Oppenheimer Baring SMA International Fund 485(b)

497 1 smaintl497.htm BARING SMA INTERNATIONAL FUND 497 Oppenheimer Baring SMA International Fund 485(b)

Oppenheimer Baring SMA International Fund

Prospectus dated August 31, 2009

Oppenheimer Baring SMA International
Fund ("Fund") is a mutual fund that
seeks long-term capital appreciation.
It emphasizes investments in the
common stock of foreign companies.
Shares of the Fund may be
purchased only by or on behalf of
separately managed account clients
("wrap-fee" accounts) who have
retained OFI Private Investments Inc.
or certain of its affiliates
(individually or collectively referred
to as "OFI PI"), to manage their
accounts pursuant to an investment
management agreement with OFI PI
and/or a managed account program
sponsor as part of a "wrap-fee"
program.
This prospectus contains
important information about the Fund's
objective, its investment policies,
strategies and risks. It also contains
important information about how to buy
and sell shares of the Fund. Please
As with all mutual funds, the read this prospectus carefully before
Securities and Exchange Commission has you invest and keep it for future
not approved or disapproved the Fund's reference about your account.
securities nor has it determined that
this prospectus is accurate or
complete. It is a criminal offense to
represent otherwise.

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

Principal Risks of Investing in the Fund

The Fund's Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

INVESTING IN THE FUND

How to Buy and Sell Shares

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks long-term capital
appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? Under normal market conditions, the Fund
will invest at least 80% of its net assets in an internationally diverse
portfolio of common stocks of companies that are organized, headquartered or
domiciled outside the United States or whose principal listing is on a
securities exchange in a country outside the United States or that derive a
majority of their revenues or profits from goods or services in or from
countries outside the United States.

The Fund does not limit its investments to issuers within a specific
market capitalization range. At times, the Fund may invest a substantial
portion of its assets in a particular capitalization range. For example, the
Fund may invest a substantial portion of its assets in stocks issued by
small-cap to mid-cap companies whose prices may be more volatile than stocks
issued by larger companies. The portfolio managers consider companies that,
at the time of purchase, have market capitalizations below U.S. $1 billion to
be "small-cap" and companies that, at the time of purchase, have market
capitalizations in the range between U.S. $1 billion and U.S. $10 billion to
be "mid-cap" companies. The portfolio managers consider "large-cap" companies
to be those that at the time of purchase have capitalizations above U.S. $10
billion.

The Fund can invest in emerging markets as well as developed markets
throughout the world, although it may place greater emphasis on investing in
one or more particular regions from time to time, such as Asia, Europe or
Latin America. It can invest 100% of its assets in foreign securities.

The Fund can also buy securities convertible into common stock and
other securities having equity features. The Fund can use hedging instruments
and certain derivative investments to seek capital appreciation or to try to
manage investment risks. These investments are more fully explained in "About
the Fund's Investments," below.

HOW DO THE PORTFOLIO MANAGERS DECIDE WHICH SECURITIES TO BUY OR SELL? The
Fund's Investment Manager, OppenheimerFunds, Inc. (the "Manager"), has
retained Baring International Investment Limited (the "Sub-Adviser") to
provide the day-to-day portfolio management of the Fund's assets. The Fund's
portfolio managers are employed by the Sub-Adviser.

In deciding which securities to buy or sell, the portfolio managers
combine "top down" research with fundamental "bottom-up," individual stock
analysis. The portfolio managers seek to identify economic themes impacting
companies located outside the United States, like, for example, rising
business expenditures or private spending, that are subject to change over
time. In assessing individual companies, the portfolio managers follow a
"growth at a reasonable price" investment style meaning that they seek to
identify well-managed companies with strong growth potential and attractive
share prices. The portfolio managers of the Fund use internal financial,
economic and credit analysis resources as well as information obtained from
external sources to perform this bottom-up research.

Sell decisions are generally based on either one or a mix of the
following conditions: the stock price meets long-term price targets; the
stock does not meet the portfolio managers' fundamental expectations; or the
stock is no longer consistent with the portfolio managers' view of the
economic or investment cycle.

FOR WHOM IS THE FUND DESIGNED? The Fund is designed primarily for investors
seeking capital appreciation in their investment over the long term. Those
investors should be willing to assume the greater risks of share price
fluctuations that are typical for a non-diversified fund focusing on
international stock investments, and the special risks of investing in both
emerging and developed foreign countries. The Fund does not seek current
income and the income from its investments will likely be small, so it is not
designed for investors needing current income. Because of its focus on
long-term capital appreciation, the Fund may be appropriate as part of an
investor's overall retirement planning for investors with a high risk
tolerance. However, the Fund is not a complete investment program.

Shares of the Fund are designed for, and may be purchased only by or on
behalf of, separately managed account ("SMA") clients who have retained OFI
PI to manage their accounts pursuant to an investment management agreement
with OFI PI and/or a managed account program sponsor as part of a "wrap-fee"
program. Investors cannot purchase shares directly from the Fund.

Principal Risks of Investing in the Fund

All investments carry risks to some degree. The Fund's investments in stocks
are subject to changes in their value as a result of market conditions,
economic and political events, and a number of other factors, described
below. There is also the risk that poor security selection by the Fund's
portfolio managers could cause the Fund to underperform other funds having
similar objectives. Changes in the market prices of securities can occur at
any time. The share prices of the Fund will usually change daily based on
changes in the market prices of the securities it holds.

RISKS OF INVESTING IN STOCKS. Because the Fund invests primarily in the
common stock of foreign companies, the value of the Fund's portfolio will be
affected by changes in the foreign stock markets and the special economic and
other factors that might primarily affect the prices of particular foreign
markets. That volatility is likely to be even greater for stocks issued by
small-cap and mid-cap companies, in which the Fund may invest a substantial
portion of its assets. Market risk may affect the values of the Fund's
portfolio securities and, as a result, the Fund's net asset values per share
will fluctuate.

The prices of individual stocks normally do not all move uniformly in
the same direction or at the same time. Different foreign stock markets may
behave differently from each other and from markets in the United States.
Additionally, stocks of issuers in a particular industry may be affected by
changes in economic conditions that affect that industry more than others, or
by changes in government regulations, availability of basic resources or
supplies, or other events related to that industry.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, litigation against
the issuer, or changes in government regulations affecting the issuer or its
industry.

Special Risks of Small- and Mid-Cap Companies. These companies may include
both established and newer companies. While newer companies might offer
greater opportunities for capital appreciation than larger, more established
companies, they involve substantially greater risks of loss and price
fluctuations than larger, more established issuers.

Stocks of small- and mid-cap companies may have limited product lines or
markets for their products, limited access to financial resources and less
depth in management skill than larger, more established companies. Their
stocks may be less liquid than those of larger issuers. That means the Fund
could have greater difficulty selling the securities at an acceptable price,
especially in periods of market volatility. That factor increases the
potential for losses to the Fund. Also, it may take a substantial period of
time before the Fund realizes a gain on an investment in the stock of a
small- or mid-cap company, if it realizes any gain at all.

Because small-cap equity securities may be traded infrequently, to the extent
that the Fund invests a significant amount of its assets in those securities,
investors may seek to trade fund shares based on their knowledge or
understanding of the value of those types of securities (this is sometimes
referred to as "price arbitrage"). Such price arbitrage, if successful, might
interfere with the efficient management of the Fund's portfolio to a greater
degree than would be the case for funds that invest in larger companies with
more liquid securities. The Fund may have difficulty selling small-cap
securities at advantageous times or prices to satisfy the liquidity
requirements created by large and/or frequent trading activity. Successful
price arbitrage activities might also dilute the value of fund shares held by
other shareholders.

RISKS OF FOREIGN INVESTING. While foreign securities may offer special
investment opportunities, they are also subject to special risks. Foreign
issuers are usually not subject to the same accounting and disclosure
requirements that U.S. companies are subject to. The value of foreign
investments may be affected by changes in value of a foreign currency against
the U.S. dollar, exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policy (in the
U.S. or abroad), or other political and economic factors.

Currency Risk. The Fund can invest in securities denominated in foreign
currencies and in derivative instruments linked to foreign currencies. The
change in value of a foreign currency against the U.S. dollar will result in
a change in the U.S. dollar value of securities denominated in, or
derivatives linked to, that foreign currency. Currency exchange rate changes
can also affect the U.S. dollar value of any income the Fund may receive from
foreign securities. The Fund may experience more rapid and extreme changes in
value than a fund that invests exclusively in securities of United States
issuers or securities that trade exclusively in United States currency.

Special Risks of Developing and Emerging Markets. Securities in emerging and
developing markets present risks not found in more mature markets. Emerging
markets might have less developed trading markets, exchanges and legal and
accounting systems, and investments in those markets may be subject to
greater risks of government restrictions on withdrawing the sales proceeds of
securities from the country. Economies of developing countries may be more
dependent on relatively few industries that may be highly vulnerable to local
and global changes. Governments may be more unstable and present greater
risks of nationalization or restrictions on foreign ownership of stocks of
local companies. Securities of companies in emerging market countries may be
more difficult to sell at an acceptable price and their prices may be more
volatile than securities of companies in more developed markets. Settlements
of trades may be subject to greater delays so that the Fund may not receive
the proceeds of a sale of a security on a timely basis. Investments in
emerging market countries may be speculative.

Additionally, if the Fund invests a significant amount of its assets in
foreign securities, it may be exposed to "time-zone arbitrage" attempts by
investors seeking to take advantage of the differences in value of foreign
securities that might result from events that occur after the close of the
foreign securities market on which a foreign security is traded and before
the close of the New York Stock Exchange (the "NYSE"), when the Fund's net
asset value is calculated. If such time-zone arbitrage were successful, it
might dilute the interests of other shareholders. However, the Fund's use of
"fair value pricing" to adjust the closing market prices of foreign
securities under certain circumstances, to reflect what the Manager and the
Board believe to be their fair value may help deter those activities.

RISKS OF NON-DIVERSIFICATION. The Fund is "non-diversified" under the
Investment Company Act of 1940, as amended (the "Investment Company Act").
Accordingly, the Fund is able to invest a greater portion of its assets in
the equity securities of a single issuer, including the government of any
single country or a corporate issuer, than a "diversified" fund. To the
extent the Fund invests a relatively high percentage of its assets in the
equity securities of a single issuer or a limited number of issuers, the Fund
is subject to additional risk of loss if those issuers experience adverse
events or market conditions.

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and the prices of its shares. These
risks mean that you can lose money by investing in the Fund. When you redeem
your shares, they may be worth more or less than what you paid for them.
There is no assurance that the Fund will achieve its investment objective.
The Fund is non-diversified and may focus its investments in the equity
securities of a limited number of foreign issuers, including foreign
governments and corporations and will be vulnerable to the effects of
economic and political changes that affect those foreign countries. The
values of foreign equity securities, particularly those of issuers in
emerging markets, can be volatile, and the prices of the Fund's shares can go
up and down substantially.

There is no assurance that the Fund will achieve its investment objective.
The Fund is an aggressive investment vehicle, designed for investors willing
to assume greater risks in the hope of achieving long-term capital
appreciation. It is likely to be subject to greater fluctuations in its share
prices than funds that do not invest in foreign securities (especially
emerging market securities) or than funds that focus on debt securities or on
both stocks and bonds.

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An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
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The Fund's Past Performance

The bar chart and table below show one measure of the risks of investing in
the Fund by showing changes in the Fund's performance. The bar chart shows
the yearly performance of the Fund's Class W shares for each full calendar
year since its inception.

Annual Total Returns (Class W) (as of December 31st each year)

[BAR CHART GRAPHIC]

2008
-48.36%

Sales charges and taxes are not included in the calculations of return in
this bar chart, and if those charges and taxes were included, the returns
may be less than those shown. During the period shown in the bar chart,
the highest return before taxes for a calendar quarter was 1.27% (2nd Qtr
08) and the lowest return before taxes for a calendar quarter was -22.53%
(3rd Qtr 08). For the period from January 1, 2009 through June 30, 2009
the cumulative return before taxes was 13.19%.

The following table shows the average annual total returns of the Fund's
shares before taxes compared to a broad-based market index. After-tax returns
are also shown for Class W shares. They are calculated using the highest
individual federal income tax rates in effect during the periods shown and do
not reflect the impact of state or local taxes. The after-tax returns are
based on certain assumptions mandated by regulation and your actual after-tax
returns may differ from those shown, depending on your individual tax
situation. After-tax returns will vary for the other share classes and are
not relevant to investors who hold their shares through tax-deferred or
tax-exempt arrangements (for example individual retirement accounts, 401(k)
plans, 529 plans or tax-exempt institutional investors). The Fund's past
investment performance, before and after taxes, is not necessarily an
indication of how the Fund will perform in the future.

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Average Annual Total Returns 5 Years
for the periods ended (or life of class,
December 31, 2008 1 Year if less)

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Class W Shares (inception
-48.36% -31.77%
7/2/07) -48.68% -33.02%
Return Before Taxes
Return After Taxes on -31.02% -26.91%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares

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MSCI EAFE Index (reflects no -43.06% -31.08%*
deduction for fees, expenses
or taxes)

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* From 6/30/2007.

The average annual total returns measure the performance of a hypothetical
account and assume that all dividends and capital gains distributions have
been reinvested in additional shares. The Fund's performance is compared to
the Morgan Stanley Capital International (MSCI) Europe, Australasia, Far
East(R)Index (EAFE ) Index, a widely recognized unmanaged index of
international stock performance. The index performance includes income
reinvestment but does not reflect any transaction costs, fees, expenses or
taxes. The calculation of the Fund's performance reflects the following sales
charges: for Class W, the current maximum initial sales charge of 5.75%.

Fees and Expenses of the Fund

The table below shows the net expenses of the Fund as 0.04%, reflecting the
fact that the Manager is absorbing almost all expenses of operating the Fund,
and is waiving or reimbursing any fees to the Fund except extraordinary
expenses, transfer agent fees and fees paid to the Trustees who are not
"interested persons" of the Fund under the Investment Company Act (the
"Independent Trustees"). The Fund is an investment option for certain
separately managed account strategies offered through certain "wrap-fee"
programs sponsored by investment advisers and broker-dealers that are not
affiliated with the Fund, the Manager, the Sub-Adviser or OFI PI for which
OFI PI receives compensation pursuant to an investment management agreement.
Investors in the "wrap-fee" programs pay a "wrap-fee" to the sponsor of the
program. Those fees and expenses are not reflected in this prospectus. The
"wrap-fee" brochure provided to you by the program sponsor or your adviser
includes information about the fees charged to you by the program sponsor.
You should read it carefully. The numbers below are based on the Fund's
expenses during its fiscal year ended May 31, 2009.

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Shareholder Fees (fees paid directly from your investment)
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Maximum Sales Charge (Load) Imposed on Purchases None
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Maximum Sales Charge (Load) Imposed on Reinvested Dividends None
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Maximum Contingent Deferred Sales Charge None
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Redemption Fee None
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Annual Fund Operating Expenses (deducted from Fund assets):
(% of average daily net assets)
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Management Fees 0.56%
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Distribution and/or Service (12b-1) Fees None
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Other Expenses(1) 1.34%

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Total Annual Fund Operating Expenses 1.90%

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Less Fee Waiver/Expense Reimbursement(2) 1.86%

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Net Annual Fund Operating Expenses 0.04%

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"Other Expenses" include transfer agent fees, custodial fees, and audit
and legal expenses..

2. The Manager has contractually agreed to waive all Management Fees and
pay or reimburse all expenses of the Fund, except extraordinary
expenses, certain transfer agent fees and fees paid to the Independent
Trustees. This agreement has no fixed term. Investors should be aware
that even though the Fund does not pay any fees or expenses to the
Manager, investors will pay a "wrap fee" to their program's sponsor.

Examples. The following example is intended to help you compare the cost of
investing in the Fund with the cost of investing in other mutual funds. The
example assumes that you invest $10,000 in shares of the Fund for the time
periods indicated, and reinvest your dividends and distributions.

The example applies whether or not you redeem your shares and assumes
that your investment has a 5% return each year and that the operating
expenses are those shown in the table above. Although your actual costs may
be higher or lower, based on these assumptions your expenses would be:

Expense Example:

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1 year 3 years 5 years 10 years
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$4 $13 $23 $51

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In evaluating the Fund's expenses, it is important to remember that
mutual funds offer you the opportunity to combine your resources with those
of many other investors to obtain professional portfolio management, exposure
to a larger number of markets or issuers, reliable custody for investment
assets, liquidity, and convenient recordkeeping and reporting services. Funds
also offer other types of investment benefits to individuals without
incurring the expense and inconvenience of buying and selling individual
securities on your own. Because a fund is a pooled investment, however,
shareholders may bear certain fund operating costs as a result of the
activities of other fund investors. Because some investors may use fund
services more than others, or may have smaller accounts or more frequent
account activity, those activities may increase the Fund's overall expenses,
which are indirectly borne by all of the Fund's shareholders

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES AND RISKS. The allocation of the
Fund's portfolio among different investments will vary over time based upon
the Sub-Adviser's evaluation of economic and market trends. The Fund's
portfolio might not always include all of the different types of investments
described in this prospectus. The Statement of Additional Information
contains more detailed information about the Fund's investment policies and
risks. The Sub-Adviser seeks to reduce risks by carefully researching
securities before they are purchased. However, changes in the overall market
prices of securities can occur at any time.

The Fund is non-diversified and may focus its investments in the equity
securities of a limited number of issuers. The Fund will not invest more than
25% or more of its total assets in any one industry or group of related
industries. That limit does not apply to securities issued or guaranteed by
the U.S. government or its agencies and instrumentalities or securities
issued by other investment companies.

Foreign Securities. The foreign securities the Fund may buy include stocks
and other equity securities of companies that are organized under the laws of
a foreign country or that have a substantial portion of their operations or
assets in a foreign country or countries, or that derive a substantial
portion of their revenue or profits from businesses, investments or sales
outside the United States. The Fund considers securities traded primarily on
foreign securities exchanges or in foreign over-the-counter markets, and
securities of foreign issuers that are represented in the United States
securities markets by American Depository Receipts ("ADRs") or similar
depository arrangements, to be "foreign securities" for purposes of its
investment allocations. The Fund may also buy debt securities, primarily be
convertible securities, issued by foreign companies. It may buy debt
securities issued by foreign governments or their agencies, but debt
securities are not expected to be a main investment strategy of the Fund.

While foreign securities may offer special investment opportunities,
they are also subject to special risks.

o Foreign Market Risk. If there are fewer investors in a particular
foreign market, securities traded in that market may be less liquid and
more volatile than U.S. securities. Foreign markets may also be subject
to delays in the settlement of transactions and difficulties in pricing
securities. If the Fund is delayed in settling a purchase or sale
transaction, it may not receive any return on the invested assets or it
may lose money if the value of the security declines. It may also be
more expensive for the Fund to buy or sell securities in certain
foreign markets than in the United States, which may increase the
Fund's expense ratio.
o Foreign Economy Risk. Foreign economies may be more vulnerable to
political or economic changes than the U.S. economy. They may be more
concentrated in particular industries or may rely on particular
resources or trading partners to a greater extent. Certain foreign
economies may be adversely affected by shortages of investment capital
or by high rates of inflation. Changes in economic or monetary policy
in the U.S. or abroad may also have a greater impact on the economies
of certain foreign countries.
o Foreign Governmental and Regulatory Risks. Foreign companies are not
subject to the same accounting and disclosure requirements as U.S.
companies. As a result there may be less accurate information available
regarding a foreign company's operations and financial condition.
Foreign companies may, however, be subject to capital controls,
nationalization, or confiscatory taxes. Some countries also have
restrictions that limit foreign ownership and may impose penalties for
increases in the value of the Fund's investment. The value of the
Fund's foreign investments may be affected if it experiences
difficulties in enforcing legal judgments in foreign courts.
o Foreign Currency Risk. A change in the value of a foreign currency
against the U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign currency. If the U.S.
dollar rises in value against a foreign currency, a security
denominated in that currency will be worth less in U.S. dollars and if
the U.S. dollar decreases in value against a foreign currency, a
security denominated in that currency will be worth more in U.S.
dollars. The dollar value of foreign investments may also be affected
by exchange controls.
o Foreign Custody Risk. There may be very limited regulatory oversight of
certain foreign banks or securities depositories that hold foreign
securities and foreign currency and the laws of certain countries may
limit the ability to recover such assets if a foreign bank or
depository or their agents goes bankrupt.

o Time-Zone Arbitrage. If the Fund invests a significant amount of its
assets in foreign securities, it may be exposed to "time-zone
arbitrage" attempts by investors seeking to take advantage of
differences in the values of foreign securities that might result from
events that occur after the close of the foreign securities market on
which a security is traded and before the close of the NYSE that day,
when the Fund's net asset value is calculated. If such time-zone
arbitrage were successful, it might dilute the interests of other
shareholders. However, the Fund's use of "fair value pricing" under
certain circumstances, to adjust the closing market prices of foreign
securities to reflect what the Manager and the Board believe to be
their fair value, may also help deter those activities.

OTHER INVESTMENT STRATEGIES AND RISKS. To seek its objective, the Fund may
also use the investment techniques and strategies described below. The Fund
may not always use all of these techniques and strategies. Each of these
investments or strategies has its own risks, although some are designed to
help reduce overall investment or market risks. There can be no assurance
that the Sub-Adviser will be successful in using these techniques and
strategies.

Investments in Other Investment Companies. The Fund can also invest in the
securities of other investment companies. For example, the Fund may invest in
exchange-traded funds, which are typically open-end funds or unit investment
trusts, listed on a stock exchange. The Fund might do so as a way of gaining
exposure to the segments of the equity or fixed-income markets represented by
the exchange-traded fund's portfolio, at times when the Fund may not be able
to buy those portfolio securities directly. As a shareholder of an investment
company, the Fund would be subject to its share of that investment company's
expenses, including its advisory expenses and any applicable sales charges.

Derivative Investments. Although it does not currently anticipate using them
to a significant degree, the Fund can use "derivative" investments up to 25%
of its net assets to seek increased returns or to try to hedge investment
risks. In general terms, a derivative investment is an investment contract
whose value depends on (or is derived from) the value of an underlying asset,
interest rate, currency or index. In the broadest sense, exchange-traded
options, futures contracts, forward contracts and other hedging instruments
the Fund might use can be considered "derivative" investments. In addition to
using derivatives for hedging, the Fund might use derivative investments
because they offer the potential for increased value, although it does not
currently anticipate doing so to a significant degree.

o There are Special Risks in Using Derivative Investments. Using
derivatives can cause the Fund to lose money on its investments and/or
increase the volatility of its share prices. The value of derivatives
may be adversely affected if the markets underlying securities and
indices may move in a direction not anticipated by the Sub-Adviser.
Interest rate and stock market changes in the U.S. and abroad may also
influence the performance of derivatives. If the issuer of a derivative
does not pay the amount due, the Fund can lose money on the investment.
Also, the underlying security or investment on which the derivative is
based, and the derivative itself, may not perform the way the
Sub-Adviser expected it to perform. If that happens, the Fund could
realize less principal or income from the investment than expected, or
could incur a loss, and the Fund's share prices could decline. Certain
derivative investments held by the Fund may be illiquid.

Hedging. To try to reduce the risks of certain investments, the Fund can buy
and sell futures contracts on broadly-based securities indices and foreign
currencies, put and call options, forward contracts and options on futures
and broadly-based securities indices. These are referred to as "hedging
instruments". The Fund has limits on its use of hedging instruments and is
not required to use them in seeking its investment objective. The Fund does
not use hedging instruments for speculative purposes. The Fund might use
forward contracts to hedge foreign currency risks when buying and selling
securities. It does not currently anticipate using other types of hedging
extensively.

There are special risks in particular hedging strategies. For example,
options trading involves the payment of premiums and can increase portfolio
turnover. If a covered call written by the Fund is exercised on an investment
that has increased in value, the Fund will be required to sell the investment
at the call price and will not be able to realize the increase in the value
of the security above the call price.

If the portfolio managers use a hedging instrument at the wrong time or judge
market conditions incorrectly, the hedge might fail and the strategy could
reduce the Fund's return or cause a loss. The Fund could also experience
losses if the prices of its futures and options positions were not correlated
with its other investments or if it could not close out a position because of
an illiquid market.

Convertible Securities. While the Fund emphasizes investments in common
stocks, it can also buy securities convertible into common stock. Many
convertible securities are a form of debt security, but the portfolio
managers regard some of them as "equity substitutes" because of their feature
allowing them to be converted into common stock. Convertible debt securities
are subject to credit risk, which is that risk that the issuer of a security
may be unable to make interest or principal payments on the security as they
become due. If the issuer fails to pay interest, the Fund's income might be
reduced and if there is a downgrade in an issuer's credit rating the value of
the issuer's securities can be reduced. Convertible debt securities are also
subject to interest rate risk, which is the risk that when prevailing
interest rates rise, the values of already-issued debt securities generally
fall. The Fund can buy below-investment-grade convertible debt securities
that may be subject to greater market fluctuations and greater risks of loss
of income and principal than investment-grade securities. The Fund does not
expect that its holdings of convertible securities (or other debt securities)
will represent more than 5% of its total assets.

Investing in Special Situations. At times, the Fund might use aggressive
investment techniques. These might include seeking to benefit from what the
portfolio managers perceive to be "special situations," such as mergers,
reorganizations or other unusual events expected to affect a particular
issuer. However, there is a risk in investing in special situations that the
change or event might not occur, which could have a negative impact on the
price of the issuer's securities. The Fund's investment might not produce the
expected gains or could incur a loss for the portfolio.

Investing in Small, Unseasoned Companies. The Fund can invest in small,
unseasoned companies. These are companies that have been in continuous
operation for less than three years, including the operations of any
predecessors. These securities may have limited liquidity (which means the
Fund may have difficulty selling them at an acceptable price when it wants
to) and their prices may be very volatile, especially in the short term.
Securities of smaller, newer companies are also subject to greater risks of
default than those of larger, more established issuers.

Investing in Domestic Securities. The Fund does not expect to invest more
than 20% of its net assets in securities of U.S. issuers under normal market
conditions. However, it can hold common and preferred stocks of U.S.
companies as well as their debt securities, and can also invest in U.S.
corporate and government debt securities for defensive and liquidity
purposes.

Illiquid and Restricted Securities. Investments may be illiquid because they
do not have an active trading market, making it difficult to value them or
dispose of them promptly at an acceptable price. Restricted securities may
have terms that limit their resale to other investors or may require
registration under applicable securities laws before they may be sold
publicly. The Fund will not invest more than 15% of its net assets in
illiquid or restricted securities. Certain restricted securities that are
eligible for resale to qualified institutional purchasers may not be subject
to that limit. The Sub-Adviser monitors holdings of illiquid securities on an
ongoing basis to determine whether to sell any holdings to maintain adequate
liquidity.

Loans of Portfolio Securities. The Fund may loan its portfolio securities to
brokers, dealers and financial institutions to seek income. The Fund has
entered into a securities lending agreement with Goldman Sachs Bank USA,
doing business as Goldman Sachs Agency Lending ("Goldman Sachs") for that
purpose. Under the agreement, Goldman Sachs will generally bear the risk that
a borrower may default on its obligation to return loaned securities. The
Fund, however, will be responsible for the risks associated with the
investment of cash collateral, including any collateral invested in an
affiliated money market fund. The Fund may lose money on its investment of
cash collateral or may fail to earn sufficient income on its investment to
meet its obligations to the borrower.

The Fund's portfolio loans must comply with the collateralization and other
requirements of the Fund's securities lending agreement, its securities
lending procedures and applicable government regulations. The Fund limits
loans of portfolio securities to not more than 25% of its net assets.

Conflicts of Interest. The investment activities of the Manager, the
Sub-Adviser and their affiliates in regard to other accounts they manage may
present conflicts of interest that could disadvantage the Fund and its
shareholders. The Manager, the Sub-Adviser or their affiliates may provide
investment advisory services to other funds and accounts that have investment
objectives or strategies that differ from, or are contrary to, those of the
Fund. That may result in another fund or account holding investment positions
that are adverse to the Fund's investment strategies or activities. Other
funds or accounts advised by the Manager, the Sub-Adviser or their affiliates
may have conflicting interests arising from investment objectives that are
similar to those of the Fund. Those funds and accounts may engage in, and
compete for, the same types of securities or other investments as the Fund or
invest in securities of the same issuers that have different, and possibly
conflicting, characteristics. The trading and other investment activities of
those other funds or accounts may be carried out without regard to the
investment activities of the Fund and, as a result, the value of securities
held by the Fund or the Fund's investment strategies may be adversely
affected. The Fund's investment performance will usually differ from the
performance of other accounts advised by the Manager, the Sub-Adviser or
their affiliates and the Fund may experience losses during periods in which
other accounts advised by the Manager, the Sub-Adviser or their affiliates
achieve gains. The Manager and Sub-Adviser have adopted policies and
procedures designed to address potential identified conflicts of interest,
however such policies and procedures may also limit the Fund's investment
activities and affect its performance.

Investments in Oppenheimer Institutional Money Market Fund. The Fund can
invest its free cash balances in Class E shares of Oppenheimer Institutional
Money Market Fund, to provide liquidity or for defensive purposes. The Fund
invests in Oppenheimer Institutional Money Market Fund rather than purchasing
individual short-term investments to try to seek a higher yield than it could
obtain on its own. Oppenheimer Institutional Money Market Fund is a
registered open-end management investment company, regulated as a money
market fund under the Investment Company Act and is part of the Oppenheimer
Family of Funds. It invests in a variety of short-term, high-quality,
dollar-denominated money market instruments issued by the U.S. Government,
domestic and foreign corporations, other financial institutions, and other
entities. Those investments may have a higher rate of return than the
investments that would be available to the Fund directly. At the time of an
investment, the Manager cannot always predict what the yield of the
Oppenheimer Institutional Money Market Fund will be because of the wide
variety of instruments that fund holds in its portfolio. The return on those
investments may, in some cases, be lower than the return that would have been
derived from other types of investments that would provide liquidity. As a
shareholder, the Fund will be subject to its proportional share of the
expenses of Oppenheimer Institutional Money Market Fund's Class E shares,
including its advisory fee. However, the Manager will waive a portion of the
Fund's advisory fee to the extent of the Fund's share of the advisory fee
paid to the Manager by Oppenheimer Institutional Money Market Fund.

Non-Diversification. The Fund is classified as a "non-diversified" fund under
the Investment Company Act. Accordingly, the Fund is able to invest a greater
portion of its assets in the equity securities of a single issuer than a
"diversified" fund could, which provides the Fund with greater flexibility.
However, the Fund intends to diversify its investments so that it will
qualify as a "regulated investment company" under the Internal Revenue Code
(although it reserves the right not to so qualify).

Temporary Defensive and Interim Investments. For temporary defensive
purposes in times of adverse or unstable market, economic or political
conditions, the Fund can invest up to 100% of its assets in investments that
may be inconsistent with the Fund's principal investment strategies.
Generally the Fund would invest in shares of Oppenheimer Institutional Money
Market Fund or in the types of money market instruments described above or in
other short-term U.S. Government securities. The Fund might also hold these
types of securities as interim investments pending the investment of proceeds
from the sale of Fund shares or the sale of Fund portfolio securities or to
meet anticipated redemptions of Fund shares. To the extent the Fund invests
in these securities, it might not achieve its investment objective.

Portfolio Turnover. Although the Fund seeks long-term capital appreciation,
it may engage in active and frequent trading while trying to achieve its
objective and as a result, have a portfolio turnover rate in excess of 100%.
Increased portfolio turnover creates higher brokerage and transaction costs
for the Fund (and may reduce performance). Additionally, securities trading
can cause the Fund to realize gains that are generally distributed to
shareholders, increasing their taxable distributions.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is not a fundamental policy. Investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this prospectus or the
Statement of Additional Information specifically states that it is
fundamental.

PORTFOLIO HOLDINGS. The Fund's portfolio holdings are included in semi-annual
and annual reports that are distributed to shareholders of the Fund within 60
days after the close of the period for which such report is being made. The
Fund also discloses its portfolio holdings in its Statements of Investments
on Form N-Q, which are filed with the Securities and Exchange Commission no
later than 60 days after the close of its first and third fiscal quarters.
These required filings are publicly available at the Securities and Exchange
Commission. Therefore, portfolio holdings of the Fund are made publicly
available no later than 60 days after the close of each of the Fund's fiscal
quarters.

A description of the Fund's policies and procedures with respect to the
disclosure of the Fund's portfolio securities is available in the Fund's
Statement of Additional Information.

How the Fund Is Managed

THE MANAGER. OppenheimerFunds, Inc., the Manager, chooses the Fund's
investments and handles its day-to-day business, subject to the policies
established by the Fund's Board of Trustees. The Manager carries out its
duties under an investment advisory agreement that states the Manager's
responsibilities. The agreement sets the fees the Fund pays to the Manager
and describes the expenses that the Fund is responsible to pay to conduct its
business.

The Manager has been an investment adviser since 1960. The Manager and
a subsidiary managed funds with more than 6 million shareholder accounts as
of June 30, 2009. The Manager is located at Two World Financial Center, 225
Liberty Street, 11th Floor, New York, New York 10281-1008.

Advisory Fees. The Manager has contractually agreed to waive the entire
amount of its advisory fee, which is 0.56% of the average annual net assets
of the Fund, and the Fund does not pay any other fee for the Manager's
services. A portion of the "wrap-fee" that investors pay to the "wrap-fee"
program sponsor may be attributed to the management of the Fund.

The Sub-Adviser. The Manager has retained the Sub-Adviser, Baring
International Investment Limited, to provide day-to-day portfolio management
for the Fund. The Sub-Adviser has operated as an investment adviser since
1980 and is located at 155 Bishopsgate, London, EC2M 3XY, United Kingdom. The
Sub-Adviser is a wholly-owned subsidiary of Baring Asset Management Limited,
which, together with its subsidiaries and Baring Asset Management, Inc.,
managed over $38 billion in assets on behalf of clients located around the
world as of June 30, 2009.

Sub-Advisory Fees. The Manager, not the Fund, pays the Sub-Adviser an annual
fee under the Sub-Advisory Agreement between the Manager and the Sub-Adviser.
The Manager will pay the Sub-Adviser, in proportion to the Fund's assets
comprising the "wrap-fee" strategy, a fee based on the investment management
fee collected by OFI PI, pursuant to investment management agreements with
clients or managed account program sponsors, who have retained OFI PI as part
of a "wrap-fee" program.

A discussion regarding the basis for the Board of Trustees' approval of
the Fund's investment advisory and sub-advisory contracts is available in the
Fund's Semi-Annual Report to shareholders for the period ending November 30,
2008.

Portfolio Managers. The Fund's portfolio is managed by a team of investment
professionals including David Bertocchi, CFA and Nathan Griffiths, CFA who
are primarily responsible for the day-to-day management of the Fund's
investments.

Mr. Bertocchi joined Baring Asset Management in 2000 and was appointed
Divisional Director in 2004. He is a member of the Baring Global Equity Group
and is responsible for International Equity portfolios. He is a past member
of the Baring European and UK equity teams.

Mr. Griffiths joined Baring Asset Management in 2007 and is a member of
the Global Equity Group. He is a past member of the European Equity team,
where he managed the Institutional Funds and researched Energy, Utilities,
Insurance and Materials sectors. Previously he was an analyst on the Global
Arbitrage and Trading desk at Royal Bank of Canada and Global Sector analyst
at Merrill Lynch Investment Managers.

The Statement of Additional Information provides additional information about
the portfolio managers' compensation, other accounts they manage and their
ownership of Fund shares.

INVESTING IN THE FUND

How to Buy and Sell Shares

How Are Shares Purchased? Shares of the Fund may be purchased only by or on
behalf of separately managed account clients who have retained OFI PI to
manage their accounts pursuant to an investment management agreement with OFI
PI and/or a managed account program sponsor as part of a "wrap-fee" program.
In most cases, purchase orders are made based on instructions from OFI PI, in
its capacity as investment adviser or sub-adviser to your wrap account, to
the broker-dealer who executes trades for your account. OFI PI is an
affiliate of the Fund and the Manager. Individual investors cannot buy shares
of the Fund directly.

Purchase orders are processed at the net asset value (NAV) next
calculated after the broker-dealer receives the order on behalf of the client
account. The broker-dealer must receive the order by the time the NYSE
closes, which is normally 4:00 p.m. Eastern time. If your order is received
on a day when the NYSE is closed or after it has closed, the order will
receive the next offering price that is determined.

The Fund's distributor, OppenheimerFunds Distributor, Inc. (the
"Distributor"), may appoint servicing agents to accept purchase and
redemption orders. The Distributor, in its sole discretion, may reject any
purchase order for the Fund's shares.

Dealers that perform account transactions for their clients by
participating in NETWORKING through National Securities Clearing Corporation
are responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders of
the Fund if the dealer performs any transaction erroneously or improperly.

For more information about your investment in a "wrap-fee" program,
including any minimum initial and additional investments, please refer to the
"wrap-fee" brochure provided to you by the program sponsor or your adviser.

------------------------------------------------------------------------------
Information about your investment in the Fund through the applicable
separately managed account "wrap-fee" program can be obtained from your
adviser or the wrap program sponsor. Information about the Fund may also be
obtained from OFI PI. Instructions for buying or selling your wrap account
investment, including shares of the Fund, should be given to your financial
adviser, not directly to the Fund or its Transfer Agent.
------------------------------------------------------------------------------

How Are Shares Redeemed? In most cases, redemption orders are made based on
instructions from OFI PI, in its capacity as investment adviser or
sub-adviser to your wrap account, to the broker-dealer who executes trades
for your account. Redemption orders are processed at the NAV next calculated
after they are received in proper form and accepted by the Transfer Agent. To
receive the redemption price calculated on a particular, regular business
day, your order must be received by the Transfer Agent by the close of
business of the NYSE that day, which is normally 4:00 p.m. Eastern time, but
may be earlier on some days.

Redemption proceeds will ordinarily remain in a shareholder's
"wrap-fee" account and may be reinvested at the discretion of OFI PI or on
instructions from your wrap fee adviser. The Fund normally sends payment to
the wrap fee account the day after the Fund receives the order (and no later
than seven days after the Fund's receipt of the order). Under unusual
circumstances determined by the Securities and Exchange Commission (the
"SEC"), payment may be delayed or suspended.

The Fund intends to redeem shares held by or on behalf of a shareholder
who ceases to be an eligible investor as described above or as otherwise
described in the Statement of Additional Information. Each investor, by
purchasing shares, agrees to any such redemption.

The redemption price for shares will vary from day-to-day because the value
of the securities in the Fund's portfolio fluctuates. The redemption value of
your shares may be more or less than the amount that you originally paid for
them.

Shares may be "redeemed in kind" under unusual circumstances, such as a lack
of cash in the Fund's portfolio to meet redemptions. This means that the
redemption proceeds will be paid to you in liquid securities from the Fund's
portfolio. If the Fund redeems your shares in kind, you may bear transaction
costs and will bear market risks until such time as you convert the
securities into cash.

AT WHAT PRICE ARE SHARES SOLD? When you buy shares of the Fund, you pay the
NAV. This is the "offering price" of the shares. There are no initial,
deferred or asset based sales charges. The offering price that applies to a
purchase order is based on the next calculation of the NAV per share that is
made after the purchase order is received, either by the Distributor at its
offices in Colorado, or by any agent appointed by the Distributor to receive
orders.

Net Asset Value. The Fund calculates the net asset value per share as of the
close of the NYSE, on each day the NYSE is open for trading (referred to in
this prospectus as a "regular business day"). The NYSE normally closes at
4:00 p.m., Eastern time, but may close earlier on some days. All references
to time in this prospectus are to Eastern time.

The net asset value per share on a regular business day is determined by
dividing the value of the Fund's net assets by the number of shares
outstanding on that day. To determine net asset value, the Fund assets are
valued primarily on the basis of current market quotations. If market
quotations are not readily available or do not accurately reflect fair value
for a security (in the Manager's judgment) or if a security's value has been
materially affected by events occurring after the close of the market on
which the security is principally traded, that security may be valued by
another method that the Board of Trustees believes accurately reflects the
fair value. Because some foreign securities trade in markets and on exchanges
that operate on weekends and U.S. holidays, the values of some of the Fund's
foreign investments may change on days when investors cannot buy or redeem
Fund shares.

The Board has adopted valuation procedures for the Fund and has delegated the
day-to-day responsibility for fair value determinations to the Manager's
Valuation Committee. Fair value determinations by the Manager are subject to
review, approval and ratification by the Board at its next scheduled meeting
after the fair valuations are determined. In determining whether current
market prices are readily available and reliable, the Manager monitors the
information it receives in the ordinary course of its investment management
responsibilities for significant events that it believes in good faith will
affect the market prices of the securities of issuers held by the Fund. Those
may include events affecting specific issuers (for example, a halt in trading
of the securities of an issuer on an exchange during the trading day) or
events affecting securities markets (for example, a foreign securities market
closes early because of a natural disaster). The Fund uses fair value pricing
procedures to reflect what the Manager and the Board believe to be more
accurate values for the Fund's portfolio securities, although it may not
always be able to accurately determine such values. There can be no assurance
that the Fund could obtain the fair value assigned to a security if it were
to sell the security at the same time at which the Fund determines its net
asset value per share. In addition, the discussion of "time-zone arbitrage"
describes effects that the Fund's fair value pricing policy is intended to
counteract.

If, after the close of the principal market on which a security held by the
Fund is traded and before the time as of which the Fund's net asset values
are calculated that day, an event occurs that the Manager learns of and
believes in the exercise of its judgment will cause a material change in the
value of that security from the closing price of the security on the
principal market on which it is traded, the Manager will use its best
judgment to determine a fair value for that security.

The Manager believes that foreign securities values may be affected by
volatility that occurs in U.S. markets on a trading day after the close of
foreign securities markets. The Manager's fair valuation procedures therefore
include a procedure whereby foreign securities prices may be "fair valued" to
take those factors into account.

Market Timing Policy. In general, the practice of "market timing," which
includes short-term or excessive trading of a fund's shares and other abusive
trading practices, may have a detrimental effect on a fund and its
shareholders. Depending upon various factors such as a fund's size and the
amount of its assets maintained in cash, market timing by a fund's
shareholders may interfere with the efficient management of a fund's
portfolio, increase transaction costs and taxes, and harm the performance of
a fund and its shareholders' investments.

The Fund does not offer an exchange policy, and therefore is not subject to
excessive exchange activity (or the limitations on exchanges that may apply
to other funds) and because all purchase and redemption orders for the Fund
are initiated by the advisers to the "wrap-fee" accounts, wrap account
investors are not able to purchase or redeem Fund shares directly. Fund
shares may be purchased or redeemed on a frequent basis, however, for
rebalancing purposes or in order to invest new monies (including dividends or
distributions received in a wrap account) or to accommodate reductions in
account size. The Distributor monitors the Fund's trading activity and has
the ability to reject any purchase order that the Distributor believes is
inconsistent with "wrap-fee" program investment allocation strategies or any
purchase order that would adversely affect the Fund or its shareholders.

Payments to Financial Intermediaries and Service Providers. The Manager or
its affiliates, in their discretion, may pay dealers or other financial
intermediaries and service providers for distribution and/or shareholder
servicing activities. These payments are made out of the Manager's or its
affiliates' own resources. These cash payments, which may be substantial, are
paid to many firms having business relationships with the Manager or its
affiliates. These payments by the Manager or its affiliates from their own
resources are not reflected in the tables in the section called "Fees and
Expenses of the Fund" in this prospectus because they are not paid by the
Fund.

In general, these payments to financial intermediaries can be
categorized as "distribution-related" or "servicing" payments. Payments for
distribution-related expenses, such as marketing or promotional expenses, are
often referred to as "revenue sharing." Revenue sharing payments may be made
on the basis of the sales of shares attributable to that dealer, the average
net assets of the Fund and other Oppenheimer funds attributable to the
accounts of that dealer and its clients, negotiated lump sum payments for
distribution services provided, or sales support fees. In some circumstances,
revenue sharing payments may create an incentive for a dealer or financial
intermediary or its representatives to recommend or offer shares of the Fund
or other Oppenheimer funds to its customers. These payments also may give an
intermediary an incentive to cooperate with the wrap-fee program sponsor's
marketing efforts. A revenue sharing payment may, for example, qualify the
Fund for preferred status with the intermediary receiving the payment or
provide representatives of the wrap-fee program sponsor with access to
representatives of the intermediary's sales force, in some cases on a
preferential basis over funds of competitors. Additionally, as firm support,
the Manager may reimburse expenses related to educational seminars and "due
diligence" or training meetings (to the extent permitted by applicable laws
or the rules of the Financial Industry Regulatory Authority (FINRA), formerly
known as the NASD) designed to increase sales representatives' awareness
about Oppenheimer funds, including travel and lodging expenditures. The
Manager does not consider a financial intermediary's sale of shares of the
Fund or other Oppenheimer funds when selecting brokers or dealers to effect
portfolio transactions for the funds.

Patriot Act Anti-Money Laundering Requirements. The USA Patriot Act (the
"Patriot Act"), requires all financial institutions to obtain, verify, and
record information that identifies each person or entity that opens an
account. The Patriot Act is intended to prevent the use of the U.S. financial
system in furtherance of money laundering, terrorism or other illicit
activities. The Fund intends to rely on the "wrap-fee" program sponsor and
your adviser to make the determinations required by the Patriot Act. The Fund
reserves the right, however, to request identifying information, including
your name, your date of birth (for a natural person), your residential street
address or principal place of business, your Social Security Number or
Employer Identification Number, or other government issued identification.
Additional information may be required in certain circumstances or to open
corporate accounts. The Fund or the Transfer Agent may use the information to
verify the identity of investors or the status of financial advisors and may
reject purchase orders or redeem any amounts in the Fund if they are unable
to do so. The Fund may also place limits on account transactions while it is
in the process of attempting to verify your identity. It is the Fund's policy
to cooperate fully with appropriate regulators in any investigations
conducted with respect to potential money laundering, terrorism or other
illicit activities.

Dividends, Capital Gains and Taxes

DIVIDENDS. The Fund intends to declare dividends from net investment income
each regular business day and pay those dividends quarterly. Daily dividends
will not be declared or paid on newly purchased shares until Federal funds
are available to the Fund from the purchase payment for the shares. The Fund
has no fixed dividend rate and cannot guarantee that it will pay any
dividends. Dividends (and any capital gains distributions) will be paid to
your "wrap-fee" account. Dividends will remain invested in a shareholder's
"wrap-fee" account and may be reinvested in shares of the Fund or other
securities at the discretion of OFI PI or on instructions from your "wrap
fee" adviser.

CAPITAL GAINS. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term
or long-term capital gains each year. The Fund may make supplemental
distributions of dividends and capital gains following the end of its fiscal
year. There can be no assurance that the Fund will pay any capital gains
distributions in a particular year.

TAXES. If your shares are not held in a tax-deferred retirement account, you
should be aware of the following tax implications of investing in the Fund.
Distributions are subject to federal income tax and may be subject to state
or local taxes. Dividends paid from short-term capital gains and net
investment income are taxable as ordinary income. Long-term capital gains are
taxable as long-term capital gains when distributed to shareholders. It does
not matter how long you have held your shares.

Although dividends are generally taxable as ordinary income, individual
shareholders who satisfy certain holding period and other requirements are
taxed on such dividends at long-term capital gain rates to the extent that
the dividends are attributable to "qualified dividend income" received by the
Fund. "Qualified dividend income" generally consists of dividends received
from U.S. corporations (other than dividends received from tax-exempt
organizations and certain dividends from real estate investment trusts and
other regulated investment companies) and from certain foreign corporations.

If more than 50% of the Fund's assets are invested in foreign
securities at the end of any fiscal year, the Fund may elect under the
Internal Revenue Code to permit shareholders to take a credit or deduction on
their federal income tax returns for foreign taxes paid by the Fund.

Every year the Fund will send you and the Internal Revenue Service a
statement showing the amount of any taxable distribution you received in the
previous year. Any long-term capital gains will be separately identified in
the tax information the Fund sends you after the end of the calendar year.

If you are neither a lawful permanent resident nor a citizen of the
United States, or if you are a foreign entity, the Fund's ordinary income
dividends (which include distributions of net short-term capital gain)
generally will be subject to a 30% U.S. withholding tax, unless a lower rate
applies under an income tax treaty. Dependent upon Congressional action, for
the Fund's taxable year beginning January 1, 2010, certain distributions that
are designated by the Fund as interest-related dividends or short-term gain
dividends and paid to a foreign shareholder may be eligible for an exemption
from U.S. withholding tax. To the extent the Fund's distributions are derived
from dividends, they will not be eligible for this exemption.

The Fund intends to qualify each year as a "regulated investment company"
under the Internal Revenue Code, but reserves the right not to qualify. It
qualified during its most recent fiscal year. The Fund, as a regulated
investment company, will not be subject to federal income taxes on any of its
income, provided that it satisfies certain income, diversification and
distribution requirements.

"Backup withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds if you fail to furnish your
correct, certified Social Security or Employer Identification Number, or if
you under-report your income to the Internal Revenue Service.

Avoid "Buying a Distribution." If you buy shares on or just before the
ex-dividend date, or just before the Fund declares a capital gains
distribution, you will pay the full price for the shares and then receive a
portion of the price back as a taxable dividend or capital gain.

Remember, There May be Taxes on Transactions. Because the Fund's share prices
fluctuate, you may have a capital gain or loss when your shares are sold or
redeemed. A capital gain or loss is the difference between the price you paid
for the shares and the price you received when you sold them. Any capital
gain is subject to capital gains tax.

Returns of Capital Can Occur. In certain cases, distributions made by the
Fund may be considered a non-taxable return of capital to shareholders. If
that occurs, it will be identified in notices to shareholders.

This information is only a summary of certain federal income tax
information about your investment. You should consult with your tax advisor
about the effect of an investment in the Fund on your particular tax
situation.

Financial Highlights

FINANCIAL HIGHLIGHTS

YEAR ENDED MAY 31, 2009 2008(1)
------------------ ------- -------
PER SHARE OPERATING DATA
Net asset value, beginning of period $ 9.48 $10.00
------- ------
Income (loss) from investment operations:
Net investment income(2) .28(3) .31
Net realized and unrealized loss (3.77) (.21)
------- ------
Total from investment operations (3.49) .10
------- ------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.21) (.15)
Distributions from net realized gain -- (.47)
------- ------
Total dividends and/or distributions to shareholders (.21) (.62)
------- ------
Net asset value, end of period $ 5.78 $ 9.48
======= ======
TOTAL RETURN, AT NET ASSET VALUE(4) (36.34)% 0.84%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 4,739 $5,798
------- ------
Average net assets (in thousands) $ 5,958 $2,677
------- ------
Ratios to average net assets:(5)
Net investment income 4.68%(3) 3.55%
Total expenses 1.90% 2.82%
Expenses after payments, waivers and/or reimbursements
and reduction to custodian expenses 0.04% 0.01%
------- ------
Portfolio turnover rate 126% 83%

(1) For the period from July 2, 2007 (commencement of operations) to May
31, 2008.

(2) Per share amounts calculated based on the average shares outstanding
during the period.

(3) Net investment income per share and the net investment income ratio
include $0.10 and 1.64%, respectively, resulting from a dividend from De La Rue
plc in November 2008.

(4) Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in the total returns. Total returns are not annualized for periods
less than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on fund distributions or the redemption of fund shares.

(5) Annualized for periods less than one full year.

The Financial Highlights Table is presented to help you understand the Fund's
financial performance since inception. Certain information reflects financial
results for a single Fund share. The total returns in the table represent the
rate that an investor would have earned (or lost) on an investment in the
Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by KPMG LLP the Fund's independent registered
public accounting firm, whose report, along with the Fund's financial
statements, is included in the Statement of Additional Information, which is
available upon request.

INFORMATION AND SERVICES

More Information on Oppenheimer Baring SMA International Fund
The following additional information about the Fund is available without
charge upon request:

STATEMENT OF ADDITIONAL INFORMATION. This document includes additional
information about the Fund's investment policies, risks, and operations. It
is incorporated by reference into this prospectus, which means it is legally
part of this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS. Additional information about the Fund's
investments and performance is available in the Fund's Annual and Semi-Annual
Reports to shareholders. The Annual Report includes a discussion of market
conditions and investment strategies that significantly affected the Fund's
performance during its last fiscal year.

How to Get More Information
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, the notice explaining the Fund's privacy policy and
other information about the Fund or your account from your financial adviser
or "wrap-fee" program sponsor or:

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By Telephone: Call OFI Private Investments toll-free:
1.800.453.9989
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By Mail: Write to:
OFI Private Investments
Attn: Separate Accounts
P.O. Box 5270
Denver, Colorado 80217-5270
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On the Internet: You can request these documents by e-mail or
through the OFI Private Investments website.
You may also read or download certain
documents on the OFI Private Investments
website at: www.ofiprivateinvestments.com
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Information about the Fund including the Statement of Additional Information
can 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 at 1.202.551.8090. Reports and other information
about the Fund will be available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
prospectus. This prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's SEC File No.: 811-21915 The Fund's shares are distributed
by:
PR0841.001.0809 OppenheimerFunds Distributor, Inc.
Printed on recycled paper

Oppenheimer Baring SMA International Fund

6803 S. Tucson Way, Centennial, CO 80112
1.800.CALL OPP (225.5677)

Statement of Additional Information dated August 31, 2009

This Statement of Additional Information is not a prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated August 31, 2009. It should be read
together with the Prospectus. You can obtain the Prospectus by writing to OFI
Private Investments, Attn: Separate Accounts, at P.O. Box 5270, Denver,
Colorado 80217, or by calling the OFI Private Investments ("OFI PI") at
1.800.453.9989, or by downloading it from the OFI Private Investments
Internet website at www.ofiprivateinvestments.com.

Contents
Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks.. 2
The Fund's Investment Policies..................................... 2
Other Investment Techniques and Strategies......................... 6
Other Investment Restrictions...................................... 22
Disclosure of Portfolio Holdings................................... 24
How the Fund is Managed ............................................... 28
Organization and History........................................... 28
Board of Trustees and Oversight Committees......................... 29
Trustees and Officers of the Fund.................................. 31
The Manager........................................................ 42
Brokerage Policies of the Fund......................................... 46
Payments to Fund Intermediaries........................................ 50

About Your Account
How To Buy Shares...................................................... 55
How To Sell Shares..................................................... 58
Dividends, Capital Gains and Taxes..................................... 59
Additional Information About the Fund.................................. 63

Financial Information About the Fund
Report of Independent Registered Public Accounting Firm................ 64
Financial Statements................................................... 65

About THE FUND

Additional Information About The Fund's Investment Policies And Risks

The investment objective, the principal investment policies and the
main risks of the Fund are described in the Prospectus. This Statement of
Additional Information ("SAI") contains supplemental information about those
policies and risks and the types of securities that the Fund's portfolio
managers can select for the Fund. Additional information is also provided
about the strategies that the Fund may use to try to achieve its objective.

The Fund's Investment Policies. The composition of the Fund's portfolio
and the techniques and strategies that the Fund's portfolio managers, who are
employed by Baring Asset Management, Inc. (the "Sub-Adviser") may use in
selecting portfolio securities will vary over time. The Fund is not required
to use all of the investment techniques and strategies described below at all
times in seeking its objective. It may use some of the investment techniques
and strategies at some times or not at all.

In selecting securities for the Fund's portfolio, the portfolio
managers evaluate the merits of particular equity and fixed income
investments primarily through the exercise of its own investment analysis.
This process may include, among other things, on evaluation of the issuer's
historical operations, prospects for the industry of which the issuer is
part, the issuer's financial condition, its pending product developments and
business (and those of competitors), the effect of general market and
economic conditions on the issuer's business, and legislative proposals that
might affect the issuer.

Unless the Prospectus or this SAI states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an
investment (except in the case of borrowing and investments in illiquid
securities). The Fund need not sell securities to meet the percentage limits
if the value of the investment increases in proportion to the size of the
Fund.

|X| Investments in Stocks and Other Equity Securities. The Fund
focuses its investments in common stocks of foreign companies, but it can
invest in other equity securities. Equity securities include common stocks,
preferred stocks, rights and warrants, and securities convertible into common
stock.

Current income is not a criterion used to select portfolio securities.
However, certain debt securities can be selected for the Fund's portfolio for
defensive purposes. The Fund can also buy debt securities that the
Sub-Adviser believes might offer some opportunities for capital appreciation
when stocks are disfavored, including convertible securities as discussed
below.

Securities of newer companies might offer greater opportunities for
capital appreciation than securities of large, more established companies.
However, these securities also involve greater risks than securities of more
established companies.

The Fund does not limit its investments in equity securities to issuers
having a market capitalization of a specified size or range, and therefore
may invest in securities of small-, mid- and large-capitalization issuers. At
times, the Fund may have substantial amounts of its assets invested in
securities of issuers in one or more capitalization ranges, based upon the
Sub-Adviser's use of its investment strategies and its judgment of where the
best market opportunities are to seek the Fund's objective.

At times, the market may favor or disfavor securities of issuers of a
particular capitalization range. Securities of small capitalization issuers
may be subject to greater price volatility in general than securities of
larger companies. Therefore, if the Fund has substantial investments in
smaller capitalization companies at times of market volatility, the Fund's
share price may fluctuate more than that of funds focusing on larger
capitalization issuers.

|X| Convertible Securities. Convertible securities are debt
securities that are convertible into an issuer's common stock. Convertible
securities rank senior to common stock in a corporation's capital structure
and therefore are subject to less risk than common stock in case of the
issuer's bankruptcy or liquidation.

The value of a convertible security is a function of its "investment
value" and its "conversion value." If the investment value exceeds the
conversion value, the security will behave more like a debt security, and the
security's price will likely increase when interest rates fall and decrease
when interest rates rise. If the conversion value exceeds the investment
value, the security will behave more like an equity security: it will likely
sell at a premium over its conversion value, and its price will tend to
fluctuate directly with the price of the underlying security. Convertible
securities are subject to credit risks and interest rate risk as discussed
below under "Investing in Debt Securities."

While many convertible securities are a form of debt security, in some
cases their conversion feature (allowing conversion into equity securities)
causes the Sub-Adviser to regard them more as "equity equivalents". In those
cases, the credit rating assigned to the security has less impact on the
Sub-Adviser's investment decision than in the case of non-convertible fixed
income securities. To determine whether convertible securities should be
regarded as "equity equivalents", the Sub-Adviser examines the following
factors:
(1) whether, at the option of the investor, the convertible security can be
exchanged for a fixed number of shares of common stock of the
issuer,
(2) whether the issuer of the convertible securities has restated its
earnings per share of common stock on a fully diluted basis
(considering the effect of conversion of the convertible
securities), and
(3) the extent to which the convertible security may be a defensive "equity
substitute", providing the ability to participate in any
appreciation in the price of the issuer's common stock.

|X| Rights and Warrants. The Fund can invest up to 5% of its total
assets in warrants or rights. That 5% limit does not apply to warrants and
rights the Fund has acquired as part of units of securities or that are
attached to other securities that the Fund buys.

Warrants basically are options to purchase equity securities at
specific prices valid for a specific period of time. Their prices do not
necessarily move parallel to the prices of the underlying securities. Rights
are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Rights and warrants
have no voting rights, receive no dividends and have no rights with respect
to the assets of the issuer.

|X| Preferred Stocks. Preferred stocks are equity securities
but have certain attributes of debt securities. Preferred stock, unlike
common stock, has a stated dividend rate payable from the corporation's
earnings. Preferred stock dividends may be cumulative or non-cumulative,
participating, or auction rate. "Cumulative" dividend provisions require all
or a portion of prior unpaid dividends to be paid before the issuer can pay
dividends on common shares.

If interest rates rise, the fixed dividend on preferred stocks may be
less attractive, causing the price of preferred stocks to decline. Preferred
stocks may have mandatory sinking fund provisions, as well as provisions for
their call or redemption prior to maturity which can have a negative effect
on their prices when interest rates decline. Preferred stock may be
"participating" stock, which means that it may be entitled to a dividend
exceeding the stated dividend in certain cases.

Preferred stocks are equity securities because they do not constitute a
liability of the issuer and therefore do not offer the same degree of
protection of capital as debt securities and may not offer the same degree of
assurance of continued income as debt securities. The rights of preferred
stock on distribution of a corporation's assets in the event of its
liquidation are generally subordinate to the rights associated with a
corporation's debt securities. Preferred stock generally has a preference
over common stock on the distribution of a corporation's assets in the event
of its liquidation.

Foreign Securities. "Foreign securities" include equity and debt
securities of companies organized under the laws of countries other than the
United States and of governments other than the U.S. government. "Foreign
securities" also include securities of companies (including those that are
located in the U.S. or organized under U.S. law) that derive a significant
portion of their revenue or profits from foreign businesses, investments or
sales, or that have a significant portion of their assets abroad. Those
securities may be traded on foreign securities exchanges or in the foreign
over-the-counter markets.

Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or
traded in the U.S. over-the-counter markets, and foreign currencies, are
considered "foreign securities" for the purpose of the Fund's investment
allocations. They are subject to some of the special considerations and
risks, discussed below, that apply to foreign securities traded and held
abroad.

The amount of the Fund's assets invested in securities of issuers in a
particular country will vary over time, based upon the Sub-Adviser's
evaluation of the investment merits of particular issuers as well as the
market and economic conditions in a particular country or region. Factors
that might be considered could include, for example, a country's balance of
payments, inflation rate, economic self-sufficiency, and social and political
factors.

Because the Fund may purchase securities denominated in foreign
currencies, a change in the value of such foreign currency against the U.S.
dollar will result in a change in the amount of income the Fund has available
for distribution. Because a portion of the Fund's investment income may be
received in foreign currencies, the Fund will be required to compute its
income in U.S. dollars for distribution to shareholders, and therefore the
Fund will absorb the cost of currency fluctuations. After the Fund has
distributed income, subsequent foreign currency losses may result in the
Fund's having distributed more income in a particular fiscal period than was
available from investment income, which could result in a return of capital
to shareholders.

Investing in foreign securities offers potential benefits not available
from investing solely in securities of domestic issuers. They include the
opportunity to invest in foreign issuers that appear to offer growth
potential, or in foreign countries with economic policies or business cycles
different from those of the U.S., or to reduce fluctuations in portfolio
value by taking advantage of foreign stock markets that do not move in a
manner parallel to U.S. markets.

Foreign Debt Obligations. The debt obligations of foreign governments
and their agencies and instrumentalities may or may not be supported by the
full faith and credit of the foreign government. The Fund can buy securities
issued by certain "supra-national" entities, which include entities
designated or supported by governments to promote economic reconstruction or
development, international banking organizations and related government
agencies. Examples are the International Bank for Reconstruction and
Development (commonly called the "World Bank"), the Asian Development Bank
and the Inter-American Development Bank.

The governmental members of these supra-national entities are
"stockholders" that typically make capital contributions and may be committed
to make additional capital contributions if the entity is unable to repay its
borrowings. A supra-national entity's lending activities may be limited to a
percentage of its total capital, reserves and net income. There can be no
assurance that the constituent foreign governments will continue to be able
or willing to honor their capitalization commitments for those entities.

o Risks of Foreign Investing. Investments in foreign securities may offer
special opportunities for investing but also present special additional risks
and considerations not typically associated with investments in domestic
securities. Some of these additional risks are:
o reduction of income by foreign taxes;
o fluctuation in value of foreign investments due to changes in currency
rates, currency devaluation or currency control regulations
(for example, currency blockage);
o transaction charges for currency exchange;
o lack of public information about foreign issuers;
o lack of uniform accounting, auditing and financial reporting standards
in foreign countries comparable to those applicable to
domestic issuers;
o less volume on foreign exchanges than on U.S. exchanges;
o greater volatility and less liquidity on foreign markets than in the
U.S.;
o less governmental regulation of foreign issuers, stock exchanges and
brokers than in the U.S.;
o foreign exchange contracts;
o greater difficulties in commencing lawsuits;
o higher brokerage commission rates than in the U.S.;
o increased risks of delays in settlement of portfolio transactions or
loss of certificates for portfolio securities;
o foreign withholding taxes on interest and dividends;
o possibilities in some countries of expropriation, nationalization,
confiscatory taxation, political, financial or social
instability or adverse diplomatic developments; and
o unfavorable differences between the U.S. economy and foreign economies.

In the past, U.S. government policies have discouraged certain
investments abroad by U.S. investors, through taxation or other restrictions,
and it is possible that such restrictions could be re-imposed.

o Special Risks of Emerging Markets. Emerging and developing markets
abroad may also offer special opportunities for investing but have greater
risks than more developed foreign markets. There may be even less liquidity
in their securities markets, and settlements of purchases and sales of
securities may be subject to additional delays. They are subject to greater
risks of limitations on the repatriation of income and profits because of
currency restrictions imposed by local governments. Those countries may also
be subject to the risk of greater political and economic instability, which
can greatly affect the volatility of prices of securities in those countries.

Passive Foreign Investment Companies. Some securities of corporations
domiciled outside the U.S. which the Fund may purchase, may be considered
passive foreign investment companies ("PFICs") under U.S. tax laws. PFICs are
those foreign corporations which generate primarily passive income. They tend
to be growth companies or "start-up" companies. For federal tax purposes, a
corporation is deemed a PFIC if 75% or more of the foreign corporation's
gross income for the income year is passive income or if 50% or more of its
assets are assets that produce or are held to produce passive income. Passive
income is further defined as any income to be considered foreign personal
holding company income within the subpart F provisions defined by Internal
Revenue Codess.954.

Investing in PFICs involves the risks associated with investing in
foreign securities, as described above. There are also the risks that the
Fund may not realize that a foreign corporation it invests in is a PFIC for
federal tax purposes. Federal tax laws impose severe tax penalties for
failure to properly report investment income from PFICs. Following industry
standards, the Fund makes every effort to ensure compliance with federal tax
reporting of these investments. PFICs are considered foreign securities for
the purposes of the Fund's minimum percentage requirements or limitations of
investing in foreign securities.

Portfolio Turnover. "Portfolio turnover" describes the rate at which
the Fund traded its portfolio securities during its last fiscal year. For
example, if a fund sold all of its securities during the year, its portfolio
turnover rate would have been 100%. The Fund's portfolio turnover rate will
fluctuate from year to year, depending on market conditions. The Fund may
have a portfolio turnover rate of more than 100% annually. Increased
portfolio turnover creates higher brokerage and transaction costs for the
Fund, which may reduce its overall performance. Additionally, the realization
of capital gains from selling portfolio securities may result in
distributions of taxable long-term capital gains to shareholders, since the
Fund will normally distribute all of its capital gains realized each year, to
avoid excise taxes under the Internal Revenue Code.

Other Investment Techniques and Strategies. In seeking its objective, the
Fund may from time to time use the types of investment strategies and
investments described below. It is not required to use all of these
strategies at all times and at times may not use them.

Investments in Other Investment Companies. The Fund can also invest
in the securities of other investment companies, which can include
open-end funds, closed-end funds and unit investment trusts, subject to
the limits set forth in the Investment Company Act of 1940, as amended
(the "Investment Company Act,") that apply to those types of investments.
For example, the Fund may invest in exchange-traded funds, which are
typically open-end funds or unit investment trusts, listed on a stock
exchange. The Fund might do so as a way of gaining exposure to the
segments of the equity or fixed-income markets represented by the
exchange-traded fund's portfolio, at times when the Fund may not be able
to buy those portfolio securities directly.

The other investment companies in which the Fund may invest will pursue
their investment objectives and policies without the approval of the
Fund. If any such fund were to change its investment objective or
policies, the Fund may be required to sell its shares of that fund at a
disadvantageous time. There is no guarantee that any such fund will
achieve its investment objectives.

Investing in another investment company may involve the payment of
substantial premiums above the value of such investment company's
portfolio securities and is subject to limitations under the Investment
Company Act. The Fund does not intend to invest in other investment
companies unless the Manager believes that the potential benefits of the
investment justify the payment of any premiums or sales charges. As a
shareholder of an investment company, the Fund would be subject to its
ratable share of that investment company's expenses, including its
advisory and administration expenses.

Investing in Small, Unseasoned Companies. The Fund can invest in
securities of small, unseasoned companies. These are companies that have been
in operation for less than three years, including the operations of any
predecessors. Securities of these companies may be subject to volatility in
their prices. They might have a limited trading market, which could adversely
affect the Fund's ability to dispose of them and can reduce the price the
Fund might be able to obtain for them. Other investors that own a security
issued by a small, unseasoned issuer for which there is limited liquidity
might trade the security when the Fund is attempting to dispose of its
holdings of that security. In that case the Fund might receive a lower price
for its holdings than might otherwise be obtained. The Fund has no limit on
the amount of its net assets that may be invested in those securities.

Investing in Debt Securities. While the Fund does not invest for the
purpose of seeking current income, at times the Fund can invest in debt
securities, including the convertible debt securities described above under
the description of equity investments. Debt securities also can be selected
for investment by the Fund for defensive purposes, as described below. For
example, when the stock market is volatile, or when the portfolio managers
believe that growth opportunities in stocks are not attractive, certain debt
securities might not only offer defensive opportunities but also some
opportunities for capital appreciation.

The Fund's debt investments can include corporate bonds and notes of
foreign or U.S. companies, as well as U.S. and foreign government securities.
It is not expected that this will be a significant portfolio strategy of the
Fund under normal market circumstances, and the Fund normally does not intend
to invest more than 5% of its total assets in debt securities. Foreign debt
securities are subject to the risks of foreign investing described above. In
general, domestic and foreign fixed- income securities are also subject to
two additional types of risk: credit risk and interest rate risk.

o Credit Risk. Some of the special credit risks of debt securities are
discussed in the Prospectus. For lower-grade debt securities there is a
greater risk that the issuer may default on its obligation to pay interest or
to repay principal than in the case of investment grade securities. The
issuer's low creditworthiness may increase the potential for its insolvency.
An overall decline in values in the high yield bond market is also more
likely during a period of a general economic downturn. An economic downturn
or an increase in interest rates could severely disrupt the market for high
yield bonds, adversely affecting the values of outstanding bonds as well as
the ability of issuers to pay interest or repay principal. In the case of
foreign high yield bonds, these risks are in addition to the special risks of
foreign investing discussed in the Prospectus and in this SAI.

However, the Fund's limitations on buying these investments may reduce
the risks to the Fund, as will the Fund's policy of diversifying its
investments. Additionally, to the extent they can be converted into stock,
convertible securities may be less subject to some of these risks than
non-convertible high yield bonds, since stock may be more liquid and less
affected by some of these risk factors.

o Interest Rate Risk. Interest rate risk refers to the fluctuations in
value of fixed-income securities resulting from the inverse relationship
between price and yield. For example, an increase in general interest rates
will tend to reduce the market value of already-issued fixed-income
investments, and a decline in general interest rates will tend to increase
their value. In addition, debt securities with longer maturities, which tend
to have higher yields, are subject to potentially greater fluctuations in
value from changes in interest rates than obligations with shorter
maturities.

Fluctuations in the market value of fixed-income securities after the
Fund buys them will not affect the interest income payable on those
securities (unless the security pays interest at a variable rate pegged to
interest rate changes). However, those price fluctuations will be reflected
in the valuations of the securities, and therefore the Fund's net asset
values will be affected by those fluctuations.

o Special Risks of Lower-Grade Securities. While the Fund can invest in
higher-yielding lower-grade debt securities (that is, securities below
investment grade), its debt investments will generally be investment grade.
Those are securities rated in the four highest rating categories of Moody's
Investors Service, Inc. ("Moody's"), Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("Standard & Poor's") and Fitch,
Inc. ("Fitch"), or having equivalent ratings from other nationally recognized
rating agencies or, in the case of unrated securities, comparable ratings
assigned to a security by the Sub-Adviser.

Lower-grade debt securities are those rated below investment grade,
which means they have a rating lower than "Baa" by Moody's or lower than
"BBB" by Standard & Poor's or Fitch or similar ratings by other nationally
recognized rating organizations. If they are unrated, and are determined by
the Sub-Adviser to be of comparable quality to debt securities rated below
investment grade, they are included in the limitation on the percentage of
the Fund's assets that can be invested in debt securities as stated above.

The Fund can invest in securities rated as low as "C" or "D" or which
are in default when the Fund buys them. Securities rated "Baa" by Moody's or
"BBB" by Standard & Poor's are considered investment grade but may be subject
to greater market fluctuations and risks of loss of income and principal than
higher-grade securities. They may be considered to have speculative elements.

The Fund can also buy unrated securities to which the Sub-Adviser
assigns a rating based upon its evaluation of the yield and risks of
comparable rated securities. The Fund is not obligated to dispose of a
security if the rating is reduced after the Fund buys the security, but the
Sub-Adviser will monitor those securities to determine whether they should be
retained in the Fund's portfolio.

Investing in Cyclical Opportunities. The Fund might also seek to take
advantage of changes in the business cycle by investing in companies that are
sensitive to those changes if the Sub-Adviser believes they have growth
potential. For example, when the economy is expanding,
companies in the consumer durables and technology sectors might benefit and
present long-term growth opportunities. The Fund focuses on seeking growth
over the long term but might seek to take tactical advantage of short-term
market movements or events affecting particular issuers or industries. There
is the risk that those securities can lose value when the issuer or industry
is out of favor in the business cycle.

|X| Repurchase Agreements. The Fund can acquire securities subject to
repurchase agreements. It might do so for liquidity purposes to meet
anticipated redemptions of Fund shares, or pending the investment of the
proceeds from sales of Fund shares, or pending the settlement of portfolio
securities transactions, or for defensive purposes.

In a repurchase transaction, the Fund buys a security from, and
simultaneously resells it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities. They must
meet credit requirements set by the Manager from time to time.

The majority of these transactions run from day-to-day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's policy limits on holding illiquid investments,
described below. The Fund cannot enter into a repurchase agreement that
causes more than 10% of its net assets to be subject to repurchase agreements
having a maturity beyond seven days. There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements having
maturities of seven days or less.

Repurchase agreements, considered "loans" under the Investment Company
Act are collateralized by the underlying security. The Fund's repurchase
agreements require that at all times while the repurchase agreement is in
effect, the value of the collateral must equal or exceed the repurchase price
to fully collateralize the repayment obligation. However, if the vendor fails
to pay the resale price on the delivery date, the Fund may incur costs in
disposing of the collateral and may experience losses if there is any delay
in its ability to do so. The Manager will monitor the vendor's
creditworthiness to confirm that the vendor is financially sound and will
continuously monitor the collateral's value.

Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission ("SEC"), the Fund, along with other affiliated entities managed by
the Manager, may transfer uninvested cash balances into one or more joint
repurchase accounts. These balances are invested in one or more repurchase
agreements, secured by U.S. government securities. Securities that are
pledged as collateral for repurchase agreements are held by a custodian bank
until the agreements mature. Each joint repurchase arrangement requires that
the market value of the collateral be sufficient to cover payments of
interest and principal; however, in the event of default by the other party
to the agreement, retention or sale of the collateral may be subject to legal
proceedings.

o Reverse Repurchase Agreements. The Fund can use reverse repurchase
agreements on debt obligations it owns. Under a reverse repurchase agreement,
the Fund sells an underlying debt obligation and simultaneously agrees to
repurchase the same security at an
agreed-upon price at an agreed-upon date. The Fund will identify on its books
liquid assets in an amount sufficient to cover its obligations under reverse
repurchase agreements, including interest, until payment is made to the
seller.

These transactions involve the risk that the market value of the
securities sold by the Fund under a reverse repurchase agreement could
decline below the price at which the Fund is obligated to repurchase them.
These agreements are considered borrowings by the Fund and will be subject to
the asset coverage requirement under the Fund's policy on borrowing discussed
below.

|X| Illiquid and Restricted Securities. Under the policies and
procedures established by the Fund's Board of Trustees, the Manager
determines the liquidity of certain of the Fund's investments. To enable the
Fund to sell its holdings of a restricted security not registered under
applicable securities laws, the Fund may have to cause those securities to be
registered. The expenses of registering restricted securities may be
negotiated by the Fund with the issuer at the time the Fund buys the
securities. When the Fund must arrange registration because the Fund wishes
to sell the security, a considerable period may elapse between the time the
decision is made to sell the security and the time the security is registered
so that the Fund could sell it. The Fund would bear the risks of any downward
price fluctuation during that period.

The Fund can also acquire restricted securities through private
placements. Those securities have contractual restrictions on their public
resale. Those restrictions might limit the Fund's ability to dispose of the
securities and might lower the amount the Fund could realize upon the sale.

The Fund has limitations that apply to purchases of restricted
securities, as stated in the Prospectus. Those percentage restrictions do not
limit purchases of restricted securities that are eligible for sale to
qualified institutional purchasers under Rule 144A of the Securities Act of
1933, if those securities have been determined to be liquid by the Manager
under Board-approved guidelines. Those guidelines take into account the
trading activity for such securities and the availability of reliable pricing
information, among other factors. If there is a lack of trading interest in a
particular Rule 144A security, the Fund's holdings of that security may be
considered to be illiquid.

Illiquid securities include repurchase agreements maturing in more than
seven days and participation interests that do not have puts exercisable
within seven days.

Borrowing for Leverage. The Fund may not borrow money, except to the extent
permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom that is applicable to the Fund, as such
statute, rules or regulations may be amended or interpreted from time to
time. Borrowing may entail "leverage," and may be a speculative investment
strategy. Any borrowing will be made only from banks and, pursuant to the
requirements of the Investment Company Act, will be made only to the extent
that the value of the Fund's assets, less its liabilities other than
borrowings, is equal to at least 300% of all borrowings including the
proposed borrowing. If the value of the Fund's assets, when computed in that
manner, should fail to meet the 300% asset coverage requirement, the Fund is
required within three days to reduce its bank debt to the extent necessary to
meet that coverage requirement. To do so, the Fund may have to sell a portion
of its investments at a time when it would otherwise not want to sell the
securities. Interest on money the Fund borrows is an expense the Fund would
not otherwise incur, so that during periods of substantial borrowings, its
expenses may increase more than the expenses of funds that do not borrow. The
use of leverage also may make the Fund's share prices more sensitive to
interest rate changes.

Loans of Portfolio Securities. The Fund may lend its portfolio securities
pursuant to a Securities Lending Agency Agreement (the "Securities Lending
Agreement") with The Goldman Sachs Trust Company, doing business as Goldman
Sachs Agency Lending ("Goldman Sachs"), subject to the restrictions stated in
the Prospectus. The Fund will lend portfolio securities to attempt to
increase its income. Goldman Sachs has agreed, in general, to guarantee the
obligations of borrowers to return loaned securities and to be responsible
for certain expenses relating to securities lending. Under the Securities
Lending Agreement, the Fund's securities lending procedures and applicable
regulatory requirements (which are subject to change), the Fund must receive
collateral from the borrower consisting of cash, bank letters of credit or
securities of the U.S. government (or its agencies or instrumentalities). On
each business day, the amount of collateral that the Fund has received must
at least equal the value of the loaned securities. If the Fund receives cash
collateral from the borrower, the Fund may invest that cash in certain high
quality, short-term investments specified in its securities lending
procedures. The Fund will be responsible, for the risks associated with the
investment of cash collateral, including the risk that the Fund may lose
money on the investment or may fail to earn sufficient income to meet its
obligations to the borrower.

The terms of the Fund's portfolio loans must comply with all applicable
regulations and with the Fund's Securities Lending Procedures adopted by the
Board. The terms of the loans must permit the Fund to recall loaned
securities on five business days' notice and the Fund will seek to recall
loaned securities in time to vote on any matters that the Manager determines
would have a material effect on the Fund's investment. The Securities Lending
Agreement may be terminated by either Goldman Sachs or the Fund on 30 days'
written notice.

Derivatives. The Fund can invest in a variety of derivative investments to
seek income for liquidity needs or for hedging purposes. Some derivative
investments the Fund can use are the hedging instruments described below in
this SAI. However, the Fund does not use, and does not currently contemplate
using, derivatives or hedging instruments to a significant degree.

Some of the derivative investments the Fund can use include "debt
exchangeable for common stock" of an issuer or "equity-linked debt
securities" of an issuer. At maturity, the debt security is exchanged for
common stock of the issuer or it is payable in an amount based on the price
of the issuer's common stock at the time of maturity. Both alternatives
present a risk that the amount payable at maturity will be less than the
principal amount of the debt because the price of the issuer's common stock
might not be as high as the Sub-Adviser expected.

Hedging. Although the Fund does not anticipate the extensive use of hedging
instruments, the Fund can use them. It is not required to do so in seeking
its objective. To attempt to protect against declines in the market value of
the Fund's portfolio, to permit the Fund to retain unrealized gains in the
value of portfolio securities which have appreciated, or to facilitate
selling securities for investment reasons, the Fund could:
o sell futures contracts,
o buy puts on futures or on securities, or
o write covered calls on securities or futures. Covered calls can also be
used to seek income, but the Sub-Adviser does not expect to
engage extensively in that practice.

The Fund might use hedging to establish a position in the securities
market as a temporary substitute for purchasing particular securities. In
that case, the Fund would normally seek to purchase the securities and then
terminate that hedging position. The Fund might also use this type of hedge
to attempt to protect against the possibility that its portfolio securities
would not be fully included in a rise in value of the market. To do so the
Fund could:
o buy futures, or
o buy calls on such futures or on securities.

The Fund's strategy of hedging with futures and options on futures will
be incidental to the Fund's activities in the underlying cash market. The
particular hedging instruments the Fund can use are described below. The Fund
may employ new hedging instruments and strategies when they are developed, if
those investment methods are consistent with the Fund's investment objective
and are permissible under applicable regulations governing the Fund.

o Futures. The Fund can buy and sell futures contracts that relate to
(1) broadly-based stock indices (these are referred to as "stock index
futures"), (2) foreign currencies (these are referred to as "forward
contracts"); and (3) an individual stock ("single stock futures").

A single stock future obligates the seller to deliver (and the
purchaser to take) cash or a specified equity security to settle the futures
transaction. Either party could also enter into an offsetting contract to
close out the position. Single stock futures trade on a very limited number
of exchanges, with contracts typically not fungible among the exchanges.

A broadly-based stock index is used as the basis for trading stock
index futures. An index may in some cases be based on stocks of issuers in a
particular industry or group of industries. A stock index assigns relative
values to the common stocks included in the index and its value fluctuates in
response to the changes in value of the underlying stocks. A stock index
cannot be purchased or sold directly. These contracts obligate the seller to
deliver, and the purchaser to take, cash to settle the futures transaction.
There is no delivery made of the underlying securities to settle the futures
obligation. Either party may also settle the transaction by entering into an
offsetting contract.

No money is paid or received by the Fund on the purchase or sale of a
future. Upon entering into a futures transaction, the Fund will be required
to deposit an initial margin payment with the futures commission merchant
(the "futures broker"). Initial margin payments will be deposited with the
Fund's custodian bank in an account registered in the futures broker's name.
However, the futures broker can gain access to that account only under
specified conditions. As the future is marked-to-market (that is, its value
on the Fund's books is changed) to reflect changes in its market value,
subsequent margin payments, called variation margin, will be paid to or by
the futures broker daily.

At any time prior to expiration of the future, the Fund may elect to
close out its position by taking an opposite position, at which time a final
determination of variation margin is made and any additional cash must be
paid by or released to the Fund. Any loss or gain on the future is then
realized by the Fund for tax purposes. All futures transactions, except
forward contracts, are effected through a clearinghouse associated with the
exchange on which the contracts are traded.

o Put and Call Options. The Fund can buy and sell certain kinds of put
options ("puts") and call options ("calls"). The Fund can buy and sell
exchange-traded and over-the-counter put and call options, including index
options, securities options, currency options, and options on the other types
of futures described above.

o Writing Covered Call Options. The Fund can write (that is, sell) calls.
If the Fund sells a call option, it must be covered. That means the Fund must
own the security subject to the call while the call is outstanding, or, for
certain types of calls, the call may be covered by identifying liquid assets
on the Fund's books to enable the Fund to satisfy its obligations if the call
is exercised. Up to 25% of the Fund's total assets may be subject to calls
the Fund writes.

When the Fund writes a call on a security, it receives cash (a
premium). The Fund agrees to sell the underlying security to a purchaser of a
corresponding call on the same security during the call period at a fixed
exercise price regardless of market price changes during the call period. The
call period is usually not more than nine months. The exercise price may
differ from the market price of the underlying security. The Fund has the
risk of loss that the price of the underlying security may decline during the
call period. That risk may be offset to some extent by the premium the Fund
receives. If the value of the investment does not rise above the call price,
it is likely that the call will lapse without being exercised. In that case
the Fund would keep the cash premium and the investment.

When the Fund writes a call on an index, it receives cash (a premium).
If the buyer of the call exercises it, the Fund will pay an amount of cash
equal to the difference between the closing price of the call and the
exercise price, multiplied by the specified multiple that determines the
total value of the call for each point of difference. If the value of the
underlying investment does not rise above the call price, it is likely that
the call will lapse without being exercised. In that case the Fund would keep
the cash premium.

The Fund's custodian, or a securities depository acting for the
custodian, will act as the Fund's escrow agent, through the facilities of the
Options Clearing Corporation ("OCC"), as to the investments on which the Fund
has written calls traded on exchanges or as to other acceptable escrow
securities. In that way, no margin will be required for such transactions.
OCC will release the securities on the expiration of the option or when the
Fund enters into a closing transaction.

If the Fund writes an over-the-counter ("OTC") option, it will enter
into an arrangement with a primary U.S. government securities dealer which
will establish a formula price at which the Fund will have the absolute right
to repurchase that OTC option. The formula price will generally be based on a
multiple of the premium received for the option, plus the amount by which the
option is exercisable below the market price of the underlying security (that
is, the option is "in the money"). When the Fund writes an OTC option, it
will treat as illiquid (for purposes of its restriction on holding illiquid
securities) the mark-to-market value of any OTC option it holds, unless the
option is subject to a buy-back agreement by the executing broker.

To terminate its obligation on a call it has written, the Fund may
purchase a corresponding call in a "closing purchase transaction". The Fund
will then realize a profit or loss, depending upon whether the net of the
amount of the option transaction costs and the premium received on the call
the Fund wrote is more or less than the price of the call the Fund purchases
to close out the transaction. The Fund may realize a profit if the call
expires unexercised, because the Fund will retain the underlying security and
the premium it received when it wrote the call. Any such profits are
considered short-term capital gains for federal income tax purposes, as are
the premiums on lapsed calls. When distributed by the Fund they are taxable
as ordinary income. If the Fund cannot effect a closing purchase transaction
due to the lack of a market, it will have to hold the callable securities
until the call expires or is exercised.

The Fund may also write calls on a futures contract without owning the
futures contract or securities deliverable under the contract. To do so, at
the time the call is written, the Fund must cover the call by identifying on
its books an equivalent dollar amount of liquid assets. The Fund will
identify additional liquid assets on the Fund's books if the value of the
identified assets drops below 100% of the current value of the future.
Because of this segregation requirement, in no circumstances would the Fund's
receipt of an exercise notice as to that future require the Fund to deliver a
futures contract. It would simply put the Fund in a short futures position,
which is permitted by the Fund's hedging policies.

o Writing Put Options. The Fund can sell put options. A put option on
securities gives the purchaser the right to sell, and the writer the
obligation to buy, the underlying investment at the exercise price during the
option period. The Fund will not write puts if, as a result, more than 50% of
the Fund's net assets would be required to be identified on the Fund's books
to cover such put options.

If the Fund writes a put, the put must be covered by liquid assets
identified on the Fund's books. The premium the Fund receives from writing a
put represents a profit, as long as the price of the underlying investment
remains equal to or above the exercise price of the put. However, the Fund
also assumes the obligation during the option period to buy the underlying
investment from the buyer of the put at the exercise price, even if the value
of the investment falls below the exercise price. If a put the Fund has
written expires unexercised, the Fund realizes a gain in the amount of the
premium less the transaction costs incurred. If the put is exercised, the
Fund must fulfill its obligation to purchase the underlying investment at the
exercise price. That price will usually exceed the market value of the
investment at that time. In that case, the Fund may incur a loss if it sells
the underlying investment. That loss will be equal to the sum of the sale
price of the underlying investment and the premium received minus the sum of
the exercise price and any transaction costs the Fund incurred.

When writing a put option on a security, to secure its obligation to
pay for the underlying security the Fund will identify on its books liquid
assets with a value equal to or greater than the exercise price of the
underlying securities. The Fund therefore forgoes the opportunity of
investing the identified assets or writing calls against those assets.

As long as the Fund's obligation as the put writer continues, it may be
assigned an exercise notice by the broker-dealer through which the put was
sold. That notice will require the Fund to take delivery of the underlying
security and pay the exercise price. The Fund has no control over when it may
be required to purchase the underlying security, since it may be assigned an
exercise notice at any time prior to the termination of its obligation as the
writer of the put. That obligation terminates upon expiration of the put. It
may also terminate if, before it receives an exercise notice, the Fund
effects a closing purchase transaction by purchasing a put of the same series
as it sold. Once the Fund has been assigned an exercise notice, it cannot
effect a closing purchase transaction.

The Fund may decide to effect a closing purchase transaction to realize
a profit on an outstanding put option it has written or to prevent the
underlying security from being put. Effecting a closing purchase transaction
will also permit the Fund to write another put option on
the security, or to sell the security and use the proceeds from the sale for
other investments. The Fund will realize a profit or loss from a closing
purchase transaction depending on whether the cost of the transaction is less
or more than the premium received from writing the put option. Any profits
from writing puts are considered short-term capital gains for federal tax
purposes, and when distributed by the Fund, are taxable as ordinary income.

o Purchasing Puts and Calls. The Fund can purchase calls to protect
against the possibility that the Fund's portfolio will not participate in an
anticipated rise in the securities market. When the Fund buys a call (other
than in a closing purchase transaction), it pays a premium. The Fund then has
the right to buy the underlying investment from a seller of a corresponding
call on the same investment during the call period at a fixed exercise price.
The Fund benefits only if it sells the call at a profit or if, during the
call period, the market price of the underlying investment is above the sum
of the call price plus the transaction costs and the premium paid for the
call and the Fund exercises the call. If the Fund does not exercise the call
or sell it (whether or not at a profit), the call will become worthless at
its expiration date. In that case the Fund will have paid the premium but
lost the right to purchase the underlying investment.

The Fund can buy puts whether or not it holds the underlying investment
in its portfolio. When the Fund purchases a put, it pays a premium and,
except as to puts on indices, has the right to sell the underlying investment
to a seller of a put on a corresponding investment during the put period at a
fixed exercise price. Buying a put on securities or futures the Fund owns
enables the Fund to attempt to protect itself during the put period against a
decline in the value of the underlying investment below the exercise price by
selling the underlying investment at the exercise price to a seller of a
corresponding put. If the market price of the underlying investment is equal
to or above the exercise price and, as a result, the put is not exercised or
resold, the put will become worthless at its expiration date. In that case
the Fund will have paid the premium but lost the right to sell the underlying
investment. However, the Fund may sell the put prior to its expiration. That
sale may or may not be at a profit.

Buying a put on an investment the Fund does not own (such as an index
or future) permits the Fund either to resell the put or to buy the underlying
investment and sell it at the exercise price. The resale price will vary
inversely to the price of the underlying investment. If the market price of
the underlying investment is above the exercise price and, as a result, the
put is not exercised, the put will become worthless on its expiration date.

When the Fund purchases a call or put on an index or future, it pays a
premium, but settlement is in cash rather than by delivery of the underlying
investment to the Fund. Gain or loss depends on changes in the index in
question (and thus on price movements in the securities market generally)
rather than on price movements in individual securities or futures contracts.

The Fund may buy a call or put only if, after the purchase, the value
of all call and put options held by the Fund will not exceed 5% of the Fund's
total assets.

o Buying and Selling Call and Put Options on Foreign Currencies. The Fund
can buy and sell calls and puts on foreign currencies. They include puts and
calls that trade on a securities or commodities exchange or in the
over-the-counter markets or are quoted by major recognized dealers in such
options. The Fund could use these calls and puts to try to protect against
declines in the dollar value of foreign securities and increases in the
dollar cost of foreign securities the Fund wants to acquire.

If the Sub-Adviser anticipates a rise in the dollar value of a foreign
currency in which securities to be acquired are denominated, the increased
cost of those securities may be partially offset by purchasing calls or
writing puts on that foreign currency. If the Sub-Adviser anticipates a
decline in the dollar value of a foreign currency, the decline in the dollar
value of portfolio securities denominated in that currency might be partially
offset by writing calls or purchasing puts on that foreign currency. However,
the currency rates could fluctuate in a direction adverse to the Fund's
position. The Fund will then have incurred option premium payments and
transaction costs without a corresponding benefit.

A call the Fund writes on a foreign currency is "covered" if the Fund
owns the underlying foreign currency covered by the call or has an absolute
and immediate right to acquire that foreign currency without additional cash
consideration (or it can do so for additional cash consideration identified
on its books) upon conversion or exchange of other foreign currency held in
its portfolio.

The Fund could write a call on a foreign currency to provide a hedge
against a decline in the U.S. dollar value of a security which the Fund owns
or has the right to acquire and which is denominated in the currency
underlying the option. That decline might be one that occurs due to an
expected adverse change in the exchange rate. This is known as a
"cross-hedging" strategy. In those circumstances, the Fund covers the option
by identifying on its books liquid assets in an amount equal to the exercise
price of the option.

o Risks of Hedging with Options and Futures. The use of hedging
instruments requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management. If
the Sub-Adviser uses a hedging instrument at the wrong time or judges market
conditions incorrectly, hedging strategies may reduce the Fund's return. The
Fund could also experience losses if the prices of its futures and options
positions were not correlated with its other investments.

The Fund's option activities could affect its portfolio turnover rate
and brokerage commissions. The exercise of calls written by the Fund might
cause the Fund to sell related portfolio securities, thus increasing its
turnover rate. The exercise by the Fund of puts on securities will cause the
sale of underlying investments, increasing portfolio turnover. Although the
decision whether to exercise a put it holds is within the Fund's control,
holding a put might cause the Fund to sell the related investments for
reasons that would not exist in the absence of the put.

The Fund could pay a brokerage commission each time it buys a call or
put, sells a call or put, or buys or sells an underlying investment in
connection with the exercise of a call or put. Those commissions could be
higher on a relative basis than the commissions for direct purchases or sales
of the underlying investments. Premiums paid for options are small in
relation to the market value of the underlying investments. Consequently, put
and call options offer large amounts of leverage. The leverage offered by
trading in options could result in the Fund's net asset value being more
sensitive to changes in the value of the underlying investment.

If a covered call written by the Fund is exercised on an investment
that has increased in value, the Fund will be required to sell the investment
at the call price. It will not be able to realize any profit if the
investment has increased in value above the call price.

An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option. The Fund
might experience losses if it could not close out a position because of an
illiquid market for the future or option.

There is a risk in using short hedging by selling futures or purchasing
puts on broadly-based indices or futures to attempt to protect against
declines in the value of the Fund's portfolio securities. The risk is that
the prices of the futures or the applicable index will correlate imperfectly
with the behavior of the cash prices of the Fund's securities. For example,
it is possible that while the Fund has used hedging instruments in a short
hedge, the market might advance and the value of the securities held in the
Fund's portfolio might decline. If that occurred, the Fund would lose money
on the hedging instruments and also experience a decline in the value of its
portfolio securities. However, while this could occur for a very brief period
or to a very small degree, over time the value of a diversified portfolio of
securities will tend to move in the same direction as the indices upon which
the hedging instruments are based.

The risk of imperfect correlation increases as the composition of the
Fund's portfolio diverges from the securities included in the applicable
index. To compensate for the imperfect correlation of movements in the price
of the portfolio securities being hedged and movements in the price of the
hedging instruments, the Fund might use hedging instruments in a greater
dollar amount than the dollar amount of portfolio securities being hedged. It
might do so if the historical volatility of the prices of the portfolio
securities being hedged is more than the historical volatility of the
applicable index.

The ordinary spreads between prices in the cash and futures markets are
subject to distortions, due to differences in the nature of those markets.
First, all participants in the futures market are subject to margin deposit
and maintenance requirements. Rather than meeting additional margin deposit
requirements, investors may close futures contracts through offsetting
transactions which could distort the normal relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or
taking delivery. To the extent participants decide to make or take delivery,
liquidity in the futures market could be reduced, thus producing distortion.
Third, from the point of view of speculators, the deposit requirements in the
futures market are less onerous than margin requirements in the securities
markets. Therefore, increased participation by speculators in the futures
market may cause temporary price distortions.

The Fund can use hedging instruments to establish a position in the
securities markets as a temporary substitute for the purchase of individual
securities (long hedging) by buying futures and/or calls on such futures,
broadly-based indices or on securities. It is possible that when the Fund
does so the market might decline. If the Fund then concludes not to invest in
securities because of concerns that the market might decline further or for
other reasons, the Fund will realize a loss on the hedging instruments that
is not offset by a reduction in the price of the securities purchased.

o Forward Contracts. Forward contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future delivery
at a fixed price. The Fund uses them to "lock in" the U.S. dollar price of a
security denominated in a foreign currency that the Fund has bought or sold,
or to protect against possible losses from changes in the relative values of
the U.S. dollar and a foreign currency. The Fund limits its exposure in
foreign currency exchange contracts in a particular foreign currency to the
amount of its assets denominated in that currency or a closely-correlated
currency. The Fund may also use "cross-hedging" where the Fund hedges against
changes in currencies other than the currency in which a security it holds is
denominated.

Under a forward contract, one party agrees to purchase, and another
party agrees to sell, a specific currency at a future date. That date may be
any fixed number of days from the date of the contract agreed upon by the
parties. The transaction price is set at the time the contract is entered
into. These contracts are traded in the inter-bank market conducted directly
among currency traders (usually large commercial banks) and their customers.

The Fund may use forward contracts to protect against uncertainty in
the level of future exchange rates. The use of forward contracts does not
eliminate the risk of fluctuations in the prices of the underlying securities
the Fund owns or intends to acquire, but it does fix a rate of exchange in
advance. Although forward contracts may reduce the risk of loss from a
decline in the value of the hedged currency, at the same time they limit any
potential gain if the value of the hedged currency increases.

When the Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when it anticipates receiving
dividend payments in a foreign currency, the Fund might desire to "lock-in"
the U.S. dollar price of the security or the U.S. dollar equivalent of the
dividend payments. To do so, the Fund could enter into a forward contract for
the purchase or sale of the amount of foreign currency involved in the
underlying transaction, in a fixed amount of U.S. dollars per unit of the
foreign currency. This is called a "transaction hedge". The transaction hedge
will protect the Fund against a loss from an adverse change in the currency
exchange rates during the period between the date on which the security is
purchased or sold or on which the payment is declared, and the date on which
the payments are made or received.

The Fund could also use forward contracts to lock in the U.S. dollar
value of portfolio positions. This is called a "position hedge". When the
Fund believes that foreign currency might suffer a substantial decline
against the U.S. dollar, it could enter into a forward contract to sell an
amount of that foreign currency approximating the value of some or all of the
Fund's portfolio securities denominated in that foreign currency. When the
Fund believes that the U.S. dollar might suffer a substantial decline against
a foreign currency, it could enter into a forward contract to buy that
foreign currency for a fixed dollar amount. Alternatively, the Fund could
enter into a forward contract to sell a different foreign currency for a
fixed U.S. dollar amount if the Fund believes that the U.S. dollar value of
the foreign currency to be sold pursuant to its forward contract will fall
whenever there is a decline in the U.S. dollar value of the currency in which
portfolio securities of the Fund are denominated. That is referred to as a
"cross hedge".

The Fund will cover its short positions in these cases by identifying
on its books assets having a value equal to the aggregate amount of the
Fund's commitment under forward contracts. The Fund will not enter into
forward contracts or maintain a net exposure to such contracts if the
consummation of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency or another currency that is the
subject of the hedge.

However, to avoid excess transactions and transaction costs, the Fund
may maintain a net exposure to forward contracts in excess of the value of
the Fund's portfolio securities or other assets denominated in foreign
currencies if the excess amount is "covered" by liquid securities denominated
in any currency. The cover must be at least equal at all times to the amount
of that excess. As one alternative, the Fund may purchase a call option
permitting the Fund to purchase the amount of foreign currency being hedged
by a forward sale contract at a price no higher than the forward contract
price. As another alternative, the Fund may purchase a put option permitting
the Fund to sell the amount of foreign currency subject to a forward purchase
contract at a price as high or higher than the forward contact price.

The precise matching of the amounts under forward contracts and the
value of the securities involved generally will not be possible because the
future value of securities denominated in foreign currencies will change as a
consequence of market movements between the date the forward contract is
entered into and the date it is sold. In some cases the Sub-Adviser might
decide to sell the security and deliver foreign currency to settle the
original purchase obligation. If the market value of the security is less
than the amount of foreign currency the Fund is obligated to deliver, the
Fund might have to purchase additional foreign currency on the "spot" (that
is, cash) market to settle the security trade. If the market value of the
security instead exceeds the amount of foreign currency the Fund is obligated
to deliver to settle the trade, the Fund might have to sell on the spot
market some of the foreign currency received upon the sale of the security.
There will be additional transaction costs on the spot market in those cases.

The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated
currency movements will not be accurately predicted, causing the Fund to
sustain losses on these contracts and to pay additional transactions costs.
The use of forward contracts in this manner might reduce the Fund's
performance if there are unanticipated changes in currency prices to a
greater degree than if the Fund had not entered into such contracts.

At or before the maturity of a forward contract requiring the Fund to
sell a currency, the Fund might sell a portfolio security and use the sale
proceeds to make delivery of the currency. In the alternative the Fund might
retain the security and offset its contractual obligation to deliver the
currency by purchasing a second contract. Under that contract the Fund will
obtain, on the same maturity date, the same amount of the currency that it is
obligated to deliver. Similarly, the Fund might close out a forward contract
requiring it to purchase a specified currency by entering into a second
contract entitling it to sell the same amount of the same currency on the
maturity date of the first contract. The Fund would realize a gain or loss as
a result of entering into such an offsetting forward contract under either
circumstance. The gain or loss will depend on the extent to which the
exchange rate or rates between the currencies involved moved between the
execution dates of the first contract and offsetting contract.

The costs to the Fund of engaging in forward contracts vary with
factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because forward contracts are
usually entered into on a principal basis, no brokerage fees or commissions
are involved. Because these contracts are not traded on an exchange, the Fund
must evaluate the credit and performance risk of the counterparty under each
forward contract.

Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. The Fund may convert foreign currency from time to
time, and will incur costs in doing so. Foreign exchange dealers do not
charge a fee for conversion, but they do seek to realize a profit based on
the difference between the prices at which they buy and sell various
currencies. Thus, a dealer might offer to sell a foreign currency to the Fund
at one rate, while offering a lesser rate of exchange if the Fund desires to
resell that currency to the dealer.

o Total Return Swap Transactions. The Fund may enter into total return
swaps. The Fund will only enter into total return swaps if consistent with
its fundamental investment objectives or policies. A swap contract is
essentially like a portfolio of forward contracts, under which one party
agrees to exchange an asset (for example, bushels of wheat) for another asset
(cash) at specified dates in the future. A one-period swap contract operates
in a manner similar to a forward or futures contract because there is an
agreement to swap a commodity for cash at only one forward date. The Fund may
engage in swap transactions that have more than one period and therefore more
than one exchange of assets.

The Fund may invest in total return swaps to gain exposure to the
overall commodity markets. In a total return commodity swap the Fund will
receive the price appreciation of a commodity index, a portion of the index,
or a single commodity in exchange for paying an agreed-upon fee. If the
commodity swap is for one period, the Fund will pay a fixed fee, established
at the outset of the swap. However, if the term of the commodity swap is more
than one period, with interim swap payments, the Fund will pay an adjustable
or floating fee. With a "floating" rate, the fee is pegged to a base rate
such as the London Interbank Offered Rate ("LIBOR"), and is adjusted each
period. Therefore, if interest rates increase over the term of the swap
contract, the Fund may be required to pay a higher fee at each swap reset
date.

o Regulatory Aspects of Hedging Instruments. The Commodities Futures
Trading Commission (the "CFTC") has eliminated limitations on futures trading
by certain regulated entities including registered investment companies and
consequently registered investment companies may engage in unlimited futures
transactions and options thereon provided that the Fund claims an exclusion
from regulation as a commodity pool operator. The Fund has claimed such an
exclusion from registration as a commodity pool operator under the Commodity
Exchange Act ("CEA"). The Fund may use futures and options for hedging and
non-hedging purposes to the extent consistent with its investment objective,
internal risk management guidelines adopted by the Fund's Manager (as they
may be amended from time to time), and as otherwise set forth in the Fund's
Prospectus or this SAI.

Transactions in options by the Fund are subject to limitations
established by the option exchanges. The exchanges limit the maximum number
of options that may be written or held by a single investor or group of
investors acting in concert. Those limits apply regardless of whether the
options were written or purchased on the same or different exchanges or are
held in one or more accounts or through one or more different exchanges or
through one or more brokers. Thus, the number of options that the Fund may
write or hold may be affected by options written or held by other entities,
including other investment companies having the same adviser as the Fund (or
an adviser that is an affiliate of the Fund's adviser). The exchanges also
impose position limits on futures transactions. An exchange may order the
liquidation of positions found to be in violation of those limits and may
impose certain other sanctions.

Under SEC staff interpretations regarding applicable provisions of the
Investment Company Act, when the Fund purchases a future, it must segregate
cash or readily marketable short-term debt instruments in an amount equal to
the purchase price of the future, less the margin deposit applicable to it.
The account must be a segregated account or accounts held by the Fund's
custodian bank.

o Tax Aspects of Certain Hedging Instruments. Certain foreign currency
exchange contracts in which the Fund may invest are treated as "Section 1256
contracts" under the Internal Revenue Code. In general, gains or losses
relating to Section 1256 contracts are characterized as 60% long-term and 40%
short-term capital gains or losses under the Code. However, foreign currency
gains or losses arising from Section 1256 contracts that are forward
contracts generally are treated as ordinary income or loss. In addition,
Section 1256 contracts held by the Fund at the end of each taxable year are
"marked-to-market", and unrealized gains or losses are treated as though they
were realized. These contracts also may be marked-to-market for purposes of
determining the excise tax applicable to investment company distributions and
for other purposes under rules prescribed pursuant to the Internal Revenue
Code. An election can be made by the Fund to exempt those transactions from
this marked-to-market treatment.

Certain forward contracts the Fund enters into may result in
"straddles" for federal income tax purposes. The straddle rules may affect
the character and timing of gains (or losses) recognized by the Fund on
straddle positions. Generally, a loss sustained on the disposition of a
position making up a straddle is allowed only to the extent that the loss
exceeds any unrecognized gain in the offsetting positions making up the
straddle. Disallowed loss is generally allowed at the point where there is no
unrecognized gain in the offsetting positions making up the straddle, or the
offsetting position is disposed of.

Under the Internal Revenue Code, the following gains or losses are
treated as ordinary income or loss:
(1) gains or losses attributable to fluctuations in exchange rates that
occur between the time the Fund accrues interest or other
receivables or accrues expenses or other liabilities denominated
in a foreign currency and the time the Fund actually collects such
receivables or pays such liabilities, and
(2) gains or losses attributable to fluctuations in the value of a foreign
currency between the date of acquisition of a debt security
denominated in a foreign currency or foreign currency forward
contracts and the date of disposition.

Currency gains and losses are offset against market gains and losses on
each trade before determining a net "Section 988" gain or loss under the
Internal Revenue Code for that trade, which may increase or decrease the
amount of the Fund's investment income available for distribution to its
shareholders.

Temporary Defensive and Interim Investments. When market conditions are
unstable, or the Sub-Adviser believes it is otherwise appropriate to reduce
holdings in stocks, the Fund can invest in a variety of debt securities for
defensive purposes. The Fund can also purchase these securities for liquidity
purposes to meet cash needs due to the redemption of Fund shares, or to hold
while waiting to reinvest cash received from the sale of other portfolio
securities. The Fund can buy:
o high-quality (rated in the top two rating categories of
nationally-recognized rating organizations or deemed by the
Sub-Adviser to be of comparable quality), short-term money market
instruments, including those issued by the U. S. Treasury or
other government agencies,

o commercial paper (short-term, unsecured, promissory notes of domestic
or foreign companies) rated in the top two rating categories of a
nationally-recognized rating organization,

o debt obligations of corporate issuers, rated investment grade (rated at
least Baa by Moody's or at least BBB by Standard & Poor's, or a
comparable rating by another rating organization), or unrated
securities judged by the Sub-Adviser to be of a quality
comparable to rated securities in those categories,

o certificates of deposit and bankers' acceptances of domestic and
foreign banks and savings and loan associations, and

o repurchase agreements.

Short-term debt securities would normally be selected for defensive or
cash management purposes because they can normally be disposed of quickly,
are not generally subject to significant fluctuations in principal value and
their value will be less subject to interest rate risk than longer-term debt
securities.

Other Investment Restrictions

|X| What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be
changed only by the vote of a "majority" of the Fund's outstanding voting
securities. Under the Investment Company Act, a "majority" vote is defined as
the vote of the holders of the lesser of:

o 67% or more of the voting securities present or represented by proxy at
a shareholder meeting, if the holders of more than 50% of the
outstanding voting securities are present or represented by proxy,
or
o more than 50% of the outstanding voting securities.

The Fund's investment objective is a fundamental policy. Other policies
described in the Prospectus or this SAI are "fundamental" only if they are
identified as such. The Fund's Board can change non-fundamental policies
without shareholder approval. Significant changes to investment policies will
be described in supplements or updates to the Prospectus or this SAI, as
appropriate. The Fund's principal investment policies are described in the
Prospectus.

|X| What Are the Fund's Additional Fundamental Policies? The following
investment restrictions are fundamental policies of the Fund.

o The Fund may not borrow money, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
from that Act that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

o The Fund cannot make loans, except to the extent permitted under the
Investment Company Act, the rules or regulations thereunder or any exemption
therefrom that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to time.

o The Fund cannot invest 25% or more of its total assets in any one
industry or group of related industries. That limit does not apply to
securities issued or guaranteed by the U.S. government or its agencies and
instrumentalities or securities issued by investment companies.

o The Fund cannot invest in real estate, physical commodities or
commodity contracts, except to the extent permitted under the Investment
Company Act, the rules and regulations thereunder or any exemption therefrom,
as such statute, rules or regulations may be amended or interpreted from time
to time.

o The Fund cannot underwrite securities of other companies. A permitted
exception is in case it is deemed to be an underwriter under the Securities
Act when reselling any securities held in its own portfolio.

o The Fund cannot issue senior securities, except to the extent permitted
under the Investment Company Act, the rules and regulations thereunder or any
exemption therefrom, as such statute, rules or regulations may be amended or
interpreted from time to time.

For purposes of the Fund's policy not to concentrate its investments as
described above, the Fund has adopted classifications of industries and group
of related industries. This classification is not a fundamental policy.

Currently, under the Investment Company Act, and the Oppenheimer
funds" exemptive order, a fund may borrow only from banks and/or affiliated
investment companies in an amount up to one-third of its total assets
(including the amount borrowed less all liabilities and indebtedness other
than borrowing), except that a fund may borrow up to 5% of its total assets
for temporary purposes from any person. Under the Investment Company Act,
there is a rebuttable presumption that a loan is temporary if it is repaid
within 60 days and not extended or renewed. Also, presently under the
Investment Company Act, a fund may lend its portfolio securities in an amount
not to exceed 33 1/3 percent of the value of its total assets. The Investment
Company Act also requires each registered fund to adopt a fundamental policy
regarding investments in real estate and/or commodities. To the extent that a
Fund has restrictions on or not permitted to invest in real estate, real
estate related securities and/or commodities, that information is set out in
the investment restrictions in this section. Presently, under the Investment
Company Act a registered mutual fund cannot make any commitment as an
underwriter, if immediately thereafter the amount of its outstanding
underwriting commitments, plus the value of its investments in securities of
issuers (other than investment companies) of which it owns more than ten
percent of the outstanding voting securities, exceeds twenty-five percent of
the value of the fund's total assets, except to the extent that a fund may be
considered an underwriter within the meaning of the Securities Act when
reselling securities held in its own portfolio

|X| Does the Fund Have Additional Restrictions That Are Not "Fundamental"
Policies? The Fund has an additional operating policy which is stated below,
that is not
"fundamental", and which can be changed by the Board of Trustees without
shareholder approval.

o The Fund cannot sell securities short except in "short sales
against-the-box." The Fund does not intend to engage in this type of
transaction at all because of the applicable tax laws.

o The Fund can invest in securities of other investment companies, only
to the extent permitted under section 12(d) of the Investment Company Act.
Additionally, such investments may not be made at commission rates in excess
of normal brokerage commissions.

Non-Diversification of the Fund's Investments. The Fund is "non-diversified,"
as defined in the Investment Company Act. Funds that are diversified have
restrictions against investing too much of their assets in the securities of
any one "issuer." That means that the Fund may be able to invest more of its
assets in the securities of a single issuer than a fund that is diversified.

Being non-diversified poses additional investment risks, because if the
Fund invests more of its assets in fewer issuers, the value of its shares is
subject to greater fluctuations from adverse conditions affecting any one of
those issuers. However, the Fund does limit its investments in the securities
of any one issuer to qualify for tax purposes as a "regulated investment
company" under the Internal Revenue Code. By qualifying, it does not have to
pay federal income taxes if more than 90% of its earnings are distributed to
shareholders. To qualify, the Fund must meet a number of conditions. First,
not more than 25% of the market value of the Fund's total assets may be
invested in the securities of a single issuer. Second, with respect to 50% of
the market value of its total assets, (1) no more than 5% of the market value
of its total assets may be invested in the securities of a single issuer, and
(2) the Fund must not own more than 10% of the outstanding voting securities
of a single issuer. This is not a fundamental policy.

Disclosure of Portfolio Holdings. The Fund has adopted policies and
procedures concerning the dissemination of information about its portfolio
holdings by employees, officers and/or directors of the Manager, Sub-Adviser,
Distributor and Transfer Agent. These policies are designed to assure that
non-public information about portfolio securities is distributed only for a
legitimate business purpose, and is done in a manner that (a) conforms to
applicable laws and regulations and (b) is designed to prevent that
information from being used in a way that could negatively affect the Fund's
investment program or enable third parties to use that information in a
manner that is harmful to the Fund.

o Public Disclosure. The Fund's portfolio holdings are made publicly
available no later than 60 days after the close of each of the
Fund's fiscal quarters in its semi-annual report to shareholders,
its annual report to shareholders, or its Statements of Investments
on Form N-Q. Those documents are publicly available at the SEC. In
addition, the top 20 month-end holdings may be posted on the OFIPI
website at www.ofiprivateinvestments.com (select the Fund's name
under the "View Fund Information for:" menu) with a 15-day lag. The
Fund may release a more restrictive list of holdings (e.g., the top
five or top 10 portfolio holdings) or may release no holdings if
that is in the best interests of the Fund and its shareholders.
Other general information about the Fund's portfolio investments,
such as portfolio composition by asset class, industry, country,
currency, credit rating or maturity, may also be posted.

Until publicly disclosed, the Fund's portfolio holdings are
proprietary, confidential business information. While recognizing the
importance of providing Fund shareholders with information about their Fund's
investments and providing portfolio information to a variety of third parties
to assist with the management, distribution and administrative process, the
need for transparency must be balanced against the risk that third parties
who gain access to the Fund's portfolio holdings information could attempt to
use that information to trade ahead of or against the Fund, which could
negatively affect the prices the Fund is able to obtain in portfolio
transactions or the availability of the securities that portfolio managers
are trading on the Fund's behalf.

The Manager and its subsidiaries and affiliates, employees, officers, and
directors, shall neither solicit nor accept any compensation or other
consideration (including any agreement to maintain assets in the Fund or in
other investment companies or accounts managed by the Manager or any
affiliated person of the Manager) in connection with the disclosure of the
Fund's non-public portfolio holdings. The receipt of investment advisory fees
or other fees and compensation paid to the Manager, the Sub-Adviser and their
subsidiaries pursuant to agreements approved by the Fund's Board shall not be
deemed to be "compensation" or "consideration" for these purposes. It is a
violation of the Code of Ethics for any covered person to release holdings in
contravention of portfolio holdings disclosure policies and procedures
adopted by the Fund.

A list of the top 20 portfolio securities holdings (based on invested
assets), listed by security or by issuer, as of the end of each month may be
disclosed to third parties (subject to the procedures below) no sooner than
15 days after month-end.

Except under special limited circumstances discussed below, month-end lists
of the Fund's complete portfolio holdings may be disclosed no sooner than
30-days after the relevant month-end, subject to the procedures below. If the
Fund's complete portfolio holdings have not been disclosed publicly, they may
be disclosed pursuant to special requests for legitimate business reasons,
provided that:

o The third-party recipient must first submit a request for release of
Fund portfolio holdings, explaining the business reason for the
request;

o Senior officers (a Senior Vice President, Deputy General Counsel or
above) in the Manager's Portfolio and Legal departments must approve
the completed request for release of Fund portfolio holdings; and

o The third-party recipient must sign the Manager's portfolio holdings
non-disclosure agreement before receiving the data, agreeing to keep
information that is not publicly available regarding the Fund's
holdings confidential and agreeing not to trade directly or
indirectly based on the information.

The Fund's complete portfolio holdings positions may be released to the
following categories of entities or individuals on an ongoing basis, provided
that such entity or individual either (1) has signed an agreement to keep
such information confidential and not trade on the basis of such information
or (2) is subject to fiduciary obligations, as a member of the Fund's Board,
or as an employee, officer and/or director of the Manager, Sub-Adviser,
Distributor, or Transfer Agent, or their respective legal counsel, not to
disclose such information except in conformity with these policies and
procedures and not to trade for his/her personal account on the basis of such
information:

o Employees of the Fund's Manager, Sub-Adviser, Distributor and Transfer
Agent who need to have access to such information (as determined by
senior officers of such entity),

o The Fund's independent registered public accounting firm,

o Members of the Fund's Board and the Board's legal counsel,

o The Fund's custodian bank,

o A proxy voting service designated by the Fund and its Board,

o Rating/ranking organizations (such as Lipper and Morningstar),

o Portfolio pricing services retained by the Manager to provide portfolio
security prices, and

o Dealers, to obtain bids (price quotations if securities are not priced
by the Fund's regular pricing services).

Portfolio holdings information of the Fund may be provided, under limited
circumstances, to brokers and/or dealers with whom the Fund trades and/or
entities that provide investment coverage and/or analytical information
regarding the Fund's portfolio, provided that there is a legitimate
investment reason for providing the information to the broker, dealer or
other entity. Month-end portfolio holdings information may, under this
procedure, be provided to vendors providing research information and/or
analytics to the Fund, with at least a 15-day delay after the month end, but
in certain cases may be provided to a broker or analytical vendor with a 1-2
day lag to facilitate the provision of requested investment information to
the Manager to facilitate a particular trade or the portfolio managers'
investment process for the Fund. Any third party receiving such information
must first sign the Manager's portfolio holdings non-disclosure agreement as
a pre-condition to receiving this information.

Portfolio holdings information (which may include information on individual
securities positions or multiple securities) may be provided to the entities
listed below (1) by portfolio traders employed by the Manager in connection
with portfolio trading, and (2) by the members of the Manager's Security
Valuation Group and Accounting Departments in connection with portfolio
pricing or other portfolio evaluation purposes:

o Brokers and dealers in connection with portfolio transactions
(purchases and sales)

o Brokers and dealers to obtain bids or bid and asked prices (if
securities held by the Fund are not priced by the Fund's regular
pricing services)

o Dealers to obtain price quotations where the Fund is not identified as
the owner.

Portfolio holdings information (which may include information on the Fund's
entire portfolio or individual securities therein) may be provided by senior
officers of the Manager or attorneys on the legal staff of the Manager,
Distributor, or Transfer Agent, in the following circumstances:

o Response to legal process in litigation matters, such as responses to
subpoenas or in class action matters where the Fund may be part of
the plaintiff class (and seeks recovery for losses on a security) or
a defendant,

o Response to regulatory requests for information (the SEC, Financial
Industry Regulatory Authority ("FINRA"), state securities
regulators, and/or foreign securities authorities, including without
limitation requests for information in inspections or for position
reporting purposes),

o To potential sub-advisers of portfolios (pursuant to confidentiality
agreements),

o To consultants for retirement plans for plan sponsors/discussions at
due diligence meetings (pursuant to confidentiality agreements),

o Investment bankers in connection with merger discussions (pursuant to
confidentiality agreements).

Portfolio managers and analysts may, subject to the Manager's policies on
communications with the press and other media, discuss portfolio information
in interviews with members of the media, or in due diligence or similar
meetings with clients or prospective purchasers of Fund shares or their
financial intermediary representatives.

The Fund's shareholders may, under unusual circumstances (such as a lack of
liquidity in the Fund's portfolio to meet redemptions), receive redemption
proceeds of their Fund shares paid as pro rata shares of securities held in
the Fund's portfolio. In such circumstances, disclosure of the Fund's
portfolio holdings may be made to such shareholders.

Any permitted release of otherwise non-public portfolio holdings information
must be in accordance with the then-current policy on approved methods for
communicating confidential information.

The Chief Compliance Officer (the "CCO") of the Fund and the Manager,
Distributor, and Transfer Agent shall oversee the compliance by the Manager,
Sub-Adviser, Distributor, Transfer Agent, and their personnel with these
policies and procedures. At least annually, the CCO shall report to the
Fund's Board on such compliance oversight and on the categories of entities
and individuals to which disclosure of portfolio holdings of the Fund has
been made during the preceding year pursuant to these policies. The CCO shall
report to the Fund's Board any material violation of these policies and
procedures and shall make recommendations to the Board as to any amendments
that the CCO believes are necessary and desirable to carry out or improve
these policies and procedures.

The Manager and/or the Fund have entered into ongoing arrangements to make
available information about the Fund's portfolio holdings. One or more of the
Oppenheimer funds may currently disclose portfolio holdings information based
on ongoing arrangements to the following parties:

ABG Sundal Collier Fox-Pitt, Kelton, Inc. Neue Zurcher Bank
Nomura Securities
Alforma Capital Markets Fraser Mackenzie International, Inc.
Altrushare Friedman, Billings, Ramsey Numis Securities Inc.
FTN Equity Capital Markets
Altus Investment Management Corporation Oddo Securities
American Technology Research Garp Research & Securities Omgeo LLC
Auerbach Grayson & Company George K. Baum & Company Oppenheimer & Co., Inc.
Banc of America Securities GMP Securities L.P. Pacific Crest
Barclays Capital Goldman Sachs & Company Paradigm Capital
Barnard Jacobs Mellet Good Morning Securities Petercam/JPP Eurosecurities
BB&T Capital Markets Goodbody Stockbrokers Piper Jaffray Company
Handelsbanken Markets
Belle Haven Investments, Inc. Securities Prager Sealy & Company
Beltone Financial Helvea Inc. R. Seelaus & Co., Inc.
Bergen Capital Hewitt Ramirez & Company
Raymond James & Associates,
Bloomberg HJ Sims & Co., Inc. Inc.
BMO Capital Markets Howard Weil RBC Capital Markets
BNP Paribas HSBC Securities RBC Dain Rauscher
Hyundai Securities America,
Brean Murray Carret & Company Inc. Redburn Partners
Brown Brothers Harriman &
Company ICICI Securities Inc. Renaissance Capital
Buckingham Research Group Interactive Data RiskMetrics Group
Cabrera Capital Intermonte Robert W. Baird & Company
Callan Associates Janco Partners Rocaton
Cambridge Associates Janney Montgomery Scott LLC Rogers Casey
Canaccord Adams, Inc. Jefferies & Company Roosevelt & Cross
Caris & Company Jennings Capital Inc. Royal Bank of Scotland
Carnegie Jesup & Lamont Securities Russell/Mellon
Cazenove JMP Securities RV Kuhns
Cheuvreux Johnson Rice & Company Sal Oppenheim
Citigroup JPMorgan Chase Salman Partners
Cleveland Research Company Kaupthing Securities Inc. Samsung Securities
CLSA Keefe, Bruyette & Woods, Inc. Sandler Morris Harris Group
Cogent Keijser Securities N.V. Sandler O'Neill & Partners
Kempen & Co. USA Inc. Sanford C. Bernstein &
Collins Stewart Company, LLC
Commerzbank Kepler Capital Markets Santander Securities
Contrarian Capital
Management, LLC KeyBanc Capital Markets Scotia Capital
Cormark Securities KPMG LLP Seattle-Northwest Securities
Cowen & Company Kotak Mahindra Inc Sidoti & Company LLC
Craig-Hallum Capital Group LLC Siebert Brandford Shank &
Lazard Capital Company
Credit Suisse LCG Associates Simmons & Company
Crew & Associates Lebenthal & Company Societe Generale
D.A. Davidson & Company Leerink Swann Standard & Poor's
Dahlman Rose & Company Lipper Sterne Agee
Daiwa Securities Loop Capital Markets Stifel, Nicolaus & Company

Davy Macquarie Securities Stone & Youngberg
DeMarche MainFirst Bank AG SunGard
DEPFA First Albany Corporation MassMutual Suntrust Robinson Humphrey
Desjardins Securities Mediobanca Securities USA LLC SWS Group, Inc.
Deutsche Bank Merrill Lynch & Company, Inc. Thomas Weisel Partners
Dougherty and Company LLC Merrion Stockbrokers Ltd ThomsonReuters LLC
Dowling Partners Mesirow Financial Troika Dialog
Dresdner Kleinwort MF Global Securities UBS
Mitsubishi Financial
Duncan Williams Securities UOB Kay Hian (U.S.) Inc.
Dundee Securities Mizuho Securities USA Vining & Sparks
DZ Financial Markets ML Stern Vontobel Securities Ltd
Wachovia Securities
Edelweiss Securities Ltd. Morgan Keegan Corporation
Emmet & Co., Inc. Morgan Stanley Watson Wyatt
Empirical Research MorningStar Wedbush Morgan Securities
Enskilda Securities Motil Oswal Securities Weeden & Company
Evaluation Associates MSCI Barra West LB
Exane M&T Securities WH Mell & Associates
FactSet Research Systems Murphy & Durieu William Blair & Company
Fidelity Capital Markets National Bank Financial Wilshire
Winchester Capital
FBR Capital Markets & Co. Natixis Bleichroeder Inc. Partners, LLC
Ziegler Capital Markets
First Miami Securities Ned Davis Research Group Group
Fortis Securities Needham & Company

How the Fund is Managed

Organization and History. The Fund is an open-end, non-diversified management
investment company with an unlimited number of authorized shares of
beneficial interest. The Fund was organized as a Massachusetts business trust
on June 5, 2006. Prior to February 28, 2007, the Fund was named Oppenheimer
SMA Global Fund.

|X| Classes of Shares. The Fund currently has one class of shares. The
Trustees are authorized, without shareholder approval, to create new series
and classes of shares, to reclassify unissued shares into additional series
or classes and to divide or combine the shares of a class into a greater or
lesser number of shares without changing the proportionate beneficial
interest of a shareholder in the Fund. Shares do not have cumulative voting
rights, preemptive rights or subscription rights. Shares may be voted in
person or by proxy at shareholder meetings.

Shares are freely transferable, and each share of each class has one
vote at shareholder meetings, with fractional shares voting proportionally,
on matters submitted to a vote of shareholders. Each share of the Fund
represents an interest in the Fund proportionately equal to the interest of
each other share of the same class.

|X| Meetings of Shareholders. As a Massachusetts business trust, the Fund
is not required to hold, and does not plan to hold, regular annual meetings
of shareholders, but may hold shareholder meetings from time to time on
important matters or when required to do so by the Investment Company Act or
other applicable law. Shareholders have the right, upon a vote or
declaration in writing of two-thirds of the outstanding shares of the Fund,
to remove a Trustee or to take other action described in the Fund's Amended
and Restated Declaration of Trust ("Declaration of Trust").

The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee upon the written request of the record holders of 10% of its
outstanding shares. If the Trustees receive a request from at least 10
shareholders stating that they wish to communicate with other shareholders to
request a meeting to remove a Trustee, the Trustees will then either make the
Fund's shareholder list available to the applicants or mail their
communication to all other shareholders at the applicants' expense. The
shareholders making the request must have been shareholders for at least six
months and must hold shares of the Fund valued at $25,000 or more or
constituting at least 1% of the Fund's outstanding shares. The Trustees may
also take other action as permitted by the Investment Company Act.

|X| Shareholder and Trustee Liability. The Fund's Declaration of Trust
contains an express disclaimer of shareholder or Trustee liability for the
Fund's obligations. It also provides for indemnification and reimbursement of
expenses out of the Fund's property for any shareholder held personally
liable for its obligations. The Declaration of Trust also states that upon
request, the Fund shall assume the defense of any claim made against a
shareholder for any act or obligation of the Fund and shall satisfy any
judgment on that claim. |X| The Fund's contractual arrangements state that
any person doing business with the Fund (and each shareholder of the Fund)
agrees under its Declaration of Trust to look solely to the assets of the
Fund for satisfaction of any claim or demand that may arise out of any
dealings with the Fund. Additionally, the Trustees shall have no personal
liability to any such person, to the extent permitted by law. Although
Massachusetts law permits a shareholder of a business trust (such as the
Fund) to be held personally liable as a "partner" under certain
circumstances, the risk that a Fund shareholder will incur financial loss
from being held liable as a "partner" of the Fund is limited to the
relatively remote circumstances in which the Fund would be unable to meet its
obligations.

Board of Trustees and Oversight Committees. The Fund is governed by a Board
of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Board meets periodically throughout
the year to oversee the Fund's activities, review its performance, and review
the actions of the Manager and Sub-Adviser. The Board has an Audit Committee,
a Regulatory & Oversight Committee and a Governance Committee. The Audit
Committee and Regulatory & Oversight Committee are comprised solely of
Trustees who are not "interested persons" under the Investment Company Act
(the "Independent Trustees").

During the Fund's fiscal year ended May 31, 2009, the Audit Committee
held 4 meetings, the Regulatory & Oversight Committee held 5 meetings and the
Governance Committee held 4 meetings.

The members of the Audit Committee are David K. Downes (Chairman),
Phillip A. Griffiths, Mary F. Miller, Joseph M. Wikler and Peter I. Wold. The
Audit Committee furnishes the Board with recommendations regarding the
selection of the Fund's independent registered public accounting firm (also
referred to as the "independent Auditors"). Other main functions of the Audit
Committee outlined in the Audit Committee Charter, include, but are not
limited to: (i) reviewing the scope and results of financial statement audits
and the audit fees charged; (ii) reviewing reports from the Fund's
independent Auditors regarding the Fund's internal accounting procedures and
controls; (iii) reviewing reports from the Manager's Internal Audit
Department; (iv) maintaining a separate line of communication between the
Fund's independent Auditors and the Independent Trustees; (v) reviewing the
independence of the Fund's independent Auditors; and (vi) pre-approving the
provision of any audit or non-audit services by the Fund's independent
Auditors, including tax services, that are not prohibited by the
Sarbanes-Oxley Act, to the Fund, the Manager and certain affiliates of the
Manager.

The members of the Regulatory & Oversight Committee are Matthew P. Fink
(Chairman), David K. Downes, Phillip A. Griffiths, Joel W. Motley, Mary Ann
Tynan and Joseph M. Wikler. The Regulatory & Oversight Committee evaluates
and reports to the Board on the Fund's contractual arrangements, including
the Investment Advisory and Distribution Agreements, transfer agency and
shareholder service agreements and custodian agreements as well as the
policies and procedures adopted by the Fund to comply with the Investment
Company Act and other applicable law, among other duties as set forth in the
Regulatory & Oversight Committee's Charter.

The members of the Governance Committee are Joel W. Motley (Chairman),
Matthew P. Fink, Mary F. Miller, Russell S. Reynolds, Jr., Mary Ann Tynan and
Peter I. Wold. The Governance Committee reviews the Fund's governance
guidelines, the adequacy of the Fund's Codes of Ethics, and develops
qualification criteria for Board members consistent with the Fund's
governance guidelines, provides the Board with recommendations for voting
portfolio securities held by the Fund, and monitors the Fund's proxy voting,
among other duties set forth in the Governance Committee's Charter.

The Governance Committee's functions also include the nomination of
Trustees, including Independent Trustees, for election to the Board. The full
Board elects new Trustees except for those instances when a shareholder vote
is required.

The Governance Committee will consider nominees recommended by
Independent Trustees or recommended by any other Board members including
Board members affiliated with the Fund's Manager. The Governance Committee
may consider the advice and recommendation of the Manager and its affiliates
in selecting nominees, but need not do so. Upon Board approval, the
Governance Committee may retain an executive search firm to assist in
screening potential candidates and may also use the services of legal,
financial, or other external counsel that it deems necessary or desirable in
the screening process. To date, the Governance Committee has been able to
identify from its own resources an ample number of qualified candidates.
However, under the current policy of the Board, if the Board determines that
a vacancy exists or is likely to exist, the Governance Committee will include
candidates recommended by the Fund's shareholders in its consideration of
nominees.

Shareholders wishing to submit a nominee for election to the Board may
do so by mailing their submission to the offices of OppenheimerFunds, Inc.,
Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New
York 10281-1008, to the attention of the Board of Trustees of Oppenheimer
Baring SMA International Fund c/o the Secretary of the Fund. Submissions
should, at a minimum, be accompanied by the following: (1) the name, address,
and business, educational, and/or other pertinent background of the person
being recommended; (2) a statement concerning whether the person is an
"interested person" as defined in the Investment Company Act; (3) any other
information that the Fund would be required to include in a proxy statement
concerning the person if he or she was nominated; and (4) 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. Shareholders
should note that a person who owns securities issued by Massachusetts Mutual
Life Insurance Company (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. 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."

The Governance Committee has not established specific qualifications
that it believes must be met by a nominee. In evaluating nominees, the
Governance 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; and whether the individual
would be deemed an "audit committee financial expert" within the meaning of
applicable SEC rules. The Governance Committee also considers whether the
individual's background, skills, and experience will complement the
background, skills, and experience of other Trustees and will contribute to
the Board. There is no difference in the manner in which the Governance
Committee evaluates a nominee based on whether the nominee is recommended by
a shareholder. Candidates are expected to provide a mix of attributes,
experience, perspective and skills necessary to effectively advance the
interests of shareholders.

Trustees and Officers of the Fund. Except for Messrs. Murphy and
Reynolds, each of the Trustees is an Independent Trustee. All of the Trustees
are also directors or trustees of the following Oppenheimer funds (referred
to as "Board I Funds"):

Oppenheimer Quest International Value Fund,
Oppenheimer Absolute Return Fund Inc.
Oppenheimer AMT-Free Municipals Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer AMT-Free New York Municipals Oppenheimer Real Estate Fund

Oppenheimer Rochester Arizona Municipal

Oppenheimer Balanced Fund Fund

Oppenheimer Rochester Maryland Municipal

Oppenheimer Baring SMA International Fund Fund

Oppenheimer Rochester Massachusetts

Oppenheimer California Municipal Fund Municipal Fund

Oppenheimer Rochester Michigan Municipal

Oppenheimer Capital Appreciation Fund Fund

Oppenheimer Rochester Minnesota Municipal

Oppenheimer Developing Markets Fund Fund

Oppenheimer Rochester North Carolina

Oppenheimer Discovery Fund Municipal Fund
Oppenheimer Emerging Growth Fund Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal
Oppenheimer Equity Income Fund, Inc. Fund
Oppenheimer Global Fund Oppenheimer Select Value Fund
Oppenheimer Global Opportunities Fund Oppenheimer Series Fund, Inc.
Oppenheimer Global Value Fund Oppenheimer SMA Core Bond Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer SMA International Bond Fund
Oppenheimer Institutional Money Market
Fund Oppenheimer Transition 2010 Fund
Oppenheimer International Diversified Fund Oppenheimer Transition 2015 Fund
Oppenheimer International Growth Fund Oppenheimer Transition 2020 Fund
Oppenheimer International Small Company
Fund Oppenheimer Transition 2025 Fund
Oppenheimer Institutional Money Market
Fund Oppenheimer Transition 2030 Fund
Oppenheimer Limited Term California
Municipal Fund Oppenheimer Transition 2040 Fund
Oppenheimer Master International Value
Fund, LLC Oppenheimer Transition 2050 Fund
Oppenheimer Money Market Fund, Inc. OFI Tremont Core Strategies Hedge Fund
Oppenheimer Multi-State Municipal Trust Oppenheimer U.S. Government Trust
Oppenheimer Portfolio Series Rochester Fund Municipals
Oppenheimer Quest for Value Funds Rochester Portfolio Series

In addition to being a Board member of each of the Board I Funds,
Messrs. Downes and Wruble are directors or trustees of ten other portfolios
in the Oppenheimer fund complex.

Present or former officers, directors, trustees and employees (and
their immediate family members) of the Fund, the Manager and its affiliates,
and retirement plans established by them for their employees are permitted to
purchase Class W shares of the Fund and the other Oppenheimer funds at net
asset value without sales charge. The sales charge on Class W shares is
waived for that group because of the reduced sales efforts realized by the
Distributor. Present or former officers, directors, trustees and employees
(and their eligible family members) of the Fund, the Manager and its
affiliates, its parent company and the subsidiaries of its parent company,
and retirement plans established for the benefit of such individuals, are
also permitted to purchase Class Y shares of the Oppenheimer funds that offer
Class Y shares.

Messrs. Edwards, Legg, Murphy, Petersen, Vandehey, Wixted and Zack and
Mss. Bloomberg, Bullington, Ives and Ruffle, who are officers of the Fund,
hold the same offices with one or more of the other Board I Funds. As of
August 1, 2009, the Trustees and officers of the Fund, as a group, owned of
record or beneficially less than 1% of any class shares of the Fund. The
foregoing statement does not reflect ownership of shares held of record by an
employee benefit plan for employees of the Manager, other than the shares
beneficially owned under that plan by the officers of the Fund listed above.
In addition, none of the Independent Trustees (nor any of their immediate
family members) owns securities of either the Manager, the Sub-Adviser or the
Distributor of the Board I Funds or of any entity directly or indirectly
controlling, controlled by or under common control with the Manager, the
Sub-Adviser or the Distributor.

Biographical Information. The Trustees and officers, their positions
with the Fund, length of service in such position(s) and principal
occupations and business affiliations during at least the past five years are
listed in the charts below. The charts also include information about each
Trustee's beneficial share ownership in the Fund and in all of the registered
investment companies that the Trustee oversees in the Oppenheimer family of
funds ("Supervised Funds"). The address of each Trustee in the chart below is
6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for
an indefinite term, or until his or her resignation, retirement, death or
removal.

-------------------------------------------------------------------------------------------
Independent Trustees
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar Range
Range of Of Shares
Shares Beneficially
Held with the Years; Other Trusteeships/Directorships Beneficially Owned in
Fund, Length of Held; Number of Portfolios in the Fund Owned in Supervised
Service, Age Complex Currently Overseen the Fund Funds
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

As of December 31, 2008

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Brian F. Wruble, Chairman (since August 2007) and Trustee None Over $100,000
Chairman of the (since August 1991) of the Board of
Board of Trustees Trustees of The Jackson Laboratory
since 2007, (non-profit); Director of Special Value
Trustee since 2006 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 60
portfolios in the OppenheimerFunds complex.

Trustee since 2007 Trust (since April 2006); Trustee of
Age: 69 Employee Trusts (since January 2006);
Chief Executive Officer and Board Member
of Community Capital Management
(investment management company) (since
January 2004); President of The Community
Reinvestment Act Qualified Investment Fund
(investment management company) (since
2004); Director of Internet Capital Group
(information technology company) (since
October 2003); Director of Correctnet
(2006-2007); Independent Chairman of the
Board of Trustees of Quaker Investment
Trust (registered investment 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
60 portfolios in the OppenheimerFunds
complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Matthew P. Fink, Trustee of the Committee for Economic None Over $100,000
Trustee since 2006 Development (policy research foundation)
Age: 68 (since 2005); 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 60 portfolios in the
OppenheimerFunds complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Phillip A. Fellow of the Carnegie Corporation (since None None
Griffiths, 2007); Distinguished Presidential Fellow
Trustee since 2006 for International Affairs (since 2002) and
Age: 70 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 (since 1996);
Trustee of Woodward Academy (since 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 60 portfolios in the
OppenheimerFunds complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Mary F. Miller, Trustee of International House None Over $100,000
Trustee since 2006 (not-for-profit) (since June 2007);

Age: 66 Trustee of the American 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 60 portfolios in the
OppenheimerFunds complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Joel W. Motley, Managing Director of Public Capital None Over $100,000
Trustee since 2006 Advisors, LLC (privately-held financial
Age: 57 advisor) (since January 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 60 portfolios in the
OppenheimerFunds complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Mary Ann Tynan, Vice Chair of Board of Trustees of Brigham None* None*
Trustee since 2008 and Women's/Faulkner Hospitals (non-profit
Age: 63 hospital) (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) (1976-2002); Vice
President and Corporate Secretary, John
Hancock Advisers, Inc. (mutual fund
investment adviser) (1970-1976). Oversees
60 portfolios in the OppenheimerFunds
complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Joseph M. Wikler, Director of C-TASC (bio-statistics None Over $100,000
Trustee since 2006 services) (since 2007); Director of the
Age: 68 following medical 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 60
portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

Peter I. Wold, Director and Chairman of Wyoming Enhanced None Over $100,000
Trustee since 2006 Oil Recovery Institute Commission
Age: 61 (enhanced oil 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
60 portfolios in the OppenheimerFunds
complex.

-------------------------------------------------------------------------------------------

* Ms. Tynan joined the Board of Trustees of the Fund on October 1,
2008.

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.

--------------------------------------------------------------------------------------------

Interested Trustee

--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------

Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar
Range Of
Shares
Range of Beneficially
Shares Owned in
Held with the Fund, Years; Other Trusteeships/Directorships Held; Beneficially All
Length of Service, Number of Portfolios in the Fund Complex Owned in Supervised
Age Currently Overseen the Fund Funds

--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------

As of December 31, 2008

--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------

Russell S. Reynolds, Chairman of RSR Partners (formerly "The None Over
Jr., Directorship Search Group, Inc.") (corporate $100,000
Trustee since 2006 governance consulting and executive
Age: 77 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 60 portfolios
in the OppenheimerFunds complex.

--------------------------------------------------------------------------------------------

Mr. Murphy is an "Interested Trustee" because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager,
and as a shareholder of its parent company. The address of Mr. Murphy is Two
World Financial 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.

-------------------------------------------------------------------------------------------
Interested Trustee and Officer
-------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar Range
Range of Of Shares
Shares Beneficially
Held with Fund, Years; Other Trusteeships/Directorships Beneficially Owned in
Length of Held; Number of Portfolios in the Fund Owned in Supervised
Service, Age Complex Currently Overseen the Fund Funds
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------

As of December 31, 2008

------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------

John V. Murphy, Chairman and Director of the Manager since None Over $100,000
Trustee and June 2001; Chief Executive Officer of the
President and Manager (June 2001-December 2008);
Principal President of the Manager (September
Executive Officer 2000-February 2007); President and a
since 2006 director or trustee of other Oppenheimer
Age: 60 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 1, 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); Member of the Investment
Company Institute's Board of Governors
(since October 2003); Chairman of the
Investment Company's Institute's Board of
Governors (since October 2007). Oversees 98
portfolios in the OppenheimerFunds complex.

-------------------------------------------------------------------------------------------

The addresses of the officers in the chart below are as follows: for
Messrs. Edwards and Zack and Mss. Bloomberg and Ruffle, Two World Financial
Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Legg,
Petersen, Vandehey and Wixted and Mss. Bullington and Ives, 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.

--------------------------------------------------------------------------------------
Other Officers of the Fund
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Name, Position(s) Held Principal Occupation(s) During Past 5 Years
with Fund, Length of
Service, Age
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Mark S. Vandehey, Senior Vice President and Chief Compliance Officer of the
Vice President and Manager (since March 2004); Chief Compliance Officer of
Chief Compliance OppenheimerFunds Distributor, Inc., Centennial Asset
Officer since 2006 Management and Shareholder Services, Inc. (since March
Age: 58 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 98 portfolios in the OppenheimerFunds
complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Brian W. Wixted, Senior Vice President of the Manager (since March 1999);
Treasurer and Treasurer of the Manager and the following: HarbourView
Principal Financial & Asset Management Corporation, Shareholder Financial
Accounting Officer Services, Inc., Shareholder Services, Inc., Oppenheimer Real
since 2006 Asset Management, Inc. and Oppenheimer Partnership Holdings,
Age: 49 Inc. (March 1999-June 2008), OFI Private Investments, Inc.
(March 2000-June 2008), OppenheimerFunds International Ltd.
(since May 2000), 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 98 portfolios in the
OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Brian Petersen, Vice President of the Manager (since February 2007);
Assistant Treasurer Assistant Vice President of the Manager (August
since 2006 2002-February 2007); Manager/Financial Product Accounting of
Age: 38 the Manager (November 1998-July 2002). An officer of 98

portfolios in the OppenheimerFunds complex.
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Stephanie Bullington, Assistant Vice President of the Manager (since October
Assistant Treasurer 2005); Assistant Vice President of ButterField Fund Services
since 2008 (Bermuda) Limited, part of The Bank of N.T. Butterfield &
Age: 32 Son Limited (Butterfield) (February 2004-June 2005); Fund
Accounting Officer of Butterfield Fund Services (Bermuda)
Limited (September 2003-February 2004). An officer of 98
portfolios in the OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Robert G. Zack, Executive Vice President (since January 2004) and General
Secretary since 2006 Counsel (since March 2002) of the Manager; General Counsel
Age: 61 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 98 portfolios in the OppenheimerFunds
complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Kathleen T. Ives, Senior Vice President (since May 2009), Deputy General
Assistant Secretary Counsel (since May 2008) and Assistant Secretary (since
since 2006 October 2003) of the Manager; Vice President (since 1999)
Age: 43 and Assistant Secretary (since October 2003) of the
Distributor; Assistant Secretary of Centennial Asset
Management Corporation (since October 2003); Vice President
and Assistant Secretary of Shareholder Services, Inc. (since
1999); Assistant Secretary of OppenheimerFunds Legacy
Program and Shareholder Financial Services, Inc. (since
December 2001); Vice President (June 1998-May 2009); Senior
Counsel of the Manager (October 2003-May 2008). An officer
of 98 portfolios in the OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Lisa I. Bloomberg, Vice President (since May 2004) and Deputy General Counsel
Assistant Secretary (since May 2008) of the Manager; Associate Counsel of the
since 2006 Manager (May 2004-May 2008); First Vice President (April
Age: 41 2001-April 2004), Associate General Counsel (December
2000-April 2004) of UBS Financial Services Inc. (formerly,
PaineWebber Incorporated). An officer of 98 portfolios in
the OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Taylor V. Edwards, Vice President (since February 2007) and Associate Counsel
Assistant Secretary (since May 2009); Assistant Vice President (January
since 2008 2006-January 2007) and Assistant Counsel (January 2006-April
Age : 41 2009) of the Manager; Formerly an Associate at Dechert LLP
(September 2000-December 2005). An officer of 98 portfolios
in the OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Randy G. Legg, Vice President (since June 2005) and Associate Counsel
Assistant Secretary (since January 2007) of the Manager; Assistant Vice
since 2008 President (February 2004-June 2005) and Assistant Counsel
Age : 44 (February 2004-January 2007) of the Manager. An officer of
98 portfolios in the OppenheimerFunds complex.

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Adrienne M. Ruffle, Vice President (since February 2007) and Assistant Counsel
Assistant Secretary (since February 2005) of the Manager; Assistant Vice
since 2008 President of the Manager (February 2005-February 2007);
Age : 32 Associate (September 2002-February 2005) at Sidley Austin
LLP. An officer of 98 portfolios in the OppenheimerFunds
complex.

--------------------------------------------------------------------------------------

Remuneration of the Officers and Trustees. The officers and the interested
Trustee of the Fund, who are affiliated with the Manager, receive no salary or
fee from the Fund. The Independent Trustees' and Mr. Reynolds total compensation
from the Fund and fund complex represents compensation, including accrued
retirement benefits, for serving as a Trustee and member of a committee (if
applicable) of the Boards of the Fund and other funds in the OppenheimerFunds
complex during the calendar year ended December 31, 2008.

--------------------------------------------------------------------------------------
Name and Other Fund Aggregate Estimated Total
Retirement
Benefits
Compensation Accrued as Annual Compensation
Position(s) (as From the Part of Fund Benefits Upon From the Fund
applicable) Fund(1) Expenses Retirement(2) and Fund Complex
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Fiscal year ended May 31 Year ended

,2009 December 31, 2008

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Brian F. Wruble(3) $13(4) N/A $323,296(5) $365,000 (6)

Chairman of the
Board
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
David K. Downes(7)
Audit Committee
Chairman and
Regulatory &

Oversight Committee $11 N/A $176,328(8) $335,000(9)
Member

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Matthew P. Fink $13 N/A N/A $178,582
Regulatory &
Oversight Committee
Chairman and
Governance Committee
Member

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Robert G. Galli(10) $0 N/A $53,589(11) $256,019(12)

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Phillip A. Griffiths $12(13) N/A N/A $204,625

Audit Committee
Member and Regulatory
& Oversight Committee
Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
Mary F. Miller
Audit Committee
Member and Governance

Committee Member $10(14) N/A N/A $168,000

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Joel W. Motley $11(15) N/A N/A $181,533

Governance Committee
Chairman and
Regulatory &
Oversight Committee
Member
--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Russell S. Reynolds, $10 N/A $77,288 $168,000
Jr.
Governance Committee
Member

--------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------

Mary Ann Tynan(16)
Regulatory &
Oversight Committee
Member and
Governance Committee $10(17) N/A N/A $32,870
Member

& Oversight Committee $10((18)) N/A N/A $168,000
Member

Committee Member $10 ((19)) N/A N/A $168,000

--------------------------------------------------------------------------------------

1. "Aggregate Compensation From the Fund" includes fees and amounts
deferred under the "Compensation Deferral Plan" (described below), if any.

2. "Estimated Annual Benefits Upon Retirement" is based on a single life
payment election with the assumption that a Trustee would retire at the age of
75 and would then have been eligible to receive retirement plan benefits with
respect to certain Board I Funds, and in the case of Messrs. Downes and Wruble,
with respect to ten other Oppenheimer funds that are not Board I Funds (the
"Non-Board I Funds"). The Board I Funds' retirement plan was frozen effective
December 31, 2006, and each plan participant who had not yet commenced receiving
retirement benefits subsequently received previously accrued benefits based upon
the distribution method elected by such participant. A similar plan with respect
to the Non-Board I Funds was frozen effective December 31, 2007.

3. Mr. Wruble became Chairman of the Board I Funds on December 31, 2006.

4. Includes $5 deferred by Mr. Wruble under the "Compensation Deferral
Plan."

This amount represents the benefit that was paid to Mr. Wruble for serving
as a director or trustee of the Non-Board I Funds. Mr. Wruble has elected to
receive a lump sum distributed to the Compensation Deferral Plan subsequent to
the freezing of the Non-Board I Funds' retirement plan.

6. Includes $140,000 paid to Mr. Wruble for serving as a director or
trustee of the Non-Board I Funds.

7. Mr. Downes was appointed as Trustee of the Board I Funds on August 1,
2007, which was subsequent to the freezing of the Board I retirement plan.

8. This amount represents the benefit that was paid to Mr. Downes for
serving as a director or trustee of the Non-Board I Funds. Mr. Downes has
elected to receive a lump sum payment subsequent to the freezing of the
Non-Board I Funds' retirement plan.

9. Includes $155,000 paid to Mr. Downes for serving as a director or
trustee of the Non-Board I Funds.

Mr. Galli retired from the Boards of the Board I Funds effective September
30, 2008.

11. This amount represents the benefit that was paid to Mr. Galli as a
director or trustee of the Non-Board I Funds. Mr. Galli elected to receive this
annual benefit in an annuity.

12. Includes $105,000 paid to Mr. Galli for serving as a director or
trustee of the Non-Board I Funds.

13. Includes $11 deferred by Mr. Griffiths under the Compensation Deferral
Plan.

14. Includes $2 deferred by Ms. Miller under the Compensation Deferral
Plan.

15. Includes $1 deferred by Mr. Motley under the Compensation Deferral
Plan.

Ms. Tynan was appointed as Trustee of the Board I Funds on 16. October 1,
2008 17. Includes $4 deferred by Ms. Tynan under the Compensation Deferral Plan.
18. Includes $5 deferred by Mr. Wikler under the Compensation Deferral Plan. 19.
Includes $7deferred by Mr. Wold under the Compensation Deferral Plan.

|X| Retirement Plan for Trustees. The Board I Funds adopted a
retirement plan that provided for payments to retired Independent Trustees of
up to 80% of the average compensation paid during a Trustee's five years of
service in which the highest compensation was received. A Trustee needed to
serve as director or trustee for any of the Board I Funds for at least seven
years to be eligible for retirement plan benefits and to serve for at least
15 years to be eligible for the maximum benefit. The Board discontinued the
retirement plan with respect to new accruals as of December 31, 2006 (the
"Freeze Date"). Each Trustee that continued to serve on the Board of any of
the Board I Funds after the Freeze Date (each such Trustee a "Continuing
Board Member") was able to elect to have his accrued benefit as of that date
(i.e., an amount equivalent to the actuarial present value of his benefit
under the retirement plan as of the Freeze Date) (i) paid at once or over
time, (ii) rolled into the Compensation Deferral Plan described below, or
(iii) in the case of Continuing Board Members having at least seven years of
service as of the Freeze Date paid in the form of an annual benefit or joint
and survivor annual benefit. The Board determined to freeze the retirement
plan after considering a recent trend among corporate boards of directors to
forego retirement plan payments in favor of current compensation.

|X| Compensation Deferral Plan. The Board of Trustees has adopted a
Compensation Deferral Plan for Independent Trustees that enables them to
elect to defer receipt of all or a portion of the annual fees they are
entitled to receive from certain Board I Funds. Under the plan, the
compensation deferred by a Trustee is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer
funds selected by the Trustee. The amount paid to the Trustee under the plan
will be determined based on the amount of compensation deferred and the
performance of the selected funds.

Deferral of the Trustees' fees under the plan will not materially
affect a Fund's assets, liabilities or net income per share. The plan will
not obligate a fund to retain the services of any Trustee or to pay any
particular level of compensation to any Trustee. Pursuant to an Order issued
by the SEC, a fund may invest in the funds selected by the Trustee under the
plan without shareholder approval for the limited purpose of determining the
value of the Trustee's deferred compensation account.

|X| Major Shareholders. As of August 21, 2009 the only persons or
entities who owned of record, or who were known by the Fund to own
beneficially, 5% or more of any class of the Fund's outstanding shares were:

NFS LLC FEBO BANK OF AMERICA DBA LABA & CO, 135 S LaSalle Street,
Chicago, Illinois 60603, which owned 87,037.463 shares (representing
approximately 10.68% of the shares then outstanding).

NFS LLC FEBO, Robert E. Landreth and Donna P. Landreth, 110 W Louisiana
Avenue, Suite 404, Midland, Texas 79701, which owned 43,258.945 shares
(representing 5.31% of the shares then outstanding).

The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a
holding company controlled by Massachusetts Mutual Life Insurance Company, a
global, diversified insurance and financial services organization.

|X| Code of Ethics. The Fund, the Manager and the Distributor have a Code
of Ethics. It is designed to detect and prevent improper personal trading by
certain employees, including portfolio managers, that would compete with or
take advantage of the Fund's portfolio transactions. Covered persons include
persons with knowledge of the investments and investment intentions of the
Fund and other funds advised by the Manager. The Code of Ethics does permit
personnel subject to the Code to invest in securities, including securities
that may be purchased or held by the Fund, subject to a number of
restrictions and controls. Compliance with the Code of Ethics is carefully
monitored and enforced by the Manager.

The Code of Ethics is an exhibit to the Fund's registration statement
filed with the SEC and can be reviewed and copied at the SEC's Public
Reference Room in Washington, D.C. You can obtain information about the hours
of operation of the Public Reference Room by calling the SEC at
1.202.551.8090. The Code of Ethics can also be viewed as part of the Fund's
registration statement on the SEC's EDGAR database at the SEC's website at
www.sec.gov. Copies may be obtained, after paying a duplicating fee, by
electronic request at the following E-mail address: publicinfo@sec.gov, or by
writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

|X| Portfolio Proxy Voting. The Fund has adopted Portfolio Proxy Voting
Policies and Procedures, which include Proxy Voting Guidelines, under which
the Fund votes proxies relating to securities held by the Fund ("portfolio
proxies"). OppenheimerFunds, Inc. ("OFI") generally undertakes to vote
portfolio proxies with a view to enhancing the value of the company's stock
held by the Funds. The Fund has retained an independent, third party proxy
voting agent to vote portfolio proxies in accordance with the Fund's Proxy
Voting Guidelines and to maintain records of such portfolio proxy voting. The
Portfolio Proxy Voting Policies and Procedures include provisions to address
conflicts of interest that may arise between the Fund and the Manager or the
Manager's affiliates or business relationships. Such a conflict of interest
may arise, for example, where the Manager or an affiliate of the Manager
manages or administers the assets of a pension plan or other investment
account of the portfolio company soliciting the proxy or seeks to serve in
that capacity. The Manager and its affiliates generally seek to avoid such
material conflicts of interest by maintaining separate investment decision
making processes to prevent the sharing of business objectives with respect
to proposed or actual actions regarding portfolio proxy voting decisions.
Additionally, the Manager employs the following procedures, as long as OFI
determines that the course of action is consistent with the best interests of
the Fund and its shareholders:

(1) if the proposal that gives rise to the conflict is specifically
addressed in the Proxy Voting Guidelines, the Manager will vote the portfolio
proxy in accordance with the Proxy Voting Guidelines, provided that they do not
provide discretion to the Manager on how to vote on the matter;

(2) if such proposal is not specifically addressed in the Proxy Voting
Guidelines or the Proxy Voting Guidelines provide discretion to the Manager on
how to vote, the Manager will vote in accordance with the third-party proxy
voting agent's general recommended guidelines on the proposal provided that the
Manager has reasonably determined that there is no conflict of interest on the
part of the proxy voting agent; and

(3) if neither of the previous two procedures provides an appropriate
voting recommendation, the Manager may retain an independent fiduciary to advise
the Manager on how to vote the proposal or may abstain from voting. The Proxy
Voting Guidelines' provisions with respect to certain routine and non-routine
proxy proposals are summarized below:

o The Fund evaluates director nominees on a case-by-case basis, examining
the following factors, among others: composition of the board and
key board committees, experience and qualifications, attendance at
board meetings, corporate governance provisions and takeover
activity, long-term company performance and the nominee's investment
in the company.
The Fund generally supports proposals requiring the position of
chairman to be filled by an independent director unless there are
compelling reasons to recommend against the proposal such as a
counterbalancing governance structure.
o The Fund generally supports proposals asking that a majority of
directors be independent. The Fund generally supports proposals
asking that a board audit, compensation, and/or nominating committee
be composed exclusively of independent directors.
o The Fund generally supports shareholder proposals to reduce a
super-majority vote requirement, and opposes management proposals to
add a super-majority vote requirement.
o The Fund generally supports proposals to allow shareholders the
ability to call special meetings.
o The Fund generally supports proposals to allow or make easier
shareholder action by written consent.
o The Fund generally votes against proposals to create a new class of
stock with superior voting rights.
o The Fund generally votes against proposals to classify a board.
o The Fund generally supports proposals to eliminate cumulative voting.
o The Fund generally opposes re-pricing of stock options without

shareholder approval.

o The Fund generally supports proposals to require majority voting for
the election of directors.
o The Fund generally supports proposals seeking additional disclosure of
executive and director pay information.
o The Fund generally supports proposals seeking disclosure regarding the
company's, board's or committee's use of compensation consultants.
o The Fund generally supports "pay-for-performance" proposals that align
a significant portion of total compensation of senior executives to
company performance.
o The Fund generally supports having shareholder votes on poison pills.
o The Fund generally supports proposals calling for companies to adopt a
policy of not providing tax gross-up payments.
o In the case of social, political and environmental responsibility
issues, the Fund will generally abstain where there could be a
detrimental impact on share value or where the perceived value if
the proposal was adopted is unclear or unsubstantiated. The Fund
generally supports proposals that would clearly have a discernible
positive impact on short- or long-term share value, or that would
have a presently indiscernible impact on short- or long-term share
value but promotes general long-term interests of the company and
its shareholders.

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 Form N-PX filing is available (i) without charge, upon
request, by calling the Fund toll-free at 1.800.525.7048 and (ii) on the
SEC's website at www.sec.gov.

The Investment Advisory Agreement. The Manager provides investment advisory
and management services to the Fund under an investment advisory agreement
between the Manager and the Fund. The Manager handles its day-to-day
business, and the agreement permits the Manager to enter into Sub-Advisory
agreements with other registered investment advisors to obtain specialized
services for the Fund, as long as the Fund is not obligated to pay any
additional fee for those services. The Manager has retained the Sub-Adviser
pursuant to a separate Sub-Advisory Agreement, described below, under which
the Sub-Adviser buys and sells portfolio securities for the Fund. The
portfolio managers of the Fund are employed by the Sub-Adviser and are the
persons who are principally responsible for the day-to-day management of the
Fund's portfolio.

The agreement requires the Manager, at its expense, to provide the Fund
with adequate office space, facilities and equipment. It also requires the
Manager to provide and supervise the activities of all administrative and
clerical personnel required to provide effective administration for the Fund.
Those responsibilities include the compilation and maintenance of records
with respect to its operations, the preparation and filing of specified
reports, and composition of proxy materials and registration statements for
continuous public sale of shares of the Fund.

The Fund pays expenses not expressly assumed by the Manager under the
advisory agreement. The advisory agreement lists examples of expenses paid by
the Fund. The major categories relate to interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit expenses, custodian
and transfer agent expenses, share issuance costs, certain printing and
registration costs and non-recurring expenses, including litigation costs.
The management fees paid by the Fund to the Manager are calculated at the
rates described in the Prospectus, which are applied to the assets of the
Fund as a whole. The fees are allocated to the shares based upon the relative
proportion of the Fund's net assets. The management fee paid by the Fund to
the Manager during its last fiscal year was:

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Fiscal Years Ended 5/31 Management Fees Paid to OppenheimerFunds, Inc.(1)

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

2008 $13,648

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-------------------------------------------------------------------------------

2009 $33,321

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(1) Includes subadvisory fees paid by the Manager to the Sub-Adviser.

The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustains
in connection with matters to which the agreement relates.

The agreement permits the Manager to act as investment adviser for any
other person, firm or corporation and to use the name "Oppenheimer" in
connection with other investment companies for which it may act as investment
adviser or general distributor. If the Manager shall no longer act as
investment adviser to the Fund, the Manager may withdraw the right of the
Fund to use the name "Oppenheimer" as part of its name.

The Sub-Adviser. The Sub-Adviser is an indirect wholly owned subsidiary of
Massachusetts Mutual Life Insurance Company ("MassMutual"), the parent
company of the Manager.

|X| The Sub-Advisory Agreement. Under the Sub-Advisory Agreement between
the Manager and the Sub-Adviser, the Sub-Adviser shall regularly provide
investment advice with respect to the Fund and invest and reinvest cash,
securities and the property comprising the assets of the Fund. The
Sub-Adviser also agrees to provide assistance in the distribution and
marketing of the Fund.

Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an
annual fee in monthly installments, based on the average daily net assets of
the Fund. The fee paid to the Sub-Adviser under the Sub-Advisory agreement is
paid by the Manager, not by the Fund. The Manager will pay the Sub-Adviser a
fee based on the investment management fee received by the Manager from the
Fund, which shall be calculated after any investment management fee waivers
(voluntary or otherwise). Notwithstanding the foregoing, if the Manager,
without the Sub-Adviser's concurrence, agrees to voluntarily waive a portion
of the investment management fee the Fund is required to pay to the Manager,
the Sub-Adviser's fee hereunder shall be based upon the investment management
fee the Fund would have to pay exclusive of any such waiver agreed to by the
Manager in its sole discretion.

The Sub-Advisory Agreement states that in the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of its duties or
obligations, the Sub-Adviser shall not be liable for any error in judgment or
mistake of law and shall not be subject to any expenses or liability to the
Manager, the Fund or any of the Fund's shareholders, in connection with the
matters to which the agreement relates.

Pending Litigation. During 2009, a number of complaints have been filed in
federal courts against the Manager, the Distributor, and certain mutual funds
("Defendant Funds") advised by the Manager and distributed by the Distributor
- excluding the Fund. 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.

A complaint has been brought in state court against the Manager, the
Distributor and another subsidiary of the Manager (but not against the Fund), on
behalf of the Oregon College Savings Plan Trust, and another complaint has been
brought in state court against the Manager and that subsidiary (but not the
Fund), on behalf of the New Mexico Education Plan Trust. Both of these
complaints allege breach of contract, breach of 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. While it is premature to render any opinion as to the likelihood of
an outcome in these lawsuits, or whether any costs that the Defendant Funds
may bear in defending the suits might not be reimbursed by insurance, the
Manager believes that these suits should not impair the ability of the
Manager or the Distributor to perform their respective duties to the Fund,
and that the outcome of all of the suits together should not have any
material effect on the operations of any of the Oppenheimer Funds.

Portfolio Managers. The Fund's portfolio is managed by David Bertocchi
and Nathan Griffiths (the "Portfolio Managers") who are responsible for the
day-to-day management of the Fund's investments.

Other Accounts Managed by the Portfolio Managers. In addition to
managing the Fund's investment portfolio, Mr. Bertocchi and Mr. Griffiths
manage other investment portfolios, on behalf of the Sub-Adviser or its
affiliates. The following table provides information regarding those
portfolios as of June 30, 2009:

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Portfolio Manager Type of Account Number of Approximate
Accounts Asset Size*
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----------------------------------------------------------------------------

David Bertocchi Registered Investment 1 $98
Companies 4 $750
Other Pooled Investment 12 $894
Vehicles
Other Accounts

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Nathan Griffiths Registered Investment 1 $304
Companies 3 $21
Other Pooled Investment 2 $137
Vehicles
Other Accounts

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* In millions

The potential for conflicts of interest may exist when a portfolio
manager has responsibilities for the day-to-day management of multiple
accounts. The Sub-Adviser has identified areas where material conflicts of
interest are most likely to arise, and has adopted policies and procedures
that it believes are reasonably designed to address such conflicts.

It is possible that an investment opportunity may be suitable for both
the Fund and other accounts managed by the Portfolio Managers, but may not be
available in sufficient quantities for both the Fund and the other accounts
to participate fully. Similarly, there may be limited opportunity to sell an
investment held by the Fund and another account. The Sub-Adviser has
procedures in place to ensure fair treatment of clients in the allocation of
trades. Trades are pre-allocated to the relevant accounts before the order
is relayed to the broker. Monitoring is undertaken on a sample basis by
compliance to verify that the procedures governing fair allocation and fair
participation have been followed and that there are no related issues which
give rise to any concerns.

Other conflicts of interest may arise as a result of the Portfolio
Managers managing both the Fund's investments and the investments of other
accounts, and the above is not a complete description of every conflict of
interest that could be deemed to exist.

Compensation of the Portfolio Managers: The Sub-Adviser's philosophy on
compensation focuses on allowing key employees to participate in the success
of the Sub-Adviser. The Sub-Adviser is incentive oriented, in the sense that
contribution to client results is more important than an individual's title
or longevity with the company in determining their total compensation. There
are three components to the compensation package.

A competitive base salary.
An annual bonus. For investment professionals, at least 2/3 of the
bonus is based on investment performance. The Sub-Adviser has put
in place a detailed analytical system which tracks the 1 and 3 year
performance of the investment professionals. The remainder is a
subjective assessment of the individual's sharing of investment
insights company-wide and their efforts in client service. The
benefits of this approach are in the transparency and
accountability that this methodology brings.
An equity-based long-term incentive award. Approximately 100 key
employees, including the majority of the investment staff,
participate. Each year a significant portion of bonuses is
invested directly in phantom equity in the Sub-Adviser. These
shares are valued quarterly based on a formula linked to firm
revenues, profits, and assets under management. Equity ownership
in the Sub-Adviser is designed to promote a partnership culture
within the organization.

Ownership of Fund Shares: As of the date of this SAI, the Portfolio
Managers did not own any shares of the Fund.

Brokerage Policies of the Fund

Brokerage Provisions of the Investment Advisory Agreement. One of the duties
of the Manager under the investment advisory agreement is to arrange the
portfolio transactions for the Fund. The advisory agreement contains
provisions relating to the employment of broker-dealers to effect the Fund's
portfolio transactions. The Manager is authorized by the advisory agreement
to employ broker-dealers, including "affiliated brokers," as that term is
defined in the Investment Company Act, that the Manager thinks, in its best
judgment based on all relevant factors, will implement the policy of the Fund
to obtain, at reasonable expense, the "best execution" of the Fund's
portfolio transactions. "Best execution" means prompt and reliable execution
at the most favorable price obtainable for the services provided. The Manager
need not seek competitive commission bidding. However, it is expected to be
aware of the current rates of eligible brokers and to minimize the
commissions paid to the extent consistent with the interests and policies of
the Fund as established by its Board of Trustees.

Under the investment advisory agreement, in choosing brokers to execute
portfolio transactions for the Fund, the Manager may select brokers (other
than affiliates) that provide both brokerage and research services to the
Fund. The commissions paid to those brokers may be higher than another
qualified broker would charge, if the Manager makes a good faith
determination that the commission is fair and reasonable in relation to the
services provided.

Brokerage Practices Followed by the Manager. The Manager allocates brokerage
for the Fund subject to the provisions of the investment advisory agreement
and other applicable rules and procedures described below.

The Manager's portfolio traders allocate brokerage based upon
recommendations from the Manager's portfolio managers, together with the
portfolio traders' judgment as to the execution capability of the broker or
dealer. In certain instances, portfolio managers may directly place trades
and allocate brokerage. In either case, the Manager's executive officers
supervise the allocation of brokerage.

Transactions in securities other than those for which an exchange is
the primary market are generally done with principals or market makers. In
transactions on foreign exchanges, the Fund may be required to pay fixed
brokerage commissions and therefore would not have the benefit of negotiated
commissions that are available in U.S. markets. Brokerage commissions are
paid primarily for transactions in listed securities or for certain
fixed-income agency transactions executed in the secondary market. Otherwise,
brokerage commissions are paid only if it appears likely that a better price
or execution can be obtained by doing so. In an option transaction, the Fund
ordinarily uses the same broker for the purchase or sale of the option and
any transaction in the securities to which the option relates.

Other accounts advised by the Manager have investment policies similar
to those of the Fund. Those other accounts may purchase or sell the same
securities as the Fund at the same time as the Fund, which could affect the
supply and price of the securities. If two or more accounts advised by the
Manager purchase the same security on the same day from the same dealer, the
transactions under those combined orders are averaged as to price and
allocated in accordance with the purchase or sale orders actually placed for
each account. When possible, the Manager tries to combine concurrent orders
to purchase or sell the same security by more than one of the accounts
managed by the Manager or its affiliates. The transactions under those
combined orders are averaged as to price and allocated in accordance with the
purchase or sale orders actually placed for each account.

Rule 12b-1 under the Investment Company Act prohibits any fund from
compensating a broker or dealer for promoting or selling the fund's shares by
(1) directing to that broker or dealer any of the fund's portfolio
transactions, or (2) directing any other remuneration to that broker or
dealer, such as commissions, mark-ups, mark downs or other fees from the
fund's portfolio transactions, that were effected by another broker or dealer
(these latter arrangements are considered to be a type of "step-out"
transaction). In other words, a fund and its investment adviser cannot use
the fund's brokerage for the purpose of rewarding broker-dealers for selling
the fund's shares.

However, the Rule permits funds to effect brokerage transactions
through firms that also sell fund shares, provided that certain procedures
are adopted to prevent a quid pro quo with respect to portfolio brokerage
allocations. As permitted by the Rule, the Manager has adopted procedures
(and the Fund's Board of Trustees has approved those procedures) that permit
the Fund to direct portfolio securities transactions to brokers or dealers
that also promote or sell shares of the Fund, subject to the "best execution"
considerations discussed above. Those procedures are designed to prevent: (1)
the Manager's personnel who effect the Fund's portfolio transactions from
taking into account a broker's or dealer's promotion or sales of the Fund
shares when allocating the Fund's portfolio transactions, and (2) the Fund,
the Manager and the Distributor from entering into agreements or
understandings under which the Manager directs or is expected to direct the
Fund's brokerage directly, or through a "step-out" arrangement, to any broker
or dealer in consideration of that broker's or dealer's promotion or sale of
the Fund's shares or the shares of any of the other Oppenheimer funds.

The investment advisory agreement permits the Manager to allocate
brokerage for research services. The research services provided by a
particular broker may be useful both to the Fund and to one or more of the
other accounts advised by the Manager or its affiliates. Investment research
may be supplied to the Manager by the broker or by a third party at the
instance of a broker through which trades are placed.

Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, analytical
software and similar products and services. If a research service also
assists the Manager in a non-research capacity (such as bookkeeping or other
administrative functions), then only the percentage or component that
provides assistance to the Manager in the investment decision-making process
may be paid in commission dollars.

Although the Manager currently does not do so, the Board of Trustees
may permit the Manager to use stated commissions on secondary fixed-income
agency trades to obtain research if the broker represents to the Manager
that: (i) the trade is not from or for the broker's own inventory, (ii) the
trade was executed by the broker on an agency basis at the stated commission,
and (iii) the trade is not a riskless principal transaction. The Board of
Trustees may also permit the Manager to use commissions on fixed-price
offerings to obtain research, in the same manner as is permitted for agency
transactions.

The research services provided by brokers broaden the scope and
supplement the research activities of the Manager. That research provides
additional views and comparisons for consideration, and helps the Manager to
obtain market information for the valuation of securities that are either
held in the Fund's portfolio or are being considered for purchase. The
Manager provides information to the Board about the commissions paid to
brokers furnishing such services, together with the Manager's representation
that the amount of such commissions was reasonably related to the value or
benefit of such services.

Brokerage Practices Followed by the Sub-Adviser. Under the Sub-Advisory
Agreement and as permitted by Section 28(e) of the Securities Exchange Act of
1934, the Sub-Adviser may cause a Fund to pay a broker-dealer that provides
brokerage and research services to the Sub-adviser an amount of commission
for effecting a securities transaction for the Fund in excess of the amount
other broker-dealers would have charged for the transaction if the
Sub-Adviser determines in good faith that the greater commission is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker-dealer viewed in terms of either a
particular transaction or the Sub-Adviser's overall responsibilities to the
Fund and to its other clients. The term "brokerage and research services"
includes: providing advice as to the value of securities, the advisability of
investing in, purchasing, or selling securities, and the availability of
securities or of purchasers or sellers of securities; furnishing analyses and
reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy and the performance of accounts; and effecting
securities transactions and performing functions incidental thereto such as
clearance and settlement.

Research provided by brokers is used for the benefit of all of the
Sub-Adviser's clients and not solely or necessarily for the benefit of the
Fund. The Sub-Adviser attempts to evaluate the quality of research provided
by brokers. Results of this effort are sometimes used by the sub-advisers as
a consideration in the selection of brokers to execute portfolio
transactions.

The investment advisory fee that the Fund pays on behalf of the Fund to
the Manager will not be reduced as a consequence of the Sub-Adviser's receipt
of brokerage and research services. To the extent the Fund's portfolio
transactions are used to obtain such services, the brokerage commissions paid
by the Fund will exceed those that might otherwise be paid, by an amount
which cannot now be determined. Such services would be useful and of value to
the Sub-Adviser in serving both the Fund and other clients and, conversely,
such services obtained by the placement of brokerage business of other
clients would be useful to the Sub-Adviser in carrying out its obligations to
the Fund.

Subject to the overriding objective of obtaining the best execution of
orders, the Fund may use broker-dealer affiliates of the Sub-Adviser to
effect portfolio brokerage transactions under procedures adopted by the
Board. Pursuant to these procedures, the commission rates and other
remuneration paid to the affiliated broker-dealer must be fair and reasonable
in comparison to those of other broker-dealers for comparable transactions
involving similar securities being purchased or sold during a comparable time
period. This standard would allow the affiliated broker or dealer to receive
no more than the remuneration which would be expected to be received by an
unaffiliated broker.

The investment advisory agreement and the Sub-Advisory Agreement permit
the Manager and the Sub-Adviser to allocate brokerage for research services.
The research services provided by a particular broker may be useful only to
one or more of the advisory accounts of the Sub-Adviser and its affiliates.
The investment research received for the commissions of those other accounts
may be useful both to the Fund and one or more of the Sub-Adviser's other
accounts. Investment research may be supplied to the Sub-Adviser by a third
party at the instance of a broker through which trades are placed.

Investment research services include information and analysis on
particular companies and industries as well as market or economic trends and
portfolio strategy, market quotations for portfolio evaluations, analytical
software and similar products and services. If a research service also
assists the Sub-Adviser in a non-research capacity (such as bookkeeping or
other administrative functions), then only the percentage or component that
provides assistance to the Sub-Adviser in the investment decision-making
process may be paid in commission dollars.

The Board of Trustees may permit the Sub-Adviser to use stated
commissions on secondary fixed-income agency trades to obtain research if the
broker represents to the Sub-Adviser that: (i) the trade is not from or for
the broker's own inventory, (ii) the trade was executed by the broker on an
agency basis at the stated commission, and (iii) the trade is not a riskless
principal transaction. The Board of Trustees permits the Sub-Adviser to use
commissions on fixed-price offerings to obtain research, in the same manner
as is permitted for agency transactions.

The research services provided by brokers broadens the scope and
supplements the research activities of the Sub-Adviser. That research
provides additional views and comparisons for consideration, and helps the
Sub-Adviser to obtain market information for the valuation of securities that
are either held in the Fund's portfolio or are being considered for purchase.
The Sub-Adviser provides information to the Manager and the Board about the
commissions paid to brokers furnishing such services, together with the
Sub-Adviser's representation that the amount of such commissions was
reasonably related to the value or benefit of such services.

During the fiscal year ended May 31, 2008 and 2009 the Fund paid the
total brokerage commissions indicated in the chart below. During the fiscal
year ended May 31, 2009, the Fund paid $4,035 in commissions to firms that
provide brokerage and research services to the Fund with respect to
$16,308,766 of aggregate portfolio transactions.

-------------------------------------------------------------------------
Fiscal Year Ended May 31, Total Brokerage Commissions Paid by the
Fund*
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2008 $ 11,982
-------------------------------------------------------------------------
-------------------------------------------------------------------------

2009 $19,799

-------------------------------------------------------------------------
* Amounts do not include spreads or commissions on principal
transactions on a net trade basis.

Payments to Fund Intermediaries

Payments may be made by the Manager or Distributor out of their
respective resources and assets at the discretion of the Manager and/or the
Distributor. These payments are often referred to as "revenue sharing"
payments. These types of payments may reflect compensation for marketing
support, support provided in offering the Fund or other Oppenheimer funds
through certain wrap fee sponsors and programs, transaction processing or
other services.

The Manager and Distributor each may also pay other compensation to the
extent the payment is not prohibited by law or by any self-regulatory agency,
such as FINRA. Payments are made based on the guidelines established by the
Manager and Distributor, subject to applicable law.

These payments may provide an incentive to financial intermediaries
to actively market or promote the sale of shares of the Fund or other
Oppenheimer funds, or to support the marketing or promotional efforts of the
Distributor in offering shares of the Fund or other Oppenheimer funds. You
should ask your wrap-fee sponsor for information about any payments it
receives from the Manager or the Distributor and any services it provides, as
well as the fees and commissions it charges.

Although brokers or dealers that sell Fund shares may also act as a
broker or dealer in connection with the execution of the purchase or sale of
portfolio securities by the Fund or other Oppenheimer funds, a wrap-fee
sponsor's sales of shares of the Fund or such other Oppenheimer funds is not
a consideration for the Manager when choosing brokers or dealers to effect
portfolio transactions for the Fund or such other Oppenheimer funds.

Revenue sharing payments can pay for distribution-related or asset
retention items including, without limitation,

o transactional support, one-time charges for setting up access for the
Fund or other Oppenheimer funds on particular trading systems, and
paying the wrap-fee sponsor's networking fees;
o program support, such as expenses related to including the Oppenheimer
funds in wrap-fee programs;
o placement on the sponsor's list of offered funds and providing
representatives of the Distributor with access to a sponsor's sales
meetings, sales representatives and management representatives.

Additionally, the Manager or Distributor may make payments for firm support,
such as business planning assistance, advertising, and educating a wrap fee
sponsor's sales personnel about the Oppenheimer funds and shareholder
financial planning needs.

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
those returns are calculated is set forth below. The charts below show the
Fund's performance as of the Fund's most recent fiscal year end. You can
obtain current performance information by calling the Fund's Transfer Agent
at 1.800.225.5677.

The Fund's illustrations of its performance data in advertisements must
comply with rules of the SEC. Those rules describe the types of performance
data that may be used and how it is to be calculated. In general, any
advertisement by the Fund of its performance data must include the average
annual total returns for the advertised class of shares of the Fund.

Use of standardized performance calculations enables an investor to
compare the Fund's performance to the performance of other funds for the same
periods. However, a number of factors should be considered before using the
Fund's performance information as a basis for comparison with other
investments:

o Total returns measure the performance of a hypothetical account in the
Fund over various periods and do not show the performance of each
shareholder's account. Your account's performance will vary from the
model performance data if your dividends are received in cash, or
you buy or sell shares during the period, or you bought your shares
at a different time and price than the shares used in the model.
o The Fund's performance returns may not reflect the effect of taxes on
dividends and capital gains distributions.
o An investment in the Fund is not insured by the FDIC or any other
government agency.
o The principal value of the Fund's shares, and total returns are not
guaranteed and normally will fluctuate on a daily basis.
o When an investor's shares are redeemed, they may be worth more or less
than their original cost.
o Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.

The total returns of the shares of the Fund are affected by market
conditions, the quality of the Fund's investments, the maturity of those
investments, the types of investments the Fund holds, and its operating
expenses.

|X| Total Return Information. There are different types of "total
returns" to measure the Fund's performance. Total return is the change in
value of a hypothetical investment in the Fund over a given period, assuming
that all dividends and capital gains distributions are reinvested in
additional shares and that the investment is redeemed at the end of the
period. The cumulative total return measures the change in value over the
entire period (for example, ten years). An average annual total return shows
the average rate of return for each year in a period that would produce the
cumulative total return over the entire period. However, average annual total
returns do not show actual year-by-year performance. The Fund uses
standardized calculations for its total returns as prescribed by the SEC. The
methodology is discussed below.

In calculating total returns for Class W shares, the current
maximum sales charge of 5.75% (as a percentage of the offering price) is
deducted from the initial investment ("P" in the formula below) (unless the
return is shown without sales charge, as described below).

o Average Annual Total Return. The "average annual total return" is an
average annual compounded rate of return for each year in a specified number
of years. It is the rate of return based on the change in value of a
hypothetical initial investment of $1,000 ("P" in the formula below) held for
a number of years ("n" in the formula) to achieve an Ending Redeemable Value
("ERV" in the formula) of that investment, according to the following formula:

ERV l/n - 1 = Average Annual Total Return
-------
P

o Average Annual Total Return (After Taxes on Distributions). The
"average annual total return (after taxes on distributions)" of Class W
shares is an average annual compounded rate of return for each year in a
specified number of years, adjusted to show the effect of federal taxes
(calculated using the highest individual marginal federal income tax rates in
effect on any reinvestment date) on any distributions made by the Fund during
the specified period. It is the rate of return based on the change in value
of a hypothetical initial investment of $1,000 ("P" in the formula below)
held for a number of years ("n" in the formula) to achieve an ending value
("ATVD" in the formula) of that investment, after taking into account the
effect of taxes on Fund distributions, but not on the redemption of Fund
shares, according to the following formula:

ATV 1/n
----D - 1 = Average Annual Total Return (After Taxes
P on Distributions)

o Average Annual Total Return (After Taxes on Distributions and
Redemptions). The "average annual total return (after taxes on distributions
and redemptions)" of Class W shares is an average annual compounded rate of
return for each year in a specified number of years, adjusted to show the
effect of federal taxes (calculated using the highest individual marginal
federal income tax rates in effect on any reinvestment date) on any
distributions made by the Fund during the specified period and the effect of
capital gains taxes or capital loss tax benefits (each calculated using the
highest federal individual capital gains tax rate in effect on the redemption
date) resulting from the redemption of the shares at the end of the period.
It is the rate of return based on the change in value of a hypothetical
initial investment of $1,000 ("P" in the formula below) held for a number of
years ("n" in the formula) to achieve an ending value ("ATVDR" in the
formula) of that investment, after taking into account the effect of taxes on
Fund distributions and on the redemption of Fund shares, according to the
following formula:

ATV 1/n
------DR - 1 = Average Annual Total Return (After Taxes on Distributions
P and Redemptions)

o Cumulative Total Return. The "cumulative total return" calculation
measures the change in value of a hypothetical investment of $1,000 over an
entire period of years. Its calculation uses some of the same factors as
average annual total return, but it does not average the rate of return on an
annual basis. Cumulative total return is determined as follows:

ERV - P
--------- = Total Return
P

o Total Returns at Net Asset Value. From time to time the Fund may also
quote a cumulative or an average annual total return "at net asset value"
(without deducting sales charges) for Class W shares. Each is based on the
difference in net asset value per share at the beginning and the end of the
period for a hypothetical investment (without considering front-end or
contingent deferred sales charges) and takes into consideration the
reinvestment of dividends and capital gains distributions.

---------------------------------------------------------------------------------

The Fund's Total Returns for the Periods Ended 5/31/2009

---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
Class of Cumulative Total Average Annual Total Returns
Returns (10
years or
Shares life-of-class)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
1-Year 5-Years 10-Years
(or life of (or life of
class if less) class if less)
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------
After Without After Without After Without After Without
Sales Sales Sales Sales Sales Sales Sales Sales
Charge Charge Charge Charge Charge Charge Charge Charge
---------------------------------------------------------------------------------
---------------------------------------------------------------------------------

Class -35.81% -35.81% -36.34% -36.34% -20.68% -20.68% N/A N/A
W(1)

---------------------------------------------------------------------------------

1. Inception of Class W: 7/2/07

-----------------------------------------------------------------------------

Average Annual Total Returns For Class W(1) shares (After Sales Charge)
For the Periods Ended 5/31/2009

-----------------------------------------------------------------------------
-----------------------------------------------------------------------------
1-Year 5-Years 10-Years
(or life of (or life of
class if less) class if less)
-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

After Taxes on Distributions -36.75% -21.81% N/A

-----------------------------------------------------------------------------
-----------------------------------------------------------------------------

After Taxes on -23.21% -17.64% N/A

Distributions and
Redemption of Fund Shares
-----------------------------------------------------------------------------

1. Inception of Class W: 7/2/07

Other Performance Comparisons. The Fund compares its performance annually to
that of an appropriate broadly-based market index in its Annual Report to
shareholders. You can obtain that information by contacting the Transfer
Agent at the addresses or telephone numbers shown on the cover of this SAI.
The Fund may also compare its performance to that of other investments,
including other mutual funds, or use rankings of its performance by
independent ranking entities. Examples of these performance comparisons are
set forth below.

|X| Lipper Rankings. From time to time the Fund may publish the
ranking of the performance of its share class by Lipper, Inc. ("Lipper").
Lipper is a widely-recognized independent mutual fund monitoring service.
Lipper monitors the performance of regulated investment companies, including
the Fund, and ranks their performance for various periods in categories based
on investment styles. The Lipper performance rankings are based on total
returns that include the reinvestment of capital gain distributions and
income dividends but do not take sales charges or taxes into consideration.
Lipper also publishes "peer-group" indices of the performance of all mutual
funds in a category that it monitors and averages of the performance of the
funds in particular categories.

|X| Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its share class by Morningstar, Inc.
("Morningstar"), an independent mutual fund monitoring service. Morningstar
rates mutual funds in their specialized market sector.

Morningstar proprietary star ratings reflect historical risk-adjusted
total investment return. For each fund with at least a three-year history,
Morningstar calculates a Morningstar Rating(TM)based on a Morningstar
Risk-Adjusted Return measure that accounts for variation in a fund's monthly
performance (including the effects of sales charges and loads), placing more
emphasis on downward variations and rewarding consistent performance. The top
10% of funds in each category receive 5 stars, the next 22.5% receive 4
stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars, and the
bottom 10% receive 1 star. (Each share class is counted as a fraction of one
fund within this scale and rated separately, which may cause slight
variations in the distribution percentages.) The Overall Morningstar Rating
for a fund is derived from a weighted average of the performance figures
associated with its three-, five-and ten-year (if applicable) Morningstar
Rating metrics.

|X| Performance Rankings and Comparisons by Other Entities and
Publications. From time to time the Fund may include in its advertisements
and sales literature performance information about the Fund cited in
newspapers and other periodicals such as The New York Times, The Wall Street
Journal, Barron's, or similar publications. That information may include
performance quotations from other sources, including Lipper and Morningstar.
The performance of the Fund's shares may be compared in publications to the
performance of various market indices or other investments, and averages,
performance rankings or other benchmarks prepared by recognized mutual fund
statistical services.

Investors may also wish to compare the returns on the Fund's share to
the return on fixed-income investments available from banks and thrift
institutions. Those include certificates of deposit, ordinary interest-paying
checking and savings accounts, and other forms of fixed or variable time
deposits, and various other instruments such as Treasury bills. However, the
Fund's returns and share price are not guaranteed or insured by the FDIC or
any other agency and will fluctuate daily, while bank depository obligations
may be insured by the FDIC and may provide fixed rates of return. Repayment
of principal and payment of interest on Treasury securities is backed by the
full faith and credit of the U.S. Government.

From time to time, the Fund may publish rankings or ratings of the
Manager or Transfer Agent, and of the investor services provided by them to
shareholders of the Oppenheimer funds, other than performance rankings of the
Oppenheimer funds themselves. Those ratings or rankings of shareholder and
investor services by third parties may include comparisons of their services
to those provided by other mutual fund families selected by the rating or
ranking services. They may be based upon the opinions of the rating or
ranking service itself, using its research or judgment, or based upon surveys
of investors, brokers, shareholders or others.

From time to time the Fund may include in its advertisements and sales
literature the total return performance of a hypothetical investment account
that includes shares of the Fund and other Oppenheimer funds. The combined
account may be part of an illustration of an asset allocation model or
similar presentation. The account performance may combine total return
performance of the Fund and the total return performance of other Oppenheimer
funds included in the account. Additionally, from time to time, the Fund's
advertisements and sales literature may include, for illustrative or
comparative purposes, statistical data or other information about general or
specific market and economic conditions. That may include, for example,
o information about the performance of certain securities or commodities
markets or segments of those markets,
o information about the performance of the economies of particular
countries or regions,
o the earnings of companies included in segments of particular
industries, sectors, securities markets, countries or regions,
o the availability of different types of securities or offerings of
securities,
o information relating to the gross national or gross domestic product of
the United States or other countries or regions,
o comparisons of various market sectors or indices to demonstrate
performance, risk, or other characteristics of the Fund.

About Your Account

How to Buy Shares. The Fund currently offers one class of shares.
Shares of the Fund may be purchased only by or on behalf of separately
managed account clients who have retained OFI PI to manage their accounts
pursuant to an investment management agreement with OFI PI and/or a managed
account program sponsor as part of a "wrap-fee" program. Investors cannot
purchase shares directly from the Fund.

When you purchase shares of the Fund, your ownership interest in the
shares of the Fund will be recorded as a book entry on the records of the
Fund. The Fund will not issue or re-register physical share certificates.

Shares of the Fund are sold without a direct sales charge. The Fund is
an investment option for certain "wrap-fee" program accounts managed by OFI
PI, for which OFI PI receives compensation pursuant to an investment advisory
agreement. "Wrap-fee" program participants pay a "wrap-fee" to the sponsor of
the program, which typically covers investment advice and transaction costs
on trades executed with the sponsor or its affiliates. The "wrap-fee" or
other program brochure provided to you by the sponsor or your adviser
includes information about the fees charged to you. You should read it
carefully.

The Fund or the Distributor may suspend the continuous offering of the
Fund's shares at any time in response to conditions in the securities markets
or otherwise and may resume offering shares from time to time. Any order may
be rejected by the Fund or the Distributor.

Determination of Net Asset Value Per Share. The net asset value per share of
the Fund is determined as of the close of business of the NYSE on each day
that the NYSE is open. The calculation is done by dividing the value of the
Fund's net assets by the number of shares that are outstanding. The NYSE
normally closes at 4:00 p.m., Eastern time, but may close earlier on some
other days (for example, in case of weather emergencies or on days falling
before a U.S. holiday). All references to time in this SAI mean "Eastern
time." The NYSE's most recent annual announcement (which is subject to
change) states that it will close on New Year's Day, Martin Luther King, Jr.
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day. It may also close on other days.

Dealers other than NYSE members may conduct trading in certain
securities on days on which the NYSE is closed (including weekends and
holidays) or after 4:00 p.m. on a regular business day. Because the Fund's
net asset values will not be calculated on those days, the Fund's net asset
values per share may be significantly affected on such days when shareholders
may not purchase or redeem shares. Additionally, trading on many foreign
stock exchanges and over-the-counter markets normally is completed before the
close of the NYSE.

Changes in the values of securities traded on foreign exchanges or
markets as a result of events that occur after the prices of those securities
are determined, but before the close of the NYSE, will not be reflected in
the Fund's calculation of its net asset values that day unless the Manager
determines that the event is likely to effect a material change in the value
of the security. The Manager, or an internal valuation committee established
by the Manager, as applicable, may establish a valuation, under procedures
established by the Board and subject to the approval, ratification and
confirmation by the Board at its next ensuing meeting.

|X| Securities Valuation. The Fund's Board of Trustees has
established procedures for the valuation of the Fund's securities. In general
those procedures are as follows:
o Equity securities traded on a U.S. securities exchange are valued as
follows:
(1) if last sale information is regularly reported, they are valued at the
last reported sale price on the principal exchange on which
they are traded, on that day, or
(2) if last sale information is not available on a valuation date, they are
valued at the last reported sale price preceding the valuation
date if it is within the spread of the closing "bid" and
"asked" prices on the valuation date or, if not, at the
closing "bid" price on the valuation date.
o Equity securities traded on a foreign securities exchange generally are
valued in one of the following ways:
(1) at the last sale price available to the pricing service approved by the
Board of Trustees, or
(2) at the last sale price obtained by the Manager from the report of the
principal exchange on which the security is traded at its last
trading session on or immediately before the valuation date, or
(3) at the mean between the "bid" and "asked" prices obtained from the
principal exchange on which the security is traded or, on the
basis of reasonable inquiry, from two market makers in the
security.
o Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
o The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board
of Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:
(1) debt instruments that have a maturity of more than 397 days when issued,
(2) debt instruments that had a maturity of 397 days or less when issued
and have a remaining maturity of more than 60 days, and
(3) non-money market debt instruments that had a maturity of 397 days or
less when issued and which have a remaining maturity of 60
days or less.
o The following securities are valued at cost, adjusted for amortization
of premiums and accretion of discounts:
(1) money market debt securities held by a non-money market fund that had a
maturity of less than 397 days when issued that have a
remaining maturity of 60 days or less, and
(2) debt instruments held by a money market fund that have a remaining
maturity of 397 days or less.
o Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

In the case of U.S. Government securities, mortgage-backed securities,
corporate bonds and foreign government securities, when last sale information
is not generally available, the Manager may use pricing services approved by
the Board of Trustees. The pricing service may use "matrix" comparisons to
the prices for comparable instruments on the basis of quality, yield and
maturity. Other special factors may be involved (such as the tax-exempt
status of the interest paid by municipal securities). The Manager will
monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of
selected securities.

The closing prices in the New York foreign exchange market on a
particular business day that are provided to the Manager by a bank, dealer or
pricing service that the Manager has determined to be reliable are used to
value foreign currency, including forward contracts, and to convert to U.S.
dollars securities that are denominated in foreign currency.

Puts, calls, and futures are valued at the last sale price on the
principal exchange on which they are traded, as determined by a pricing
service approved by the Board of Trustees or by the Manager. If there were no
sales that day, they shall be valued at the last sale price on the preceding
trading day if it is within the spread of the closing "bid" and "asked"
prices on the principal exchange on the valuation date. If not, the value
shall be the closing bid price on the principal exchange on the valuation
date. If the put, call or future is not traded on an exchange, it shall be
valued by the mean between "bid" and "asked" prices obtained by the Manager
from two active market makers. In certain cases that may be at the "bid"
price if no "asked" price is available.

When the Fund writes an option, an amount equal to the premium received
is included in the Fund's Statement of Assets and Liabilities as an asset. An
equivalent credit is included in the liability section. The credit is
adjusted ("marked-to-market") to reflect the current market value of the
option. In determining the Fund's gain on investments, if a call or put
written by the Fund is exercised, the proceeds are increased by the premium
received. If a call or put written by the Fund expires, the Fund has a gain
in the amount of the premium. If the Fund enters into a closing purchase
transaction, it will have a gain or loss, depending on whether the premium
received was more or less than the cost of the closing transaction. If the
Fund exercises a put it holds, the amount the Fund receives on its sale of
the underlying investment is reduced by the amount of premium paid by the
Fund.

Cancellation of Purchase Orders. Cancellation of purchase orders
for the Fund's shares (for example, when a purchase check is returned unpaid)
causes a loss to be incurred when the net asset values of the Fund's shares
on the cancellation date is less than on the purchase date. That loss is
equal to the amount of the decline in the net asset value per share
multiplied by the number of shares in the purchase order. The investor,
through his or her "wrap-fee" program sponsor, is responsible for that loss.
If the "wrap-fee" program sponsor on the investor's behalf fails to
compensate the Fund for the loss, the Distributor will do so. The Fund may
reimburse the Distributor for that amount by redeeming shares from any
account registered in that investor's name, or the Fund or the Distributor
may seek other redress.

How to Sell Shares. The information below supplements the terms and
conditions for redeeming shares set forth in the Prospectus. There will be no
charge for redeeming shares of the Fund.

Sending Redemption Proceeds by Federal Funds Wire. The Federal Funds wire of
redemption proceeds may be delayed if the Fund's custodian bank is not open
for business on a day when the Fund would normally authorize the wire to be
made, which is usually the Fund's next regular business day following the
redemption. In those circumstances, the wire will not be transmitted until
the next bank business day on which the Fund is open for business. No
dividends will be paid on the proceeds of redeemed shares awaiting transfer
by Federal Funds wire.

Payments "In Kind." The Prospectus states that payment for shares tendered
for redemption is ordinarily made in cash. However, under certain
circumstances, the Board of Trustees of the Fund may determine that it would
be detrimental to the best interests of the remaining shareholders of the
Fund to make payment of a redemption order wholly or partly in cash. In that
case, the Fund may pay the redemption proceeds in whole or in part by a
distribution "in kind" of liquid securities from the portfolio of the Fund,
in lieu of cash.

If shares are redeemed in kind, the redeeming shareholder might incur
brokerage or other costs in selling the securities for cash. The Fund will
value securities used to pay redemptions in kind using the same method the
Fund uses to value its portfolio securities described above under
"Determination of Net Asset Values Per Share." That valuation will be made as
of the time the redemption price is determined.

Involuntary Redemptions. The Fund's Board of Trustees has the right to
cause the involuntary redemption of the shares held in any account if the
aggregate net asset value of those shares is less than $500 or such lesser
amount as the Board may fix. The Board will not cause the involuntary
redemption of shares in an account if the aggregate net asset value of such
shares has fallen below the stated minimum solely as a result of market
fluctuations. If the Board exercises this right, it may also fix the
requirements for any notice to be given to the shareholders in question (not
less than 30 days) through the "wrap-fee" sponsor. The Board may
alternatively set requirements for the shareholder to increase the
investment, or set other terms and conditions so that the shares would not be
involuntarily redeemed.

Dividends, Capital Gains and Taxes

Dividends and Distributions. The Fund has no fixed dividend rate and there
can be no assurance as to the payment of any dividends or the realization of
any capital gains. The dividends and distributions paid by the Fund will vary
from time to time depending on market conditions and the composition of the
Fund's portfolio.

If a dividend check or a check representing an automatic withdrawal
payment is returned to the Transfer Agent by the Postal Service as
undeliverable, it will be reinvested in shares of the Fund. Returned checks
for the proceeds of other redemptions will be invested in shares of
Oppenheimer Money Market Fund, Inc. Reinvestment will be made as promptly as
possible after the return of such checks to the Transfer Agent. Unclaimed
accounts may be subject to state escheatment laws, and the Fund and the
Transfer Agent will not be liable to shareholders or their representatives
for compliance with those laws in good faith.

Tax Status of the Fund's Dividends, Distributions and Redemptions of Shares.
The federal tax treatment of the Fund's dividends and capital gains
distributions is briefly highlighted in the Prospectus. The following is only
a summary of certain additional tax considerations generally affecting the
Fund and its shareholders.

The tax discussion in the Prospectus and this SAI is based on tax law
in effect on the date of the Prospectus and this SAI. Those laws and
regulations may be changed by legislative, judicial, or administrative
action, sometimes with retroactive effect. State and local tax treatment of
ordinary income dividends and capital gain dividends from regulated
investment companies may differ from the treatment under the Internal Revenue
Code described below. Potential purchasers of shares of the Fund are urged to
consult their tax advisors with specific reference to their own tax
circumstances as well as the consequences of federal, state and local tax
rules affecting an investment in the Fund.

Qualification as a Regulated Investment Company. The Fund has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. As a regulated investment company,
the Fund is not subject to federal income tax on the portion of its net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that it distributes to shareholders. That qualification enables the Fund to
"pass through" its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that income and
capital gains, since shareholders normally will be taxed on the dividends and
capital gains they receive from the Fund (unless their Fund shares are held
in a retirement account or the shareholder is otherwise exempt from tax).

The Internal Revenue Code contains a number of complex tests relating
to qualification that the Fund might not meet in a particular year. If it did
not qualify as a regulated investment company, the Fund would be treated for
tax purposes as an ordinary corporation and would receive no tax deduction
for payments made to shareholders.

To qualify as a regulated investment company, the Fund must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy
certain other requirements of the Internal Revenue Code, some of which are
described below. Distributions by the Fund made during the taxable year or,
under specified circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income and gains for the
taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

To qualify as a regulated investment company, the Fund must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains
are directly related to the regulated investment company's principal business
of investing in stock or securities) and certain other income including net
income derived from an interest in a qualified publicly traded partnership.

In addition to satisfying the requirements described above, the Fund
must satisfy an asset diversification test in order to qualify as a regulated
investment company. Under that test, at the close of each quarter of the
Fund's taxable year, at least 50% of the value of the Fund's assets must
consist of cash and cash items (including receivables), U.S. Government
securities, securities of other regulated investment companies, and
securities of other issuers. As to each of those issuers, the Fund must not
have invested more than 5% of the value of the Fund's total assets in
securities of each such issuer and the Fund must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. Government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses or
in the securities of one or more qualified publicly traded partnerships. For
purposes of this test, obligations issued or guaranteed by certain agencies
or instrumentalities of the U.S. Government are treated as U.S. Government
securities.

Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, the Fund must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that
year and 98% of its capital gains realized in the period from November 1 of
the prior year through October 31 of the current year. If it does not, the
Fund must pay an excise tax on the amounts not distributed. It is presently
anticipated that the Fund will meet those requirements. To meet this
requirement, in certain circumstances the Fund might be required to liquidate
portfolio investments to make sufficient distributions to avoid excise tax
liability. However, the Board of Trustees and the Manager might determine in
a particular year that it would be in the best interests of shareholders for
the Fund not to make such distributions at the required levels and to pay the
excise tax on the undistributed amounts. That would reduce the amount of
income or capital gains available for distribution to shareholders.

Taxation of Fund Distributions. The Fund anticipates distributing
substantially all of its investment company taxable income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes.

Special provisions of the Internal Revenue Code govern the eligibility
of the Fund's dividends for the dividends-received deduction for corporate
shareholders. Long-term capital gains distributions are not eligible for the
deduction. The amount of dividends paid by the Fund that may qualify for the
deduction is limited to the aggregate amount of qualifying dividends that the
Fund derives from portfolio investments that the Fund has held for a minimum
period, usually 46 days. A corporate shareholder will not be eligible for the
deduction on dividends paid on Fund shares held for 45 days or less. To the
extent the Fund's dividends are derived from gross income from option
premiums, interest income or short-term gains from the sale of securities or
dividends from foreign corporations, those dividends will not qualify for the
deduction.

The Fund may either retain or distribute to shareholders its net
capital gain for each taxable year. The Fund currently intends to distribute
any such amounts. If net long-term capital gains are distributed and
designated as a capital gain distribution, it will be taxable to shareholders
as a long-term capital gain and will be properly identified in reports sent
to shareholders in January of each year. Such treatment will apply no matter
how long the shareholder has held his or her shares or whether that gain was
recognized by the Fund before the shareholder acquired his or her shares.

If the Fund elects to retain its net capital gain, the Fund will be
subject to tax on it at the 35% corporate tax rate. If the Fund elects to
retain its net capital gain, the Fund will provide to shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Fund on the gain, and will increase the tax
basis for his/her shares by an amount equal to the deemed distribution less
the tax credit.

Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such
income. The Fund may be subject to U.S. federal income tax, and an interest
charge, on certain distributions or gains from the sale of shares of a
foreign company considered to be a PFIC, even if those amounts are paid out
as dividends to shareholders. To avoid imposition of the interest charge, the
Fund may elect to "mark-to-market" all PFIC shares that it holds at the end
of each taxable year. In that case, any increase or decrease in the value of
those shares would be recognized as ordinary income or as ordinary loss (but
only to the extent of previously recognized "mark-to-market" gains).

Distributions by the Fund that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of
capital to the extent of the shareholder's tax basis in their shares. Any
excess will be treated as gain from the sale of those shares, as discussed
below. Shareholders will be advised annually as to the U.S. federal income
tax consequences of distributions made (or deemed made) during the year. If
prior distributions made by the Fund must be re-characterized as a
non-taxable return of capital at the end of the fiscal year as a result of
the effect of the Fund's investment policies, they will be identified as such
in notices sent to shareholders.

Distributions by the Fund will be treated in the manner described above
regardless of whether the distributions are paid in cash or reinvested in
additional shares of the Fund (or of another fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date.

The Fund will be required in certain cases to withhold 28% of ordinary
income dividends, capital gains distributions and the proceeds of the
redemption of shares, paid to any shareholder (1) who has failed to provide a
correct taxpayer identification number or to properly certify that number
when required, (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly, or (3) who has failed to
certify to the Fund that the shareholder is not subject to backup withholding
or is an "exempt recipient" (such as a corporation). Any tax withheld by the
Fund is remitted by the Fund to the U.S. Treasury and all income and any tax
withheld is identified in reports mailed to shareholders in January of each
year with a copy sent to the IRS.

Tax Effects of Redemptions of Shares. If a shareholder redeems all or a
portion of his/her shares, the shareholder will recognize a gain or loss on
the redeemed shares in an amount equal to the difference between the proceeds
of the redeemed shares and the shareholder's adjusted tax basis in the
shares. All or a portion of any loss recognized in that manner may be
disallowed if the shareholder purchases other shares of the Fund within 30
days before or after the redemption.

In general, any gain or loss arising from the redemption of shares of
the Fund will be considered capital gain or loss, if the shares were held as
a capital asset. It will be long-term capital gain or loss if the shares were
held for more than one year. However, any capital loss arising from the
redemption of shares held for six months or less will be treated as a
long-term capital loss to the extent of the amount of capital gain dividends
received on those shares. Special holding period rules under the Internal
Revenue Code apply in this case to determine the holding period of shares and
there are limits on the deductibility of capital losses in any year.

Foreign Shareholders. Under U.S. tax law, taxation of a shareholder who
is a foreign person (to include, but not limited to, a nonresident alien
individual, a foreign trust, a foreign estate, a foreign corporation, or a
foreign partnership) primarily depends on whether the foreign person's income
from the Fund is effectively connected with the conduct of a U.S. trade or
business. Typically, ordinary income dividends paid from a mutual fund are
not considered "effectively connected" income.

Ordinary income dividends that are paid by the Fund (and are deemed not
"effectively connected income") to foreign persons will be subject to a U.S.
tax withheld by the Fund at a rate of 30%, provided the Fund obtains a
properly completed and signed Certificate of Foreign Status. The tax rate may
be reduced if the foreign person's country of residence has a tax treaty with
the U.S. allowing for a reduced tax rate on ordinary income dividends paid by
the Fund. Any tax withheld by the Fund is remitted by the Fund to the U.S.
Treasury and all income and any tax withheld is identified in reports mailed
to shareholders in March of each year with a copy sent to the IRS.

If the ordinary income dividends from the Fund are effectively
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status.
If the foreign person fails to provide a certification of his/her foreign
status, the Fund will be required to withhold U.S. tax at a rate of 28% on
ordinary income dividends, capital gains distributions and the proceeds of
the redemption of shares, paid to any foreign person. Any tax withheld by the
Fund is remitted by the Fund to the U.S. Treasury and all income and any tax
withheld is identified in reports mailed to shareholders in January of each
year with a copy sent to the IRS.

The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Fund, including the applicability of the U.S.
withholding taxes described above.

Additional Information About the Fund

The Distributor. The Fund's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as
the Fund's Distributor. The Distributor also distributes shares of the other
Oppenheimer funds and is sub-distributor for funds managed by a subsidiary of
the Manager.

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is
a division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder
servicing and administrative functions. It serves as the Transfer Agent for
an annual per account fee. It also acts as shareholder servicing agent for
the other Oppenheimer funds. Shareholders should direct inquiries about their
accounts to the Transfer Agent at the address and toll-free numbers shown on
the back cover.

The Custodian. JPMorgan Chase Bank is the custodian of the Fund's assets. The
custodian's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund. It is the practice of the Fund to deal with the custodian in a
manner uninfluenced by any banking relationship the custodian may have with
the Manager and its affiliates. The Fund's cash balances with the custodian
in excess of 250,000 are not protected by the federal deposit insurance
corporation ("FDIC"). The FDIC protected amount will fall to $100,000 on
January 1, 2014 unless the higher limit is extended by legislation. Those
uninsured balances at times may be substantial.

Independent Registered Public Accounting Firm. KPMG LLP serves as the
independent registered public accounting firm for the Fund. KPMG LLP audits
the Fund's financial statements and performs other related audit and tax
services. KPMG LLP also acts as the independent registered public accounting
firm for the Manager and certain other funds advised by the Manager and its
affiliates. Audit and non-audit services provided by KPMG LLP to the Fund
must be pre-approved by the Audit Committee.

Legal Counsel. Kramer Levin Naftalis & Frankel LLP serves as legal counsel
for the Fund.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

THE BOARD OF TRUSTEES AND SHAREHOLDERS OF

OPPENHEIMER BARING SMA INTERNATIONAL FUND:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Baring SMA International Fund, including the statement of
investments, as of May 31, 2009, and the related statement of operations and
cash flows for the year then ended, the statements of changes in net assets, and
the financial highlights for the year then ended and for the period July 2, 2007
commencement of operations) to May 31, 2008. 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. 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 SMA International Fund as of May 31, 2009, the results of its
operations and cash flows for the year then ended, the changes in its net assets
and the financial highlights for the year then ended and for the period July 2,
2007 (commencement of operations) to May 31, 2008, in conformity with U.S.
generally accepted accounting principles.

KPMG LLP
/s/ KPMG LLP
Denver, Colorado
July 20, 2009

STATEMENT OF INVESTMENTS May 31, 2009

SHARES VALUE
------- ----------
COMMON STOCKS--97.0%
CONSUMER DISCRETIONARY--4.8%
HOTELS, RESTAURANTS & LEISURE--4.8%
Tui Travel plc 56,517 $ 228,832
----------
CONSUMER STAPLES--13.8%
FOOD & STAPLES RETAILING--4.4%
Seven & I Holdings Co. Ltd. 8,600 208,235
----------
HOUSEHOLD PRODUCTS--9.4%
Reckitt Benckiser
Group plc 5,167 223,734
UNI-CHARM Corp. 3,200 223,342
----------
447,076

ENERGY--15.0%
OIL, GAS & CONSUMABLE FUELS--15.0%
Eni SpA 9,363 226,658
Niko Resources Ltd. 3,471 243,248
Oil Search Ltd. 54,563 239,611
----------
709,517

FINANCIALS--19.0%
CAPITAL MARKETS--4.7%
Julius Baer Holding AG 5,210 221,989
----------
INSURANCE--14.3%
Admiral Group plc 16,073 224,403
Muenchener Rueckversicherungs-Gesellschaft AG 1,681 233,961
Scor Se 10,505 221,520
----------
679,884
SHARES VALUE
------- ----------

HEALTH CARE--9.4%
BIOTECHNOLOGY--4.6%
Grifols SA 12,199 $ 219,539
----------
LIFE SCIENCES TOOLS & SERVICES--4.8%
Lonza Group AG 2,213 228,388
----------
INDUSTRIALS--9.6%
COMMERCIAL SERVICES & SUPPLIES--4.7%
De La Rue plc 16,485 221,226
----------
ROAD & RAIL--4.9%
Tokyu Corp. 51,000 232,189
----------
INFORMATION TECHNOLOGY--5.2%
IT SERVICES--5.2%
Redecard SA 17,000 245,375
----------
MATERIALS--15.4%
CHEMICALS--5.0%
Israel Chemicals Ltd. 21,132 238,914
----------
METALS & MINING--10.4%
Centamin Egypt Ltd. (1) 176,009 247,499
Peter Hambro
Mining plc 22,688 243,744
----------
491,243

TELECOMMUNICATION SERVICES--4.8%
WIRELESS TELECOMMUNICATION SERVICES--4.8%
NTT DoCoMo, Inc. 151 225,834
----------
TOTAL INVESTMENTS, AT VALUE (COST $4,239,243) 97.0% 4,598,241
----------
OTHER ASSETS NET OF LIABILITIES 3.0 141,103
------- ----------
NET ASSETS 100.0% $4,739,344
======= ==========

STATEMENT OF INVESTMENTS Continued

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 IN OTHER FINANCIAL
VALUATION DESCRIPTION SECURITIES INSTRUMENTS*
-------------- ---------------
Level 1--Quoted Prices $2,090,920 $--
Level 2--Other Significant Observable Inputs 2,507,321 --
Level 3--Significant Unobservable Inputs -- --
---------- ---
Total $4,598,241 $--
========== ===

* 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.

DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:

GEOGRAPHIC HOLDINGS VALUE PERCENT
------------------- ---------- -------
United Kingdom $1,141,939 24.8%
Japan 889,600 19.4
Australia 487,110 10.6
Switzerland 450,377 9.8
Brazil 245,375 5.3
Canada 243,248 5.3
Israel 238,914 5.2
Germany 233,961 5.1
Italy 226,658 4.9
France 221,520 4.8
Spain 219,539 4.8
---------- -----
Total $4,598,241 100.0%
========== =====

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF ASSETS AND LIABILITIES May 31, 2009

ASSETS
Investments, at value (cost $4,239,243)--see accompanying statement of
investments $ 4,598,241
-----------
Receivables and other assets:
Investments sold 501,918
Dividends 15,752
Other 1,590
-----------
Total assets 5,117,501
LIABILITIES
Bank overdraft 287,146
-----------
Payables and other liabilities:
Shares of beneficial interest redeemed 46,007
Legal, auditing and other professional fees 40,228
Shareholder communications 3,253
Transfer and shareholder servicing agent fees 222
Trustees' compensation 69
Other 1,232
-----------
Total liabilities 378,157
-----------
NET ASSETS $ 4,739,344
===========
COMPOSITION OF NET ASSETS
Par value of shares of beneficial interest $ 820
-----------
Additional paid-in capital 8,511,781
-----------
Accumulated net investment income 89,333
-----------
Accumulated net realized loss on investments and foreign currency
transactions (4,229,343)
-----------
Net unrealized appreciation on investments and translation of
assets and liabilities denominated in foreign currencies 366,753
-----------
NET ASSETS--applicable to 820,430 shares of beneficial interest
outstanding $ 4,739,344
===========
NET ASSET VALUE, REDEMPTION PRICE PER SHARE AND OFFERING PRICE PER SHARE $ 5.78

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF OPERATIONS For the Year Ended May 31, 2009

INVESTMENT INCOME
Dividends (net of foreign withholding taxes of $13,836) $ 275,951
-----------
Interest 5,249
-----------
Total investment income 281,200

EXPENSES
Management fees 33,321
-----------
Legal, auditing and other professional fees 52,397
-----------
Shareholder communications 19,805
-----------
Transfer and shareholder servicing agent fees 2,092
-----------
Custodian fees and expenses 676
-----------
Trustees' compensation 113
Other 5,004
-----------
Total expenses 113,408
Less waivers and reimbursements of expenses (111,203)
-----------
Net expenses 2,205
-----------
NET INVESTMENT INCOME 278,995

REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on:
Investments (2,996,717)
Foreign currency transactions (929,110)
-----------
Net realized loss (3,925,827)
-----------
Net change in unrealized appreciation (depreciation) on:
Investments 107,969
Translation of assets and liabilities denominated in foreign currencies (53,308)
-----------
Net change in unrealized appreciation 54,661
-----------
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(3,592,171)
===========

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF CHANGES IN NET ASSETS

YEAR ENDED PERIOD ENDED
MAY 31, 2009 MAY 31, 2008(1)
------------ ---------------

OPERATIONS
Net investment income $ 278,995 $ 86,964
----------- ----------
Net realized loss (3,925,827) (205,833)
----------- ----------
Net change in unrealized appreciation 54,661 312,092
----------- ----------
Net increase (decrease) in net assets resulting from operations (3,592,171) 193,223

DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income (246,899) (31,387)
----------- ----------
Distributions from net realized gain -- (96,023)

BENEFICIAL INTEREST TRANSACTIONS

Net increase in net assets resulting from beneficial interest
transactions 2,780,481 5,632,120

NET ASSETS

Total increase (decrease) (1,058,589) 5,697,933
----------- ----------
Beginning of period 5,797,933 100,000(2)
----------- ----------
End of period (including accumulated net investment income of $89,333
and $55,695, respectively) $ 4,739,344 $5,797,933
=========== ==========

(1.) For the period from July 2, 2007 (commencement of operations) to May 31,
2008.

(2.) Reflects the value of the Manager's initial seed money investment on June
15, 2007.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

STATEMENT OF CASH FLOWS For the Year Ended May 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net decrease in net assets from operations $ (3,592,171)
------------
Adjustments to reconcile net decrease in net assets from operations to
net cash used in operating activities:
Purchase of investment securities (10,066,508)
Proceeds from disposition of investment securities 6,849,399
Short-term investment securities, net 10,737
Net realized loss on investments 3,925,827
Net change in unrealized appreciation on investments (54,661)
Increase in interest receivable (11,942)
Increase in receivable for securities sold (501,918)
Increase in other assets (736)
Increase in payable for accrued expenses 14,214
------------
Net cash used in operating activities (3,427,759)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shares sold 6,844,929
Proceeds from bank overdraft 287,146
Payments on shares redeemed (4,090,245)
Cash distributions paid (105,806)
------------
Net cash provided by financing activities 2,936,024
------------
Net decrease in cash (491,735)
------------
Cash, beginning balance 491,735
------------
Cash, ending balance $ --
============

Supplemental disclosure of cash flow information:

Noncash financing activities not included herein consist of reinvestment of
dividends and distributions of $141,093.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $ 4,739 $5,798
------- ------
Average net assets (in thousands) $ 5,958 $2,677
------- ------
Ratios to average net assets:(5)
Net investment income 4.68%(3) 3.55%
Total expenses 1.90% 2.82%
Expenses after payments, waivers and/or reimbursements and reduction to
custodian expenses 0.04% 0.01%
------- ------
Portfolio turnover rate 126% 83%

(1.) For the period from July 2, 2007 (commencement of operations) to May 31,
2008.

(2.) Per share amounts calculated based on the average shares outstanding during
the period.

(3.) Net investment income per share and the net investment income ratio include
$0.10 and 1.64%, respectively, resulting from a dividend from De La Rue plc
in November 2008.

(4.) Assumes an investment on the business day before the first day of the
fiscal period, with all dividends and distributions reinvested in
additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not
annualized for periods less than one full year. Returns do not reflect the
deduction of taxes that a shareholder would pay on fund distributions or
the redemption of fund shares.

(5.) Annualized for periods less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Baring SMA International Fund (the "Fund") is a registered
investment company organized as a Massachusetts Business Trust. The Fund is
registered as a non-diversified, open-end investment management company under
the Investment Company Act of 1940, as amended. The Fund's investment objective
is to seek long-term capital appreciation. The Fund's investment adviser is
OppenheimerFunds, Inc. (the "Manager"). The Manager has entered into a
sub-advisory agreement with Baring International Investment Limited (the
"Sub-Adviser").

Shares of the Fund may be purchased only by or on behalf of separately
managed account clients ("wrap-fee" accounts) who have retained OFI Private
Investments Inc. or certain of its affiliates (individually or collectively
referred to as "OFI PI"), to manage their accounts pursuant to an investment
management agreement with OFI PI and/or a managed account program sponsor as
part of a "wrap-fee" program.

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.

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.

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.

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.

NET UNREALIZED
APPRECIATION
BASED ON COST OF
ACCUMULATED SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED LOSS OTHER INVESTMENTS
NET INVESTMENT LONG-TERM CARRYFORWARD FOR FEDERAL INCOME
INCOME GAIN (1, 2, 3, 4, 5) TAX PURPOSES
-------------- ------------- ---------------- -------------------
$89,375 $-- $4,058,221 $195,631

(1.) As of May 31, 2009, the Fund had $1,601,600 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 carryforward were as follows:

EXPIRING
--------
2017 $1,601,600

(2.) As of May 31, 2009, the Fund had $2,452,983 of post-October losses
available to offset future realized capital gains, if any. Such losses, if
unutilized, will expire in 2018.

(3.) The Fund had $3,638 of post-October foreign currency losses which were
deferred.

(4.) During the fiscal year ended May 31, 2009, the Fund did not utilize any
capital loss carryforward.

(5.) 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 ACCUMULATED NET
NET INVESTMENT REALIZED LOSS
INCOME ON INVESTMENTS
-------------- ---------------
$1,542 $1,542

The tax character of distributions paid during the year ended May 31, 2009 and
period ended May 31, 2008 was as follows:

YEAR ENDED PERIOD ENDED
MAY 31, 2009 MAY 31, 2008
------------ ------------
Distributions paid from:
Ordinary income $246,899 $127,410

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, 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 $4,410,365
Federal tax cost of other investments 48,150
----------
Total federal tax cost $4,458,515
==========
Gross unrealized appreciation $ 670,704
Gross unrealized depreciation (475,073)
----------
Net unrealized appreciation $ 195,631
==========

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 expenses" line item,
if applicable, represents earnings on cash balances maintained by the Fund
during the period. Such interest expense and other custodian fees may be paid
with these earnings.

SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.

INDEMNIFICATIONS. The Fund's organizational documents provide current and
former trustees and officers with a limited indemnification against liabilities
arising in connection with the performance of their duties to the Fund. In the
normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements
is unknown as this would be dependent on future claims that may be made against
the Fund. The risk of material loss from such claims is considered remote.

OTHER. The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates.

2. SHARES OF BENEFICIAL INTEREST

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

YEAR ENDED PERIOD ENDED
MAY 31, 2009 MAY 31, 2008(1, 2)
---------------------- --------------------
SHARES AMOUNT SHARES AMOUNT
-------- ----------- ------- ----------
Sold 966,230 $ 6,775,640 614,103 $5,741,631
Dividends and/or
distributions reinvested 28,972 141,093 254 2,498
Redeemed (786,561) (4,136,252) (12,568) (112,009)
-------- ----------- ------- ----------
Net increase 208,641 $ 2,780,481 601,789 $5,632,120
======== =========== ======= ==========

(1.) For the period from July 2, 2007 (commencement of operations) to May 31,
2008.

(2.) The Fund sold 10,000 shares at a value of $100,000 to the Manager upon
seeding of the Fund on June 15, 2007.

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 $10,066,508 $6,849,399

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. The Manager has contractually agreed to waive the entire amount
of its advisory fee, which is 0.56% of the average annual net assets of the
Fund. A portion of the "wrap-fee" that investors pay to the "wrap-fee" program
sponsor may be attributed to the management of the Fund.

TRANSFER AGENT FEES. OppenheimerFunds Services ("OFS"), a division of the
Manager, acts as the transfer and shareholder servicing agent for the Fund. The
Fund pays OFS a per account fee. For the year ended May 31, 2009, the Fund paid
$1,933 to OFS for services to the Fund.

SUB-ADVISER FEES. The Manager retains the Sub-Adviser to provide the
day-to-day portfolio management of the Fund. The Manager, not the Fund, pays the
Sub-Adviser an annual fee under the Sub-Advisory Agreement between the Manager
and the Sub-Adviser. The Manager will pay the Sub-Adviser, in proportion to the
Fund's assets comprising the wrap-fee" strategy, a fee based on the investment
management fee collected by OFI PI, pursuant to investment management agreements
with clients or managed account program sponsors, who have retained OFI PI as
part of a "wrap-fee" program.

OFFERING AND ORGANIZATIONAL COSTS. The Manager paid all initial offering and
organizational costs associated with the registration and seeding of the Fund.

WAIVERS AND REIMBURSEMENTS OF EXPENSES. The Manager has contractually agreed to
waive all Management Fees and pay or reimburse all expenses of the Fund, except
extraordinary expenses, transfer agent fees and fees paid to the independent
Trustees. This agreement has no fixed term. Investors should be aware that even
though the Fund does not pay any fees or expenses to the Manager, investors will
pay a "wrap fee" to their program sponsor. During the year ended May 31, 2009,
the Manager waived management fees in the amount of $33,321. During the year
ended May 31, 2009, the Manager reimbursed expenses in the amount of $77,882.

OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.35% of average annual net assets of the Fund. This undertaking
may be amended or withdrawn at any time.

5. FOREIGN CURRENCY EXCHANGE CONTRACTS

The Fund may enter into foreign currency exchange contracts ("forward
contracts") for the purchase or sale of a foreign currency at a negotiated rate
at a future date.

Forward contracts are reported on a schedule following the Statement of
Investments. Forward contracts will be valued daily based upon the closing
prices of the forward currency rates determined at the close of the Exchange as
provided by a bank, dealer or pricing service. The resulting unrealized
appreciation (depreciation) is reported in the Statement of Assets and
Liabilities as a receivable or payable and in the Statement of Operations within
the change in unrealized appreciation (depreciation). At contract close, the
difference between the original cost of the contract and the value at the close
date is recorded as a realized gain (loss) in the Statement of Operations.

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 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 counterparty 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 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 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.

Oppenheimer Baring SMA International Fund

Internet Website:
www.ofiprivateinvestments.com

Investment Adviser

OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Distributor
OppenheimerFunds Distributor, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Transfer Agent
OppenheimerFunds Services

P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (225.5677)

Custodian Bank
JPMorgan Chase Bank
4 Chase Metro Tech Center
Brooklyn, New York 11245

Independent Registered Public Accounting Firm
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036

(OppenheimerFunds logo)

PX0841.001.0809