N-CSR 1 d521222dncsr.htm OPPENHEIMER INTERNATIONAL GROWTH FUND Oppenheimer International Growth Fund

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)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

225 Liberty Street, 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:  11/30/2017


Item 1.  Reports to Stockholders.


 

LOGO


Table of Contents

 

 

 

 

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 11/30/17

 

     Class A Shares of the Fund     
     Without Sales Charge    With Sales Charge    MSCI AC World ex-U.S.   
Index

1-Year

   28.61%    21.21%    27.59%

5-Year

   8.52     7.24     7.06 

10-Year

   4.01     3.40     1.47 

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. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

2       OPPENHEIMER INTERNATIONAL GROWTH FUND


Fund Performance Discussion

The Fund’s Class A shares (without sales charge) generated a total return of 28.61% over the one-year reporting period ended November 30, 2017, outperforming the MSCI AC World ex-U.S. Index (the “Index”), which returned 27.59% during the same period.

 

On a sector basis, the Fund outperformed the Index in seven out of eleven sectors, led by stock selection in the Health Care and Industrials sectors. The Fund’s overweight position in Information Technology versus the Index also benefited performance. The Fund underperformed in the Consumer Discretionary, Telecommunication Services and Consumer Staples sectors, primarily due to unfavorable stock selection.

MARKET OVERVIEW

During the reporting period, world equity markets rose strongly. Europe began

outperforming in early 2017 and continued to do so as growth expectations improved. Electoral surprises also continued over the course of the year. The French handed a presidential victory to Emmanuel Macron, a pro-Europe centrist, along with a landslide vote for his new political party in the national legislative elections. In the UK, Prime Minister Theresa May narrowly emerged victorious, albeit under a coalition government, and the Conservative Party failed to enlarge its majority. Taken together, these events improved the outlook for European cooperation and a softer “Brexit.”

 

 

 

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

 

LOGO

 

3       OPPENHEIMER INTERNATIONAL GROWTH FUND


All sectors of the Index performed well during the reporting period, led by Information Technology, Consumer Discretionary and Materials. Telecommunication Services, Health Care and Energy were the weakest performing sectors for the Index, although they produced returns between 19% and 20% this period. Energy and commoditized materials were boosted over the second half by optimism over steady Chinese growth and continued rationalization of low-quality industrial capacity there. This boost in commodity prices did not benefit our portfolio, in keeping with our philosophy of investing in long-term secular trends and largely avoiding cyclical sectors.

FUND REVIEW

Top performing holdings for the Fund this reporting period included Infineon Technologies AG, Temenos Group AG and Keyence Corporation.

Infineon Technologies AG, a German semiconductor company, supplies the automotive industry. We added it to the portfolio in late 2014 as part of our investment theme focused on the evolution of the car. The accelerating pace of that evolution is increasing demand for Infineon’s chips. The company is performing well and the share price appreciated in response.

Temenos Group AG is an enterprise software company focused on the banking industry. Modern regulatory requirements and the replacement of legacy IT systems are

providing a tailwind for the company. In 2017, the company struck several groundbreaking deals with large banks. Results have exceeded consensus and its shares rose 77% over the course of the year.

Keyence Corporation of Japan is one of the world’s leading process automation and robotics companies, which we have owned for many years. The company is experiencing another spurt of earnings growth this year, driven by higher demand for factory automation. The stock price reacted favorably.

Detractors from performance included Aryzta AG, Hudson’s Bay Co. and TechnipFMC plc.

Aryzta AG is a Swiss-based provider of par-baked goods to casual and fast food restaurants. During 2015, Aryzta acquired Picard, a French frozen food retailer, which deviated from its core business. In our opinion, Aryzta’s management has demonstrated that they do not have the retail channel experience necessary to produce the returns that we require from their acquisition. We exited our position during the reporting period.

Hudson’s Bay Co. is a Canadian company that owns several high-end department store chains including Hudson’s Bay in Canada, Saks Fifth Avenue, Lord & Taylor, and Kaufhof in Germany. We bought the company in 2014 on the thesis that its management could leverage the extremely high property value of its store locations to make the investments necessary to increase the returns on those

 

 

4       OPPENHEIMER INTERNATIONAL GROWTH FUND


stores. However, we have come to the conclusion that the probability of Hudson’s Bay being able to accomplish this has fallen significantly. The movement to online shopping in the retail market has accelerated dramatically in the last year, providing much greater headwinds than initially anticipated. We exited the position during the reporting period.

TechnipFMC plc is the result of a merger early this year between French oil service company Technip, which specializes in developing offshore oil and gas fields, and U.S.-based FMC Technologies, a maker of energy equipment. We have owned Technip for many years and are happy to own the combined company. Since merging, the managers have maintained their combined revenues while raising their operating profits through executing well on realizing synergies. After a run of fairly good performance, the shares suffered over the second quarter of 2017 as oil prices dropped back below $50 a barrel.

STRATEGY & OUTLOOK

European markets outperformed the U.S. market during the reporting period. In our opinion, conditions are supportive for this to

continue. Valuations in Europe remain below those in the U.S. Earnings momentum is supportive, as forecasts for many companies have strengthened. Liquidity is strong in Europe with quantitative easing and central bank stimulus continuing, even as the Federal Reserve in the U.S. begins to tighten. Finally, a good deal of the funds that have flowed into Europe have gone to the fixed income market. These funds remain available for deployment into equities as sentiment improves.

As we have often said, we are not top-down regional investors, but bottom up, international growth investors. We look for companies that are on the winning side of long-term structural trends and hold our positions for five to ten years. With our mandate and that approach, most of the companies we find attractive are in the developed markets, and most developed markets are European. Therefore, we tend to have a heavy weighting in European-domiciled companies. Most are global operators, and have performed well over the past nine years, despite the relatively tough times in Europe. An increased flow of funds into European stock markets would be positive for the absolute performance of all companies listed there, including our holdings.

 

 

LOGO    LOGO       LOGO    LOGO
  

George R. Evans, CFA

Portfolio Manager

        

Robert B. Dunphy, CFA

Portfolio Manager

 

5       OPPENHEIMER INTERNATIONAL GROWTH FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Infineon Technologies AG

     2.6%  

SAP SE

     2.1     

Nippon Telegraph & Telephone Corp.

     2.0     

Temenos Group AG

     1.9     

Keyence Corp.

     1.9     

Valeo SA

     1.8     

Continental AG

     1.8     

Nidec Corp.

     1.7     

STMicroelectronics NV

     1.6     
Dollarama, Inc.      1.6     

Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2017, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN GEOGRAPHICAL HOLDINGS

 

France

     15.4%  

United Kingdom

     13.0     

Germany

     12.4     

Japan

     12.0     

Switzerland

     10.7     

United States

     5.6     

Spain

     5.3     

Netherlands

     5.3     

Canada

     4.8     
Denmark      4.4     

Portfolio holdings and allocation are subject to change. Percentages are as of November 30, 2017, and are based on total market value of investments.

 

 

SECTOR ALLOCATION

 

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2017, and are based on the total market value of investments.

 

6       OPPENHEIMER INTERNATIONAL GROWTH FUND


Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 11/30/17

 

   

Inception

Date

  1-Year      5-Year      10-Year       
Class A (OIGAX)   3/25/96   28.61%   8.52%   4.01%    
Class B (IGRWX)   3/25/96   27.66      7.70      3.52       
Class C (OIGCX)   3/25/96   27.64      7.72      3.24       
Class I (OIGIX)   3/29/12   29.14      9.00      8.98*      
Class R (OIGNX)   3/1/01   28.31      8.25      3.74       
Class Y (OIGYX)   9/7/05   28.96      8.80      4.39       

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 11/30/17

 

   

Inception

Date

  1-Year      5-Year      10-Year       
Class A (OIGAX)   3/25/96   21.21%   7.24%   3.40%    
Class B (IGRWX)   3/25/96   22.66      7.40      3.52       
Class C (OIGCX)   3/25/96   26.64      7.72      3.24       
Class I (OIGIX)   3/29/12   29.14      9.00      8.98*      
Class R (OIGNX)   3/1/01   28.31      8.25      3.74       
Class Y (OIGYX)   9/7/05   28.96      8.80      4.39       

*Shows performance since inception.

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. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). 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 shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the MSCI AC World ex-U.S. Index. The MSCI AC World ex-U.S. Index is designed to measure the equity market performance of developed and emerging markets and excludes the U.S. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not

 

7       OPPENHEIMER INTERNATIONAL GROWTH FUND


predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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. or its affiliates.

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.CALL OPP (225.5677). Read prospectuses and summary prospectuses carefully before investing.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

 

8       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 and/or contingent deferred sales charges on redemptions; 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, 2017.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended November 30, 2017” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the 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). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9       OPPENHEIMER INTERNATIONAL GROWTH FUND


Actual   

Beginning

Account

Value

June 1, 2017

  

Ending

Account

Value

November 30, 2017

  

Expenses

Paid During

6 Months Ended

November 30, 2017

Class A    $    1,000.00    $    1,069.80    $        5.77
Class B          1,000.00          1,065.90              9.68
Class C          1,000.00          1,065.50              9.67
Class I          1,000.00          1,072.00              3.59
Class R          1,000.00          1,068.50              7.08
Class Y          1,000.00          1,071.10              4.47

Hypothetical

(5% return before expenses)

                 
Class A          1,000.00          1,019.50              5.63
Class B          1,000.00          1,015.74              9.44
Class C          1,000.00          1,015.74              9.44
Class I          1,000.00          1,021.61              3.50
Class R          1,000.00          1,018.25              6.90
Class Y          1,000.00          1,020.76              4.37

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended November 30, 2017 are as follows:

 

Class    Expense Ratios  
Class A      1.11%  
Class B      1.86      
Class C      1.86      
Class I      0.69      
Class R      1.36      
Class Y      0.86      

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager and Transfer Agent. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

 

10       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

STATEMENT OF INVESTMENTS November 30, 2017

 

     Shares     Value  
Common Stocks—96.0%                
Consumer Discretionary—22.8%  

Auto Components—5.0%

 

Continental AG     1,823,120     $         485,694,573  
Koito Manufacturing Co. Ltd.     5,645,200       391,494,921  

Valeo SA

    6,699,213       486,371,785  
             

 

1,363,561,279

 

 

 

Automobiles—3.4%

   
Bayerische Motoren Werke AG     2,372,346       239,079,499  
Hero MotoCorp Ltd.     7,407,409       420,873,671  

Subaru Corp.

    8,506,700       278,942,132  
             

 

938,895,302

 

 

 

Diversified Consumer Services—0.4%

 

Dignity plc1

 

   

 

4,756,330

 

 

 

   

 

111,381,026

 

 

 

Hotels, Restaurants & Leisure—3.0%

 

 
Carnival Corp.     6,372,419       418,285,583  
Domino’s Pizza Group plc1     49,301,541       217,110,780  

Whitbread plc

    3,557,706       171,823,302  
             

 

807,219,665

 

 

 

Household Durables—1.2%

 

 

SEB SA

 

   

 

1,763,577

 

 

 

   

 

325,088,790

 

 

 

Media—2.0%

   
ProSiebenSat.1 Media SE     7,243,191       230,440,457  
SES SA, Cl. A, FDR     12,390,650       204,639,350  

Technicolor SA1

    33,477,250       122,740,817  
             

 

557,820,624

 

 

 

Multiline Retail—1.6%

 

 

Dollarama, Inc.1

 

   

 

3,474,791

 

 

 

   

 

424,764,011

 

 

 

Specialty Retail—1.7%

 

 
Industria de Diseno Textil SA     6,670,236       236,396,818  

Nitori Holdings Co. Ltd.

    1,335,300       218,520,262  
             

 

454,917,080

 

 

 

Textiles, Apparel & Luxury Goods—4.5%

 

Cie Financiere Richemont SA     3,276,829       282,042,343  
Hermes International     588,352       310,139,933  

LVMH Moet Hennessy Louis Vuitton SE

    1,272,210       370,549,429  
     Shares     Value  
Textiles, Apparel & Luxury Goods (Continued)  

Pandora AS

    2,775,128     $         278,527,772  
             

 

1,241,259,477

 

 

 

Consumer Staples—10.6%

 

       

Beverages—2.4%

   
Heineken NV     3,462,830       352,949,101  

Pernod Ricard SA

    1,918,912       299,420,392  
             

 

652,369,493

 

 

 

Food & Staples Retailing—2.7%

 

 
Alimentation Couche-Tard, Inc., Cl. B     4,949,371       252,388,573  
CP ALL PCL     127,614,000       285,236,151  

SPAR Group Ltd. (The)1

    14,569,545       202,015,271  
             

 

739,639,995

 

 

 

Food Products—3.1%

 

 
Barry Callebaut AG2     179,607       333,904,148  
Saputo, Inc.     8,866,003       300,859,289  

Unilever plc

    3,894,695       219,928,745  
             

 

854,692,182

 

 

 

Household Products—1.6%

 

 

Reckitt Benckiser Group plc

 

   

 

4,781,654

 

 

 

   

 

419,790,180

 

 

 

Tobacco—0.8%

   

Swedish Match AB

 

   

 

5,841,788

 

 

 

   

 

220,982,756

 

 

 

Energy—1.1%                

Energy Equipment & Services—0.5%

 

 

TechnipFMC plc

 

   

 

4,995,186

 

 

 

   

 

142,529,431

 

 

 

Oil, Gas & Consumable Fuels—0.6%

 

 

Koninklijke Vopak NV

 

   

 

3,822,434

 

 

 

   

 

161,879,280

 

 

 

Financials—6.1%                

Capital Markets—2.1%

 

 
NEX Group plc1     22,991,902       184,584,409  
TP ICAP plc1     30,570,947       209,016,869  

UBS Group AG2

    9,441,540       163,195,879  
             

 

556,797,157

 

 

 

Commercial Banks—1.2%

 

 

ICICI Bank Ltd., Sponsored ADR

 

   

 

34,092,395

 

 

 

   

 

325,241,448

 

 

 

Consumer Finance—0.7%

 

 

Prosegur Cash SA2,3

 

   

 

59,996,156

 

 

 

   

 

196,495,064

 

 

 

Insurance—1.1%

   

Prudential plc

    11,521,013       289,857,644  
 

 

11       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

STATEMENT OF INVESTMENTS Continued

 

     Shares     Value  

Real Estate Management & Development—1.0%

 

Scout24 AG1,3

 

   

 

6,643,276

 

 

 

  $

 

279,743,097

 

 

 

Health Care—10.5%                

Biotechnology—2.6%

 

 
CSL Ltd.     2,999,300       326,345,963  

Grifols SA

    13,147,451       383,851,258  
             

 

710,197,221

 

 

 

Health Care Equipment & Supplies—2.8%

 

Essilor International Cie Generale d’Optique SA     2,147,238       276,268,636  
Sonova Holding AG     1,485,032       236,738,375  

William Demant

   

Holding AS2

    8,799,045       242,069,889  
             

 

755,076,900

 

 

 

Life Sciences Tools & Services—1.4%

 

 

Lonza Group AG2

 

   

 

1,476,403

 

 

 

   

 

385,718,665

 

 

 

Pharmaceuticals—3.7%

 

 
Bayer AG     2,744,312       349,849,266  
Novo Nordisk AS, Cl. B     7,724,695       399,634,179  
Oxagen Ltd.2,4     214,287       2,898  

Roche Holding AG

    1,034,381       261,017,516  
             

 

1,010,503,859

 

 

 

Industrials—15.7%                

Aerospace & Defense—1.1%

 

 

Airbus SE

 

   

 

2,854,093

 

 

 

   

 

296,575,066

 

 

 

Commercial Services & Supplies—2.2%

 

Edenred1     9,411,656       269,334,844  

Prosegur Cia de Seguridad SA1

    41,067,105       335,407,471  
             

 

604,742,315

 

 

 

Construction & Engineering—0.7%

 

 

Boskalis Westminster

 

   

 

5,094,910

 

 

 

   

 

188,550,682

 

 

 

Electrical Equipment—2.8%

 

 
Legrand SA     3,976,550       298,138,593  

Nidec Corp.

    3,391,670       464,209,307  
             

 

762,347,900

 

 

 

Machinery—4.1%

   
Aalberts Industries NV1     6,839,820       349,496,779  
Atlas Copco AB, Cl. A     8,052,277       346,158,781  

Kubota Corp.

    16,866,200       319,977,421  
     Shares     Value  
Machinery (Continued)          

Weir Group plc (The)

    4,056,817     $ 107,091,617  
             

 

1,122,724,598

 

 

 

Professional Services—1.0%

 

 

Intertek Group plc

 

   

 

3,933,450

 

 

 

   

 

278,366,588

 

 

 

Trading Companies & Distributors—3.8%

 

Brenntag AG     4,329,255       269,639,010  
Bunzl plc     10,637,854       304,448,915  
Ferguson plc     2,226,281       160,731,990  

Travis Perkins plc1

    14,067,236       306,226,209  
             

 

1,041,046,124

 

 

 

Information Technology—21.5%          

Communications Equipment—1.1%

 

 

Nokia OYJ

 

   

 

62,171,678

 

 

 

   

 

312,243,207

 

 

 

Electronic Equipment, Instruments, & Components—4.6%

 

Hitachi Ltd.     39,883,000       297,510,588  
Hoya Corp.     4,858,010       236,397,772  
Keyence Corp.     882,842       514,546,830  

Spectris plc1

    6,166,436       208,864,625  
             

 

1,257,319,815

 

 

 

Internet Software & Services—2.1%

 

 
Baidu, Inc., Sponsored ADR2     1,356,800       323,705,344  

United Internet AG

    3,654,594       246,296,542  
             

 

570,001,886

 

 

 

IT Services—2.5%

   
Amadeus IT Group SA     3,950,786       285,247,872  

Atos SE

    2,722,080       402,603,540  
             

 

687,851,412

 

 

 

Semiconductors & Semiconductor Equipment—6.1%

 

ams AG2     1,376,153       133,942,949  
ASML Holding NV     2,170,736       381,666,892  
Infineon Technologies AG     25,689,067       709,582,715  

STMicroelectronics NV

    19,611,730       445,272,968  
             

 

1,670,465,524

 

 

 

Software—5.1%

   
Dassault Systemes SE     2,552,250       274,365,148  
SAP SE     5,105,635       575,171,387  

Temenos Group AG1

    4,273,616       527,938,667  
      1,377,475,202  
 

 

12       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

     Shares     Value  
Materials—4.4%                

Chemicals—2.6%

   
Essentra plc1     21,935,344     $ 150,026,025  
Novozymes AS, Cl. B     5,303,711       287,207,181  

Sika AG

    36,157       279,232,350  
             

 

716,465,556

 

 

 

Construction Materials—0.6%

 

 

James Hardie Industries plc

 

   

 

9,372,300

 

 

 

   

 

153,916,685

 

 

 

Containers & Packaging—1.2%

 

 

CCL Industries, Inc., Cl. B

 

   

 

7,112,338

 

 

 

   

 

329,610,269

 

 

 

Telecommunication Services—3.3%          

Diversified Telecommunication Services—3.3%

 

Iliad SA     1,118,471       261,684,027  
Inmarsat plc     11,942,455       77,989,703  

Nippon Telegraph & Telephone Corp.

    10,470,500       549,073,358  
      888,747,088  

Total Common Stocks

   

(Cost $18,270,306,637)

      26,184,871,543  

 

     Shares     Value  
Preferred Stock—0.0%    

Zee Entertainment Enterprises Ltd.,

6% Cum. Non-Cv.

(Cost $843,860)

    17,213,928     $ 2,656,305  
                
Investment Company—4.0%                

Oppenheimer Institutional

Government Money Market

Fund, Cl. E, 1.03%1,5

(Cost $1,101,764,666)

    1,101,764,666       1,101,764,666  
                 

Total Investments, at Value

(Cost $19,372,915,163)

    100.0%       27,289,292,514  

Net Other Assets (Liabilities)

    0.0       5,030,282  

Net Assets

        100.0%     $   27,294,322,796  
               
 

 

Footnotes to Statement of Investments

1. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the reporting period in which the issuer was an affiliate are as follows:

 

      Shares
November 30,
2016
    

Gross

Additions

    Gross
Reductions
    Shares
November 30,
2017
 

Aalberts Industries NV

     8,824,559        118,070       2,102,809       6,839,820  

Aryzta AG

     4,704,493              4,704,493        

Dignity plc

     4,756,330                    4,756,330  

Dollarama, Inc.a

     6,016,011              2,541,220       3,474,791  

Domino’s Pizza Group plc

     49,301,541                    49,301,541  

Edenred a

     10,266,090        1,977,216       2,831,650       9,411,656  

Essentra plc

     21,124,239        811,105 b             21,935,344  

Hudson’s Bay Co.

     13,718,293              13,718,293        

ICAP plc

     38,701,288              38,701,288 b        

NEX Group plc

            22,991,902 c             22,991,902  

Oppenheimer Institutional Government Money Market Fund, Cl. E

     386,128,170        4,930,727,938       4,215,091,442       1,101,764,666  

Prosegur Cia de Seguridad SA

     42,959,827        1,932,312       3,825,034       41,067,105  

Scout24 AG

            6,643,276             6,643,276  

SPAR Group Ltd. (The)

     14,569,545                    14,569,545  

Spectris plc

     4,517,003        1,649,433 b             6,166,436  

Technicolor SA

     33,477,250                    33,477,250  

Temenos Group AG

     4,878,182              604,566       4,273,616  

TP ICAP plc

     12,156,254        18,414,693 b             30,570,947  

 

13       OPPENHEIMER INTERNATIONAL GROWTH FUND


STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments (Continued)

 

     

Shares

November 30,

2016

    Gross
Additions
    Gross
Reductions
    Shares
November 30,
2017
 

Travis Perkins plc

     11,028,355       8,012,171 b       4,973,290       14,067,236  

William Hill plc

     49,007,881       659,092 b       49,666,973        
      Value     Income     Realized
Gain (Loss)
    Change in
Unrealized Gain
(Loss)
 

Aalberts Industries NV

   $ 349,496,779     $ 4,683,974     $ 27,161,717     $ 145,692,839   

Aryzta AG

           1,186,403       (138,417,823     76,923,865   

Dignity plc

     111,381,026       1,529,735             (33,804,317)  

Dollarama, Inc. a

     d       1,153,031       95,755,279       88,793,655   

Domino’s Pizza Group plc

     217,110,780       5,173,962             1,209,477   

Edenred a

     d       6,490,756       (17,618,898     102,847,735   

Essentra plc

     150,026,025       5,598,958             39,629,551   

Hudson’s Bay Co.

           429,518       (139,307,332     88,935,996   

ICAP plc

           3,206,777             (633,346)  

NEX Group plc

     184,584,409       7,760,581             (58,314,658)  

Oppenheimer Institutional Government Money Market
Fund, Cl. E

     1,101,764,666       4,020,276             —   

Prosegur Cia de Seguridad SA

     335,407,471       8,077,323       2,690,654       81,873,660   

Scout24 AG

     279,743,097       313,033             25,557,967   

SPAR Group Ltd. (The)

     202,015,271       6,037,029             6,644,282   

Spectris plc

     208,864,625       3,519,274             39,497,163   

Technicolor SA

     122,740,817       1,902,489             (42,245,195)  

Temenos Group AG

     527,938,667       2,358,389       31,776,348       212,352,279   

TP ICAP plc

     209,016,869       3,910,297             47,378,248   

Travis Perkins plc

     306,226,209       8,036,136       (70,296,792     126,921,950   

William Hill plc

                 (101,772,296     78,960,018   
  

 

 

 
Total    $     4,306,316,711     $     75,387,941       $  (310,029,143   $   1,028,221,169   
  

 

 

 

a. No longer an affiliate at period end.

b. All or portion are the result of a corporate action.

c. All or a portion of the transactions were the result of non-cash dividends.

d. The security is no longer an affiliate. Therefore, the value has been excluded from this table.

2. Non-income producing security.

3. 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 $476,238,161 or 1.74% of the Fund’s net assets at period end.

4. The value of this security was determined using significant unobservable inputs. See Note 3 of the accompanying

Notes.

5. Rate shown is the 7-day yield at period end.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:

 

Geographic Holdings (Unaudited)    Value              Percent  
France    $       4,197,920,348           15.4%   
United Kingdom      3,559,768,058           13.0      
Germany      3,385,496,546           12.4      
Japan      3,270,672,592           12.0      

 

14       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

Geographic Holdings (Unaudited) (Continued)    Value                    Percent
Switzerland    $ 2,915,060,910           10.7  
United States      1,520,050,249           5.6    
Spain      1,437,398,483           5.3    
Netherlands      1,434,542,734           5.3    
Canada      1,307,622,142           4.8    
Denmark      1,207,439,022           4.4    
India      748,771,425           2.7    
Sweden      567,141,537           2.1    
Australia      326,345,963           1.2    
China      323,705,344           1.2    
Finland      312,243,207           1.1    
Thailand      285,236,151           1.0    
South Africa      202,015,271           0.7    
Ireland      153,916,685           0.6    
Austria      133,942,949           0.5    
Hong Kong      2,898                 0.0      
Total    $       27,289,292,514                 100.0%      
                              

See accompanying Notes to Financial Statements.

 

15       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

STATEMENT OF ASSETS AND LIABILITIES November 30, 2017

 

Assets         
Investments, at value—see accompanying statement of investments:   
Unaffiliated companies (cost $15,907,579,586)     $ 22,982,975,803  
Affiliated companies (cost $3,465,335,577)      4,306,316,711  
  

 

 

 

       27,289,292,514  
Cash      20,316,822  
Cash—foreign currencies (cost $2)      2  
Receivables and other assets:   
Dividends      68,455,657  
Shares of beneficial interest sold      29,914,146  
Investments sold      29,070,696  
Other      879,443  
  

 

 

 

Total assets      27,437,929,280  
   
Liabilities   
Payables and other liabilities:   
Investments purchased      82,179,203  
Shares of beneficial interest redeemed      37,874,527  
Foreign capital gains tax      20,794,386  
Distribution and service plan fees      862,667  
Trustees’ compensation      718,269  
Shareholder communications      60,958  
Other      1,116,474  
  

 

 

 

Total liabilities      143,606,484  
   

Net Assets

    $  27,294,322,796  
  

 

 

 

   
Composition of Net Assets   
Paid-in capital     $ 19,871,488,669  
Accumulated net investment income      239,076,652  
Accumulated net realized loss on investments and foreign currency transactions      (712,962,339
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies      7,896,719,814  
  

 

 

 

Net Assets     $  27,294,322,796  
  

 

 

 

 

16       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

 

Net Asset Value Per Share         

Class A Shares:

 

  

Net asset value and redemption price per share (based on net assets of $3,249,743,674 and 74,341,718 shares of beneficial interest outstanding)

 

   $

 

43.71

 

 

 

Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)    $ 46.38  

Class B Shares:

 

  
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $3,053,158 and 73,095 shares of beneficial interest outstanding)    $ 41.77  

Class C Shares:

 

  
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $468,753,640 and 11,351,562 shares of beneficial interest outstanding)    $ 41.29  

Class I Shares:

 

  
Net asset value, redemption price and offering price per share (based on net assets of $10,542,872,842 and 241,679,421 shares of beneficial interest outstanding)    $ 43.62  

Class R Shares:

 

  
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $486,088,653 and 11,341,490 shares of beneficial interest outstanding)    $ 42.86  

Class Y Shares:

 

  
Net asset value, redemption price and offering price per share (based on net assets of $12,543,810,829 and 288,047,610 shares of beneficial interest outstanding)    $ 43.55  

See accompanying Notes to Financial Statements.

 

17       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

STATEMENT OF

OPERATIONS For the Year Ended November 30, 2017

 

Investment Income         
Dividends:   
Unaffiliated companies (net of foreign withholding taxes of $46,555,959)     $       396,396,680  
Affiliated companies (net of foreign withholding taxes of $5,659,195)      75,387,941  
Interest      4,396  
  

 

 

 

Total investment income      471,789,017  
          
Expenses   
Management fees      159,726,869  
Distribution and service plan fees:   
Class A      8,787,483  
Class B      50,622  
Class C      4,552,382  
Class R      2,208,937  
Transfer and shareholder servicing agent fees:   
Class A      7,815,150  
Class B      11,199  
Class C      1,002,823  
Class I      2,466,286  
Class R      974,524  
Class Y      26,768,258  
Shareholder communications:   
Class A      84,058  
Class B      345  
Class C      5,668  
Class I      71,524  
Class R      1,297  
Class Y      92,659  
Custodian fees and expenses      2,489,825  
Borrowing fees      627,471  
Trustees’ compensation      354,418  
Other      869,831  
  

 

 

 

Total expenses      218,961,629  
Less reduction to custodian expenses      (24,862
Less waivers and reimbursements of expenses      (2,834,518
  

 

 

 

Net expenses      216,102,249  
          
Net Investment Income      255,686,768  

 

18       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

 

Realized and Unrealized Gain (Loss)         
Net realized gain (loss) on:   
Investment transactions in:   

Unaffiliated companies (net of foreign capital gains tax of $2,576,503)

    $ 252,828,647  

Affiliated companies

     (310,029,143
Foreign currency transactions      (2,244,890
  

 

 

 

Net realized loss      (59,445,386
Net change in unrealized appreciation/depreciation on:   
Investment transactions in:   

Unaffiliated companies (net of foreign capital gains tax of $6,405,582)

     4,966,497,423  

Affiliated companies

     1,028,221,169  
Translation of assets and liabilities denominated in foreign currencies      4,341,676  
  

 

 

 

Net change in unrealized appreciation/depreciation      5,999,060,268  
          

 

Net Increase in Net Assets Resulting from Operations

    $   6,195,301,650  
  

 

 

 

See accompanying Notes to Financial Statements.

 

19       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
November 30, 2017
  Year Ended
November 30, 2016
Operations                 
Net investment income     $ 255,686,768      $ 277,376,475  
Net realized loss      (59,445,386     (534,628,394
Net change in unrealized appreciation/depreciation      5,999,060,268       (1,178,018,708
  

 

 

 

Net increase (decrease) in net assets resulting from operations      6,195,301,650       (1,435,270,627
                  
Dividends and/or Distributions to Shareholders     
Dividends from net investment income:     
Class A      (43,789,345     (45,935,675
Class B             
Class C      (1,277,824     (896,174
Class I      (102,142,501     (55,681,284
Class R      (3,455,954     (2,367,917
Class Y      (133,413,496     (116,165,208
  

 

 

 

     (284,079,120     (221,046,258
                  
Beneficial Interest Transactions     
Net increase (decrease) in net assets resulting from beneficial interest transactions:     
Class A      (1,875,348,412     (784,189,487
Class B      (5,909,021     (7,360,447
Class C      (94,689,305     (49,991,085
Class I      2,166,999,692       2,398,993,842  
Class R      (9,193,664     21,154,571  
Class Y      (269,714,228     30,643,290  
  

 

 

 

     (87,854,938     1,609,250,684  
                  
Net Assets     
Total increase (decrease)      5,823,367,592       (47,066,201
Beginning of period      21,470,955,204       21,518,021,405  
  

 

 

 

End of period (including accumulated net investment income of $239,076,652 and $265,756,801, respectively)     $   27,294,322,796      $   21,470,955,204  
  

 

 

 

See accompanying Notes to Financial Statements.

 

20       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

FINANCIAL HIGHLIGHTS

 

Class A    Year Ended
November
30, 2017
    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
    Year Ended
November
28, 20141
    Year Ended
November
29, 20131
 
Per Share Operating Data           
Net asset value, beginning of period      $34.34       $37.14       $36.45       $37.45       $30.43  
Income (loss) from investment operations:           
Net investment income2      0.35       0.38       0.31       0.38       0.36  
Net realized and unrealized gain (loss)      9.38       (2.87)       0.68       (1.11)       7.02  
Total from investment operations      9.73       (2.49)       0.99       (0.73)       7.38  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.36)       (0.31)       (0.30)       (0.27)       (0.36)  
Net asset value, end of period      $43.71       $34.34       $37.14       $36.45       $37.45  
                                        
          
Total Return, at Net Asset Value3      28.61%       (6.73)%       2.76%       (1.95)%       24.52%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $3,249,744       $4,253,937       $5,394,512       $4,726,302       $3,903,102  
Average net assets (in thousands)      $3,550,263       $5,062,192       $4,848,329       $4,897,214       $3,048,384  
Ratios to average net assets:4           
Net investment income      0.89%       1.08%       0.85%       1.02%       1.05%  
Expenses excluding specific expenses listed below      1.13%       1.14%       1.14%       1.14%       1.21%  
Interest and fees from borrowings      0.00%5       0.00%5       0.00%5       0.00%       0.00%  
Total expenses6      1.13%       1.14%       1.14%       1.14%       1.21%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.11%       1.14%7       1.14%7       1.14%7       1.20%  
Portfolio turnover rate      22%       9%       10%       12%       12%  

1. Represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended November 30, 2017      1.13%                                                                                                                        
Year Ended November 30, 2016      1.14%     
Year Ended November 30, 2015      1.14%     
Year Ended November 28, 2014      1.14%     
Year Ended November 29, 2013      1.21%     

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

21       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

FINANCIAL HIGHLIGHTS Continued

 

Class B    Year Ended
November
30, 2017
    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
    Year Ended
November
28, 20141
    Year Ended
November
29, 20131
 
Per Share Operating Data           
Net asset value, beginning of period      $32.72       $35.35       $34.66       $35.62       $28.89  
Income (loss) from investment operations:           
Net investment income2      0.13       0.10       0.05       0.08       0.10  
Net realized and unrealized gain (loss)      8.92       (2.73)       0.64       (1.04)       6.69  
Total from investment operations      9.05       (2.63)       0.69       (0.96)       6.79  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      0.00       0.00       0.00       0.00       (0.06)  
Net asset value, end of period      $41.77       $32.72       $35.35       $34.66       $35.62  
                                        
          
Total Return, at Net Asset Value3      27.66%       (7.44)%       1.99%       (2.70)%       23.56%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $3,053       $7,642       $15,789       $23,058       $31,300  
Average net assets (in thousands)      $5,073       $11,285       $18,861       $27,680       $31,491  
Ratios to average net assets:4           
Net investment income      0.35%       0.30%       0.14%       0.22%       0.30%  
Expenses excluding specific expenses listed below      1.89%       1.89%       1.89%       1.90%       2.04%  
Interest and fees from borrowings      0.00%5       0.00%5      
0.00%5
 
 
    0.00%       0.00%  
Total expenses6      1.89%       1.89%       1.89%       1.90%       2.04%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.87%       1.89%7      
1.89%7
 
 
    1.90%7       1.98%  
Portfolio turnover rate      22%       9%       10%       12%       12%  

1. Represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended November 30, 2017      1.89%                                                                                                                        
Year Ended November 30, 2016      1.89%     
Year Ended November 30, 2015      1.89%     
Year Ended November 28, 2014      1.90%     
Year Ended November 29, 2013      2.04%     

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

22       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

 

Class C    Year Ended
November
30, 2017
    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
    Year Ended
November
28, 20141
    Year Ended
November
29, 20131
 
Per Share Operating Data           
Net asset value, beginning of period      $32.44       $35.10       $34.49       $35.54       $28.87  
Income (loss) from investment operations:           
Net investment income2      0.03       0.10       0.05       0.09       0.09  
Net realized and unrealized gain (loss)      8.91       (2.70)       0.63       (1.04)       6.71  
Total from investment operations      8.94       (2.60)       0.68       (0.95)       6.80  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.09)       (0.06)       (0.07)       (0.10)       (0.13)  
Net asset value, end of period      $41.29       $32.44       $35.10       $34.49       $35.54  
                                        
          
Total Return, at Net Asset Value3      27.64%       (7.42)%       1.99%       (2.68)%       23.64%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $468,753       $453,990       $543,536       $498,041       $368,340  
Average net assets (in thousands)      $455,969       $519,037       $525,184       $471,895       $267,686  
Ratios to average net assets:4           
Net investment income      0.09%       0.30%       0.14%       0.25%       0.29%  
Expenses excluding specific expenses listed below      1.88%       1.89%       1.89%       1.89%       1.93%  
Interest and fees from borrowings      0.00%5       0.00%5       0.00%5       0.00%       0.00%  
Total expenses6      1.88%       1.89%       1.89%       1.89%       1.93%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.86%       1.89%7       1.89%7       1.89%7       1.93%7  
Portfolio turnover rate      22%       9%       10%       12%       12%  

1. Represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended November 30, 2017      1.88%                                                                                                                        
Year Ended November 30, 2016      1.89%     
Year Ended November 30, 2015      1.89%     
Year Ended November 28, 2014      1.89%     
Year Ended November 29, 2013      1.93%     

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

23       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

FINANCIAL HIGHLIGHTS Continued

 

Class I    Year Ended
November
30, 2017
    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
    Year Ended
November
28, 20141
    Year Ended
November
29, 20131,2
 
Per Share Operating Data           
Net asset value, beginning of period      $34.31       $37.09       $36.43       $37.41       $30.37  
Income (loss) from investment operations:           
Net investment income2      0.45       0.49       0.48       0.55       0.44  
Net realized and unrealized gain (loss)      9.40       (2.81)       0.65       (1.11)       7.08  
Total from investment operations      9.85       (2.32)       1.13       (0.56)       7.52  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.54)       (0.46)       (0.47)       (0.42)       (0.48)  
Net asset value, end of period      $43.62       $34.31       $37.09       $36.43       $37.41  
                                        
          
Total Return, at Net Asset Value3      29.14%       (6.31)%       3.19%       (1.51)%       25.14%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $10,542,873       $6,435,502       $4,381,328       $3,763,546       $1,870,890  
Average net assets (in thousands)      $8,241,107       $5,488,355       $4,091,145       $3,030,734       $961,530  
Ratios to average net assets:4           
Net investment income      1.15%       1.38%       1.31%       1.47%       1.28%  
Expenses excluding specific expenses listed below      0.69%       0.70%       0.70%       0.70%       0.72%  
Interest and fees from borrowings      0.00%5       0.00%5       0.00%5       0.00%       0.00%  
Total expenses6      0.69%       0.70%       0.70%       0.70%       0.72%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.69%7       0.70%7       0.70%7       0.70%7       0.72%7  
Portfolio turnover rate      22%       9%       10%       12%       12%  

1. Represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended November 30, 2017      0.69%                                                                                                                        
Year Ended November 30, 2016      0.70%     
Year Ended November 30, 2015      0.70%     
Year Ended November 28, 2014      0.70%     
Year Ended November 29, 2013      0.72%     

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

24       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

 

Class R    Year Ended
November
30, 2017
    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
    Year Ended
November
28, 20141
    Year Ended
November
29, 20131
 
Per Share Operating Data           
Net asset value, beginning of period      $33.70       $36.44       $35.80       $36.81       $29.89  
Income (loss) from investment operations:           
Net investment income2      0.21       0.27       0.23       0.28       0.26  
Net realized and unrealized gain (loss)      9.25       (2.79)       0.65       (1.09)       6.92  
Total from investment operations      9.46       (2.52)       0.88       (0.81)       7.18  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.30)       (0.22)       (0.24)       (0.20)       (0.26)  
Net asset value, end of period      $42.86       $33.70       $36.44       $35.80       $36.81  
                                        
          
Total Return, at Net Asset Value3      28.31%       (6.96)%       2.50%       (2.19)%       24.23%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $486,089       $390,589       $400,622       $369,630       $272,619  
Average net assets (in thousands)      $443,397       $399,345       $390,160       $341,419       $213,038  
Ratios to average net assets:4           
Net investment income      0.55%       0.78%       0.64%       0.74%       0.79%  
Expenses excluding specific expenses listed below      1.38%       1.38%       1.39%       1.39%       1.45%  
Interest and fees from borrowings      0.00%5       0.00%5       0.00%5       0.00%       0.00%  
Total expenses6      1.38%       1.38%       1.39%       1.39%       1.45%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      1.36%       1.38%7       1.39%7       1.39%7       1.44%  
Portfolio turnover rate      22%       9%       10%       12%       12%  

1. Represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

 

Year Ended November 30, 2017      1.38%                                                                                                                        
Year Ended November 30, 2016      1.38%     
Year Ended November 30, 2015      1.39%     
Year Ended November 28, 2014      1.39%     
Year Ended November 29, 2013      1.45%     

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

25       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

FINANCIAL HIGHLIGHTS Continued

 

Class Y    Year Ended
November
30, 2017
    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
    Year Ended
November
28, 20141
    Year Ended
November
29, 20131
 
Per Share Operating Data           
Net asset value, beginning of period      $34.23       $37.01       $36.36       $37.35       $30.34  
Income (loss) from investment operations:           
Net investment income2      0.41       0.47       0.42       0.46       0.46  
Net realized and unrealized gain (loss)      9.37       (2.85)       0.64       (1.10)       6.99  
Total from investment operations      9.78       (2.38)       1.06       (0.64)       7.45  
Dividends and/or distributions to shareholders:           
Dividends from net investment income      (0.46)       (0.40)       (0.41)       (0.35)       (0.44)  
Net asset value, end of period      $43.55       $34.23       $37.01       $36.36       $37.35  
                                        
          
Total Return, at Net Asset Value3      28.96%       (6.49)%       2.99%       (1.71)%       24.91%  
          
Ratios/Supplemental Data                                         
Net assets, end of period (in thousands)      $12,543,811       $9,929,295       $10,782,234       $8,774,567       $6,691,921  
Average net assets (in thousands)      $12,176,817       $10,731,785       $10,135,130       $8,185,239       $5,487,802  
Ratios to average net assets:4           
Net investment income      1.04%       1.33%       1.13%       1.23%       1.38%  
Expenses excluding specific expenses listed below      0.88%       0.89%       0.89%       0.89%       0.90%  
Interest and fees from borrowings      0.00%5       0.00%5       0.00%5       0.00%       0.00%  
Total expenses6      0.88%       0.89%       0.89%       0.89%       0.90%  
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses      0.86%       0.89%7       0.89%7       0.89%7       0.90%7  
Portfolio turnover rate      22%       9%       10%       12%       12%  

1. Represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

Year Ended November 30, 2017      0.88%                                                                                                                        
Year Ended November 30, 2016      0.89%     
Year Ended November 30, 2015      0.89%     
Year Ended November 28, 2014      0.89%     
Year Ended November 29, 2013      0.90%     

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

26       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS November 30, 2017

 

    

 

 

1. Organization

Oppenheimer International Growth Fund (the “Fund”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

The Fund offers Class A, Class C, Class I, Class R and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds are allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a CDSC. Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. 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 R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

The following is a summary of significant accounting policies followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

 

 

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes

 

27       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

    

 

 

2. Significant Accounting Policies (Continued)

in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims 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 value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Manager.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the

Fund’s understanding of the applicable tax rules and regulations. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund paid interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. This rate increased to the Federal Funds Rate plus 2.00% effective January 1, 2017. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense

 

28       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

 

2. Significant Accounting Policies (Continued)

and other custodian fees may be paid with these earnings.

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

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended November 30, 2017, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

 

Undistributed

Net Investment

Income

   Undistributed
Long-Term
Gain
     Accumulated
Loss
Carryforward1,2,3,4
     Net Unrealized
Appreciation
Based on cost of
Securities and
Other Investments
for Federal Income
Tax Purposes
 

$241,486,966

     $—        $665,679,615        $7,847,685,834  

1. At period end, the Fund had $665,679,615 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

 

Expiring        

No expiration

   $             665,679,615  

2. During the reporting period, the Fund did not utilize any capital loss carryforward.

3. During the previous reporting period, the Fund did not utilize any capital loss carryforward.

4. During the reporting period, $15,305,038 of unused capital loss carryforward expired.

 

29       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

    

 

 

2. Significant Accounting Policies (Continued)

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 are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. 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 the reporting period. Net assets of the Fund were unaffected by the reclassifications.

 

Increase

to Paid-in Capital

  

Increase

to Accumulated
Net Investment
Income

    

Increase

to Accumulated Net
Realized Loss

on Investments

 

$69,932,818

     $1,712,203        $71,645,021  

The tax character of distributions paid during the reporting periods:

 

      Year Ended
November 30, 2017
     Year Ended
November 30, 2016
 

Ordinary income

   $ 284,079,120      $ 221,046,258  

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 at period end are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

 

Federal tax cost of securities

   $ 19,421,949,143  

Federal tax cost of other investments

     (4,024)  
  

 

 

 

Total federal tax cost

   $ 19,421,945,119  
  

 

 

 

Gross unrealized appreciation

   $ 9,275,139,940  

Gross unrealized depreciation

     (1,427,454,106)  
  

 

 

 

Net unrealized appreciation

   $ 7,847,685,834  
  

 

 

 

Certain foreign countries impose a tax on capital gains which is accrued by the Fund based on unrealized appreciation, if any, on affected securities. The tax is paid when the gain is realized.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

30       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

 

3. Securities Valuation

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at least quarterly or more frequently, if necessary.

Valuation Methods and Inputs

Securities are valued primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Securities for which market quotations are not readily available or a significant event has occurred that would materially affect the value of the security, the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Those standardized fair valuation methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities,

 

31       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

    

 

 

3. Securities Valuation (Continued)

observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager regularly compares prior day prices and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs may be used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities at period end based on valuation input level:

 

      Level 1—
Unadjusted
Quoted Prices
     Level 2—
Other Significant
Observable Inputs
     Level 3—
Significant
Unobservable
Inputs
     Value  

Assets Table

           

Investments, at Value:

           

Common Stocks

           

Consumer Discretionary

   $ 843,049,594      $  5,381,857,660      $      $     6,224,907,254  

Consumer Staples

     553,247,862        2,334,226,744               2,887,474,606  

 

32       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

 

3. Securities Valuation (Continued)

 

      Level 1—
Unadjusted
Quoted Prices
    

Level 2—

Other Significant
Observable Inputs

    

Level 3—

Significant

Unobservable

Inputs

     Value  

Common Stocks (Continued)

           

Energy

    $      $ 304,408,711      $      $ 304,408,711    

Financials

     325,241,448        1,322,892,963               1,648,134,411    

Health Care

            2,861,493,747        2,898        2,861,496,645    

Industrials

            4,294,353,273               4,294,353,273    

Information Technology

     323,705,344        5,551,651,701               5,875,357,045    

Materials

     329,610,269        870,382,241               1,199,992,510    

Telecommunication Services

            888,747,088               888,747,088    

Preferred Stock

     2,656,305                      2,656,305    

Investment Company

     1,101,764,666                      1,101,764,666    
  

 

 

 

Total Assets

    $     3,479,275,488      $ 23,810,014,128      $ 2,898      $   27,289,292,514    
  

 

 

 

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

The table below shows the transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

 

      Transfers out
of Level 1*
     Transfers into  
Level 2*  
 

Assets Table

     

Investments, at Value:

     

Common Stocks

     

Consumer Discretionary

   $ (1,065,522,773)      $ 1,065,522,773      

Financials

     (217,800,442)        217,800,442      

Health Care

     (239,187,045)        239,187,045      

Industrials

     (266,811,494)        266,811,494      

Information Technology

     (486,675,925)        486,675,925      

Materials

     (320,608,381)        320,608,381      

Total Assets

   $     (2,596,606,060)      $     2,596,606,060      

* Transfers from Level 1 to Level 2 are a result of a change from the use of an exchange traded price to a valuation received from a third-party pricing service or a fair valuation determined based on observable market information other than quoted prices from an active market.

 

 

4. Investments and Risks

Risks of Foreign Investing. The Fund may invest in foreign securities which are subject to special risks. Securities traded in foreign markets may be less liquid and more volatile than those traded in U.S. markets. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign company’s operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar

 

33       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

    

 

 

4. Investments and Risks (Continued)

value of investments denominated in that foreign currency and in the value of any income or distributions the Fund may receive on those investments. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the settlement of transactions, changes in economic or monetary policy in the United States or abroad, expropriation or nationalization of a company’s assets, or other political and economic factors. In addition, due to the inter-relationship of global economies and financial markets, changes in political and economic factors in one country or region could adversely affect conditions in another country or region. Investments in foreign securities may also expose the Fund to time-zone arbitrage risk. Foreign securities may trade on weekends or other days when the Fund does not price its shares. At times, the Fund may emphasize investments in a particular country or region and may be subject to greater risks from adverse events that occur in that country or region. Foreign securities and foreign currencies held in foreign banks and securities depositories may be subject to limited or no regulatory oversight.

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated Funds’ expenses, including their management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”), which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or

 

34       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

 

4. Investments and Risks (Continued)

fixed-income markets may have unexpected negative effects on other market segments.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

 

 

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors:

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

Credit Risk. Credit risk relates to the ability of the issuer of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

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

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

 

 

6. 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:

 

35       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

    

 

 

6. Shares of Beneficial Interest (Continued)

     
     Year Ended November 30, 2017      Year Ended November 30, 2016  
      Shares      Amount      Shares      Amount  

Class A

           

Sold

     23,384,713       $ 891,969,392         41,651,147       $ 1,475,379,913     

Dividends and/or distributions reinvested

     1,102,537         37,916,263         1,136,111         40,990,889     

Redeemed

     (74,019,607)        (2,805,234,067)        (64,169,413)        (2,300,560,289)    
  

 

 

 

Net decrease

     (49,532,357)      $ (1,875,348,412)        (21,382,155)      $ (784,189,487)    
  

 

 

 
           

Class B

                                   

Sold

     7,036       $ 258,875         24,403       $ 825,912     

Dividends and/or distributions reinvested

     —          —          —          —     

Redeemed

     (167,466)        (6,167,896)        (237,581)        (8,186,359)    
  

 

 

 

Net decrease

     (160,430)      $ (5,909,021)        (213,178)      $ (7,360,447)    
  

 

 

 
           

Class C

                                   

Sold

     1,734,397       $ 65,069,982         3,090,021       $ 104,667,814     

Dividends and/or distributions reinvested

     33,508         1,096,381         21,793         748,158     

Redeemed

     (4,410,945)        (160,855,668)        (4,602,580)        (155,407,057)    
  

 

 

 

Net decrease

     (2,643,040)      $ (94,689,305)        (1,490,766)      $ (49,991,085)    
  

 

 

 
           

Class I

                                   

Sold

     112,679,234       $ 4,474,908,956         105,222,418       $ 3,662,167,458     

Dividends and/or distributions reinvested

     2,802,712         95,796,703         1,472,589         52,851,242     

Redeemed

     (61,395,521)        (2,403,705,967)        (37,230,803)        (1,316,024,858)    
  

 

 

 

Net increase

     54,086,425       $ 2,166,999,692         69,464,204       $ 2,398,993,842     
  

 

 

 
           

Class R

                                   

Sold

     2,931,234       $ 112,559,356         3,154,912       $ 111,018,849     

Dividends and/or distributions reinvested

     92,861         3,138,702         61,543         2,184,183     

Redeemed

     (3,272,073)        (124,891,722)        (2,620,471)        (92,048,461)    
  

 

 

 

Net increase (decrease)

     (247,978)      $ (9,193,664)        595,984      $ 21,154,571     
  

 

 

 
           

Class Y

                                   

Sold

     150,941,870       $ 5,785,785,346         139,817,810       $ 4,967,427,282     

Dividends and/or distributions reinvested

     2,702,975         92,387,703         2,432,368         87,273,394     

Redeemed

     (155,637,371)        (6,147,887,277)        (143,508,904)        (5,024,057,386)    
  

 

 

 

Net increase (decrease)

     (1,992,526)      $ (269,714,228)        (1,258,726)      $ 30,643,290     
  

 

 

 

 

 

7. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:

 

      Purchases            Sales  

Investment securities

     $5,322,249,683           $6,178,358,581  

 

36       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

 

8. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:

 

Fee Schedule        

Up to $250 million

     0.80%        

Next $250 million

     0.77           

Next $500 million

     0.75           

Next $1 billion

     0.69           

Next $3 billion

     0.67           

Next $5 billion

     0.65           

Next $10 billion

     0.63           

Next $10 billion

     0.61           

Over $30 billion

     0.59           

The Fund’s effective management fee for the reporting period was 0.64% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets, which shall be calculated after any applicable fee waivers. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s Independent Trustees. Benefits are based on years of service and fees paid to each Trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active Independent Trustees as of the Freeze Date have each elected a distribution method with

 

37       OPPENHEIMER INTERNATIONAL GROWTH FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

    

 

 

8. Fees and Other Transactions with Affiliates (Continued)

respect to their benefits under the Plan. During the reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

 

Projected Benefit Obligations Increased

   $  

Payments Made to Retired Trustees

     16,769  

Accumulated Liability as of November 30, 2017

                         121,199  

The Fund’s Board of Trustees (“Board”) has adopted a compensation deferral plan for Independent Trustees that enables Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of Trustees’ fees under the plan will not affect the net assets of the Fund and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class R shares pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans continue in effect from year to year only if the Fund’s Board of Trustees votes annually to

 

38       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

 

8. Fees and Other Transactions with Affiliates (Continued)

approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and CDSC do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

 

Year Ended    Class A
Front-End
Sales Charges
Retained by
Distributor
     Class A
Contingent
Deferred
Sales Charges
Retained by
Distributor
     Class B
Contingent
Deferred
Sales Charges
Retained by
Distributor
     Class C
Contingent
Deferred
Sales Charges
Retained by
Distributor
     Class R
Contingent
Deferred
Sales Charges
Retained by
Distributor
 

November 30, 2017

     $352,282        $1,110        $7,751        $40,160        $—  

Waivers and Reimbursements of Expenses. Effective January 1, 2017, the Transfer Agent has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, B, C, R and Y.

During the reporting period, the Transfer Agent waived fees and/or reimbursed the Fund for transfer agent and shareholder servicing agent fees as follows:

 

Class A

     $478,582  

Class B

     673  

Class C

     62,627  

Class R

     61,399  

Class Y

     1,698,870  

This fee waiver and/or reimbursement may be terminated at any time.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $532,367 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

 

 

9. Borrowing and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.875 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

 

39       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 (the Fund), including the statement of investments, as of November 30, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year 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, 2017, by correspondence with the custodian, transfer agent 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, 2017, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

KPMG LLP

Denver, Colorado

January 12, 2018

 

40       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

FEDERAL INCOME TAX INFORMATION Unaudited

 

 

In early 2017, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2016.

None of the dividends paid by the Fund during the reporting period are eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period 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. The maximum amount allowable but not less than $593,015,473 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2017, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $2,547,167 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $54,440,058 of foreign income taxes were paid by the Fund during the reporting period. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $396,014,603 was derived from sources within foreign countries or possessions of the United States.

The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

 

41       OPPENHEIMER INTERNATIONAL GROWTH FUND


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited

 

 

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to approve the terms of the Agreements and the renewal thereof. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Managers and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ services, (ii) the comparative investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative fee and expense information, (iv) the profitability of the Managers and their affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Managers’ key personnel who provide such services. The Managers’ duties include providing the Fund with the services of the portfolio managers and the Sub-Adviser’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; and securities trading services. OFI Global is responsible for oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions; risk management; and oversight of the Sub-Adviser. OFI Global is also responsible for providing certain administrative services to the Fund. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the U.S. Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by federal and state securities laws for the sale of the Fund’s shares. OFI Global also provides the Fund with office space, facilities and equipment.

 

42       OPPENHEIMER INTERNATIONAL GROWTH FUND


 

 

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Managers’ advisory, administrative, accounting, legal, compliance and risk management services, among other services, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of George Evans and Robert Dunphy, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which the Board members have become knowledgeable about through their experiences with the Managers and in connection with the review or renewal of the Fund’s service agreements or service providers. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Managers and the Fund. Throughout the year, the Managers provided information on the investment performance of the Fund, the Adviser and the Sub-Adviser, including comparative performance information. The Board also reviewed information, prepared by the Managers and by the independent consultant, comparing the Fund’s historical performance to relevant benchmarks or market indices and to the performance of other retail funds in the foreign large growth category. The Board noted that the Fund’s one-year, five-year and ten-year performance was better than its category median although its three-year performance was below its category median.

Fees and Expenses of the Fund. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Adviser. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load foreign large growth funds with comparable asset levels and distribution features. The Board noted that the Fund’s contractual management fee and total expenses were lower than its peer group median and category median.

Economies of Scale and Profits Realized by the Managers. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board also considered that the Managers must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently

 

43       OPPENHEIMER INTERNATIONAL GROWTH FUND


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

 

has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements).

Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Managers within the meaning and intent of the Securities and Exchange Commission Rules.

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreements through September 30, 2018. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.

 

44       OPPENHEIMER INTERNATIONAL GROWTH FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

 

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines 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 Guidelines is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (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 Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.

 

45       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

TRUSTEES AND OFFICERS  Unaudited

 

 

 

Name, Position(s) Held with the

Fund, Length of Service, Year of

Birth

   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES    The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble,

Chairman of the Board of Trustees (since 2007)

Trustee (since 2005)

Year of Birth: 1943

   Governor of Community Foundation of the Florida Keys (non-profit) (since July 2012); Director of TCP Capital, Inc. (since November 2015); Chairman Emeritus of the Board of Trustees (since August 2011), Chairman of the Board of Trustees (August 2007-August 2011), Trustee of the Board of Trustees (since August 1991) of The Jackson Laboratory (non-profit); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (October 2004-February 2017); Treasurer (since 2007) and Trustee (since May 1992) of the Institute for Advanced Study (non-profit educational institute); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (September 2004-June 2015); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 57 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Beth Ann Brown,

Trustee (since 2016)

Year of Birth: 1968

   Advisor, Board of Advisors of Caron Engineering Inc. (since December 2014); Independent Consultant (since September 2012); held the following positions at Columbia Management Investment Advisers LLC: Head of Intermediary Distribution (2008-2012), Managing Director, Strategic Relations (2005-2008), Managing Director, Head of National Accounts (2004-2005); Senior Vice President, National Account Manager (2002-2004), Senior Vice President, Key Account Manager (1999-2002) and Vice President, Key Account Manager (1996-1999) of Liberty Funds Distributor, Inc.; President and Director, of Acton Shapleigh Youth Conservation Corps (non-profit) (since 2012); and Vice President and Director of Grahamtastic Connection (non-profit) (since May 2013). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Brown has served on the Boards of certain Oppenheimer funds since January 2016, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013)

Year of Birth: 1948

   Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation Athletic & Scholarship Program (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Chairman of Monster

 

46       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

    

 

Edmund P. Giambastiani, Jr.

Continued

   Worldwide, Inc. (on-line career services) (March 2015-November 2016), Director of Monster Worldwide, Inc. (on-line career services) (February 2008-June 2011); Lead Director (June 2011-March 2015); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), Supreme Allied Commander of NATO Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. He recently completed serving as a federal commissioner on the Military Compensation and Retirement Modernization Commission. Oversees 57 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman,

Trustee (since 2014)

Year of Birth: 1959

   Member of the University of Florida National Board Foundation (since September 2017); Member of the Cartica Funds Board of Directors (private investment funds) (since January 2017); Member of the University of Florida College of Law Association Board of Trustees and Audit Committee Member (since April 2016); Member of University of Florida Law Advisory Board, Washington, DC Alumni Group (since 2015); Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP (1987 – 1991). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller,

Trustee (since 2004)

Year of Birth: 1942

   Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

 

47       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

TRUSTEES AND OFFICERS Unaudited / Continued

 

 

Joel W. Motley,

Trustee (since 2002)

Year of Birth: 1952

   Director of Office of Finance Federal Home Loan Bank (since September 2016); Director of Greenwall Foundation (since October 2013); Member of Board and Investment Committee of The Greenwall Foundation (since April 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 57 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joanne Pace,

Trustee (since 2012)

Year of Birth: 1958

   Advisory Board Director of Massey Quick and Company, LLC (since October 2014); Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March, 2012); Board Member (since January 2015), Board Member of 100 Women in Hedge Funds (non-profit) (since January 2015); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May, 2012); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003- 2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 57 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

 

48       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

 

Daniel Vandivort,

Trustee (since 2014)

Year of Birth: 1954

   Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee, Board of Trustees of Huntington Disease Foundation of America (since January 2015 and June 2007-December 2013) and Treasurer, Chairman of the Audit and Finance Committee (since January 2016); Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989 to January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 57 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

 

INTERESTED TRUSTEE AND

OFFICER

   Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008.

Arthur P. Steinmetz,

Trustee (since 2015), President and

Principal Executive Officer (since 2014)

Year of Birth: 1958

   Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 109 portfolios in the OppenheimerFunds complex.

 

OTHER OFFICERS OF THE FUND    The addresses of the Officers in the chart below are as follows: for Messrs. Evans, Dunphy, Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

George R. Evans,

Vice President (since 1996)

Year of Birth: 1959

   CIO Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since July 2004). Director of International Equities of the Sub-Adviser (since July 2004); Director of Equities of the Sub-Adviser (October 2010-December 2012); Vice President of HarbourView Asset Management Corporation (July 1994-November 2001) and Vice President of the Sub-Adviser (October 1993-July 2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

 

49       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

TRUSTEES AND OFFICERS Unaudited / Continued

 

 

Robert B. Dunphy,

Vice President (since 2012)

Year of Birth: 1979

   Vice President of the Sub-Adviser (since January 2011); Senior Portfolio Manager (since May 2011); Senior Research Analyst and Assistant Vice President of the Sub-Adviser (May 2009-January 2011), and an Intermediate Research Analyst of the Sub-Adviser (January 2006-May 2009). A portfolio manager of other portfolios in the OppenheimerFunds complex.

Cynthia Lo Bessette,

Secretary and Chief Legal Officer

(since 2016)

Year of Birth: 1969

   Executive Vice President, General Counsel and Secretary of the Manager (since February 2016); Senior Vice President and Deputy General Counsel of the Manager (March 2015-February 2016); Chief Legal Officer of the Sub-Adviser and the Distributor (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., VTL Associates, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC. An officer of 109 portfolios in the OppenheimerFunds complex.

Jennifer Foxson,

Vice President and Chief Business

Officer (since 2014)

Year of Birth: 1969

   Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 109 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto,

Chief Compliance Officer and Chief

Anti-Money Laundering Officer

(since 2014)

Year of Birth: 1973

   Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 109 portfolios in the OppenheimerFunds complex.

Brian S. Petersen,

Treasurer and Principal Financial &

Accounting Officer (since 2016)

Year of Birth: 1970

   Senior Vice President of the Manager (since January 2017); Vice President of the Manager (January 2013-January 2017); Vice President of the Sub-Adviser (February 2007-December 2012); Assistant Vice President of the Sub-Adviser (August 2002- 2007). An officer of 109 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request by calling 1.800.CALL OPP (225.5677).

 

50       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

OPPENHEIMER INTERNATIONAL GROWTH FUND

 

 

Manager    OFI Global Asset Management, Inc.
Sub-Adviser    OppenheimerFunds, Inc.
Distributor    OppenheimerFunds Distributor, Inc.
Transfer and Shareholder    OFI Global Asset Management, Inc.
Servicing Agent   
Sub-Transfer Agent   

Shareholder Services, Inc.

DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm    KPMG LLP
Legal Counsel    Kramer Levin Naftalis & Frankel LLP

 

© 2018 OppenheimerFunds, Inc. All rights reserved.

 

51       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

PRIVACY NOTICE

 

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain non-public personal information about our shareholders from the following sources:

  Applications or other forms.
  When you create a user ID and password for online account access.
  When you enroll in eDocs Direct,SM our electronic document delivery service.
  Your transactions with us, our affiliates or others.
  Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

 

52       OPPENHEIMER INTERNATIONAL GROWTH FUND


    

 

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/ or personal information should only be communicated via email when you are advised that you are using a secure website.

As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

  All transactions conducted via our websites, including redemptions, exchanges and purchases, are secured by the highest encryption standards available. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.
  Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.
  You can exit the secure area by closing your browser or, for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Strengthening your online credentials–your online security profile–typically your user name, password, and security questions and answers, can be one of your most important lines of defense on the Internet. For additional information on how you can help prevent identity theft, visit https://www. oppenheimerfunds.com/security.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated as of November 2017. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

 

53       OPPENHEIMER INTERNATIONAL GROWTH FUND


 

 

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54       OPPENHEIMER INTERNATIONAL GROWTH FUND


 

 

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55       OPPENHEIMER INTERNATIONAL GROWTH FUND


 

 

LOGO

OppenheimerFunds®

The Right Way

to Invest

Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.

 

Visit Us

oppenheimerfunds.com

 

Call Us

800 225 5677

    

 

Follow Us

LOGO

    

 

Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

© 2018 OppenheimerFunds Distributor, Inc. All rights reserved.

 

RA0825.001.1117 January 12, 2018


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 Joanne Pace, the Board’s Audit Committee Chairwoman, is an audit committee financial expert and that Ms. Pace is “independent” for purposes of this Item 3.

Item 4.  Principal Accountant Fees and Services.

 

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $45,600 in fiscal 2017 and $44,100 in fiscal 2016.

 

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $11,000 in fiscal 2017 and $3,754 in fiscal 2016.

The principal accountant for the audit of the registrant’s annual financial statements billed $386,986 in fiscal 2017 and $535,285 in fiscal 2016 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, and additional audit services

 

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $4,404 in fiscal 2017 and $5,550 in fiscal 2016.

The principal accountant for the audit of the registrant’s annual financial statements billed $662,522 in fiscal 2017 and $645,284 in fiscal 2016 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax 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 2017 and no such fees in fiscal 2016.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2017 and no such fees in fiscal 2016 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 the cost to the principal accountant of attending audit committee meetings and 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 Chairwoman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services may be 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 its 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) 0%

 

(f) Not applicable as less than 50%.

 

(g) The principal accountant for the audit of the registrant’s annual financial statements billed $1,064,912 in fiscal 2017 and $1,189,873 in fiscal 2016 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

 

(h)

The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser,


 

and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5.  Audit Committee of Listed Registrants

Not applicable.

Item 6.  Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

b) Not applicable.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

None

Item 11.  Controls and Procedures.


Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 11/30/2017, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13.  Exhibits.

 

(a) (1) Exhibit attached hereto.

(2) Exhibits attached hereto.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer International Growth Fund

 

By:

 

/s/ Arthur P. Steinmetz

 

Arthur P. Steinmetz

 

Principal Executive Officer

Date:

 

1/10/2018

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:

 

/s/ Arthur P. Steinmetz

 

Arthur P. Steinmetz

 

Principal Executive Officer

Date:

 

1/10/2018

 

By:

 

/s/ Brian S. Petersen

 

Brian S. Petersen

 

Principal Financial Officer

Date:

 

1/10/2018