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 811-21954
Oppenheimer Baring Japan 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: 05/31/2009
ITEM 1. REPORTS TO STOCKHOLDERS.
MAY 31, 2009
Oppenheimer
Baring Japan Fund Annual Report
ANNUAL REPORT
Listing of Top Holdings
Fund Performance Discussion
Listing of Investments
Financial Statements
(OPPENHEIMERFUNDS(R) LOGO)
The Right Way to Invest
TOP HOLDINGS AND ALLOCATIONS
TOP TEN COMMON STOCK INDUSTRIES
Commercial Banks 10.7%
Automobiles 8.8
Pharmaceuticals 5.5
Chemicals 5.1
Wireless Telecommunication Services 4.7
Trading Companies & Distributors 4.0
Road & Rail 3.7
Specialty Retail 3.6
Metals & Mining 3.4
Household Products 3.4
Portfolio holdings and allocations are subject to change. Percentages are as of
May 31, 2009, and are based on net assets.
TOP TEN COMMON STOCK HOLDINGS
Toyota Motor Corp. 5.9%
Mitsubishi Corp. 4.0
NTT DoCoMo, Inc. 3.6
Shin-Etsu Chemical Co. 3.3
Panasonic Corp. 3.2
Millea Holdings, Inc. 3.2
Shimizu Corp. 3.0
Seven & I Holdings Co. Ltd. 3.0
Takeda Pharmaceutical Co. Ltd. 3.0
Mizuho Financial Group, Inc. 2.9
Portfolio holdings and allocations are subject to change. Percentages are as of
May 31, 2009, and are based on net assets. For more current Fund holdings,
please visit www.oppenheimerfunds.com.
7 | OPPENHEIMER BARING JAPAN FUND
TOP HOLDINGS AND ALLOCATIONS
SECTOR ALLOCATION
(PIE CHART)
Financials 18.1%
Consumer Discretionary 17.6
Industrials 14.6
Materials 12.8
Information Technology 12.2
Consumer Staples 6.7
Telecommunication Services 6.6
Health Care 5.7
Utilities 4.1
Energy 1.6
Portfolio holdings and allocations are subject to change. Percentages are as of
May 31, 2009, and are based on the total market value of common stocks.
8 | OPPENHEIMER BARING JAPAN FUND
FUND PERFORMANCE DISCUSSION
HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION OF THE FUND'S PERFORMANCE
DURING ITS FISCAL YEAR ENDED MAY 31, 2009, FOLLOWED BY A GRAPHICAL COMPARISON OF
THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED MARKET INDEX.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. Although sheltered from some of the
worst effects of the global credit crunch relative to other countries, the
Japanese economy was hit hard by the worldwide financial crisis and the global
economic slowdown during the 12-month reporting period ended May 31, 2009. The
slowdown in global consumer spending and corporate activity was exacerbated by a
rapid global inventory build-up and a freezing up of the credit markets in late
2008 and early 2009. With Japan having a significant manufacturing base and a
high dependency on exports, we witnessed a sharp fall of industrial production
in Japan during the reporting period, an event that reverberated throughout the
Japanese economy. An advancing yen for much of the reporting period put
additional pressure on earnings for the manufacturing sector, particularly for
companies heavily reliant on exports.
Japanese equities traded sharply lower over the period as an unprecedented
economic slowdown led to a dramatic deterioration in earnings. In early 2009,
this, combined with a rapidly falling market tolerance for risk, brought the
TOPIX (Tokyo Stock Price Index) below its 2003 low. While Japanese equities,
relatively speaking, did not fall as far as most other major global equity
markets during the period, the financial sector still incurred substantial
losses and certain financial institutions in Japan announced large additional
equity issuances. Relatively speaking, the Japanese financial sector was
somewhat shielded from the declining mortgage-backed security valuations and
collateralized debt obligations that resulted in significant losses for the
financial sectors of some other countries.
Oppenheimer Baring Japan Fund's Class A shares (without sales charge)
returned -39.65% during the reporting period, underperforming Japan's TOPIX
(calculated in U.S. dollars), which declined by 31.90% over the same period. The
Fund's sector allocation strategy accounted for slight relative
underperformance, but the relative underperformance was mostly due to stock
selection.
An underweight position in certain defensive names such as Kansai Electric
Power Co., Inc. and Takeda Pharmaceutical Co. Ltd. detracted from Fund
performance, given the sharp declines in the Japanese equity market (we exited
our position in Kansai by period end). Elsewhere, in the information technology
sector, the Fund suffered as a result of its holdings in Elpida Memory, Inc. and
Toshiba Corp.
Top contributors to relative Fund performance included Japanese
construction firm Shimizu Corp., industrial firms Tokyu Corp. and Mitsubishi
Corp. and within materials, Oji Paper Co. Ltd. and Sumitomo Osaka Cement Co.
Ltd.
9 | OPPENHEIMER BARING JAPAN FUND
FUND PERFORMANCE DISCUSSION
While macroeconomic conditions remained extremely tough globally and in
Japan at period end, we feel there is a good chance that Japanese equities
marked their lows in March 2009. A lessening of market volatility, marginal
improvement in the production cycle and increased investor and consumer
confidence should help support improved corporate earnings in coming quarters.
So far in 2009, cyclical stocks have led the way, as they have bounced back from
extremely low valuations. We feel that one of the primary drivers for a further
market recovery is likely to be the financial sector in coming months.
Both fiscal and monetary policy was loosened significantly in recent
months, which is a rare phenomenon in Japan, but one we feel will provide a
supportive environment for equities. Political developments may grab more
headlines in coming months as a potential political realignment may occur, but
we feel that for now, this remains a marginal issue for equity investors.
Although Japanese equities will remain vulnerable to any renewed deterioration
in global conditions, in the absence of any substantial new shocks, we feel that
we are likely to see a continuation of the ongoing recovery in both fundamentals
and share prices.
COMPARING THE FUND'S PERFORMANCE TO THE MARKET. The graphs that follow show the
performance of a hypothetical $10,000 investment in each Class of shares of the
Fund held until May 31, 2009. Performance is measured from inception of each
Class of shares on January 31, 2007. The Fund's performance reflects the
deduction of the maximum initial sales charge on Class A shares, the applicable
contingent deferred sales charge on Class B, Class C and Class N shares, and
reinvestments of all dividends and capital gains distributions. Past performance
cannot guarantee future results.
The Fund's performance is compared to the performance of the Tokyo Stock
Price Index (TOPIX), an unmanaged composite index of all common stocks listed on
the First Section of Tokyo Stock Exchange (TSE). The index cannot be purchased
directly by investors. Index performance reflects the reinvestment of income but
does not consider the effect of transaction costs, and none of the data in the
graphs shows the effect of taxes. The Fund's performance reflects the effects of
the Fund's business and operating expenses. While index comparisons may be
useful to provide a benchmark for the Fund's performance, it must be noted that
the Fund's investments are not limited to the investments in the Index.
10 | OPPENHEIMER BARING JAPAN FUND
(PERFORMANCE GRAPH)
CLASS A SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
1/31/2007 9,425 10,000
2/28/2007 9,538 10,396
5/31/2007 9,246 10,180
8/31/2007 8,784 9,808
11/30/2007 8,709 9,814
2/29/2008 7,713 9,051
5/31/2008 8,556 9,580
8/31/2008 6,794 8,215
11/30/2008 4,974 5,933
2/28/2009 4,207 5,263
5/31/2009 5,164 6,524
AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT
5/31/09 1-Year -43.12% Since Inception (1/31/07) -24.67%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 3% (SINCE INCEPTION); AND
FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR
PERIOD. THERE IS NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 16 FOR FURTHER
INFORMATION.
11 | OPPENHEIMER BARING JAPAN FUND
FUND PERFORMANCE DISCUSSION
(PERFORMANCE GRAPH)
CLASS B SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
1/31/2007 10,000 10,000
2/28/2007 10,120 10,396
5/31/2007 9,790 10,180
8/31/2007 9,280 9,808
11/30/2007 9,170 9,814
2/29/2008 8,101 9,051
5/31/2008 8,974 9,580
8/31/2008 7,117 8,215
11/30/2008 5,190 5,933
2/28/2009 4,387 5,263
5/31/2009 5,230 6,524
AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT
5/31/09 1-Year -42.94% Since Inception (1/31/07) -24.26%
12 | OPPENHEIMER BARING JAPAN FUND
(PERFORMANCE GRAPH)
CLASS C SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
1/31/2007 10,000 10,000
2/28/2007 10,110 10,396
5/31/2007 9,790 10,180
8/31/2007 9,280 9,808
11/30/2007 9,170 9,814
2/29/2008 8,101 9,051
5/31/2008 8,984 9,580
8/31/2008 7,117 8,215
11/30/2008 5,190 5,933
2/28/2009 4,387 5,263
5/31/2009 5,391 6,524
AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT
5/31/09 1-Year -40.60% Since Inception (1/31/07) -23.27%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 3% (SINCE INCEPTION); AND
FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR
PERIOD. THERE IS NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 16 FOR FURTHER
INFORMATION.
13 | OPPENHEIMER BARING JAPAN FUND
FUND PERFORMANCE DISCUSSION
(PERFORMANCE GRAPH)
CLASS N SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
1/31/2007 10,000 10,000
2/28/2007 10,120 10,396
5/31/2007 9,800 10,180
8/31/2007 9,310 9,808
11/30/2007 9,210 9,814
2/29/2008 8,151 9,051
5/31/2008 9,034 9,580
8/31/2008 7,167 8,215
11/30/2008 5,240 5,933
2/28/2009 4,427 5,263
5/31/2009 5,441 6,524
AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT
5/31/09 1-Year -40.38% Since Inception (1/31/07) -22.96%
14 | OPPENHEIMER BARING JAPAN FUND
(PERFORMANCE GRAPH)
CLASS Y SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
1/31/2007 10,000 10,000
2/28/2007 10,120 10,396
5/31/2007 9,810 10,180
8/31/2007 9,330 9,808
11/30/2007 9,240 9,814
2/29/2008 8,193 9,051
5/31/2008 9,097 9,580
8/31/2008 7,228 8,215
11/30/2008 5,288 5,933
2/28/2009 4,483 5,263
5/31/2009 5,509 6,524
AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES OF THE FUND AT 5/31/09
1-Year -39.45% Since Inception (1/31/07) -22.55%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 3% (SINCE INCEPTION); AND
FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR
PERIOD. THERE IS NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 16 FOR FURTHER
INFORMATION.
15 | OPPENHEIMER BARING JAPAN FUND
NOTES
Total returns and the ending account values in the graphs include changes
in share price and reinvestment of dividends and capital gains
distributions in a hypothetical investment for the periods shown. 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 FINANCIAL ADVISOR, CALLING US AT 1.800.525.7048 OR
VISITING OUR WEBSITE AT WWW.OPPENHEIMERFUNDS.COM. 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.
CLASS A shares of the Fund were first publicly offered on 1/31/07. Unless
otherwise noted, Class A returns include the current maximum initial sales
charge of 5.75%.
CLASS B shares of the Fund were first publicly offered on 1/31/07. Unless
otherwise noted, Class B returns include the applicable contingent deferred
sales charge of 5% (1-year) and 3% (since inception). Class B shares are
subject to an annual 0.75% asset-based sales charge.
CLASS C shares of the Fund were first publicly offered on 1/31/07. Unless
otherwise noted, Class C returns include the contingent deferred sales
charge of 1% for the 1-year period. Class C shares are subject to an annual
0.75% asset-based sales charge.
CLASS N shares of the Fund were first publicly offered on 1/31/07. Class N
shares are offered only through retirement plans. Unless otherwise noted,
Class N returns include the contingent deferred sales charge of 1% for the
1-year period. Class N shares are subject to an annual 0.25% asset-based
sales charge.
16 | OPPENHEIMER BARING JAPAN FUND
CLASS Y shares of the Fund were first publicly offered on 1/31/07. Class Y
shares are offered only to certain institutional investors under a special
agreement with the Distributor, and to present or former officers,
directors, trustees or employees (and their eligible family members) of the
Fund, the Manager, its affiliates, its parent company and the subsidiaries
of its parent company, and retirement plans established for the benefit of
such individuals.
An explanation of the calculation of performance is in the Fund's Statement
of Additional Information.
17 | OPPENHEIMER BARING JAPAN FUND
FUND EXPENSES
FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1)
transaction costs, which may include sales charges (loads) on purchase payments,
contingent deferred sales charges on redemptions; and redemption fees (if
applicable); and (2) ongoing costs, including management fees; 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 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 May 31, 2009.
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 for the class of shares you hold, 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 for each class of shares, and an
assumed rate of return of 5% per year for each class 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 for
the class of shares you hold 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), redemption fees, or a $12.00 fee
imposed annually on accounts valued at less than $500.00 (subject to
18 | OPPENHEIMER BARING JAPAN FUND
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.
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT PAID DURING
VALUE VALUE 6 MONTHS ENDED
DECEMBER 1, 2008 MAY 31, 2009 MAY 31, 2009
---------------- ------------ --------------
ACTUAL
Class A $1,000.00 $1,038.10 $ 9.85
Class B 1,000.00 1,038.70 12.01
Class C 1,000.00 1,038.70 12.01
Class N 1,000.00 1,038.30 11.19
Class Y 1,000.00 1,041.80 6.89
HYPOTHETICAL
(5% return before expenses)
Class A 1,000.00 1,015.31 9.74
Class B 1,000.00 1,013.21 11.86
Class C 1,000.00 1,013.21 11.86
Class N 1,000.00 1,014.01 11.06
Class Y 1,000.00 1,018.20 6.82
Expenses are equal to the Fund's annualized expense ratio for that class,
multiplied by the average account value over the period, multiplied by 182/365
(to reflect the one-half year period). Those annualized expense ratios based on
the 6-month period ended May 31, 2009 are as follows:
EXPENSE
CLASS RATIOS
- ----- -------
Class A 1.93%
Class B 2.35
Class C 2.35
Class N 2.19
Class Y 1.35
The expense ratios reflect voluntary waivers or reimbursements of expenses by
the Fund's Manager and Transfer Agent 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
ratios, without such waivers or reimbursements and reduction to custodian
expenses, if applicable.
19 | OPPENHEIMER BARING JAPAN FUND
THIS PAGE INTENTIONALLY LEFT BLANK.
20 | OPPENHEIMER BARING JAPAN FUND
STATEMENT OF INVESTMENTS May 31, 2009
SHARES VALUE
-------- ----------
COMMON STOCKS--96.1%
CONSUMER DISCRETIONARY--16.9%
AUTO COMPONENTS--1.3%
Denso Corp. 4,500 $ 108,064
----------
AUTOMOBILES--8.8%
Honda Motor Co. 8,200 238,031
Toyota Motor Corp. 12,000 479,849
----------
717,880
----------
HOUSEHOLD DURABLES--3.2%
Panasonic Corp. 18,100 261,032
----------
SPECIALTY RETAIL--3.6%
ABC-MART, Inc. 3,500 79,055
YAMADA DENKI Co. Ltd. 3,750 214,752
----------
293,807
----------
CONSUMER STAPLES--6.5%
FOOD & STAPLES RETAILING--3.1%
Seven & I Holdings Co. Ltd. 10,200 246,976
----------
HOUSEHOLD PRODUCTS--3.4%
Kao Corp. 7,000 153,915
UNI-CHARM Corp. 1,800 125,630
----------
279,545
----------
ENERGY--1.5%
ENERGY EQUIPMENT & SERVICES--1.5%
Shinko Plantech Co. Ltd. 13,000 123,607
----------
FINANCIALS--17.4%
COMMERCIAL BANKS--10.7%
Chiba Bank Ltd. (The) 26,000 158,279
Mitsubishi UFJ Financial Group, Inc. 37,400 236,006
Mizuho Financial Group, Inc. 99,500 239,342
Sumitomo Mitsui Financial Group, Inc. 6,100 236,112
----------
869,739
----------
CONSUMER FINANCE--1.3%
Orix Corp. 1,700 107,343
----------
INSURANCE--3.2%
Millea Holdings, Inc. 8,800 259,536
----------
REAL ESTATE MANAGEMENT & DEVELOPMENT--2.2%
Mitsui Fudosan Co. Ltd. 11,000 183,757
----------
SHARES VALUE
-------- ----------
HEALTH CARE--5.5%
PHARMACEUTICALS--5.5%
Astellas Pharma, Inc. 6,000 $ 203,401
Takeda Pharmaceutical Co. Ltd. 6,100 241,362
----------
444,763
----------
INDUSTRIALS--14.1%
BUILDING PRODUCTS--2.2%
Daikin Industries Ltd. 5,800 179,294
----------
CONSTRUCTION & ENGINEERING--3.1%
Shimizu Corp. 55,000 247,639
----------
MACHINERY--1.1%
Fanuc Ltd. 1,100 88,893
----------
ROAD & RAIL--3.7%
East Japan Railway Co. 1,200 71,537
Tokyu Corp. 51,000 232,189
----------
303,726
----------
TRADING COMPANIES & DISTRIBUTORS--4.0%
Mitsubishi Corp. 17,200 326,418
----------
INFORMATION TECHNOLOGY--11.7%
COMPUTERS & PERIPHERALS--1.9%
Toshiba Corp. 41,000 155,482
----------
ELECTRONIC EQUIPMENT & INSTRUMENTS--0.6%
Hitachi Ltd. 15,000 49,998
----------
IT SERVICES--1.5%
IT Holdings Corp. 7,600 124,593
----------
OFFICE ELECTRONICS--2.9%
Canon, Inc. 7,100 235,722
----------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--2.8%
Elpida Memory, Inc.(1) 8,200 85,643
ULVAC, Inc. 6,851 139,834
----------
225,477
----------
SOFTWARE--2.0%
Nintendo Co. Ltd. 600 163,004
----------
MATERIALS--12.3%
CHEMICALS--5.1%
Air Water, Inc. 14,000 145,450
Shin-Etsu Chemical Co. 5,100 267,588
----------
413,038
----------
F1 | OPPENHEIMER BARING JAPAN FUND
STATEMENT OF INVESTMENTS Continued
SHARES VALUE
-------- ----------
CONSTRUCTION MATERIALS--1.7%
Sumitomo Osaka Cement Co. Ltd. 61,000 $ 138,927
----------
METALS & MINING--3.4%
Nippon Steel Corp. 40,000 153,467
Osaka Titanium Technologies Co. Ltd. 3,200 126,500
----------
279,967
----------
PAPER & FOREST PRODUCTS--2.1%
Oji Paper Co. Ltd. 37,000 172,030
----------
TELECOMMUNICATION SERVICES--6.3%
DIVERSIFIED TELECOMMUNICATION SERVICES--1.6%
Nippon Telegraph & Telephone Corp. 3,200 132,997
----------
WIRELESS TELECOMMUNICATION SERVICES--4.7%
NTT DoCoMo, Inc. 199 297,623
Softbank Corp. 4,700 85,889
----------
383,512
----------
SHARES VALUE
-------- ----------
UTILITIES--3.9%
ELECTRIC UTILITIES--2.0%
Tokyo Electric Power Corp. 6,400 $ 160,537
----------
GAS UTILITIES--1.9%
Tokyo Gas Co. Ltd. 43,000 158,015
----------
Total Common Stocks
(Cost $9,509,832) 7,835,318
----------
TOTAL INVESTMENTS, AT VALUE
(COST $9,509,832) 96.1% 7,835,318
----------
OTHER ASSETS NET OF LIABILITIES 3.9 321,835
-------- ----------
NET ASSETS 100.0% $8,157,153
======== ==========
FOOTNOTES TO STATEMENT OF INVESTMENTS
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 investment was determined based on the following
inputs as of May 31, 2009:
INVESTMENTS OTHER FINANCIAL
VALUATION DESCRIPTION IN SECURITIES INSTRUMENTS*
- --------------------- ------------- ---------------
Level 1--Quoted Prices $2,550,040 $--
Level 2--Other Significant Observable Inputs 5,285,278 --
Level 3--Significant Unobservable Inputs -- --
---------- ---
Total $7,835,318 $--
========== ===
* 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 written
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.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F2 | OPPENHEIMER BARING JAPAN FUND
STATEMENT OF ASSETS AND LIABILITIES May 31, 2009
ASSETS
Investments, at value (cost $9,509,832)--see accompanying
statement of investments $ 7,835,318
-----------
Cash 52,796
-----------
Cash--foreign currencies (cost $291,333) 296,623
-----------
Receivables and other assets:
Investments sold 625,143
Dividends 78,638
Shares of beneficial interest sold 395
Other 3,469
-----------
Total assets 8,892,382
===========
LIABILITIES
Payables and other liabilities:
Investments purchased 662,100
Legal, auditing and other professional fees 32,873
Shareholder communications 21,716
Transfer and shareholder servicing agent fees 2,225
Shares of beneficial interest redeemed 1,191
Distribution and service plan fees 836
Custodian fees 441
Trustees' compensation 237
Other 13,610
-----------
Total liabilities 735,229
===========
NET ASSETS $ 8,157,153
===========
COMPOSITION OF NET ASSETS
Par value of shares of beneficial interest $ 1,498
-----------
Additional paid-in capital 15,038,823
-----------
Accumulated net investment income 33,208
-----------
Accumulated net realized loss on investments and foreign currency
transactions (5,249,505)
-----------
Net unrealized depreciation on investments and translation of
assets and liabilities denominated in foreign currencies (1,666,871)
-----------
NET ASSETS $ 8,157,153
===========
F3 | OPPENHEIMER BARING JAPAN FUND
STATEMENT OF ASSETS AND LIABILITIES Continued
NET ASSET VALUE PER SHARE
Class A Shares:
Net asset value and redemption price per share (based on net
assets of $7,182,191 and 1,316,882 shares of beneficial
interest outstanding) $5.45
Maximum offering price per share (net asset value plus sales
charge of 5.75% of offering price) $5.78
-----
Class B Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on
net assets of $303,001 and 56,471 shares of beneficial interest
outstanding) $5.37
-----
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on
net assets of $428,186 and 79,767 shares of beneficial interest
outstanding) $5.37
-----
Class N Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on
net assets of $58,738 and 10,832 shares of beneficial interest
outstanding) $5.42
-----
Class Y Shares:
Net asset value, redemption price and offering price per share
(based on net assets of $185,037 and 33,755 shares of
beneficial interest outstanding) $5.48
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F4 | OPPENHEIMER BARING JAPAN FUND
STATEMENT OF OPERATIONS For the Year Ended May 31, 2009
INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $12,124) $ 161,070
-----------
Interest 2,186
-----------
Other income 120
-----------
Total investment income 163,376
===========
EXPENSES
Management fees 94,846
-----------
Distribution and service plan fees:
Class A 4,932
Class B 3,596
Class C 4,514
Class N 254
-----------
Transfer and shareholder servicing agent fees:
Class A 15,479
Class B 3,016
Class C 3,270
Class N 431
Class Y 1,171
-----------
Shareholder communications:
Class A 18,131
Class B 10,136
Class C 12,903
Class N 1,127
Class Y 114
-----------
Legal, auditing and other professional fees 58,672
-----------
Custodian fees and expenses 1,139
-----------
Trustees' compensation 255
-----------
Other 6,924
-----------
Total expenses 240,910
Less waivers and reimbursements of expenses (83,836)
-----------
Net expenses 157,074
===========
NET INVESTMENT INCOME 6,302
===========
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments (5,584,402)
Foreign currency transactions 1,540,500
-----------
Net realized loss (4,043,902)
-----------
Net change in unrealized appreciation (depreciation) on:
Investments (3,151,976)
Translation of assets and liabilities denominated in foreign
currencies 1,346,556
-----------
Net change in unrealized depreciation (1,805,420)
===========
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(5,843,020)
===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F5 | OPPENHEIMER BARING JAPAN FUND
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED MAY 31 2009 2008
- ----------------- ----------- -----------
OPERATIONS
Net investment income (loss) $ 6,302 $ (10,502)
----------- -----------
Net realized loss (4,043,902) (1,181,613)
----------- -----------
Net change in unrealized appreciation (depreciation) (1,805,420) 397,647
----------- -----------
Net decrease in net assets resulting from operations (5,843,020) (794,468)
=========== ===========
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income:
Class A -- (16,089)
Class B -- --
Class C -- --
Class N -- --
Class Y -- (372)
----------- -----------
-- (16,461)
----------- -----------
Distributions from net realized gain:
Class A -- (41,053)
Class B -- (885)
Class C -- (1,457)
Class N -- (138)
Class Y -- (1,004)
----------- -----------
-- (44,537)
=========== ===========
BENEFICIAL INTEREST TRANSACTIONS
Net increase (decrease) in net assets resulting from beneficial
interest transactions:
Class A (604,840) 2,850,288
Class B (83,903) 579,052
Class C 201,128 416,858
Class N 32,286 53,249
Class Y (216,857) 643,031
----------- -----------
(672,186) 4,542,478
=========== ===========
NET ASSETS
Total increase (decrease) (6,515,206) 3,687,012
----------- -----------
Beginning of period 14,672,359 10,985,347
----------- -----------
End of period (including accumulated net investment income (loss)
of $33,208 and $(1,148), respectively) $ 8,157,153 $14,672,359
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F6 | OPPENHEIMER BARING JAPAN FUND
FINANCIAL HIGHLIGHTS
CLASS A YEAR ENDED MAY 31, 2009 2008 2007(1)
- -------------------------- ------- ------- -------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 9.03 $ 9.81 $ 10.00
------- ------- -------
Income (loss) from investment operations:
Net investment income (loss)(2) .01 (.01) .01
Net realized and unrealized loss (3.59) (.73) (.20)
------- ------- -------
Total from investment operations (3.58) (.74) (.19)
------- ------- -------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- (.01) --
Distributions from net realized gain -- (.03) --
------- ------- -------
Total dividends and/or distributions to shareholders -- (.04) --
------- ------- -------
Net asset value, end of period $ 5.45 $ 9.03 $ 9.81
======= ======= =======
TOTAL RETURN, AT NET ASSET VALUE(3) (39.65)% (7.46)% (1.90)%
======= ======= =======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 7,182 $12,815 $10,800
------- ------- -------
Average net assets (in thousands) $ 8,259 $10,919 $10,558
------- ------- -------
Ratios to average net assets:(4)
Net investment income (loss) 0.14% (0.07)% 0.16%
Total expenses 2.18% 1.54% 2.21%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses 1.60% 1.53% 1.60%
------- ------- -------
Portfolio turnover rate 84% 60% 24%
(1.) For the period from January 31, 2007 (commencement of operations) to May
31, 2007.
(2.) Per share amounts calculated based on the average shares outstanding during
the period.
(3.) 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.
(4.) Annualized for periods less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F7 | OPPENHEIMER BARING JAPAN FUND
FINANCIAL HIGHLIGHTS Continued
CLASS B YEAR ENDED MAY 31, 2009 2008 2007(1)
- -------------------------- ------- ------ -------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 8.94 $ 9.79 $10.00
------- ------ ------
Income (loss) from investment operations:
Net investment loss(2) (.04) (.08) (.01)
Net realized and unrealized loss (3.53) (.74) (.20)
------- ------ ------
Total from investment operations (3.57) (.82) (.21)
------- ------ ------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- --
Distributions from net realized gain -- (.03) --
------- ------ ------
Total dividends and/or distributions to shareholders -- (.03) --
------- ------ ------
Net asset value, end of period $ 5.37 $ 8.94 $ 9.79
======= ====== ======
TOTAL RETURN, AT NET ASSET VALUE(3) (39.93)% (8.33)% (2.10)%
======= ====== ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 303 $ 629 $ 61
------- ------ ------
Average net assets (in thousands) $ 359 $ 216 $ 63
------- ------ ------
Ratios to average net assets:(4)
Net investment loss (0.66)% (0.91)% (0.19)%
Total expenses 6.34% 3.99% 10.73%(5)
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses 2.35% 2.35% 2.35%
------- ------ ------
Portfolio turnover rate 84% 60% 24%
(1.) For the period from January 31, 2007 (commencement of operations) to May
31, 2007.
(2.) Per share amounts calculated based on the average shares outstanding during
the period.
(3.) 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
(4.) Annualized for periods less than one full year.
(5.) The fiscal 2007 total expenses ratio is higher due to the Fund's limited
operating history.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F8 | OPPENHEIMER BARING JAPAN FUND
CLASS C YEAR ENDED MAY 31, 2009 2008 2007(1)
- -------------------------- ------- ------ -------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 8.95 $ 9.79 $10.00
------- ------ ------
Income (loss) from investment operations:
Net investment loss(2) (.04) (.07) (.01)
Net realized and unrealized loss (3.54) (.74) (.20)
------- ------ ------
Total from investment operations (3.58) (.81) (.21)
------- ------ ------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- --
Distributions from net realized gain -- (.03) --
------- ------ ------
Total dividends and/or distributions to shareholders -- (.03) --
------- ------ ------
Net asset value, end of period $ 5.37 $ 8.95 $ 9.79
======= ====== ======
TOTAL RETURN, AT NET ASSET VALUE(3) (40.00)% (8.23)% (2.10)%
======= ====== ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 428 $ 513 $ 119
------- ------ ------
Average net assets (in thousands) $ 454 $ 299 $ 56
------- ------ ------
Ratios to average net assets:(4)
Net investment loss (0.66)% (0.83)% (0.31)%
Total expenses 6.29% 3.32% 12.13%(5)
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses 2.35% 2.35% 2.35%
------- ------ ------
Portfolio turnover rate 84% 60% 24%
(1.) For the period from January 31, 2007 (commencement of operations) to May
31, 2007.
(2.) Per share amounts calculated based on the average shares outstanding during
the period.
(3.) 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.
(4.) Annualized for periods less than one full year.
(5.) The fiscal 2007 total expenses ratio is higher due to the Fund's limited
operating history.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F9 | OPPENHEIMER BARING JAPAN FUND
FINANCIAL HIGHLIGHTS Continued
CLASS N YEAR ENDED MAY 31, 2009 2008 2007(1)
- -------------------------- ------- ------ -------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 9.00 $ 9.80 $10.00
------- ------ ------
Income (loss) from investment operations:
Net investment loss(2) (.02) (.02) (.03)
Net realized and unrealized loss (3.56) (.75) (.17)
------- ------ ------
Total from investment operations (3.58) (.77) (.20)
------- ------ ------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- --
Distributions from net realized gain -- (.03) --
------- ------ ------
Total dividends and/or distributions to shareholders -- (.03) --
------- ------ ------
Net asset value, end of period $ 5.42 $ 9.00 $ 9.80
======= ====== ======
TOTAL RETURN, AT NET ASSET VALUE(3) (39.78)% (7.81)% (2.00)%
======= ====== ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 59 $ 57 $ 4
------- ------ ------
Average net assets (in thousands) $ 51 $ 29 $ 2
------- ------ ------
Ratios to average net assets:(4)
Net investment loss (0.25)% (0.27)% (0.85)%
Total expenses 5.29% 5.39% 2.92%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses 1.85% 1.85% 1.85%
------- ------ ------
Portfolio turnover rate 84% 60% 24%
(1.) For the period from January 31, 2007 (commencement of operations) to May
31, 2007.
(2.) Per share amounts calculated based on the average shares outstanding during
the period.
(3.) 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.
(4.) Annualized for periods less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F10 | OPPENHEIMER BARING JAPAN FUND
CLASS Y YEAR ENDED MAY 31, 2009 2008 2007(1)
- -------------------------- ------- ------ -------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 9.05 $ 9.81 $10.00
------- ------ ------
Income (loss) from investment operations:
Net investment income(2) .01 .04 .01
Net realized and unrealized loss (3.58) (.76) (.20)
------- ------ ------
Total from investment operations (3.57) (.72) (.19)
------- ------ ------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- (.01) --
Distributions from net realized gain -- (.03) --
------- ------ ------
Total dividends and/or distributions to shareholders -- (.04) --
------- ------ ------
Net asset value, end of period $ 5.48 $ 9.05 $ 9.81
======= ====== ======
TOTAL RETURN, AT NET ASSET VALUE(3) (39.45)% (7.27)% (1.90)%
======= ====== ======
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 185 $ 658 $ 1
------- ------ ------
Average net assets (in thousands) $ 361 $ 265 $ 1
------- ------ ------
Ratios to average net assets:(4)
Net investment income 0.16% 0.50% 0.30%
Total expenses 1.96% 1.39% 1.86%
Expenses after payments, waivers and/or
reimbursements and reduction to custodian
expenses 1.35% 1.35% 1.35%
------- ------ ------
Portfolio turnover rate 84% 60% 24%
(1.) For the period from January 31, 2007 (commencement of operations) to May
31, 2007.
(2.) Per share amounts calculated based on the average shares outstanding during
the period.
(3.) 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.
(4.) Annualized for periods less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
F11 | OPPENHEIMER BARING JAPAN FUND
NOTES TO FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Baring Japan Fund (the "Fund"), is an open-end management investment
company registered 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 Asset Management, Inc.
(the "Sub-Adviser"). As of May 31, 2009, the Manager owned approximately 77% of
the Fund's Class A shares.
The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class A shares are sold at their offering price, which is normally net asset
value plus a front-end sales charge. Class B, Class C and Class N shares are
sold without a front-end sales charge but may be subject to a contingent
deferred sales charge ("CDSC"). Class N shares are sold only through retirement
plans. Retirement plans that offer Class N shares may impose charges on those
accounts. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC, however, the institutional investor
may impose charges on those accounts. All classes of shares have identical
rights and voting privileges with respect to the Fund in general and exclusive
voting rights on matters that affect that class alone. Earnings, net assets and
net asset value per share may differ due to each class having its own expenses,
such as transfer and shareholder servicing agent fees and shareholder
communications, directly attributable to that class. Class A, B, C and N have
separate distribution and/or service plans. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares 72
months after the date of purchase. Prior to January 1, 2009, the Fund assessed a
2% fee on the proceeds of fund shares that were redeemed (either by selling or
exchanging to another Oppenheimer fund) within 30 days of their purchase. The
fee, which was retained by the Fund, is accounted for as an addition to paid-in
capital.
The following is a summary of significant accounting policies consistently
followed by the Fund.
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.
F12 | OPPENHEIMER BARING JAPAN FUND
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 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
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.
F13 | OPPENHEIMER BARING JAPAN FUND
NOTES TO FINANCIAL STATEMENTS Continued
1. SIGNIFICANT ACCOUNTING POLICIES Continued
Fair valued securities may be classified as "Level 3" if the Manager's own
assumptions about the inputs that market participants would use in valuing such
securities are significant to the fair value.
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.
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.
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
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.
The tax components of capital shown in the following table represent
distribution requirements the Fund must satisfy under the income tax
regulations, losses the Fund may be able to offset against income and gains
realized in future years and unrealized appreciation or depreciation of
securities and other investments for federal income tax purposes.
F14 | OPPENHEIMER BARING JAPAN FUND
NET UNREALIZED
DEPRECIATION
BASED ON COST OF
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD(1, 2, 3, 4) TAX PURPOSES
- -------------- ------------- ------------------------ -----------------
$34,390 $-- $5,068,975 $1,848,383
(1.) As of May 31, 2009, the Fund had $2,198,933 of net capital loss
carryforwards available to offset future realized capital gains, if any,
and thereby reduce future taxable gain distributions. As of May 31, 2009,
details of the capital loss carryforwards were as follows:
EXPIRING
- --------
2016 $ 266,942
2017 1,931,991
----------
Total $2,198,933
==========
(2.) As of May 31, 2009, the Fund had $2,870,042 of post-October losses
available to offset future realized capital gains, if any. Such losses, if
unutilized, will expire in 2018.
(3.) During the fiscal year ended May 31, 2009, the Fund did not utilize any
capital loss carryforward.
(4.) During the fiscal year ended May 31, 2008, the Fund did not utilize any
capital loss carryforward.
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.
Accordingly, the following amounts have been reclassified for May 31, 2009. Net
assets of the Fund were unaffected by the reclassifications.
INCREASE TO
INCREASE TO ACCUMULATED
REDUCTION TO ACCUMULATED NET NET REALIZED LOSS
PAID-IN CAPITAL INVESTMENT INCOME ON INVESTMENTS
- --------------- ----------------- -----------------
$13,272 $28,054 $14,782
The tax character of distributions paid during the years ended May 31, 2009 and
May 31, 2008 was as follows:
YEAR ENDED YEAR ENDED
MAY 31, 2009 MAY 31, 2008
------------ ------------
Distributions paid from:
Ordinary income $-- $60,998
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 May 31, 2009 are noted in the following table.
The primary difference between book and tax appreciation or depreciation of
securities and other investments,
F15 | OPPENHEIMER BARING JAPAN FUND
NOTES TO FINANCIAL STATEMENTS Continued
1. SIGNIFICANT ACCOUNTING POLICIES Continued
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 $ 9,691,344
Federal tax cost of other
investments 291,333
-----------
Total federal tax cost $ 9,982,677
===========
Gross unrealized appreciation $ 226,410
Gross unrealized depreciation (2,074,793)
-----------
Net unrealized depreciation $(1,848,383)
===========
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.
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
F16 | OPPENHEIMER BARING JAPAN FUND
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 of each class. Transactions in shares of beneficial interest
were as follows:
YEAR ENDED YEAR ENDED
MAY 31, 2009 MAY 31, 2008
---------------------- ----------------------
SHARES AMOUNT SHARES AMOUNT
-------- ----------- -------- -----------
CLASS A
Sold 393,271 $ 2,563,471 448,037 $ 3,945,197
Dividends and/or
distributions reinvested -- -- 1,087 9,348
Redeemed (495,762) (3,168,311)(1) (130,659) (1,104,257)(2)
-------- ----------- -------- -----------
Net increase (decrease) (102,491) $ (604,840) 318,465 $ 2,850,288
======== =========== ======== ===========
CLASS B
Sold 33,976 $ 217,355 90,906 $ 818,494
Dividends and/or
distributions reinvested -- -- 94 809
Redeemed (47,850) (301,258)(1) (26,931) (240,251)(2)
-------- ----------- -------- -----------
Net increase (decrease) (13,874) $ (83,903) 64,069 $ 579,052
======== =========== ======== ===========
CLASS C
Sold 79,890 $ 518,685 83,041 $ 747,853
Dividends and/or
distributions reinvested -- -- 169 1,444
Redeemed (57,480) (317,557)(1) (37,970) (332,439)(2)
-------- ----------- -------- -----------
Net increase 22,410 $ 201,128 45,240 $ 416,858
======== =========== ======== ===========
F17 | OPPENHEIMER BARING JAPAN FUND
NOTES TO FINANCIAL STATEMENTS Continued
2. SHARES OF BENEFICIAL INTEREST Continued
YEAR ENDED YEAR ENDED
MAY 31, 2009 MAY 31, 2008
------------------- -------------------
SHARES AMOUNT SHARES AMOUNT
------- --------- ------- ---------
CLASS N
Sold 8,902 $ 61,182 7,177 $ 64,067
Dividends and/or
distributions reinvested -- -- 16 134
Redeemed (4,439) (28,896)(1) (1,258) (10,952)(2)
------- --------- ------- ---------
Net increase 4,463 $ 32,286 5,935 $ 53,249
======= ========= ======= =========
CLASS Y
Sold 38,808 $ 320,312 102,943 $ 912,189
Dividends and/or
distributions reinvested -- -- 159 1,371
Redeemed (77,777) (537,169)(1) (30,478) (270,529)(2)
------- --------- ------- ---------
Net increase (decrease) (38,969) $(216,857) 72,624 $ 643,031
======= ========= ======= =========
(1.) Net of redemption fees of $817, $36, $45, $5 and $36 for Class A, Class B,
Class C, Class N and Class Y shares, respectively.
(2.) Net of redemption fees of $221, $4, $6, $1 and $5 for Class A, Class B,
Class C, Class N and Class Y shares, respectively.
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended May 31, 2009, were as follows:
PURCHASES SALES
---------- ----------
Investment securities $8,131,142 $7,939,606
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT FEES. Under the investment advisory agreement, the Fund pays the
Manager a management fee based on the daily net assets of the Fund at an annual
rate as shown in the following table:
FEE SCHEDULE
- ------------
Up to $250 million 1.00%
Next $250 million 0.95
Next $500 million 0.90
Over $1.0 billion 0.85
SUB-ADVISER FEES. The Manager retains the Sub-Adviser to provide the day-to-day
portfolio management of the Fund. The Manager pays the Sub-Adviser an annual fee
equal to 40% of the management fee received by the Manager from the Fund. For
the year ended May 31, 2009, the Manager paid $22,666 to the Sub-Adviser for its
services to 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 year ended May 31, 2009, the Fund paid
$18,167 to OFS for services to the Fund.
F18 | OPPENHEIMER BARING JAPAN FUND
Additionally, Class Y shares are subject to minimum fees of $10,000
annually for assets of $10 million or more. The Class Y shares are subject to
the minimum fees in the event that the per account fee does not equal or exceed
the applicable minimum fees. OFS may voluntarily waive the minimum fees.
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 classes of shares.
SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan (the
"Plan") for Class A shares under Rule 12b-1 of the Investment Company Act of
1940. Under the Plan, the Fund reimburses the Distributor for a portion of its
costs incurred for services provided to accounts that hold Class A shares.
Reimbursement is made periodically at an annual rate of up to 0.25% of the
average annual net assets of Class A shares of the Fund. The Distributor
currently uses all of those fees to pay dealers, brokers, banks and other
financial institutions periodically for providing personal service and
maintenance of accounts of their customers that hold Class A shares. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares in
any fiscal year cannot be recovered in subsequent periods. Fees incurred by the
Fund under the Plan are detailed in the Statement of Operations.
DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund
has adopted Distribution and Service Plans (the "Plans") for Class B, Class C
and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to
compensate the Distributor for its services in connection with the distribution
of those shares and servicing accounts. Under the Plans, the Fund pays the
Distributor an annual asset-based sales charge of 0.75% on Class B and Class C
shares and 0.25% on Class N shares. The Distributor also receives a service fee
of 0.25% per year under each plan. If either the Class B, Class C or Class N
plan is terminated by the Fund or by the shareholders of a class, the Board of
Trustees and its independent trustees must determine whether the Distributor
shall be entitled to payment from the Fund of all or a portion of the service
fee and/or asset-based sales charge in respect to shares sold prior to the
effective date of such termination. Fees incurred by the Fund under the Plans
are detailed in the Statement of Operations. The Distributor's aggregate
uncompensated expenses under the Plans at March 31, 2009 were as follows:
Class B $5,418
Class C 5,839
Class N 481
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
("CDSC") do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the following table for the period
indicated.
F19 | OPPENHEIMER BARING JAPAN FUND
NOTES TO FINANCIAL STATEMENTS Continued
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
CLASS A CLASS B CLASS C CLASS N
CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT
FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED
SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES
RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY
YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR
- ------------ ------------- ------------- ------------- ------------- ------------
May 31, 2009 $1,706 $300 $2,471 $156 $--
WAIVERS AND REIMBURSEMENTS OF EXPENSES. The Manager has agreed to waive its
management fees and/or reimburse expenses such that "Expenses after waivers,
payments and/or reimbursements and reduction to custodian expenses" will not
exceed 1.60% for Class A shares, 2.35% for Class B shares and Class C shares,
1.85% for Class N shares and 1.35% for Class Y shares, respectively. During the
year ended May 31, 2009, the Manager reimbursed the Fund $41,745, $12,338,
$15,848, $1,457 and $1,416 for Class A, Class B, Class C, Class N and Class Y
shares, respectively. These undertakings are voluntary and may be amended or
withdrawn at any time.
The Manager has agreed to reimburse the Fund certain costs incurred by the
Fund in connection with the pending reorganization as described below. During
the year ended May 31, 2009, the Manager reimbursed the Fund $6,664 for
reorganization-related costs.
OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees for all classes to 0.35% of average annual net assets per class. This
undertaking may be amended or withdrawn at any time.
During the year ended May 31, 2009, OFS waived transfer and shareholder
servicing agent fees as follows:
Class A $ 27
Class B 1,768
Class C 1,693
Class N 254
Class Y 626
5. FOREIGN CURRENCY EXCHANGE CONTRACTS
The Fund may enter into current and forward foreign currency exchange contracts
for the purchase or sale of a foreign currency at a negotiated rate at a future
date.
Foreign currency exchange contracts are reported on a schedule following
the Statement of Investments. These contracts will be valued daily based upon
the closing prices of the 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.
The Fund has purchased and sold foreign currency exchange contracts of
different currencies in order to acquire currencies to pay for related foreign
securities purchase
F20 | OPPENHEIMER BARING JAPAN FUND
transactions, or to convert foreign currencies to U.S. dollars from related
foreign securities sale transactions. These foreign currency exchange contracts
are negotiated at the current spot exchange rate with settlement typically
within two business days thereafter.
Additional associated risk to the Fund includes counterparty credit risk.
Counterparty credit risk arises from the possibility that the counterparty will
default. If the counter-party defaults, the Fund's loss will consist of the net
amount of contractual payments that the Fund has not yet received.
As of May 31, 2009, the Fund had no outstanding forward contracts.
6. PENDING AGREEMENT AND PLAN OF REORGANIZATION
The Board of Trustees of the Fund has determined that it is in the best interest
of the Fund's shareholders that the Fund reorganize with and into Oppenheimer
International Growth Fund ("International Growth"). The Fund's Board unanimously
approved an Agreement and Plan of Reorganization (the "Agreement") to be entered
into between the Fund and International Growth. Pursuant to the Agreement,
International Growth will acquire substantially all of the assets and assume
certain liabilities of the Fund in exchange for shares of International Growth
(the "Reorganization"). If the Reorganization takes place, Fund shareholders
will receive shares of International Growth equal in value to the value of the
net assets of the shares of the Fund they held immediately prior to the
Reorganization. Following the Reorganization, the Fund will liquidate, dissolve
and terminate its registration as an investment company under the Investment
Company Act of 1940.
The Reorganization is conditioned upon, among other things, approval by the
Fund's shareholders. The shareholder meeting is scheduled for July 31, 2009. If
approved by the shareholders and certain conditions required by the Agreement
are satisfied, the Reorganization is expected to take place on or about August
7, 2009.
7. PENDING LITIGATION
During 2009, a number of complaints have been filed in federal courts against
the Manager, the Distributor, and certain of the funds in the Oppenheimer family
of funds (the "Defendant Funds") advised by the Manager and distributed by the
Distributor. The complaints naming the Defendant Funds also name certain
officers, trustees and former trustees of the respective Defendant Funds. The
plaintiffs seek class action status on behalf of purchasers of shares of the
respective Defendant Fund during a particular time period. The complaints
against the Defendant Funds raise claims under federal securities laws alleging
that, among other things, the disclosure documents of the respective Defendant
Fund contained misrepresentations and omissions, that such Defendant Fund's
investment policies were not followed, and that such Defendant Fund and the
other defendants violated federal securities laws and regulations. The
plaintiffs seek unspecified damages, equitable relief and an award of attorneys'
fees and litigation expenses. Additionally, a complaint has been brought in
state court against the Manager, the Distributor and another subsidiary of the
Manager (but not the Fund), on behalf of the Oregon College Savings Plan Trust.
The complaint alleges breach of contract, breach of
F21 | OPPENHEIMER BARING JAPAN FUND
NOTES TO FINANCIAL STATEMENTS Continued
7. PENDING LITIGATION Continued
fiduciary duty, negligence and violation of state securities laws, and seeks
compensatory damages, equitable relief and an award of attorneys' fees and
litigation expenses.
Other complaints have been filed in 2008 and 2009 in state and federal
courts, by investors who made investments through an affiliate of the Manager,
against the Manager and certain of its affiliates. Those complaints relate to
the alleged investment fraud perpetrated by Bernard Madoff and his firm ("Madoff
") and allege a variety of claims including breach of fiduciary duty, fraud,
negligent misrepresentation, unjust enrichment, and violation of federal and
state securities laws and regulations, among others. They seek unspecified
damages, equitable relief, and an award of attorneys' fees and litigation
expenses. None of the suits have named the Distributor, any of the Oppenheimer
mutual funds or any of their independent Trustees or Directors. None of the
Oppenheimer funds invested in any funds or accounts managed by Madoff.
The Manager believes that the lawsuits described above are without legal
merit and intends to defend them vigorously. The Defendant Funds' Boards of
Trustees have also engaged counsel to defend the suits vigorously on behalf of
those Funds, their boards and the Trustees named in those suits. The Manager
believes that it is premature to render any opinion as to the likelihood of an
outcome unfavorable to it and that no estimate can be made with any degree of
certainty as to the amount or range of any potential loss. The Manager also
believes that these suits should not impair the ability of the Manager or the
Distributor to perform their respective duties to the Fund.
F22 | OPPENHEIMER BARING JAPAN FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER BARING JAPAN FUND:
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Baring Japan Fund, including the statement of investments, as of May
31, 2009, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year period
then ended, and the financial highlights for each of the years in the two-year
period then ended and for the period January 31, 2007 (commencement of
operations) to May 31, 2007. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of May 31, 2009, by correspondence with the
custodian and brokers or by other appropriate auditing procedures where replies
from brokers were not received. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Baring Japan Fund as of May 31, 2009, the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two-year period then ended, and the financial highlights for each of the
years in the two-year period then ended and for the period January 31, 2007
(commencement of operations) to May 31, 2007, in conformity with U.S. generally
accepted accounting principles.
KPMG LLP
Denver, Colorado
July 20, 2009
F23 | OPPENHEIMER BARING JAPAN FUND
THIS PAGE INTENTIONALLY LEFT BLANK.
F24 | OPPENHEIMER BARING JAPAN FUND
FEDERAL INCOME TAX INFORMATION Unaudited
In early 2009, if applicable, shareholders of record received information
regarding all dividends and distributions paid to them by the Fund during
calendar year 2008. Regulations of the U.S. Treasury Department require the Fund
to report this information to the Internal Revenue Service.
None of the dividends paid by the Fund during the fiscal year ended May 31,
2009 are eligible for the corporate dividend-received deduction.
A portion, if any, of the dividends paid by the Fund during the fiscal year
ended May 31, 2009 which are not designated as capital gain distributions are
eligible for lower individual income tax rates to the extent that the Fund has
received qualified dividend income as stipulated by recent tax legislation.
$171,449 of the Fund's fiscal year taxable income may be eligible for the lower
individual income tax rates. In early 2009, shareholders of record received
information regarding the percentage of distributions that are eligible for
lower individual income tax rates.
Recent tax legislation allows a regulated investment company to designate
distributions not designated as capital gain distributions, as either interest
related dividends or short-term capital gain dividends, both of which are exempt
from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal
year ended May 31, 2009, $541 or 4.20% of the ordinary distributions paid by the
Fund qualifies as an interest related dividend.
The Fund has elected the application of Section 853 of the Internal Revenue
Code to permit shareholders to take a federal income tax credit or deduction, at
their option, on a per share basis for an aggregate amount of $12,902 of foreign
income taxes paid by the Fund during the fiscal year ended May 31, 2009. A
separate notice will be mailed to each shareholder, which will reflect the
proportionate share of such foreign taxes which must be treated by shareholders
as gross income for federal income tax purposes.
Gross income of $55,771 was derived from sources within foreign countries
or possessions of the United States.
The foregoing information is presented to assist shareholders in reporting
distributions received from the Fund to the Internal Revenue Service. Because of
the complexity of the federal regulations which may affect your individual tax
return and the many variations in state and local tax regulations, we recommend
that you consult your tax advisor for specific guidance.
21 | OPPENHEIMER BARING JAPAN 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.
HOUSEHOLDING--DELIVERY OF SHAREHOLDER DOCUMENTS
This is to inform you about OppenheimerFunds' "householding" policy. If more
than one member of your household maintains an account in a particular fund,
OppenheimerFunds will mail only one copy of the fund's prospectus, annual and
semiannual report and privacy policy. The consolidation of these mailings,
called householding, benefits your fund through reduced mailing expense, and
benefits you by reducing the volume of mail you receive from OppenheimerFunds.
Householding does not affect the delivery of your account statements.
Please note that we will continue to household these mailings for as long
as you remain an OppenheimerFunds shareholder, unless you request otherwise. If
you prefer to receive multiple copies of these materials, please call us at
1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We
will begin sending you individual copies of the prospectus, reports and privacy
policy within 30 days of receiving your request to stop householding.
22 | OPPENHEIMER BARING JAPAN FUND
TRUSTEES AND OFFICERS Unaudited
NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS;
THE FUND, LENGTH OF SERVICE, OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD; NUMBER OF
AGE PORTFOLIOS IN THE FUND COMPLEX CURRENTLY OVERSEEN
BRIAN F. WRUBLE, Chairman (since August 2007) and Trustee (since
Chairman of the Board August 1991) of the Board of Trustees of The
of Trustees (since 2007) and Jackson Laboratory (non-profit); Director of
Trustee (since 2006) Special Value Opportunities Fund, LLC (registered
Age: 66 investment company) (affiliate of the Manager's
parent company) (since September 2004); Member of
Zurich Financial Investment Management Advisory
Council (insurance) (since 2004); Treasurer and
Trustee of the Institute for Advanced Study
(non-profit educational institute) (since May
1992); General Partner of Odyssey Partners, L.P.
(hedge fund) (September 1995-December 2007);
Special Limited Partner of Odyssey Investment
Partners, LLC (private equity investment)
(January 1999-September 2004). Oversees 64
portfolios in the OppenheimerFunds complex.
DAVID K. DOWNES, Independent Chairman GSK Employee Benefit Trust
Trustee (since 2007) (since April 2006); Director of Correctnet (since
Age: 69 January 2006); Trustee of Employee Trusts (since
January 2006); Chief Executive Officer and Board
Member of CRAFund Advisors, Inc. (investment
management company) (since January 2004);
Director of Internet Capital Group (information
technology company) (since October 2003);
Independent Chairman of the Board of Trustees of
Quaker Investment Trust (registered investment
company) (2004-2007); President of The Community
Reinvestment Act Qualified Investment Fund
(investment management company) (2004-2007);
Chief Operating Officer and Chief Financial
Officer of Lincoln National Investment Companies,
Inc. (subsidiary of Lincoln National Corporation,
a publicly traded company) and Delaware
Investments U.S., Inc. (investment management
subsidiary of Lincoln National Corporation)
(1993-2003); President, Chief Executive Officer
and Trustee of Delaware Investment Family of
Funds (1993-2003); President and Board Member of
Lincoln National Convertible Securities Funds,
Inc. and the Lincoln National Income Funds, TDC
(1993-2003); Chairman and Chief Executive Officer
of Retirement Financial Services, Inc.
(registered transfer agent and investment adviser
and subsidiary of Delaware Investments U.S.,
Inc.) (1993-2003); President and Chief Executive
Officer of Delaware Service Company, Inc.
(1995-2003); Chief Administrative Officer, Chief
Financial Officer, Vice Chairman and Director of
Equitable Capital Management Corporation
(investment subsidiary of Equitable Life
Assurance Society) (1985-1992); Corporate
Controller of Merrill Lynch & Company (financial
services holding company) (1977-1985); held the
following positions at the Colonial Penn Group,
Inc. (insurance company): Corporate Budget
Director (1974-1977), Assistant Treasurer
(1972-1974) and Director of Corporate Taxes
(1969-1972); held the following positions at
Price Waterhouse & Company (financial services
firm): Tax Manager (1967-1969), Tax Senior
(1965-1967) and Staff Accountant (1963-1965);
United States Marine Corps (1957-1959). Oversees
64 portfolios in the OppenheimerFunds complex.
MATTHEW P. FINK, Trustee of the Committee for Economic Development
Trustee (since 2006) (policy research foundation) (since 2005);
Age: 68 Director of ICI Education Foundation (education
foundation) (October 1991-August 2006); President
of the Investment Company Institute (trade
association) (October 1991-June 2004); Director
of ICI Mutual Insurance Company (insurance
company) (October 1991-June 2004). Oversees 54
portfolios in the OppenheimerFunds complex.
PHILLIP A. GRIFFITHS, Fellow of the Carnegie Corporation (since 2007);
Trustee (since 2006) Distinguished Presidential Fellow for
Age: 70 International Affairs (since 2002) and Member
(since 1979) of the National Academy of Sciences;
Council on Foreign Relations (since 2002);
Director of GSI Lumonics Inc. (precision
technology products company) (since 2001); Senior
Advisor of The Andrew W. Mellon Foundation (since
2001); Chair of Science Initiative Group (since
1999); Member of the American Philosophical
Society
23 | OPPENHEIMER BARING JAPAN FUND
TRUSTEES AND OFFICERS Unaudited / Continued
PHILLIP A. GRIFFITHS, (since 1996); Trustee of Woodward Academy (since
Continued 1983); Foreign Associate of Third World Academy
of Sciences; Director of the Institute for
Advanced Study (1991-2004); Director of Bankers
Trust New York Corporation (1994-1999); Provost
at Duke University (1983-1991). Oversees 54
portfolios in the OppenheimerFunds complex.
MARY F. MILLER, Trustee of International House (not-for-profit)
Trustee (since 2006) (since June 2007); Trustee of the American
Age: 66 Symphony Orchestra (not-for-profit) (since
October 1998); and Senior Vice President and
General Auditor of American Express Company
(financial services company) (July 1998-February
2003). Oversees 54 portfolios in the
OppenheimerFunds complex.
JOEL W. MOTLEY, Managing Director of Public Capital Advisors, LLC
Trustee (since 2006) (privately held financial advisor) (since January
Age: 57 2006); Managing Director of Carmona Motley, Inc.
(privately-held financial advisor) (since January
2002); Director of Columbia Equity Financial
Corp. (privately-held financial advisor)
(2002-2007); Managing Director of Carmona Motley
Hoffman Inc. (privately-held financial advisor)
(January 1998-December 2001); Member of the
Finance and Budget Committee of the Council on
Foreign Relations, Member of the Investment
Committee of the Episcopal Church of America,
Member of the Investment Committee and Board of
Human Rights Watch and Member of the Investment
Committee of Historic Hudson Valley. Oversees 54
portfolios in the OppenheimerFunds complex.
MARY ANN TYNAN, Vice Chair of Board of Trustees of Brigham and
Trustee (since 2008) Women's/Faulkner Hospital (non-profit hospital)
Age: 63 (since 2000); Chair of Board of Directors of
Faulkner Hospital (non-profit hospital) (since
1990); Member of Audit and Compliance Committee
of Partners Health Care System (non-profit)
(since 2004); Board of Trustees of Middlesex
School (educational institution) (since 1994);
Board of Directors of Idealswork, Inc. (financial
services provider) (since 2003); Partner, Senior
Vice President and Director of Regulatory Affairs
of Wellington Management Company, LLP (global
investment manager) (1976 to 2002); Vice
President and Corporate Secretary, John Hancock
Advisers, Inc. (mutual fund investment adviser)
(1970-1976). Oversees 57 portfolios in the
OppenheimerFunds complex.
JOSEPH M. WIKLER, Director of C-TASC (bio-statistics services
Trustee (since 2006) (since 2007); Director of the following medical
Age: 68 device companies: Medintec (since 1992) and
Cathco (since 1996); Member of the Investment
Committee of the Associated Jewish Charities of
Baltimore (since 1994); Director of Lakes
Environmental Association (environmental
protection organization) (1996-2008); Director of
Fortis/Hartford mutual funds (1994-December
2001). Oversees 54 portfolios in the
OppenheimerFunds complex.
PETER I. WOLD, Director and Chairman of Wyoming Enhanced Oil
Trustee (since 2006) Recovery Institute Commission (enhanced oil
Age: 61 recovery study) (since 2004); President of Wold
Oil Properties, Inc. (oil and gas exploration and
production company) (since 1994); Vice President
of American Talc Company, Inc. (talc mining and
milling) (since 1999); Managing Member of
Hole-in-the-Wall Ranch (cattle ranching) (since
1979); Director and Chairman of the Denver Branch
of the Federal Reserve Bank of Kansas City
(1993-1999); and Director of PacifiCorp.
(electric utility) (1995-1999). Oversees 54
portfolios in the OppenheimerFunds complex.
INTERESTED TRUSTEE THE ADDRESS OF MR. REYNOLDS IS 6803 S. TUCSON
WAY, CENTENNIAL, COLORADO 80112-3924. MR.
REYNOLDS SERVES FOR AN INDEFINITE TERM, OR UNTIL
HIS RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
MR. REYNOLDS IS AN "INTERESTED TRUSTEE" BECAUSE
OF A POTENTIAL CONSULTING RELATIONSHIP BETWEEN
RSR PARTNERS, WHICH MR. REYNOLDS MAY BE DEEMED TO
CONTROL, AND THE MANAGER.
24 | OPPENHEIMER BARING JAPAN FUND
RUSSELL S. REYNOLDS, JR., Chairman of RSR Partners (formerly "The
Trustee (since 2006) Directorship Search Group, Inc.") (corporate
Age: 77 governance consulting and executive recruiting)
(since 1993); Retired CEO of Russell Reynolds
Associates (executive recruiting) (October
1969-March 1993); Life Trustee of International
House (non-profit educational organization);
Former Trustee of The Historical Society of the
Town of Greenwich; Former Director of Greenwich
Hospital Association. Oversees 54 portfolios in
the OppenheimerFunds complex.
INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IS TWO WORLD FINANCIAL
AND OFFICER CENTER, 225 LIBERTY STREET, 11TH FLOOR, NEW YORK,
NEW YORK 10281-1008. MR. MURPHY SERVES AS A
TRUSTEE FOR AN INDEFINITE TERM, OR UNTIL HIS
RESIGNATION, RETIREMENT, DEATH OR REMOVAL AND AS
AN OFFICER FOR AN INDEFINITE TERM, OR UNTIL HIS
RESIGNATION, RETIREMENT, DEATH OR REMOVAL. MR.
MURPHY IS AN INTERESTED TRUSTEE DUE TO HIS
POSITIONS WITH OPPENHEIMERFUNDS, INC. AND ITS
AFFILIATES.
JOHN V. MURPHY, Chairman and Director of the Manager (since June
President and Principal 2001); Chief Executive Officer of the Manager
Executive Officer and (June 2001-December 2008); President of the
Trustee (since 2006) Manager (September 2000-February 2007); President
Age: 59 and director or trustee of other Oppenheimer
funds; President and Director of Oppenheimer
Acquisition Corp. ("OAC") (the Manager's parent
holding company) and of Oppenheimer Partnership
Holdings, Inc. (holding company subsidiary of the
Manager) (since July 2001); Director of
OppenheimerFunds Distributor, Inc. (subsidiary of
the Manager) (November 2001-December 2006);
Chairman and Director of Shareholder Services,
Inc. and of Shareholder Financial Services, Inc.
(transfer agent subsidiaries of the Manager)
(since July 2001); President and Director of
OppenheimerFunds Legacy Program (charitable trust
program established by the Manager) (since July
2001); Director of the following investment
advisory subsidiaries of the Manager: OFI
Institutional Asset Management, Inc., Centennial
Asset Management Corporation and Trinity
Investment Management Corporation (since November
2001), HarbourView Asset Management Corporation
and OFI Private Investments, Inc. (since July
2001); President (since November 2001) and
Director (since July 2001) of Oppenheimer Real
Asset Management, Inc.; Executive Vice President
of Massachusetts Mutual Life Insurance Company
(OAC's parent company) (since February 1997);
Director of DLB Acquisition Corporation (holding
company parent of Babson Capital Management LLC)
(since June 1995); Chairman (since October 2007)
and Member of the Investment Company Institute's
Board of Governors (since October 2003). Oversees
102 portfolios in the OppenheimerFunds complex.
OTHER OFFICERS OF THE ADDRESSES OF THE OFFICERS IN THE CHART BELOW
THE FUND ARE AS FOLLOWS: FOR MR. ZACK, TWO WORLD FINANCIAL
CENTER, 225 LIBERTY STREET, NEW YORK, NEW YORK
10281-1008, FOR MESSRS. VANDEHEY AND WIXTED, 6803
S. TUCSON WAY, CENTENNIAL, COLORADO 80112-3924.
EACH OFFICER SERVES FOR AN INDEFINITE TERM OR
UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH
OR REMOVAL.
MARK S. VANDEHEY, Senior Vice President and Chief Compliance
Vice President and Chief Officer of the Manager (since March 2004); Chief
Compliance Officer Compliance Officer of OppenheimerFunds
(since 2006) Distributor, Inc., Centennial Asset Management
Age: 58 and Shareholder Services, Inc. (since March
2004); Vice President of OppenheimerFunds
Distributor, Inc., Centennial Asset Management
Corporation and Shareholder Services, Inc. (since
June 1983); Former Vice President and Director of
Internal Audit of the Manager (1997-February
2004). An officer of 102 portfolios in the
OppenheimerFunds complex.
25 | OPPENHEIMER BARING JAPAN FUND
TRUSTEES AND OFFICERS Unaudited / Continued
BRIAN W. WIXTED, Senior Vice President of the Manager (since March
Treasurer and Principal 1999); Treasurer of the Manager and the
Financial & Accounting following: HarbourView Asset Management
Officer (since 2006) Corporation, Shareholder Financial Services,
Age: 49 Inc., Shareholder Services, Inc., Oppenheimer
Real Asset Management, Inc. and Oppenheimer
Partnership Holdings, Inc. (March 1999-June
2008), OFI Private Investments, Inc. (March
2000-June 2008), OppenheimerFunds International
Ltd. and OppenheimerFunds plc (since May 2000),
OFI Institutional Asset Management, Inc. (since
November 2000), and OppenheimerFunds Legacy
Program (charitable trust program established by
the Manager) (since June 2003); Treasurer and
Chief Financial Officer of OFI Trust Company
(trust company subsidiary of the Manager) (since
May 2000); Assistant Treasurer of the following:
OAC (March 1999-June 2008), Centennial Asset
Management Corporation (March 1999-October 2003)
and OppenheimerFunds Legacy Program (April
2000-June 2003). An officer of 102 portfolios in
the OppenheimerFunds complex.
ROBERT G. ZACK, Executive Vice President (since January 2004) and
Secretary (since 2006) General Counsel (since March 2002) of the
Age: 60 Manager; General Counsel and Director of the
Distributor (since December 2001); General
Counsel of Centennial Asset Management
Corporation (since December 2001); Senior Vice
President and General Counsel of HarbourView
Asset Management Corporation (since December
2001); Secretary and General Counsel of OAC
(since November 2001); Assistant Secretary (since
September 1997) and Director (since November
2001) of OppenheimerFunds International Ltd. and
OppenheimerFunds plc; Vice President and Director
of Oppenheimer Partnership Holdings, Inc. (since
December 2002); Director of Oppenheimer Real
Asset Management, Inc. (since November 2001);
Senior Vice President, General Counsel and
Director of Shareholder Financial Services, Inc.
and Shareholder Services, Inc. (since December
2001); Senior Vice President, General Counsel and
Director of OFI Private Investments, Inc. and OFI
Trust Company (since November 2001); Vice
President of OppenheimerFunds Legacy Program
(since June 2003); Senior Vice President and
General Counsel of OFI Institutional Asset
Management, Inc. (since November 2001); Director
of OppenheimerFunds International Distributor
Limited (since December 2003); Senior Vice
President (May 1985-December 2003). An officer of
102 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND'S TRUSTEES AND OFFICERS AND IS AVAILABLE WITHOUT CHARGE, UPON
REQUEST, BY CALLING 1.800.525.7048.
26 | OPPENHEIMER BARING JAPAN FUND
ITEM 2. CODE OF ETHICS.
The registrant has adopted a code of ethics that applies to the registrant's
principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees of the registrant has determined that David Downes, the
Board's Audit Committee Chairman, is an audit committee financial expert and
that Mr. Downes is "independent" for purposes of this Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The principal accountant for the audit of the registrant's annual financial
statements billed $21,300 in fiscal 2009 and $21,300 in fiscal 2008.
(b) Audit-Related Fees
The principal accountant for the audit of the registrant's annual financial
statements billed $5,750 in fiscal 2009 no such fees in fiscal 2008.
The principal accountant for the audit of the registrant's annual financial
statements billed $224,200 in fiscal 2009 and $381,236 in fiscal 2008 to the
registrant's investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant.
Such services include: internal control reviews and professional services
relating to FAS 157.
(c) Tax Fees
The principal accountant for the audit of the registrant's annual financial
statements billed $5,000 in fiscal 2009 and no such fees in fiscal 2008.
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees to the registrant during the last two fiscal
years to the registrant's investment adviser or any entity controlling,
controlled by, or under common control with the adviser that provides ongoing
services to the registrant.
Such services include: Tax preparation and filings.
(d) All Other Fees
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees during the last two fiscal years.
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees during the last two fiscal years to the
registrant's investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing services to the
registrant.
(e) (1) During its regularly scheduled periodic meetings, the registrant's
audit committee will pre-approve all audit, audit-related, tax and other
services to be provided by the principal accountants of the registrant.
The audit committee has delegated pre-approval authority to its Chairman
for any subsequent new engagements that arise between regularly scheduled
meeting dates provided that any fees such pre-approved are presented to the
audit committee at its next regularly scheduled meeting.
Under applicable laws, pre-approval of non-audit services maybe waived
provided that: 1) the aggregate amount of all such services provided
constitutes no more than five percent of the total amount of fees paid by
the registrant to it principal accountant during the fiscal year in which
services are provided 2) such services were not recognized by the
registrant at the time of engagement as non-audit services and 3) such
services are promptly brought to the attention of the audit committee of
the registrant and approved prior to the completion of the audit.
(2) 100%
(f) Not applicable as less than 50%.
(g) The principal accountant for the audit of the registrant's annual financial
statements billed $234,950 in fiscal 2009 and $381,236 in fiscal 2008 to
the registrant and the registrant's investment adviser or any entity
controlling, controlled by, or under common control with the adviser that
provides ongoing services to the registrant related to non-audit fees.
Those billings did not include any prohibited non-audit services as defined
by the Securities Exchange Act of 1934.
(h) The registrant's audit committee of the board of trustees has considered
whether the provision of non-audit services that were rendered to the
registrant's investment adviser, and any entity controlling, controlled by,
or under common control with the investment adviser that provides ongoing
services to the registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining
the principal accountant's independence. No such services were rendered.
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 05/31/2009, 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) Exhibit attached hereto.
(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 Japan Fund
By: /s/ John V. Murphy
---------------------------------
John V. Murphy
Principal Executive Officer
Date: 07/13/2009
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: 07/13/2009
By: /s/ Brian W. Wixted
---------------------------------
Brian W. Wixted
Principal Financial Officer
Date: 07/13/2009