-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SIRH3vsnAb59Q/WLQ5feSH7m6aGRpozwI/ysP8kucxXjqR27UK8HLWkEebLLYmXF zEjuZs/aUzCKkeKDGj+dxA== 0000935069-05-000116.txt : 20050128 0000935069-05-000116.hdr.sgml : 20050128 20050128133724 ACCESSION NUMBER: 0000935069-05-000116 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 EFFECTIVENESS DATE: 20050128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER INTERNATIONAL GROWTH FUND CENTRAL INDEX KEY: 0001005728 IRS NUMBER: 133867060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07489 FILM NUMBER: 05557228 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 N-CSR 1 ra825_12003ncsr.txt RA825_12003NCSR.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07489 OPPENHEIMER INTERNATIONAL GROWTH FUND ------------------------------------- (Exact name of registrant as specified in charter) 6803 SOUTH TUCSON WAY, CENTENNIAL, COLORADO 80112-3924 ------------------------------------------------------ (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 --------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: NOVEMBER 30 ----------- Date of reporting period: DECEMBER 1, 2003 - NOVEMBER 30, 2004 ------------------------------------ ITEM 1. REPORTS TO STOCKHOLDERS. TOP HOLDINGS AND ALLOCATIONS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TOP TEN GEOGRAPHICAL HOLDINGS - -------------------------------------------------------------------------------- Japan 18.0% - -------------------------------------------------------------------------------- United Kingdom 15.1 - -------------------------------------------------------------------------------- France 12.8 - -------------------------------------------------------------------------------- Australia 6.9 - -------------------------------------------------------------------------------- Germany 6.2 - -------------------------------------------------------------------------------- Sweden 5.0 - -------------------------------------------------------------------------------- India 4.9 - -------------------------------------------------------------------------------- The Netherlands 4.6 - -------------------------------------------------------------------------------- Brazil 3.7 - -------------------------------------------------------------------------------- United States 3.6 Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2004, and are based on total investments. TOP TEN COMMON STOCK HOLDINGS - -------------------------------------------------------------------------------- Vodafone Group plc 2.8% - -------------------------------------------------------------------------------- Anglo Irish Bank Corp. 2.7 - -------------------------------------------------------------------------------- Novogen Ltd. 2.6 - -------------------------------------------------------------------------------- Telefonaktiebolaget LM Ericsson, B Shares 2.6 - -------------------------------------------------------------------------------- Empresa Brasileira de Aeronautica SA, Preference 2.5 - -------------------------------------------------------------------------------- Mitsubishi Tokyo Financial Group, Inc. 2.2 - -------------------------------------------------------------------------------- Technip SA 1.8 - -------------------------------------------------------------------------------- Tandberg ASA 1.7 - -------------------------------------------------------------------------------- Infosys Technologies Ltd. 1.7 - -------------------------------------------------------------------------------- Aalberts Industries NV 1.6 Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2004, and are based on net assets. For more current Fund holdings, please visit www.oppenheimerfunds.com. - -------------------------------------------------------------------------------- 8 | OPPENHEIMER INTERNATIONAL GROWTH FUND - -------------------------------------------------------------------------------- REGIONAL ALLOCATION [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL] Europe 57.6% Asia 32.3 Latin America 4.5 United States/Canada 3.8 Middle East/Africa 1.8 Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2004, and are based on total investments. - -------------------------------------------------------------------------------- 9 | OPPENHEIMER INTERNATIONAL GROWTH FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED NOVEMBER 30, 2004, FOLLOWED BY A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED MARKET INDEX. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. The Fund participated well in the international growth stock rally that began in early 2003 and reached a peak in mid-February 2004. Those early fiscal-year gains were partly offset, however, by the market correction that began in mid-March and persisted into late September before the market moved ahead. Throughout the period, the Fund continued to focus on its four global themes--mass affluence, new technology, restructuring and aging. As the market rose toward its mid-March peak, we took profits in several stocks whose upside seemed limited, and reinvested proceeds in attractively priced companies positioned to benefit from those global growth drivers. In the mass affluence category, we found several opportunities in companies with globally recognized brands and good earnings, whose valuations had declined to very attractive levels. Examples include a major beauty products company, a Dutch brewer, wine and spirits maker Pernod-Ricard SA, and a U.K.-based retailer. In technology, we continued to look beyond traditional high-tech companies and found what we believe are exceptional opportunities in several Japanese firms, including digital camera maker Canon, Inc. and a maker of high-end halogen lighting systems. We also increased our holdings in a Japanese manufacturer of mini-hard disk drives. Additionally, we added to positions in two of the world's major communications players, Sweden's Telefonaktiebolaget LM Ericsson and the U.K's Vodafone Group plc, as well as in India's Infosys Technologies Ltd., an information technology services firm. Several biotech and drug discovery firms in our holdings also fit into the non-traditional growth company category. Our holdings of traditional pharmaceutical firms are limited. Most of our healthcare holdings represent small-to-midsize drug-discovery companies like a drug delivery system maker in the U.K. and Australia's Novogen Ltd. The Fund further benefited from substantial gains in several of its long-term holdings. A Greek tanker fleet operator, for example, doubled during the year, reflecting rising tanker-shipping rates. A global staffing and employment services company rose significantly on a strong worldwide economic outlook. German automotive systems and components supplier Continental AG also was up strongly, in part reflecting its dominance in anti-lock brake, anti-rollover, and other automotive safety technologies. Detractors from performance during the period included Empresa Brasileira de Aeronautica (Embraer) and Novogen Ltd., both driven by short-term shifts in investor 10 | OPPENHEIMER INTERNATIONAL GROWTH FUND psychology rather than negative changes in the companies' fundamentals or earnings prospects. Apparently many investors thought that Embraer would get caught up in the airline industry's woes, but that was not the case. Embraer dominates the global market for regional jets and represents a solution to airlines' problems, allowing carriers to reconfigure their fleets and networks and operate much more efficiently. Similarly, Novogen sold off in what we believe is a knee-jerk reaction to general pharmaceutical companies' problems, and investors simply did not take into account the company's business model and its powerful new-product pipeline. Both stocks have been recovering since September, as their business strengths were recognized. COMPARING THE FUND'S PERFORMANCE TO THE MARKET. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until November 30, 2004. Performance is measured from the inception of Classes A, B, and C on March 25, 1996. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C, and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results. The Fund's performance is compared to the performance of the Morgan Stanley Capital International (MSCI) EAFE(R) Index (Europe, Australasia, Far East), which is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the US & Canada. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effects of the Fund's business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index. 11 | OPPENHEIMER INTERNATIONAL GROWTH FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS A SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer International Growth Fund (Class A) MSCI EAFE Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] Oppenheimer International Growth MSCI EAFE Date Fund (Class A) Index 03/25/1996 9,425 10,000 05/31/1996 9,849 10,106 08/31/1996 10,085 9,895 11/30/1996 11,065 10,462 02/28/1997 12,026 10,136 05/31/1997 13,082 10,900 08/31/1997 13,261 10,821 11/30/1997 13,544 10,449 02/28/1998 14,375 11,737 05/31/1998 16,634 12,143 08/31/1998 14,040 10,836 11/30/1998 14,461 12,202 02/28/1999 14,467 12,353 05/31/1999 14,935 12,709 08/31/1999 16,136 13,656 11/30/1999 19,567 14,816 02/29/2000 28,739 15,536 05/31/2000 22,865 14,924 08/31/2000 25,519 14,996 11/30/2000 20,335 13,415 02/28/2001 20,242 12,848 05/31/2001 19,951 12,396 08/31/2001 16,993 11,385 11/30/2001 16,151 10,884 02/28/2002 15,808 10,441 05/31/2002 16,425 11,241 08/31/2002 13,350 9,713 11/30/2002 12,592 9,555 02/28/2003 10,621 8,647 05/31/2003 12,776 9,899 08/31/2003 14,865 10,643 11/30/2003 17,195 11,919 02/29/2004 18,931 13,337 05/31/2004 18,188 13,165 08/31/2004 17,557 13,101 11/30/2004 20,149 14,858 AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT 11/30/04 1-Year 10.44% 5-Year -0.60% Since Inception (3/25/96) 8.41% 12 | OPPENHEIMER INTERNATIONAL GROWTH FUND CLASS B SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer International Growth Fund (Class B) MSCI EAFE Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] Oppenheimer International Growth MSCI EAFE Date Fund (Class B) Index 03/25/1996 10,000 10,000 05/31/1996 10,420 10,106 08/31/1996 10,640 9,895 11/30/1996 11,650 10,462 02/28/1997 12,630 10,136 05/31/1997 13,720 10,900 08/31/1997 13,890 10,821 11/30/1997 14,150 10,449 02/28/1998 14,992 11,737 05/31/1998 17,318 12,143 08/31/1998 14,586 10,836 11/30/1998 14,992 12,202 02/28/1999 14,982 12,353 05/31/1999 15,433 12,709 08/31/1999 16,636 13,656 11/30/1999 20,137 14,816 02/29/2000 29,521 15,536 05/31/2000 23,443 14,924 08/31/2000 26,113 14,996 11/30/2000 20,773 13,415 02/28/2001 20,630 12,848 05/31/2001 20,299 12,396 08/31/2001 17,252 11,385 11/30/2001 16,362 10,884 02/28/2002 15,986 10,441 05/31/2002 16,617 11,241 08/31/2002 13,506 9,713 11/30/2002 12,739 9,555 02/28/2003 10,745 8,647 05/31/2003 12,925 9,899 08/31/2003 15,039 10,643 11/30/2003 17,396 11,919 02/29/2004 19,152 13,337 05/31/2004 18,401 13,165 08/31/2004 17,763 13,101 11/30/2004 20,385 14,858 AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT 11/30/04 1-Year 11.25% 5-Year -0.56% Since Inception (3/25/96) 8.55% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. BECAUSE CLASS B SHARES CONVERT TO CLASS A SHARES 72 MONTHS AFTER PURCHASE, THE SINCE-INCEPTION RETURN FOR CLASS B USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 16 FOR FURTHER INFORMATION. 13 | OPPENHEIMER INTERNATIONAL GROWTH FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS C SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer International Growth Fund (Class C) MSCI EAFE Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] Oppenheimer International Growth MSCI EAFE Date Fund (Class C) Index 03/25/1996 10,000 10,000 05/31/1996 10,420 10,106 08/31/1996 10,650 9,895 11/30/1996 11,660 10,462 02/28/1997 12,650 10,136 05/31/1997 13,730 10,900 08/31/1997 13,900 10,821 11/30/1997 14,170 10,449 02/28/1998 15,012 11,737 05/31/1998 17,338 12,143 08/31/1998 14,606 10,836 11/30/1998 15,012 12,202 02/28/1999 15,003 12,353 05/31/1999 15,454 12,709 08/31/1999 16,657 13,656 11/30/1999 20,158 14,816 02/29/2000 29,563 15,536 05/31/2000 23,475 14,924 08/31/2000 26,145 14,996 11/30/2000 20,794 13,415 02/28/2001 20,662 12,848 05/31/2001 20,331 12,396 08/31/2001 17,273 11,385 11/30/2001 16,395 10,884 02/28/2002 16,018 10,441 05/31/2002 16,600 11,241 08/31/2002 13,474 9,713 11/30/2002 12,687 9,555 02/28/2003 10,669 8,647 05/31/2003 12,821 9,899 08/31/2003 14,893 10,643 11/30/2003 17,183 11,919 02/29/2004 18,883 13,337 05/31/2004 18,110 13,165 08/31/2004 17,453 13,101 11/30/2004 19,989 14,858 AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT 11/30/04 1-Year 15.34% 5-Year -0.17% Since Inception (3/25/96) 8.31% 14 | OPPENHEIMER INTERNATIONAL GROWTH FUND CLASS N SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer International Growth Fund (Class N) MSCI EAFE Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE CHART IN THE PRINTED MATERIAL.] Oppenheimer International Growth MSCI EAFE Date Fund (Class N) Index 03/01/2001 10,000 10,000 05/31/2001 9,856 9,648 08/31/2001 8,388 8,861 11/30/2001 7,967 8,471 02/28/2002 7,794 8,126 05/31/2002 8,090 8,749 08/31/2002 6,576 7,560 11/30/2002 6,200 7,437 02/28/2003 5,219 6,730 05/31/2003 6,280 7,704 08/31/2003 7,302 8,284 11/30/2003 8,433 9,277 02/29/2004 9,284 10,380 05/31/2004 8,915 10,247 08/31/2004 8,602 10,197 11/30/2004 9,861 11,564 AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT 11/30/04 1-Year 15.94% 5-Year N/A Since Inception (3/1/01) -0.37% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. BECAUSE CLASS B SHARES CONVERT TO CLASS A SHARES 72 MONTHS AFTER PURCHASE, THE SINCE-INCEPTION RETURN FOR CLASS B USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 16 FOR FURTHER INFORMATION. 15 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES - -------------------------------------------------------------------------------- Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. Investors should consider the Fund's investment objectives, risks, and other charges and expenses carefully before investing. The Fund's prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing. The Fund's investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. CLASS A shares of the Fund were first publicly offered on 3/25/96. Unless otherwise noted, Class A returns include the maximum initial sales charge of 5.75%. CLASS B shares of the Fund were first publicly offered on 3/25/96. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge. CLASS C shares of the Fund were first publicly offered on 3/25/96. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. CLASS N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 16 | OPPENHEIMER INTERNATIONAL GROWTH FUND FUND EXPENSES - -------------------------------------------------------------------------------- FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended November 30, 2004. ACTUAL EXPENSES. The "actual" lines of the table provide information about actual account values and actual expenses. You may use the information on this line for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the "actual" line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio for each class of shares, and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), redemption fees, or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to 17 | OPPENHEIMER INTERNATIONAL GROWTH FUND FUND EXPENSES - -------------------------------------------------------------------------------- exceptions described in the Statement of Additional Information). Therefore, the "hypothetical" lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. - -------------------------------------------------------------------------------- BEGINNING ENDING EXPENSES ACCOUNT ACCOUNT PAID DURING VALUE VALUE 6 MONTHS ENDED (6/1/04) (11/30/04) NOVEMBER 30, 2004 - -------------------------------------------------------------------------------- Class A Actual $1,000.00 $1,107.80 $ 7.40 - -------------------------------------------------------------------------------- Class A Hypothetical 1,000.00 1,018.00 7.09 - -------------------------------------------------------------------------------- Class B Actual 1,000.00 1,103.10 11.52 - -------------------------------------------------------------------------------- Class B Hypothetical 1,000.00 1,014.10 11.04 - -------------------------------------------------------------------------------- Class C Actual 1,000.00 1,103.80 11.37 - -------------------------------------------------------------------------------- Class C Hypothetical 1,000.00 1,014.25 10.88 - -------------------------------------------------------------------------------- Class N Actual 1,000.00 1,106.00 8.72 - -------------------------------------------------------------------------------- Class N Hypothetical 1,000.00 1,016.75 8.35 Hypothetical assumes 5% return before expenses. Expenses are equal to the Fund's annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended November 30, 2004 are as follows: CLASS EXPENSE RATIOS - --------------------------- Class A 1.40% - --------------------------- Class B 2.18 - --------------------------- Class C 2.15 - --------------------------- Class N 1.65 The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund's Transfer Agent that can be terminated at any time, without advance notice. The "Financial Highlights" tables in the Fund's financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements. - -------------------------------------------------------------------------------- 18 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS November 30, 2004 - --------------------------------------------------------------------------------
VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------------- COMMON STOCKS--98.9% - -------------------------------------------------------------------------------------- CONSUMER DISCRETIONARY--19.1% - -------------------------------------------------------------------------------------- AUTO COMPONENTS--1.5% Continental AG 245,498 $ 14,996,475 - -------------------------------------------------------------------------------------- AUTOMOBILES--1.4% Porsche AG, Preferred 15,702 10,019,635 - -------------------------------------------------------------------------------------- Toyota Motor Corp. 124,200 4,658,782 ---------------- 14,678,417 - -------------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--1.5% Carnival Corp. 162,700 8,624,727 - -------------------------------------------------------------------------------------- William Hill plc 698,320 6,939,163 ---------------- 15,563,890 - -------------------------------------------------------------------------------------- HOUSEHOLD DURABLES--2.9% Daito Trust Construction Co. Ltd. 158,632 7,183,569 - -------------------------------------------------------------------------------------- Groupe SEB SA 39,224 3,957,759 - -------------------------------------------------------------------------------------- Sharp Corp. 718,000 11,533,492 - -------------------------------------------------------------------------------------- Sony Corp. 188,100 6,854,623 ---------------- 29,529,443 - -------------------------------------------------------------------------------------- INTERNET & CATALOG RETAIL--1.9% LG Home Shopping, Inc. 164,880 9,253,389 - -------------------------------------------------------------------------------------- Next plc 339,130 10,394,889 ---------------- 19,648,278 - -------------------------------------------------------------------------------------- MEDIA--5.9% British Sky Broadcasting Group plc 199,599 2,127,390 - -------------------------------------------------------------------------------------- Gestevision Telecinco SA 1 196,002 3,705,235 - -------------------------------------------------------------------------------------- Grupo Televisa SA, Sponsored GDR 137,200 8,543,444 - -------------------------------------------------------------------------------------- Mediaset SpA 633,800 7,675,847 - -------------------------------------------------------------------------------------- News Corp., Inc., Chess Depositary Interest, Cl. B 403,994 7,243,176 - -------------------------------------------------------------------------------------- Societe Television Francaise 1 278,200 8,861,345 - -------------------------------------------------------------------------------------- Sogecable SA 1 47,100 1,998,663 - -------------------------------------------------------------------------------------- Vivendi Universal SA 1 407,160 12,016,384 - -------------------------------------------------------------------------------------- Zee Telefilms Ltd. 2,536,600 8,638,136 ---------------- 60,809,620 - -------------------------------------------------------------------------------------- SPECIALTY RETAIL--2.4% Hennes & Mauritz AB, B Shares 493,800 15,877,814 - -------------------------------------------------------------------------------------- New Dixons Group plc 3,374,051 9,397,438 ---------------- 25,275,252 - -------------------------------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS--1.6% Compagnie Financiere Richemont AG, A Shares 171,134 5,202,486 - -------------------------------------------------------------------------------------- Luxottica Group SpA 558,800 10,905,313 ---------------- 16,107,799 - -------------------------------------------------------------------------------------- CONSUMER STAPLES--5.7% - -------------------------------------------------------------------------------------- BEVERAGES--2.9% Foster's Group Ltd. 2,041,110 8,506,777 - -------------------------------------------------------------------------------------- Heineken NV 262,825 8,315,710 - -------------------------------------------------------------------------------------- Pernod-Ricard SA 86,830 12,962,992 ---------------- 29,785,479 - -------------------------------------------------------------------------------------- FOOD & STAPLES RETAILING--0.5% Carrefour SA 57,730 2,742,912 - -------------------------------------------------------------------------------------- Woolworths Ltd. 255,964 2,963,296 ---------------- 5,706,208 - -------------------------------------------------------------------------------------- FOOD PRODUCTS--1.5% Cadbury Schweppes plc 598,060 5,337,168 - -------------------------------------------------------------------------------------- Nestle SA 18,518 4,752,163 - -------------------------------------------------------------------------------------- Unilever plc 568,370 5,202,546 ---------------- 15,291,877 - -------------------------------------------------------------------------------------- PERSONAL PRODUCTS--0.8% L'Oreal SA 114,850 8,305,879
19 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS Continued - --------------------------------------------------------------------------------
VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------------- ENERGY--4.7% - -------------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--1.8% Technip SA 112,530 $ 18,924,070 - -------------------------------------------------------------------------------------- OIL & GAS--2.9% BP plc, ADR 159,800 9,803,730 - -------------------------------------------------------------------------------------- Total SA, B Shares 65,910 14,431,139 - -------------------------------------------------------------------------------------- Tsakos Energy Navigation Ltd. 113,500 4,795,375 ---------------- 29,030,244 - -------------------------------------------------------------------------------------- FINANCIALS--18.6% - -------------------------------------------------------------------------------------- COMMERCIAL BANKS--10.2% ABN Amro Holding NV 299,700 7,362,824 - -------------------------------------------------------------------------------------- Anglo Irish Bank Corp. 1,249,482 28,321,098 - -------------------------------------------------------------------------------------- ICICI Bank Ltd., Sponsored ADR 727,800 13,486,134 - -------------------------------------------------------------------------------------- Joyo Bank Ltd. (The) 1,607,000 7,527,078 - -------------------------------------------------------------------------------------- Mitsubishi Tokyo Financial Group, Inc. 2,355 22,313,056 - -------------------------------------------------------------------------------------- National Australia Bank Ltd. 136,600 2,958,307 - -------------------------------------------------------------------------------------- Royal Bank of Scotland Group plc (The) 404,011 12,414,479 - -------------------------------------------------------------------------------------- Societe Generale, Cl. A 109,830 10,607,482 ---------------- 104,990,458 - -------------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--3.7% 3i Group plc 1,098,637 13,719,841 - -------------------------------------------------------------------------------------- Collins Stewart Tullett plc 1,830,121 13,158,476 - -------------------------------------------------------------------------------------- MLP AG 562,828 11,111,120 ---------------- 37,989,437 - -------------------------------------------------------------------------------------- INSURANCE--2.6% Alleanza Assicurazioni SpA 407,700 5,029,727 - -------------------------------------------------------------------------------------- Allianz AG 43,323 5,425,317 - -------------------------------------------------------------------------------------- AMP Ltd. 1,921,305 10,202,102 - -------------------------------------------------------------------------------------- Skandia Forsakrings AB 1,596,900 6,632,355 ---------------- 27,289,501 - -------------------------------------------------------------------------------------- REAL ESTATE--1.6% Solidere, GDR 1,2 800,935 4,885,704 - -------------------------------------------------------------------------------------- Solidere, GDR 1 76,157 464,558 - -------------------------------------------------------------------------------------- Sumitomo Realty & Development Co. Ltd. 924,000 11,376,590 ---------------- 16,726,852 - -------------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE--0.5% Housing Development Finance Corp. Ltd. 265,500 4,761,869 - -------------------------------------------------------------------------------------- HEALTH CARE--13.9% - -------------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--1.9% Art Advanced Research Technologies, Inc. 1,3 389,400 328,358 - -------------------------------------------------------------------------------------- Art Advanced Research Technologies, Inc. 1,3,4 1,901,125 1,603,107 - -------------------------------------------------------------------------------------- Essilor International SA 147,150 10,054,931 - -------------------------------------------------------------------------------------- Ortivus AB, Cl. B 1,3 710,800 2,624,128 - -------------------------------------------------------------------------------------- Terumo Corp. 193,900 4,974,452 - -------------------------------------------------------------------------------------- William Demant Holding AS 1 12,200 541,349 ---------------- 20,126,325 - -------------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES--0.6% Nicox SA 1 1,332,479 6,075,894 - -------------------------------------------------------------------------------------- PHARMACEUTICALS--11.4% AstraZeneca plc 41,520 1,622,557 - -------------------------------------------------------------------------------------- Dr. Reddy's Laboratories Ltd., Sponsored ADR 167,100 2,959,341 - -------------------------------------------------------------------------------------- Fujisawa Pharmaceutical Co. Ltd. 153,000 3,962,344 - -------------------------------------------------------------------------------------- GlaxoSmithKline plc 327,940 6,899,712 - -------------------------------------------------------------------------------------- H. Lundbeck AS 417,900 7,851,047 - -------------------------------------------------------------------------------------- Marshall Edwards, Inc. 1,4 1,750,000 16,051,978
20 | OPPENHEIMER INTERNATIONAL GROWTH FUND
VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------------- PHARMACEUTICALS Continued NeuroSearch AS 1 253,600 $ 10,753,838 - -------------------------------------------------------------------------------------- Novogen Ltd. 1,3 6,323,015 26,645,372 - -------------------------------------------------------------------------------------- Sanofi-Synthelabo SA 198,700 14,964,199 - -------------------------------------------------------------------------------------- Schering AG 91,196 6,499,460 - -------------------------------------------------------------------------------------- Shionogi & Co. Ltd. 405,000 5,462,708 - -------------------------------------------------------------------------------------- SkyePharma plc 1 3,340,500 4,245,046 - -------------------------------------------------------------------------------------- Takeda Pharmaceutical Co. Ltd. 112,000 5,507,215 - -------------------------------------------------------------------------------------- Teva Pharmaceutical Industries Ltd., Sponsored ADR 144,800 3,950,144 ---------------- 117,374,961 - -------------------------------------------------------------------------------------- INDUSTRIALS--9.9% - -------------------------------------------------------------------------------------- AEROSPACE & DEFENSE--2.5% Empresa Brasileira de Aeronautica SA, Preference 3,731,246 26,205,846 - -------------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--1.8% BTG plc 1 2,170,784 3,909,734 - -------------------------------------------------------------------------------------- Buhrmann NV 185,658 1,658,588 - -------------------------------------------------------------------------------------- Capita Group plc 770,020 5,253,146 - -------------------------------------------------------------------------------------- Prosegur Compania de Seguridad SA 205,149 3,744,516 - -------------------------------------------------------------------------------------- Randstad Holding NV 108,383 4,164,038 ---------------- 18,730,022 - -------------------------------------------------------------------------------------- CONSTRUCTION & ENGINEERING--1.2% Koninklijke Boskalis Westminster NV 68,543 2,003,752 - -------------------------------------------------------------------------------------- Leighton Holdings Ltd. 547,231 4,641,660 - -------------------------------------------------------------------------------------- Vinci 42,460 5,257,975 ---------------- 11,903,387 - -------------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT--1.2% Ushio, Inc. 672,000 12,303,076 - -------------------------------------------------------------------------------------- INDUSTRIAL CONGLOMERATES--2.5% Aalberts Industries NV 394,227 16,168,035 - -------------------------------------------------------------------------------------- Siemens AG 113,152 9,063,063 ---------------- 25,231,098 - -------------------------------------------------------------------------------------- MACHINERY--0.7% Hyundai Heavy Industries Co. Ltd. 259,846 7,440,088 - -------------------------------------------------------------------------------------- INFORMATION TECHNOLOGY--18.4% - -------------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT--3.1% Nokia Oyj 355,600 5,786,272 - -------------------------------------------------------------------------------------- Telefonaktiebolaget LM Ericsson, B Shares 1 7,959,600 26,541,479 ---------------- 32,327,751 - -------------------------------------------------------------------------------------- COMPUTERS & PERIPHERALS--0.6% - -------------------------------------------------------------------------------------- Logitech International SA 1 99,935 5,852,484 - -------------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--6.9% Electrocomponents plc 1,166,910 6,533,626 - -------------------------------------------------------------------------------------- Epcos AG 1 351,617 5,576,555 - -------------------------------------------------------------------------------------- Keyence Corp. 38,100 8,626,695 - -------------------------------------------------------------------------------------- Nidec Corp. 84,300 9,912,346 - -------------------------------------------------------------------------------------- Nippon Electric Glass Co. Ltd. 340,000 8,854,769 - -------------------------------------------------------------------------------------- Omron Corp. 415,318 9,504,629 - -------------------------------------------------------------------------------------- Tandberg ASA 1,581,100 17,922,503 - -------------------------------------------------------------------------------------- TDK Corp. 61,800 4,438,093 ---------------- 71,369,216 - -------------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES--0.8% Yahoo Japan Corp. 1 1,888 8,696,487 - -------------------------------------------------------------------------------------- IT SERVICES--3.0% Amadeus Global Travel Distribution SA 807,600 7,042,970 - -------------------------------------------------------------------------------------- Infosys Technologies Ltd. 357,576 17,210,673 - -------------------------------------------------------------------------------------- NIIT Ltd. 445,600 1,526,431 - -------------------------------------------------------------------------------------- NIIT Technologies Ltd. 1 668,400 2,340,561 - -------------------------------------------------------------------------------------- United Internet AG 88,125 2,307,922 ---------------- 30,428,557
21 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS Continued - --------------------------------------------------------------------------------
VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------------- OFFICE ELECTRONICS--2.2% Canon, Inc. 269,000 $ 13,488,557 - -------------------------------------------------------------------------------------- Konica Minolta Holdings, Inc. 676,000 8,684,437 ---------------- 22,172,994 - -------------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.2% ASM International NV 1 517,000 8,220,300 - -------------------------------------------------------------------------------------- Samsung Electronics Co. 9,900 4,098,666 ---------------- 12,318,966 - -------------------------------------------------------------------------------------- SOFTWARE--0.6% Autonomy Corp. plc 1 954,869 2,764,431 - -------------------------------------------------------------------------------------- Business Objects SA 1 114,230 2,677,245 - -------------------------------------------------------------------------------------- UBISoft Entertainment SA 1 56,236 1,201,396 ---------------- 6,643,072 - -------------------------------------------------------------------------------------- MATERIALS--3.4% - -------------------------------------------------------------------------------------- CHEMICALS--0.5% Sika AG 1 7,848 4,637,329 - -------------------------------------------------------------------------------------- METALS & MINING--2.9% Companhia Vale do Rio Doce, Sponsored ADR 608,400 12,618,216 - -------------------------------------------------------------------------------------- Impala Platinum Holdings Ltd. 114,700 9,775,120 - -------------------------------------------------------------------------------------- Rio Tinto plc 254,500 7,455,542 ---------------- 29,848,878 - -------------------------------------------------------------------------------------- TELECOMMUNICATION SERVICES--5.2% - -------------------------------------------------------------------------------------- WIRELESS TELECOMMUNICATION SERVICES--5.2% KDDI Corp. 2,379 11,744,152 - -------------------------------------------------------------------------------------- SK Telecom Co. Ltd., ADR 234,234 5,272,607 - -------------------------------------------------------------------------------------- Telecom Italia Mobile SpA 1,198,200 7,948,507 - -------------------------------------------------------------------------------------- Vodafone Group plc 10,503,223 28,501,008 ---------------- 53,466,274 ---------------- Total Common Stocks (Cost $755,919,698) 1,018,563,753 - -------------------------------------------------------------------------------------- PREFERRED STOCKS--0.8% - -------------------------------------------------------------------------------------- Ceres Group, Inc.: $4.00 Cv., Series C-1 1,4 44,515 289,348 Cv., Series C 1,4 600,000 3,900,000 Cv., Series D 1,4 418,000 2,717,000 Oxagen Ltd., Cv. 1,4 2,142,875 1,433,224 ---------------- Total Preferred Stocks (Cost $7,296,760) 8,339,572
UNITS - -------------------------------------------------------------------------------------- RIGHTS, WARRANTS AND CERTIFICATES--0.0% - -------------------------------------------------------------------------------------- Ceres Group, Inc.: Series C Wts., Exp 8/28/06 1,4 20,032 -- Series D Wts., Exp 12/31/30 1,4 41,800 -- ---------------- Total Rights, Warrants and Certificates (Cost $0) --
PRINCIPAL AMOUNT - -------------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS--1.4% - -------------------------------------------------------------------------------------- Undivided interest of 2.57% in joint repurchase agreement (Principal Amount/ Value $563,463,000, with a maturity value of $563,494,147) with UBS Warburg LLC, 1.99%, dated 11/30/04, to be repurchased at $14,487,801 on 12/1/04, collateralized by Federal National Mortgage Assn., 5%, 3/1/34, with a value of $575,723,750 (Cost $14,487,000) $ 14,487,000 14,487,000 - -------------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $777,703,458) 101.1% 1,041,390,325 - -------------------------------------------------------------------------------------- LIABILITIES IN EXCESS OF OTHER ASSETS (1.1) (10,943,587) ----------------------------------- NET ASSETS 100.0% $ 1,030,446,738 ===================================
22 | OPPENHEIMER INTERNATIONAL GROWTH FUND FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $4,885,704 or 0.47% of the Fund's net assets as of November 30, 2004. 3. Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer, and is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended November 30, 2004. The aggregate fair value of securities of affiliated companies held by the Fund as of November 30, 2004 amounts to $31,200,965. Transactions during the period in which the issuer was an affiliate are as follows:
UNREALIZED SHARES GROSS GROSS SHARES APPRECIATION DIVIDEND NOV. 30, 2003 ADDITIONS REDUCTIONS NOV. 30, 2004 (DEPRECIATION) INCOME - ----------------------------------------------------------------------------------------------------------------------------- Art Advanced Research Technologies, Inc. 1,901,125 -- -- 1,901,125 $(5,896,893) $ -- Art Advanced Research Technologies, Inc. -- 389,400* -- 389,400 (249,794) -- Novogen Ltd. 6,323,015 -- 6,323,015 17,649,429 -- Ortivus AB, B Shares 710,800 -- -- 710,800 (5,735,968) -- ---------------------------- $ 5,766,774 $ -- ============================
*Received as the result of a corporate action. 4. Illiquid or restricted security. The aggregate value of illiquid or restricted securities as of November 30, 2004, was $25,994,657, which represents 2.52% of the Fund's net assets, of which $9,942,679 is considered restricted. See Note 6 of Notes to Financial Statements. 23 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS Continued - -------------------------------------------------------------------------------- DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS: GEOGRAPHIC HOLDINGS VALUE PERCENT - -------------------------------------------------------------------------------- Japan $ 187,607,150 18.0% United Kingdom 157,113,146 15.1 France 133,041,602 12.8 Australia 71,969,492 6.9 Germany 64,999,547 6.2 Sweden 51,675,776 5.0 India 50,923,145 4.9 The Netherlands 47,893,247 4.6 Brazil 38,824,062 3.7 United States 37,261,251 3.6 Italy 31,559,394 3.0 Ireland 28,321,098 2.7 Korea, Republic of South 26,064,750 2.5 Norway 22,717,878 2.2 Switzerland 20,444,462 2.0 Denmark 19,146,234 1.8 Spain 16,491,384 1.6 South Africa 9,775,120 0.9 Mexico 8,543,444 0.8 Finland 5,786,272 0.6 Lebanon 5,350,262 0.5 Israel 3,950,144 0.4 Canada 1,931,465 0.2 --------------------------- Total $1,041,390,325 100.0% =========================== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 24 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES November 30, 2004 - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- ASSETS - --------------------------------------------------------------------------------------------------------- Investments, at value--see accompanying statement of investments: Unaffiliated companies (cost $752,269,267) $ 1,010,189,360 Affiliated companies (cost $25,434,191) 31,200,965 ---------------- 1,041,390,325 - --------------------------------------------------------------------------------------------------------- Cash 1,861,525 - --------------------------------------------------------------------------------------------------------- Receivables and other assets: Interest and dividends 1,769,250 Shares of beneficial interest sold 356,793 Other 20,087 ---------------- Total assets 1,045,397,980 - --------------------------------------------------------------------------------------------------------- LIABILITIES - --------------------------------------------------------------------------------------------------------- Unrealized depreciation on foreign currency contracts 811 - --------------------------------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 11,546,556 Shares of beneficial interest redeemed 2,309,836 Distribution and service plan fees 399,793 Transfer and shareholder servicing agent fees 269,692 Trustees' compensation 179,601 Shareholder communications 156,360 Other 88,593 ---------------- Total liabilities 14,951,242 - --------------------------------------------------------------------------------------------------------- NET ASSETS $ 1,030,446,738 ================ - --------------------------------------------------------------------------------------------------------- COMPOSITION OF NET ASSETS - --------------------------------------------------------------------------------------------------------- Paid-in capital $ 1,153,192,567 - --------------------------------------------------------------------------------------------------------- Accumulated net investment loss (11,837,657) - --------------------------------------------------------------------------------------------------------- Accumulated net realized loss on investments and foreign currency transactions (374,665,276) - --------------------------------------------------------------------------------------------------------- Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies 263,757,104 ---------------- NET ASSETS $ 1,030,446,738 ================
25 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES Continued - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------ NET ASSET VALUE PER SHARE - ------------------------------------------------------------------------------------------ Class A Shares: Net asset value and redemption price per share (based on net assets of $686,313,005 and 37,726,262 shares of beneficial interest outstanding) $18.19 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $19.30 - ------------------------------------------------------------------------------------------ Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $166,973,451 and 9,632,307 shares of beneficial interest outstanding) $17.33 - ------------------------------------------------------------------------------------------ Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $144,529,383 and 8,334,677 shares of beneficial interest outstanding) $17.34 - ------------------------------------------------------------------------------------------ Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $32,630,899 and 1,818,482 shares of beneficial interest outstanding) $17.94
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 26 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF OPERATIONS For the Year Ended November 30, 2004 - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------ INVESTMENT INCOME - ------------------------------------------------------------------------------------------ Dividends (net of foreign withholding taxes of $1,525,921) $ 14,978,937 - ------------------------------------------------------------------------------------------ Interest 173,663 -------------- Total investment income 15,152,600 - ------------------------------------------------------------------------------------------ EXPENSES - ------------------------------------------------------------------------------------------ Management fees 7,098,777 - ------------------------------------------------------------------------------------------ Distribution and service plan fees: Class A 1,453,407 Class B 1,673,209 Class C 1,310,289 Class N 133,388 - ------------------------------------------------------------------------------------------ Transfer and shareholder servicing agent fees: Class A 3,224,528 Class B 637,025 Class C 434,990 Class N 122,080 - ------------------------------------------------------------------------------------------ Shareholder communications: Class A 104,537 Class B 84,236 Class C 26,252 Class N 837 - ------------------------------------------------------------------------------------------ Custodian fees and expenses 306,108 - ------------------------------------------------------------------------------------------ Trustees' compensation 35,842 - ------------------------------------------------------------------------------------------ Other 72,419 -------------- Total expenses 16,717,924 Less reduction to custodian expenses (4,692) Less payments and waivers of expenses (1,215,707) -------------- Net expenses 15,497,525 - ------------------------------------------------------------------------------------------ NET INVESTMENT LOSS (344,925)
27 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF OPERATIONS Continued - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------ REALIZED AND UNREALIZED GAIN (LOSS) - ------------------------------------------------------------------------------------------ Net realized gain (loss) on: Investments $ (28,762,260) Foreign currency transactions 37,878,976 -------------- Net realized gain 9,116,716 - ------------------------------------------------------------------------------------------ Net change in unrealized appreciation on: Investments 104,751,633 Translation of assets and liabilities denominated in foreign currencies 31,288,175 -------------- Net change in unrealized appreciation 136,039,808 - ------------------------------------------------------------------------------------------ NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 144,811,599 ==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 28 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
YEAR ENDED NOVEMBER 30, 2004 2003 - -------------------------------------------------------------------------------------------------- OPERATIONS - -------------------------------------------------------------------------------------------------- Net investment loss $ (344,925) $ (672,881) - -------------------------------------------------------------------------------------------------- Net realized gain (loss) 9,116,716 (153,689,727) - -------------------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) 136,039,808 372,677,945 ------------------------------------- Net increase in net assets resulting from operations 144,811,599 218,315,337 - -------------------------------------------------------------------------------------------------- DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS - -------------------------------------------------------------------------------------------------- Dividends from net investment income: Class A (6,767,655) (3,451,367) Class B (1,084,899) (393,792) Class C (837,758) (280,451) Class N (241,976) (141,834) - -------------------------------------------------------------------------------------------------- BENEFICIAL INTEREST TRANSACTIONS - -------------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from beneficial interest transactions: Class A 69,139,385 35,842,844 Class B (32,194,872) (31,008,777) Class C 9,003,324 (2,213,224) Class N 7,458,197 4,032,418 - -------------------------------------------------------------------------------------------------- NET ASSETS - -------------------------------------------------------------------------------------------------- Total increase 189,285,345 220,701,154 - -------------------------------------------------------------------------------------------------- Beginning of period 841,161,393 620,460,239 ------------------------------------- End of period (including accumulated net investment loss of $11,837,657 and $4,665,046, respectively) $ 1,030,446,738 $ 841,161,393 =====================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 29 | OPPENHEIMER INTERNATIONAL GROWTH FUND FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
CLASS A YEAR ENDED NOVEMBER 30, 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 15.72 $ 11.63 $ 14.96 $ 19.77 $ 19.22 - ------------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .04 1 .01 .12 .06 (.01) Net realized and unrealized gain (loss) 2.63 4.19 (3.41) (3.93) .77 -------------------------------------------------------------------------- Total from investment operations 2.67 4.20 (3.29) (3.87) .76 - ------------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.20) (.11) (.04) -- -- Distributions from net realized gain -- -- -- (.94) (.21) -------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.20) (.11) (.04) (.94) (.21) - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 18.19 $ 15.72 $ 11.63 $ 14.96 $ 19.77 ========================================================================== - ------------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 17.18% 36.55% (22.04)% (20.58)% 3.92% - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $686,313 $528,363 $358,097 $535,615 $478,680 - ------------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $598,265 $390,315 $512,319 $536,366 $418,537 - ------------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment income 0.22% 0.18% 0.62% 0.62% 0.22% Total expenses 1.61% 1.88% 1.64% 1.42% 1.38% Expenses after payments and waivers and reduction to custodian expenses 1.43% 1.42% 1.56% N/A 4,5 N/A 4 - ------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 37% 61% 46% 33% 61%
1. Per share amounts calculated based on the average shares outstanding during the period. 2. 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 of 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. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 30 | OPPENHEIMER INTERNATIONAL GROWTH FUND
CLASS B YEAR ENDED NOVEMBER 30, 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 15.00 $ 11.10 $ 14.34 $ 19.14 $ 18.75 - ------------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.09) 1 (.13) (.03) (.01) (.08) Net realized and unrealized gain (loss) 2.51 4.06 (3.21) (3.85) .68 -------------------------------------------------------------------------- Total from investment operations 2.42 3.93 (3.24) (3.86) .60 - ------------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.09) (.03) -- -- -- Distributions from net realized gain -- -- -- (.94) (.21) -------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.09) (.03) -- (.94) (.21) - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 17.33 $ 15.00 $ 11.10 $ 14.34 $ 19.14 ========================================================================== - ------------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 16.25% 35.49% (22.59)% (21.23)% 3.16% - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $166,973 $174,959 $161,074 $230,085 $273,243 - ------------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $167,441 $148,838 $200,304 $262,745 $276,393 - ------------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (0.57)% (0.55)% (0.12)% (0.15)% (0.56)% Total expenses 2.24% 2.48% 2.39% 2.17% 2.14% Expenses after payments and waivers and reduction to custodian expenses 2.21% 2.19% 2.31% N/A 4,5 N/A 4 - ------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 37% 61% 46% 33% 61%
1. Per share amounts calculated based on the average shares outstanding during the period. 2. 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 of 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. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 31 | OPPENHEIMER INTERNATIONAL GROWTH FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
CLASS C YEAR ENDED NOVEMBER 30, 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 15.01 $ 11.12 $ 14.37 $ 19.16 $ 18.77 - ------------------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.08) 1 (.08) (.01) -- 2 (.04) Net realized and unrealized gain (loss) 2.52 4.01 (3.24) (3.85) .64 -------------------------------------------------------------------------- Total from investment operations 2.44 3.93 (3.25) (3.85) .60 - ------------------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.11) (.04) -- -- -- Distributions from net realized gain -- -- -- (.94) (.21) -------------------------------------------------------------------------- Total dividends and/or distributions to shareholders (.11) (.04) -- (.94) (.21) - ------------------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 17.34 $ 15.01 $ 11.12 $ 14.37 $ 19.16 ========================================================================== - ------------------------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 3 16.34% 35.44% (22.62)% (21.16)% 3.16% - ------------------------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $144,529 $116,659 $ 89,456 $114,084 $113,230 - ------------------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $131,125 $ 90,532 $106,551 $122,775 $ 98,110 - ------------------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment loss (0.52)% (0.59)% (0.12)% (0.14)% (0.53)% Total expenses 2.16% 2.38% 2.37% 2.17% 2.14% Expenses after payments and waivers and reduction to custodian expenses N/A 5,6 2.22% 2.29% N/A 5,6 N/A 5 - ------------------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 37% 61% 46% 33% 61%
1. Per share amounts calculated based on the average shares outstanding during the period. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 32 | OPPENHEIMER INTERNATIONAL GROWTH FUND
CLASS N YEAR ENDED NOVEMBER 30, 2004 2003 2002 2001 1 - ------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 15.51 $ 11.55 $ 14.93 $ 18.74 - ------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) -- 2,3 .02 .09 .01 Net realized and unrealized gain (loss) 2.60 4.08 (3.38) (3.82) -------------------------------------------------------- Total from investment operations 2.60 4.10 (3.29) (3.81) - ------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.17) (.14) (.09) -- Distributions from net realized gain -- -- -- -- -------------------------------------------------------- Total dividends and/or distributions to shareholders (.17) (.14) (.09) -- - ------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 17.94 $ 15.51 $ 11.55 $ 14.93 ======================================================== - ------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 4 16.94% 36.01% (22.18)% (20.33)% - ------------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $32,631 $21,180 $11,833 $ 3,102 - ------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $26,738 $14,722 $ 9,195 $ 1,152 - ------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 5 Net investment income (loss) (0.02)% (0.16)% 0.19% 0.18% Total expenses 1.77% 1.90% 1.80% 1.74% Expenses after payments and waivers and reduction to custodian expenses 1.66% 1.73% 1.72% N/A 6,7 - ------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 37% 61% 46% 33%
1. For the period from March 1, 2001 (inception of offering) to November 30, 2001. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Less than $0.005 per share. 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 of 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 of less than one full year. 6. Reduction to custodian expenses less than 0.01%. 7. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 33 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer International Growth Fund (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek long-term capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A, Class B, Class C and Class N shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares six years after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Corporate, government and municipal debt instruments having a remaining maturity in excess of 60 days and all mortgage-backed securities will be valued at the mean between the "bid" and "asked" prices. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign and domestic securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with 34 | OPPENHEIMER INTERNATIONAL GROWTH FUND remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. Foreign exchange rates may be valued primarily using dealer supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. These balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- FEDERAL TAXES. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. 35 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued The tax components of capital shown in the table below 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 SECURITIES AND UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME INCOME GAIN CARRYFORWARD 1,2,3,4 TAX PURPOSES -------------------------------------------------------------------------- $4,431,536 $ -- $363,074,074 $236,071,351 1. As of November 30, 2004, the Fund had $363,073,900 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of November 30, 2004, details of the capital loss carryforwards were as follows: EXPIRING ---------------------------- 2009 $ 76,651,058 2010 110,808,862 2011 175,613,980 ------------ Total $363,073,900 ============ 2. The Fund had $174 of post-October foreign currency losses which were deferred. 3. During the fiscal year ended November 30, 2004, the Fund utilized $4,192,154 of capital loss carryforward to offset capital gains realized in that fiscal year. 4. During the fiscal year ended November 30, 2003, 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 November 30, 2004. Net assets of the Fund were unaffected by the reclassifications. INCREASE TO REDUCTION TO ACCUMULATED NET ACCUMULATED NET REALIZED LOSS INVESTMENT LOSS ON INVESTMENTS ------------------------------------------------ $2,104,602 $2,104,602 The tax character of distributions paid during the years ended November 30, 2004 and November 30, 2003 was as follows: YEAR ENDED YEAR ENDED NOVEMBER 30, 2004 NOVEMBER 30, 2003 -------------------------------------------------------------------- Distributions paid from: Ordinary income $8,932,288 $4,267,444 36 | OPPENHEIMER INTERNATIONAL GROWTH FUND The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of November 30, 2004 are noted below. 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 $ 805,389,211 Federal tax cost of other investments 2,198,998 ------------- Total federal tax cost $ 807,588,209 ============= Gross unrealized appreciation $ 273,271,037 Gross unrealized depreciation (37,199,686) ------------- Net unrealized appreciation $ 236,071,351 ============= - -------------------------------------------------------------------------------- TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during the years of service. During the year ended November 30, 2004, the Fund's projected benefit obligations were increased by $10,950 and payments of $9,160 were made to retired trustees, resulting in an accumulated liability of $156,432 as of November 30, 2004. The Board of Trustees has adopted a deferred compensation 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 Plan. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. 37 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued 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. The Fund pays interest to its custodian on such cash overdrafts 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. - -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. SHARES OF BENEFICIAL INTEREST The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:
YEAR ENDED NOVEMBER 30, 2004 YEAR ENDED NOVEMBER 30, 2003 SHARES AMOUNT SHARES AMOUNT - ------------------------------------------------------------------------------------------------ CLASS A Sold 19,377,829 $ 323,265,209 40,205,063 $ 471,582,861 Dividends and/or distributions reinvested 364,291 5,755,789 273,353 2,963,156 Redeemed (15,635,357) (259,881,613) 1 (37,646,102) (438,703,173) ------------------------------------------------------------------ Net increase 4,106,763 $ 69,139,385 2,832,314 $ 35,842,844 ================================================================== - ------------------------------------------------------------------------------------------------ CLASS B Sold 2,003,862 $ 32,149,130 2,549,035 $ 30,239,637 Dividends and/or distributions reinvested 61,977 940,197 32,768 341,309 Redeemed (4,100,867) (65,284,199) 1 (5,425,773) (61,589,723) ------------------------------------------------------------------ Net decrease (2,035,028) $ (32,194,872) (2,843,970) $ (31,008,777) ================================================================== - ------------------------------------------------------------------------------------------------ CLASS C Sold 2,301,953 $ 36,724,240 3,339,291 $ 38,386,072 Dividends and/or distributions reinvested 45,549 690,983 21,255 221,691 Redeemed (1,786,385) (28,411,899) 1 (3,631,625) (40,820,987) ------------------------------------------------------------------ Net increase (decrease) 561,117 $ 9,003,324 (271,079) $ (2,213,224) ==================================================================
1. Net of redemption fees of $4,905, $1,373, $1,075 and $219 for Class A, Class B, Class C and Class N, respectively. 38 | OPPENHEIMER INTERNATIONAL GROWTH FUND
YEAR ENDED NOVEMBER 30, 2004 YEAR ENDED NOVEMBER 30, 2003 SHARES AMOUNT SHARES AMOUNT - ------------------------------------------------------------------------------------------------ CLASS N Sold 1,087,688 $ 17,969,575 1,277,146 $ 14,871,049 Dividends and/or distributions reinvested 14,836 231,750 12,795 137,297 Redeemed (649,373) (10,743,128) 1 (949,418) (10,975,928) ------------------------------------------------------------------ Net increase 453,151 $ 7,458,197 340,523 $ 4,032,418 ==================================================================
1. Net of redemption fees of $4,905, $1,373, $1,075 and $219 for Class A, Class B, Class C and Class N, respectively. - -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended November 30, 2004, were $404,032,827 and $337,900,529, respectively. - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.80% of the first $250 million of average annual net assets of the Fund, 0.77% of the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1 billion, and 0.67% of average annual net assets in excess of $2 billion. - -------------------------------------------------------------------------------- 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 November 30, 2004, the Fund paid $3,161,516 to OFS for services to the Fund. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the Fund's classes of shares. - -------------------------------------------------------------------------------- SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual 39 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued asset-based sales charge of 0.75% per year on Class B and Class C shares and 0.25% per year on Class N shares. The Distributor also receives a service fee of up to 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor's aggregate uncompensated expenses under the plan at November 30, 2004 for Class B, Class C and Class N shares were $3,665,185, $2,688,687 and $259,097, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- SALES CHARGES. Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the table below for the period indicated.
CLASS A CLASS B CLASS C CLASS N CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR - ----------------------------------------------------------------------------------------------------------- November 30, 2004 $339,998 $7,830 $359,551 $24,245 $30,206
- -------------------------------------------------------------------------------- PAYMENTS AND WAIVERS OF EXPENSES. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. During the year ended November 30, 2004, OFS waived $1,121,718, $63,400, $2,194 and $28,395 for Class A, Class B, Class C and Class N shares, respectively. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- 5. FOREIGN CURRENCY CONTRACTS A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. The Fund may enter into foreign currency contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection from adverse exchange rate fluctuation. Risks to the Fund include the potential inability of the counterparty to meet the terms of the contract. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using prevailing foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations with the change in unrealized appreciation or depreciation. 40 | OPPENHEIMER INTERNATIONAL GROWTH FUND The Fund may realize a gain or loss upon the closing or settlement of the foreign transaction. Contracts closed or settled with the same broker are recorded as net realized gains or losses. Such realized gains and losses are reported with all other foreign currency gains and losses in the Statement of Operations. As of November 30, 2004, the Fund had outstanding foreign currency contracts as follows:
CONTRACT VALUATION AS OF EXPIRATION AMOUNT NOVEMBER 30, UNREALIZED CONTRACT DESCRIPTION DATES (000S) 2004 DEPRECIATION - --------------------------------------------------------------------------------------------------------- CONTRACTS TO PURCHASE Euro (EUR) 12/1/04 1,498EUR $1,990,982 $599 Japanese Yen (JPY) 12/1/04 21,322JPY 207,205 212 ---- Total unrealized depreciation $811 ====
- -------------------------------------------------------------------------------- 6. ILLIQUID OR RESTRICTED SECURITIES As of November 30, 2004, investments in securities included issues that are illiquid or restricted. Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. Information concerning restricted securities is as follows:
VALUATION AS OF UNREALIZED ACQUISITION NOVEMBER 30, APPRECIATION SECURITY DATES COST 2004 (DEPRECIATION) - --------------------------------------------------------------------------------------------------------------------- STOCKS AND/OR WARRANTS Art Advanced Research Technologies, Inc. 6/19/01 $ 7,500,000 $ 1,603,107 $(5,896,893) Ceres Group, Inc., Series C Wts., Exp. 8/28/06 10/25/01 -- -- -- Ceres Group, Inc., Series D Wts., Exp. 12/31/30 10/4/01 -- -- -- Ceres Group, Inc., $4.00 Cv., Series C-1 2/6/01 178,060 289,348 111,288 Ceres Group, Inc., Cv., Series C 1/6/99 2,400,000 3,900,000 1,500,000 Ceres Group, Inc., Cv., Series D 3/15/01 2,508,000 2,717,000 209,000 Oxagen Ltd., Cv 12/20/00 2,210,700 1,433,224 (777,476)
41 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7. LITIGATION A consolidated amended complaint has been filed as putative derivative and class actions against the Manager, OFS and the Distributor (collectively, "OppenheimerFunds"), as well as 51 of the Oppenheimer funds (collectively, the "Funds") including this Fund, and 31 present and former Directors/Trustees (collectively, the "Directors/Trustees") and nine present and former officers (collectively, the "Officers") of certain of the Funds. This complaint, filed in the U.S. District Court for the Southern District of New York on January 10, 2005, consolidates into a single action and amends six individual previously-filed putative derivative and class action complaints. Like those prior complaints, the consolidated amended complaint alleges that the Manager charged excessive fees for distribution and other costs, improperly used assets of the Funds in the form of directed brokerage commissions and 12b-1 fees to pay brokers to promote sales of the Funds, and failed to properly disclose the use of Fund assets to make those payments, in violation of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. Also like those prior complaints, the consolidated amended complaint further alleges that by permitting and/or participating in those actions, the Directors/Trustees and the Officers breached their fiduciary duties to Fund shareholders under the Investment Company Act of 1940 and at common law. The complaint seeks unspecified compensatory and punitive damages, rescission of the Funds' investment advisory agreements, an accounting of all fees paid, and an award of attorneys' fees and litigation expenses. OppenheimerFunds believes that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them, the Funds, the Directors/Trustees or the Officers and that no estimate can yet be made with any degree of certainty as to the amount or range of any potential loss. However, OppenheimerFunds believes that the allegations contained in the complaints are without merit and intends to defend these lawsuits vigorously. 42 | OPPENHEIMER INTERNATIONAL GROWTH FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER INTERNATIONAL GROWTH FUND: We have audited the accompanying statement of assets and liabilities of Oppenheimer International Growth Fund, including the statement of investments, as of November 30, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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 November 30, 2004, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer International Growth Fund as of November 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. KPMG LLP Denver, Colorado January 11, 2005 43 | OPPENHEIMER INTERNATIONAL GROWTH FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- In early 2005, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2004. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. Dividends of $0.2008, $0.0941, $0.1067 and $0.1715 per share were paid to Class A, Class B, Class C and Class N shareholders, respectively, on December 18, 2003, all of which as ordinary income for federal income tax purposes. Dividends, if any, paid by the Fund during the fiscal year ended November 30, 2004 which are not designated as capital gain distributions should be multiplied by 1.38% to arrive at the amount eligible for the corporate dividend-received deduction. A portion, if any, of the dividends paid by the Fund during the fiscal year ended November 30, 2004 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $13,027,354 of the Fund's fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2005, shareholders of record will receive information regarding the percentage of distributions that are eligible for lower individual income tax rates. The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis for an aggregate amount of $1,651,320 of foreign income taxes paid by the Fund during the fiscal year ended November 30, 2004. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. 44 | OPPENHEIMER INTERNATIONAL GROWTH FUND PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file new 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 Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund's Form N-Q filings are available on the SEC's website at www.sec.gov. Those forms may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 45 | OPPENHEIMER INTERNATIONAL GROWTH FUND TRUSTEES AND OFFICERS Unaudited - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------- NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD FUND, LENGTH OF SERVICE, AGE BY TRUSTEE; NUMBER OF PORTFOLIOS IN FUND COMPLEX CURRENTLY OVERSEEN BY TRUSTEE INDEPENDENT THE ADDRESS OF EACH TRUSTEE IN THE CHART BELOW IS 6803 S. TUCSON WAY, CENTENNIAL, TRUSTEES CO 80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM, UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL. CLAYTON K. YEUTTER, Of Counsel (since June 1993) Hogan & Hartson (a law firm); a director (since Chairman of the Board 2002) of Danielson Holding Corp. Formerly a director of Weyerhaeuser Corp. of Trustees (since 2003); (1999-April 2004), Caterpillar, Inc. (1993-December 2002), ConAgra Foods Trustee (since 1996) (1993-2001), Texas Instruments (1993-2001) and FMC Corporation (1993-2001). Age: 74 Oversees 25 portfolios in the OppenheimerFunds complex. ROBERT G. GALLI, A trustee or director of other Oppenheimer funds. Oversees 35 portfolios in the Trustee (since 1996) OppenheimerFunds complex. Age: 71 PHILLIP A. GRIFFITHS, A director (since 1991) of the Institute for Advanced Study, Princeton, N.J., Trustee (since 1999) a director (since 2001) of GSI Lumonics, a trustee (since 1983) of Woodward Age: 66 Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 25 portfolios in the OppenheimerFunds complex. MARY F. MILLER, Formerly a Senior Vice President and General Auditor, American Express Trustee (since 2004) Company (July 1998-February 2003). Member of Trustees of the American Age: 62 Symphony Orchestra (October 1998 to present). Oversees 25 portfolios in the OppenheimerFunds complex. JOEL W. MOTLEY, Director (since January 2002) Columbia Equity Financial Corp. (privately-held Trustee (since 2002) financial adviser); Managing Director (since January 2002) Carmona Motley, Inc. Age: 52 (privately-held financial adviser). Formerly a Managing Director of Carmona Motley Hoffman Inc. (privately-held financial adviser) (January 1998-December 2001). Oversees 25 portfolios in the OppenheimerFunds complex. KENNETH A. RANDALL, A director (since February 1972) of Dominion Resources, Inc. (electric utility Trustee (since 1996) holding company); formerly a director of Prime Retail, Inc. (real estate Age: 77 investment trust) and Dominion Energy, Inc. (electric power and oil & gas producer), President and Chief Executive Officer of The Conference Board, Inc. (international economic and business research) and a director of Lumbermens Mutual Casualty Company, American Motorists Insurance Company and American Manufacturers Mutual Insurance Company. Oversees 25 portfolios in the OppenheimerFunds complex. EDWARD V. REGAN, President, Baruch College, CUNY; a director of RBAsset (real estate manager); a Trustee (since 1996) director of OffitBank; formerly Trustee, Financial Accounting Foundation (FASB Age: 74 and GASB), Senior Fellow of Jerome Levy Economics Institute, Bard College, Chairman of Municipal Assistance Corporation for the City of New York, New York State Comptroller and Trustee of New York State and Local Retirement Fund. Oversees 25 investment companies in the OppenheimerFunds complex.
46 | OPPENHEIMER INTERNATIONAL GROWTH FUND RUSSELL S. REYNOLDS, JR., Chairman (since 1993) of The Directorship Search Group, Inc. (corporate Trustee (since 1996) governance consulting and executive recruiting); a Life Trustee of International Age: 73 House (non-profit educational organization); a former trustee of The Historical Society of the Town of Greenwich. Oversees 25 portfolios in the OppenheimerFunds complex. - -------------------------------------------------------------------------------------------------------------------- OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MESSRS. EVANS, MURPHY AND ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, 11TH FLOOR, NEW YORK, NY 10281-1008, AND FOR MR. WIXTED AND MR. VANDEHEY, 6803 S. TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH OFFICER SERVES FOR AN INDEFINITE TERM OR UNTIL HIS EARLIER RESIGNATION, DEATH OR REMOVAL. JOHN V. MURPHY, Chairman, Chief Executive Officer and director (since June 2001) and President President (since 2001) (since September 2000) of the Manager; President and a director or trustee Age: 55 of other Oppenheimer funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of Babson Capital Management LLC); a member of the Investment Company Institute's Board of Governors (elected to serve from October 3, 2003 through September 30, 2006). Formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 63 portfolios as Trustee/Director and 21 additional portfolios as Officer in the OppenheimerFunds complex. GEORGE EVANS, Vice President (since October 1993) and Director of International Equities Vice President and Portfolio (since July 2004) of the Manager. Formerly Vice President of HarbourView Asset Manager (since 1996) Management Corporation (July 1994-November 2001); an officer of 2 portfolios Age: 45 in the OppenheimerFunds complex.
47 | OPPENHEIMER INTERNATIONAL GROWTH FUND TRUSTEES AND OFFICERS Unaudited / Continued - -------------------------------------------------------------------------------- BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since 1999) Treasurer of HarbourView Asset Management Corporation, Shareholder Financial Age: 45 Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management, Inc. (since November 2000), and of OppenheimerFunds Legacy Program (a Colorado non-profit corporation) (since June 2003); Treasurer and Chief Financial Officer (since May 2000) of OFI Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. Formerly Assistant Treasurer of Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003); Principal and Chief Operating Officer (March 1995-March 1999) at Bankers Trust Company-Mutual Fund Services Division. An officer of 84 portfolios in the OppenheimerFunds complex. ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since Secretary (since 2001) February 2002) of the Manager; General Counsel and a director (since November Age: 56 2001) of the Distributor; General Counsel (since November 2001) of Centennial Asset Management Corporation; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Secretary and General Counsel (since November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a director (since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and a director (since November 2001) of Oppenheimer Partnership Holdings, Inc.; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments, Inc. and OFI Trust Company; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Senior Vice President and General Counsel (since November 2001) of OFI Institutional Asset Management, Inc.; a director (since June 2003) of OppenheimerFunds (Asia) Limited. Formerly Senior Vice President (May 1985-December 2003), Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985- November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); and OppenheimerFunds International Ltd. (October 1997-November 2001). An officer of 84 portfolios in the OppenheimerFunds complex. MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer (since March 2004) of the Vice President and Chief Manager; Vice President (since June 1983) of OppenheimerFunds Distributor, Compliance Officer Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since 2004) Formerly (until February 2004) Vice President and Director of Internal Audit of Age: 54 the Manager. An officer of 84 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S TRUSTEES AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST, BY CALLING 1.800.525.7048. 48 | OPPENHEIMER INTERNATIONAL GROWTH FUND ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the registrant has determined that Edward V. Regan, the Chairman of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Regan as the Audit Committee's financial expert. Mr. Regan is an "independent" Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES (a) Audit Fees The principal accountant for the audit of the registrant's annual financial statements billed $18,000 in fiscal 2004 and $15,000 in fiscal 2003. (b) Audit-Related Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $39,500 in fiscal 2004 and no such fees in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: internal control reviews. (c) Tax Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees in fiscal 2004 and $5,315 in fiscal 2003 to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $6,000 in fiscal 2004 and $5,000 in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities. (d) All Other Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees in fiscal 2004 and $143 in fiscal 2003. The principal accountant for the audit of the registrant's annual financial statements billed no such fees during the last two fiscal years to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees include consultations regarding the registrant's retirement plan with respect to its trustees. (e) (1) During its regularly scheduled periodic meetings, the registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting. Pre-approval of non-audit services is waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit. (2) 100% (f) Not applicable as less than 50%. (g) The principal accountant for the audit of the registrant's annual financial statements billed $45,500 in fiscal 2004 and $10,458 in fiscal 2003 to the registrant and the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934. (h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered. ITEM 5. NOT APPLICABLE ITEM 6. SCHEDULE OF INVESTMENTS Not applicable ITEM 7. NOT APPLICABLE ITEM 8. NOT APPLICABLE ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At a meeting of the Board of Trustees of the registrant held on February 18, 2004, the Board adopted (1) a policy that, should the Board determine that a vacancy exists or is likely to exist on the Board, the Governance Committee of the Board, which is comprised entirely of independent trustees, shall consider any candidates for Board membership recommended by the registrant's security holders and (2) a policy that security holders 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, NY 10281-1008, to the attention of the Chair of the Governance Committee. Prior to February 18, 2004, the Board did not have a formalized policy with respect to consideration of security holder nominees or a procedure by which security holders may make their submissions. In addition to security holder nominees, the Governance Committee may also consider nominees recommended by independent Board members or recommended by any other Board members and is authorized under its Charter, upon Board approval, to retain an executive search firm to assist in screening potential candidates. Upon Board approval, the Governance Committee may also obtain legal, financial, or other external counsel that may be necessary or desirable in the screening process. ITEM 10. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of November 30, 2004, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT)(NOT APPLICABLE TO SEMIANNUAL REPORTS) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.906 2 ra825_12003ex99-906cert.txt RA825_12003EX99-906CERT.TXT EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 JOHN V. MURPHY, Chief Executive Officer, and BRIAN W. WIXTED, Chief Financial Officer, of Oppenheimer International Growth Fund (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended November 30, 2004 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer International Growth Fund Oppenheimer International Growth Fund /s/ John V. Murphy /s/ Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 1/11/05 Date: 1/11/05 1 The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. 2 An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. EX-99.CERT 3 ra825_12003ex99cert.txt RA825_12003EX99CERT.TXT Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, JOHN V. MURPHY, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer International Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 1/11/05 /s/John V. Murphy - ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, BRIAN W. WIXTED, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer International Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 1/11/05 /s/ Brian W. Wixted - ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.CODE ETH 4 ra825_12003ex99code-eth.txt RA825_12003EX99CODE-ETH.TXT EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A.1 1. PURPOSE OF THE CODE This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. PROHIBITIONS The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. REPORTS OF CONFLICTS OF INTERESTS If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. WAIVERS Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. REPORTING REQUIREMENTS (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.2 6. ANNUAL RENEWAL At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. SANCTIONS Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. ADMINISTRATION AND CONSTRUCTION (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. REQUIRED RECORDS The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. AMENDMENTS AND MODIFICATIONS This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. CONFIDENTIALITY. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK - -------------------- Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK - -------------------- Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK - -------------------- Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK - -------------------- Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK - -------------------- Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS EACH OPPENHEIMER OR CENTENNIAL FUND Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer PERSONNEL OF OFI WHO BY VIRTUE OF THEIR JOBS PERFORM CRITICAL FINANCIAL AND ACCOUNTING FUNCTIONS FOR OFI ON BEHALF OF A FUND, INCLUDING: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting -----END PRIVACY-ENHANCED MESSAGE-----