF SCALE AND PROFITS REALIZED BY THE MANAGER AND SUB-ADVISER. The
Board considered information regarding the Manager's costs in serving as the
Fund's investment adviser, including the costs associated with the personnel and
systems necessary to manage the Fund, and information regarding the Manager's
profitability from its relationship with the Fund. The Board reviewed whether
the Manager may realize economies of scale in managing and supporting the Fund,
whether those economies of scale benefit the Fund's shareholders at the current
level of Fund assets in relation to its management fee.
OTHER BENEFITS TO THE MANAGER AND SUB-ADVISER. In addition to considering
the profits realized by the Manager, the Board considered information that was
provided regarding the direct and indirect benefits the Manager receives as a
result of its relationship with the Fund, including the fee paid to the
Sub-Adviser, compensation paid to the Manager's affiliates and research provided
to the Manager in connection with permissible brokerage arrangements (soft
dollar arrangements). The Board also considered that the Manager and Sub-Adviser
must be able to pay and retain experienced professional personnel at competitive
rates to provide quality services to the Fund and that maintaining the financial
viability of the Manager and Sub-Adviser is important in order for the Manager
and Sub-Adviser to continue to provide significant services to the Fund and its
shareholders.
CONCLUSIONS. These factors were also considered by the independent Trustees
meeting separately from the full Board, assisted by experienced counsel to the
Fund and to the independent Trustees. Fund counsel and the independent Trustees'
counsel are independent of the Manager and Sub-Adviser 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,
decided to continue the Agreements for another year. 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 above information, and
considered the terms and conditions of the Agreements, including the management
fee, in light of all of the surrounding circumstances.
17 | OPPENHEIMER BARING SMA INTERNATIONAL FUND
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF
INVESTMENTS Unaudited
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.
18 | 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.
a) Not applicable.
b) 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:
- the name, address, and business, educational, and/or other pertinent
background of the person being recommended;
- a statement concerning whether the person is an "interested person" as
defined in the Investment Company Act of 1940;
- 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
- 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 11/30/2008, 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: 01/15/2009
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: 01/15/2009
By: /s/ Brian W. Wixted
------------------------------------
Brian W. Wixted
Principal Financial Officer
Date: 01/15/2009