N-CSR 1 d684027dncsr.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: 11/30/2018


Item 1. Reports to Stockholders.


LOGO

Important Notice: The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling 1.800.225.5677.


Important Updates

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it has entered into an agreement whereby Invesco Ltd., a global investment management company, will acquire OppenheimerFunds, Inc.As of the date of this report, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals.This is subject to change. See the Notes to Financial Statements for more information.

Update to Shareholder Report Document Delivery

Beginning January 1, 2021, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. Enrolling in electronic delivery will enable you to receive a direct link to your full shareholder report the moment it becomes available, and limit the amount of mail you receive. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option.

How do you update your delivery preferences?

If you own these shares through a financial intermediary, you may contact your financial intermediary.

If your accounts are held through OppenheimerFunds and you receive statements, confirms, and other documents directly from us, you can enroll in our eDocs DirectSM service at oppenheimerfunds.com or by calling us. Once you’re enrolled, you’ll begin to receive email notifications of updated documents when they become available. If you have any questions, feel free to call us at 1.800.225.5677.


Table of Contents

 

Fund Performance Discussion     4  
Top Holdings and Allocations     7  
Fund Expenses     10  
Statement of Investments     12  
Statement of Assets and Liabilities     17  
Statement of Operations     19  
Statements of Changes in Net Assets     21  
Financial Highlights     22  
Notes to Financial Statements     27  
Report of Independent Registered Public Accounting Firm     42  
Federal Income Tax Information     43  
Board Approval of the Fund’s Investment Advisory and Sub- Advisory Agreements     44  
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments     47  
Trustees and Officers     48  
Privacy Notice     54  

 

 

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 11/30/18

 

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

1-Year

  -14.66%   -19.57%   -8.12%

5-Year

  0.62   -0.57    1.79

10-Year

  9.01   8.36    7.66

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.

 

3        OPPENHEIMER INTERNATIONAL GROWTH FUND


Fund Performance Discussion

The Fund’s Class A shares (without sales charge) generated a total return of -14.66% over the one-year reporting period ended November 30, 2018, underperforming the MSCI AC World ex-U.S. Index (the “Index”), which returned -8.12% during the same period.

 

During the reporting period, our portfolio continued to feel pain in the automobile value chain due to tariff concerns, and in the semiconductor value chain, due to worry over the industry’s potential sensitivity to the rate of the world economy’s growth. We continue to have frequent discussions with the managements of the companies we own in both the automobile and semiconductor value chains. We are also meeting with other companies and analysts to cross-check the information we are getting. Our conversations, and the earnings reports and announcements these companies are

making, give us confidence that our long-term investment theses are intact, and that their current valuations are compelling. We are invested in automobile component companies that we believe are well-placed to benefit from the car’s electronification as it evolves into a computer on wheels. The value of the component market is growing rapidly, and at a pace that far outstrips the effect of a potential slowdown in global car sales. We are invested in the semiconductor value chain to benefit from the demand for more chips for more uses as we continue to integrate technology more deeply into our lives.

 

 

 

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

 

LOGO

 

4        OPPENHEIMER INTERNATIONAL GROWTH FUND


Health Care finally superseded Energy as the best performing sector in the market this year. Our typical overweight position in the Health Care sector was helpful to our portfolio. Also producing outperformance for the Fund versus the Index was stock selection in the Financials sector.

MARKET OVERVIEW

After world equity markets surged in the fourth quarter of 2017 to bring a close to a very strong 2017, markets have been volatile in 2018. The year has been dominated by the focus on U.S. tariff and trade policy that began in late June. There were added fears over a potential slowdown in China, emerging political uncertainty in Eurozone countries, and the dawning realization that interest rates are really, finally going to rise. In this atmosphere, investors focused on very short-term news flow and reacted sharply and –negatively, in markets outside the U.S.

In this negative sentiment-driven environment, our portfolio suffered. As mentioned earlier, automobile component manufacturers and the companies that we own in the semiconductor value chain were particularly under pressure during the reporting period.

FUND REVIEW

Top detractors from performance during the reporting period included ams AG, Valeo SA and Atos SE.

ams AG is an Austrian company that we believe is well-positioned to be one of the winners in the 3D sensor market. Demand for 3D sensors is growing as they are increasingly required for facial recognition, factory process automation, and augmented reality applications. After rising to record highs earlier in the year, the stock has suffered after announcing earnings guidance below the consensus of analysts’ forecasts, and due to general tariff war fears.

Valeo SA is a French auto component supplier that is on the right side of the trend towards more complex auto components. Both demand for Valeo’s products and its pricing power over manufacturers are rising with this trend. In the short term, the tariff talk this reporting period has prompted profittaking in Valeo’s shares, which reached record highs earlier in 2018.

Atos SE, based in France, provides consulting and systems integration services, helping companies to digitize all aspects of their business. Shares of the company have come under pressure this year in response to disappointing earnings,due partly to slower than expected integration of a large acquisition completed early this year. They were also due to slower sales in contracts for equipment and on-site installation, integration and training. There is controversy over whether this business is being eroded by cloud based software services.

Top performing holdings for the Fund this reporting period included NEX Group plc,

 

 

5        OPPENHEIMER INTERNATIONAL GROWTH FUND


Edenred SA, and SES SA.

NEX Group plc, a UK company, is a “broker’s broker.” It is the intermediary between professional participants in many over-the-counter financial markets such as those for foreign exchange, bonds and some derivative instruments. During the year, the Chicago Mercantile Exchange (“CME”) bid for NEX and the share price rose to reflect the significant premium that CME paid. We exited our position.

Edenred SA is a French company that operates in several countries around the world offering prepaid vouchers for products and services. Their clients are companies who use these to compensate employees or to reward loyal customers, and governments who use them to deliver aid. The increasing digitization of the world is driving both Edenred’s top line growth and their operating leverage.

SES SA is a French satellite company that is one of the three leaders in the world’s oligopolistic satellite operator market. The advent of 5G technology is increasing demand for frequency and SES is poised to be a key beneficiary of this trend. The share price has responded favorably to rising sentiment.

 

STRATEGY & OUTLOOK

We believe that we own companies that are advantageously positioned within the value chains of growing areas of the global economy, and that are still attractively valued. We are long-term growth investors. For more than 20 years, we have identified what we believe are long-term structural growth themes within the world economy, looked for companies that can monetize them, bought stock in those companies without overpaying for them, and held them for many years to let the returns on our investment compound over time.

With this approach, we have outperformed the broader market over the years. However, the consistency of this approach has produced periods of underperformance as well, and we are going through one now. While it is frustrating, we are encouraged by the fact that in the past, the performance of the strategy has rebounded quickly after these periods. As long as our companies continue to earn significant returns over their cost of capital, we believe their value can continue to compound and can be reflected in their share prices when sentiment clears and focus returns to earnings.

 

 

LOGO   LOGO   LOGO   

LOGO

 

 

George R. Evans, CFA

Portfolio Manager

  

Robert B. Dunphy, CFA

Portfolio Manager

 

 

  6   OPPENHEIMER INTERNATIONAL GROWTH FUND  


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Infineon Technologies AG

     2.3%  

SAP SE

     2.2     

ICICI Bank Ltd., Sponsored ADR

     2.1     

Bunzl plc

     1.8     

Lonza Group AG

     1.8     

Temenos AG

     1.8     

SES SA, Cl. A, FDR

     1.8     

Novo Nordisk AS, Cl. B

     1.8     

Nokia OYJ

     1.7     

ASML Holding NV

     1.7     

Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2018, and are based on net assets.

TOP TEN GEOGRAPHICAL HOLDINGS

 

France

     12.4%  

Japan

     11.8     

Switzerland

     11.1     

Germany

     10.9     

United Kingdom

     10.5     

United States

     9.4     

Netherlands

     4.8     

Canada

     4.4     

Spain

     4.0     

India

     3.6     

Portfolio holdings and allocation are subject to change. Percentages are as of November 30, 2018, 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, 2018, and are based on the total market value of common stocks.

For more current Fund holdings, please visit oppenheimerfunds.com.

 

  7   OPPENHEIMER INTERNATIONAL GROWTH FUND  


Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 11/30/18

 

   

Inception        

Date        

  1-Year   5-Year   10-Year     

Class A (OIGAX)

  3/25/96           -14.66%   0.62%   9.01%

Class C (OIGCX)

  3/25/96           -15.31      -0.13       8.19   

Class I (OIGIX)

  3/29/12           -14.32      1.05      5.12*  

Class R (OIGNX)

  3/1/01           -14.88      0.37      8.73   

Class Y (OIGYX)

  9/7/05           -14.47      0.86      9.38   

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 11/30/18

   

Inception        

Date        

  1-Year   5-Year   10-Year     

Class A (OIGAX)

  3/25/96           -19.57%   -0.57%   8.36%

Class C (OIGCX)

  3/25/96           -16.15      -0.13       8.19   

Class I (OIGIX)

  3/29/12           -14.32      1.05      5.12*  

Class R (OIGNX)

  3/1/01           -14.88      0.37      8.73   

Class Y (OIGYX)

  9/7/05           -14.47      0.86      9.38   

*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% 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. 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 predict or depict performance of the Fund. The Fund’s performance reflects the effects of the

Fund’s business and operating expenses.

The views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio manager(s) and are not intended as investment advice or to predict or depict the performance

 

  8   OPPENHEIMER INTERNATIONAL GROWTH FUND  


of any investment. These views are as of the close of business on November 30, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

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.

 

  9   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, 2018.

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, 2018” 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.

 

  10   OPPENHEIMER INTERNATIONAL GROWTH FUND  


Actual   

Beginning
Account

Value
June 1, 2018

     Ending
Account
Value
November 30, 2018
    

Expenses
Paid During

6 Months Ended
November 30, 2018

 
Class A      $    1,000.00        $    844.00                    $      5.10           
Class C      1,000.00        840.80                    8.63           
Class I      1,000.00        845.80                    3.20           
Class R      1,000.00        843.10                    6.31           
Class Y      1,000.00        845.10                    3.99     

Hypothetical


(5% return before expenses)

 

 

              
Class A      1,000.00        1,019.55                    5.58           
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, 2018 are as follows:

 

Class    Expense Ratios      

Class A

     1.10%    

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.

 

  11   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF INVESTMENTS November 30, 2018

 

     Shares        Value  

Common Stocks—93.2%

 

        

Consumer Discretionary—22.1%

 

  

Auto Components—3.3%

 

        

Continental AG

     1,537,109      $     230,056,907   

Koito

     

Manufacturing Co.

     

Ltd.

     5,160,900        276,878,659   

Valeo SA

     6,423,273        184,454,266   
                691,389,832   

Automobiles—3.4%

     

Bayerische Motoren

     

Werke AG

     2,535,062        207,253,140   

Hero MotoCorp Ltd.

     6,942,687        304,444,127   

Subaru Corp.

     8,995,400        200,048,758   
                711,746,025   

Hotels, Restaurants & Leisure—3.4%

 

  

Carnival Corp.

     5,469,349        329,747,051   

Domino’s Pizza

     

Group plc1

     42,691,271        140,394,604   

Whitbread plc

     4,043,468        237,070,544   
        707,212,199   

Household Durables—1.2%

 

        

SEB SA2

     1,763,577        253,927,392   

Interactive Media & Services—2.4%

 

  

Baidu, Inc.,

     

Sponsored ADR2

     1,300,930        244,939,100   

Scout24 AG1,3

     6,062,080        252,600,987   
                497,540,087   

Internet & Catalog Retail—1.3%

 

  

Alibaba Group

     

Holding Ltd.,

     

Sponsored ADR2

     1,165,275        187,446,137   

JD.com, Inc., ADR2

     4,319,461        91,702,157   
                279,148,294   

Media—1.8%

     

SES SA, Cl. A, FDR

     16,943,670        367,342,009   

Multiline Retail—0.7%

 

  

Dollarama, Inc.

     5,889,643        155,680,023   

Specialty Retail—1.1%

 

        

Nitori Holdings

     

Co. Ltd.

     1,668,000        223,559,530   

Textiles, Apparel & Luxury Goods—3.5%

 

Cie Financiere

     

Richemont SA

     2,513,603        163,633,268   

Hermes

                 

International

     588,352        319,647,492   
     Shares      Value  

Textiles, Apparel & Luxury Goods (Continued)

 

LVMH Moet

     

Hennessy Louis

     

Vuitton SE

     882,020      $   253,829,229  
                737,109,989  

Consumer Staples—9.7%

 

        

Beverages—2.1%

     

Heineken NV

     2,346,606        214,796,422  

Pernod Ricard SA

     1,446,242        231,335,697  
        446,132,119  

Food & Staples Retailing—2.3%

 

        

Alimentation

     

Couche-Tard, Inc.,

     

Cl. B

     5,463,619        286,740,792  

CP ALL PCL

     89,555,100        186,263,323  
        473,004,115  

Food Products—3.0%

 

        

Barry Callebaut AG

     114,422        193,768,620  

Saputo, Inc.

     6,997,362        217,454,617  

WH Group Ltd.3

     297,266,000        216,915,198  
                628,138,435  

Household Products—1.6%

 

  

Reckitt Benckiser

     

Group plc

     4,074,100        338,956,859  

Tobacco—0.7%

                 

Swedish Match AB

     3,738,048        146,162,902  

Energy—1.0%

                 

Energy Equipment & Services—1.0%

 

  

TechnipFMC plc

     8,873,406        205,964,575  

Financials—4.3%

                 

Commercial Banks—2.1%

 

  

ICICI Bank Ltd.,

     

Sponsored ADR

     43,528,195        442,681,743  

Insurance—2.2%

                 

Legal & General

     

Group plc

     62,935,903        196,515,260  

Prudential plc

     13,024,605        255,904,604  
                452,419,864  

Health Care—13.8%

                 

Biotechnology—3.0%

 

  

CSL Ltd.

     2,241,457        291,881,017  

Grifols SA

     11,856,768        332,623,855  
                624,504,872  

Health Care Equipment & Supplies—5.1%

 

EssilorLuxottica SA

     1,379,788        175,262,761  

Hoya Corp.

     4,424,310        271,588,632  
 

 

  12   OPPENHEIMER INTERNATIONAL GROWTH FUND  


     Shares      Value    

Health Care Equipment & Supplies (Continued)

 

Siemens

     

Healthineers AG2,3

     5,912,721    $ 255,983,950    

Sonova Holding AG

     1,169,251        189,637,397    

William Demant

     

Holding AS2

     5,781,925        168,893,563    
        1,061,366,303    

Life Sciences Tools & Services—1.8%

 

Lonza Group AG2

    

 

1,156,066

 

 

 

    

 

374,876,114

 

 

 

Pharmaceuticals—3.9%

 

Bayer AG

     2,545,486        185,912,873    

Novo Nordisk AS,

     

Cl. B

     7,876,873        367,140,792    

Oxagen Ltd.2,4

     214,287        —    

Roche Holding AG

     991,773        257,344,172    
               

 

810,397,837  

 

 

 

Industrials—17.1%

 

Aerospace & Defense—1.3%

 

Airbus SE

    

 

2,557,703

 

 

 

    

 

275,380,762  

 

 

 

Commercial Services & Supplies—2.8%

 

Edenred

     7,680,126        293,753,080    

Prosegur Cash SA3

     50,042,001        105,893,868    

Prosegur Cia de

     

Seguridad SA1

     33,680,042        175,233,034    
     

 

 

 
       

 

574,879,982  

 

 

 

Construction & Engineering—1.3%

 

Boskalis

     

Westminster1

    

 

9,911,736

 

 

 

    

 

275,592,101  

 

 

 

Electrical Equipment—3.1%

 

Legrand SA

     3,812,760        233,573,031    

Melrose Industries

     

plc

     62,697,429        141,985,689    

Nidec Corp.

     2,070,970        275,849,592    
       

 

651,408,312  

 

 

 

Machinery—5.4%

 

Aalberts Industries

     

NV1

     4,546,597        160,478,468    

Atlas Copco AB,

     

Cl. A

     8,466,607        208,668,263    

Epiroc AB, Cl. A2

     14,958,057        122,757,078    

Kubota Corp.

     16,171,600        276,176,445    

VAT Group AG1,2,3

     2,197,849        229,562,859    

Weir Group plc

     

(The)

     7,002,388        131,642,830    
       

 

1,129,285,943  

 

 

 

Professional Services—0.7%

 

Intertek Group plc

     2,350,970        141,077,363    
     Shares      Value  

Trading Companies & Distributors—2.5%

 

Bunzl plc

     12,380,480    $ 382,012,590    

Ferguson plc

     2,169,969        139,490,230    
       

 

521,502,820  

 

 

 

Information Technology—20.1%

 

Communications Equipment—1.7%

 

Nokia OYJ

    

 

64,829,243

 

 

 

    

 

357,693,505  

 

 

 

Electronic Equipment, Instruments, &

 

Components—3.0%

 

Hitachi Ltd.

     9,829,400        284,711,864    

Keyence Corp.

     624,842        339,076,485    
       

 

623,788,349  

 

 

 

Internet Software & Services—0.9%

 

United Internet AG

     4,359,595       

 

196,264,696  

 

 

 

IT Services—2.7%

 

Amadeus IT Group

     

SA

     3,014,914        216,578,304    

Atos SE

     2,271,780        193,645,363    

EPAM Systems, Inc.2

     1,212,480        157,925,520    
       

 

568,149,187  

 

 

 

Semiconductors & Semiconductor

 

Equipment—6.0%

 

ams AG1

     4,793,798        134,170,664    

ASML Holding NV

     2,081,321        353,897,215    

Infineon

     

Technologies AG

     22,706,696        475,722,363    

STMicroelectronics

     

NV

     19,295,080        284,097,802    
       

 

1,247,888,044  

 

 

 

Software—5.8%

 

Atlassian Corp. plc,

     

Cl. A2

     456,410        39,223,875    

Dassault Systemes

     

SE

     1,319,270        158,977,589    

SAP SE

     4,538,947        466,871,059    

Temenos AG1,2

     2,968,203        370,008,343    

Xero Ltd.2

     5,563,247        163,652,785    
       

 

1,198,733,651  

 

 

 

Materials—3.6%

 

Chemicals—1.9%

 

Novozymes AS, Cl. B

     3,651,230        170,078,904    

Sika AG

     1,897,080        235,030,294    
       

 

405,109,198  

 

 

 

Construction Materials—0.5%

 

James Hardie

     

Industries plc

     8,986,400        105,324,690  
 

 

  13   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF INVESTMENTS Continued   
       
       

 

                  Shares                Value  

Containers & Packaging—1.2%

 

  

CCL Industries, Inc.,

     

Cl. B

     6,007,549      $ 249,182,271      
                   

Telecommunication Services—1.5%

 

        

Diversified Telecommunication Services—1.5%

 

Nippon Telegraph & Telephone Corp.      7,453,500                    307,293,133      
     

 

 

 

Total Common Stocks

(Cost $15,874,421,431)

        19,457,815,125      
                   

Preferred Stock—0.0%

 

  
Zee Entertainment Enterprises Ltd., 6% Cum. Non-Cv. (Cost $315,166)      17,213,928        1,901,819      

 

                                                     Shares

     Value  

Investment Company—6.3%

 

        

Oppenheimer

     

Institutional

     

Government Money

     

Market Fund, Cl.

     

E, 2.17%1,5 (Cost

     

$1,321,488,716)

     1,321,488,716      $ 1,321,488,716      
                   
Total Investments, at Value (Cost $17,196,225,313)      99.5%        20,781,205,660      

Net Other Assets

     

(Liabilities)

     0.5        100,642,103      
  

 

 

 

Net Assets

     100.0%      $   20,881,847,763      
  

 

 

 

 

 

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,
2017
     Gross
Additions
    Gross
Reductions
     Shares
November 30,
2018
 

Common Stock

          

Capital Markets

          

NEX Group plc

     22,991,902        124,732 a        23,116,634         

TP ICAP plc

     30,570,947        766,906 a        31,337,853         

Chemicals

          

Essentra plc

     21,935,344              21,935,344         

Commercial Services &

          

Supplies

          

Prosegur Cia de Seguridad SA

     41,067,105              7,387,063        33,680,042  

Construction & Engineering

          

Boskalis Westminster

     5,094,910        4,816,826              9,911,736  

Dignity plc

     4,756,330              4,756,330         

Spectris plc

     6,166,436              6,166,436         

Foord & Staples Retailing

          

SPAR Group Ltd. (The)

     14,569,545              14,569,545         

Hotels, Restaurants & Leisure

          

Domino’s Pizza Group plc

     49,301,541              6,610,270        42,691,271  

Interactive Media & Services

          

Scout24 AG

     6,643,276              581,196        6,062,080  

Machinery

          

Aalberts Industries NVb

     6,839,820              2,293,223        4,546,597  

VAT Group AG

            2,197,849              2,197,849  

Media

          

Technicolor SA

     33,477,250              33,477,250         

 

 

  14   OPPENHEIMER INTERNATIONAL GROWTH FUND  


Footnotes to Statement of Investments (Continued)   
       
  

 

 
     Shares
November 30,
2017
    Gross
Additions
     Gross
Reductions
    Shares
November 30,
2018
 

 

 

Semiconductors &

         

Semiconductor Equipment

         

ams AG

     1,376,153       3,417,645              4,793,798  

Software

         

Temenos AGb

     4,273,616              1,305,413       2,968,203  

Travis Perkins plc

     14,067,236              14,067,236        

Investment Company

         

Oppenheimer Institutional

         

Government Money Market Fund, Cl. E

     1,101,764,666       4,193,637,341        3,973,913,291       1,321,488,716  
       Value       Income       

Realized

Gain (Loss)

 

 

 

 

 

 

Change in
Unrealized
Gain (Loss)

 

 
 
 

Common Stock

         

Capital Markets

         

NEX Group plc

   $     $ 1,074,619      $ 74,535,017     $ 58,314,658  

TP ICAP plc

           4,813,548        (34,833,265     (61,116,451

Chemicals

         

Essentra plc

           5,229,625        (43,355,678     9,781,326  

Commercial Services & Supplies

         

Prosegur Cia de Seguridad SA

     175,233,034       22,353,784        (1,067,827     (115,453,988

Construction & Engineering

         

Boskalis Westminster

     275,592,101       7,818,885              (77,308,363

Dignity plc

                  (33,486,933     (23,767,393

Spectris plc

           2,965,234        9,545,443       (10,344,750

Foord & Staples Retailing

         

SPAR Group Ltd. (The)

           6,327,650        (32,571,027     16,746,070  

Hotels, Restaurants & Leisure

         

Domino’s Pizza Group plc

     140,394,604       6,150,762        4,059,901       (56,958,667

Interactive Media & Services

         

Scout24 AG

     252,600,987       3,187,675        1,591,142       (3,424,633

Machinery

         

Aalberts Industries NVb

     c        4,640,046        49,569,040       (146,284,880

VAT Group AG

     229,562,859       7,141,545              (98,853,849

Media

         

Technicolor SA

                  (179642,363     99,264,176  

Semiconductors &

         

Semiconductor Equipment

         

ams AG

     134,170,664       1,781,394              (323,946,683

Software

         

Temenos AGb

     c        2,755,468        143,474,716       (113,541,814

Travis Perkins plc

           4,237,526        (70,351,923     15,121,296  

 

 

  15   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments (Continued)

 

      Value      Income      Realized  
Gain (Loss)  
    Change in  
Unrealized  
Gain (Loss)  
 

Investment Company

          

Oppenheimer Institutional

          

Government Money Market Fund, Cl. E

   $     1,321,488,716       $ 12,636,439      $     $  
  

 

 

 

Total

   $     2,529,042,965       $     93,114,200      $ (112,533,757   $ (831,773,945
  

 

 

 

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

b. No longer an affiliate at period end.

c. 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 $1,060,956,862 or 5.08% 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

    $ 2,573,786,661            12.4%      

Japan

     2,455,183,099        11.8       

Switzerland

     2,297,958,868        11.1       

Germany

     2,270,665,974        10.9       

United Kingdom

     2,171,524,917        10.5       

United States

     1,948,651,518        9.4       

Netherlands

     1,004,764,207        4.8       

Canada

     909,057,703        4.4       

Spain

     830,329,061        4.0       

India

     749,027,689        3.6       

Denmark

     706,113,258        3.4       

China

     524,087,394        2.5       

Sweden

     477,588,243        2.3       

Luxembourg

     367,342,009        1.8       

Finland

     357,693,506        1.7       

Australia

     331,104,892        1.6       

Hong Kong

     216,915,198        1.0       

Thailand

     186,263,324        0.9       

New Zealand

     163,652,785        0.8       

Austria

     134,170,664        0.6       

Ireland

     105,324,690        0.5       
  

 

 

 

Total

    $     20,781,205,660            100.0%      
  

 

 

 

See accompanying Notes to Financial Statements.

 

  16   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF ASSETS AND LIABILITIES November 30, 2018

 

 

 

Assets

  

Investments, at value—see accompanying statement of investments:

  

Unaffiliated companies (cost $14,236,540,360)

    $   18,252,162,695    

Affiliated companies (cost $2,959,684,953)

     2,529,042,965    
  

 

 

 
     20,781,205,660    

 

 

Cash

     20,037,971    

 

 

Cash—foreign currencies (proceeds $9,281)

     32    

 

 

Receivables and other assets:

  

Dividends

     83,285,714    

Investments sold

     62,213,704    

Shares of beneficial interest sold

     40,069,001    

Other

     720,100    
  

 

 

 

Total assets

 

    

 

20,987,532,182  

 

 

 

 

 

Liabilities

  

Payables and other liabilities:

  

Shares of beneficial interest redeemed

     91,682,050    

Foreign capital gains tax

     11,468,863    

Trustees’ compensation

     741,778    

Distribution and service plan fees

     599,390    

Shareholder communications

     69,940    

Other

     1,122,398    
  

 

 

 

Total liabilities

 

    

 

105,684,419  

 

 

 

 

 

Net Assets

    $   20,881,847,763    
  

 

 

 

 

 

Composition of Net Assets

  

Paid-in capital

    $   17,405,758,137    

 

 

Total distributable earnings

     3,476,089,626    
  

 

 

 

Net Assets

    $   20,881,847,763    
  

 

 

 

 

  17   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF ASSETS AND LIABILITIES Continued

 

Net Asset Value Per Share

        

Class A Shares:

  

 

Net asset value and redemption price per share (based on net assets of $2,146,246,634 and 57,882,990 shares of beneficial interest outstanding)

   $ 37.08  

 

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

   $ 39.34  
Class C Shares:   

 

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $345,227,832 and 9,871,719 shares of beneficial interest outstanding)

   $ 34.97  
Class I Shares:   

 

Net asset value, redemption price and offering price per share (based on net assets of $8,682,909,732 and 234,786,628 shares of beneficial interest outstanding)

   $ 36.98  
Class R Shares:   

 

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $377,925,866 and 10,406,420 shares of beneficial interest outstanding)

   $ 36.32  
Class Y Shares:   

 

Net asset value, redemption price and offering price per share (based on net assets of $9,329,537,699 and 252,681,095 shares of beneficial interest outstanding)

   $ 36.92  

See accompanying Notes to Financial Statements.

 

  18   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF OPERATIONS For the Year Ended November 30, 2018

 

 

 

Investment Income

  

Interest

    $             20,427       

 

 

Dividends:

  

Unaffiliated companies (net of foreign withholding taxes of $49,880,060)

     404,593,108       

Affiliated companies (net of foreign withholding taxes of $8,104,310)

     93,114,200       
  

 

 

 

Total investment income

     497,727,735       

 

 

Expenses

  

Management fees

     168,688,820       

 

 

Distribution and service plan fees:

  

Class A

     7,093,924       

Class B1

     7,738       

Class C

     4,403,242       

Class R

     2,336,829       

 

 

Transfer and shareholder servicing agent fees:

  

Class A

     5,663,462       

Class B1

     1,576       

Class C

     869,720       

Class I

     3,202,231       

Class R

     923,746       

Class Y

     23,393,656       

 

 

Shareholder communications:

  

Class A

     19,054       

Class B1

     70      

Class C

     3,962       

Class I

     60,913       

Class R

     1,122       

Class Y

     112,489       

 

 

Custodian fees and expenses

     2,773,520       

 

 

Borrowing fees

     853,129       

 

 

Trustees’ compensation

     361,533       

 

 

Other

     916,950       
  

 

 

 

Total expenses

     221,687,686       

Less reduction to custodian expenses

     (19,543)       

Less waivers and reimbursements of expenses

     (918,984)       
  

 

 

 

Net expenses

 

     220,749,159       

 

 

Net Investment Income

     276,978,576       

 

  19   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENT OF OPERATIONS Continued

 

 

 

Realized and Unrealized Gain (Loss)

  

Net realized gain (loss) on:

  

Investment transactions in:

  

Unaffiliated companies(net of foreign capital gains tax of $6,646,200)

    $ 476,078,426     

Affiliated companies

     (112,533,757)     

Foreign currency transactions

     (1,089,816)     
  

 

 

 

Net realized gain

     362,454,853     

 

 

Net change in unrealized appreciation/(depreciation) on:

  

Investment transactions in:

  

Unaffiliated companies

     (3,490,297,535)     

Affiliated companies

     (831,773,945)     

Translation of assets and liabilities denominated in foreign currencies

     (1,936,732)     
  

 

 

 

Net change in unrealized appreciation/(depreciation)

     (4,324,008,212)     
  

 

 

Net Decrease in Net Assets Resulting from Operations

    $   (3,684,574,783)     
  

 

 

 

 

1.

Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

 

  20   OPPENHEIMER INTERNATIONAL GROWTH FUND  


STATEMENTS OF CHANGES IN NET ASSETS

 

    Year Ended
November 30, 2018
    Year Ended
November 30, 20171
 

 

Operations

               

Net investment income

  $ 276,978,576       $ 255,686,768    

Net realized gain (loss)

    362,454,853         (59,445,386)   

Net change in unrealized appreciation/(depreciation)

    (4,324,008,212)        5,999,060,268    
 

 

 

 

Net increase (decrease) in net assets resulting from operations

   

 

(3,684,574,783) 

 

 

 

   

 

6,195,301,650  

 

 

 

 

Dividends and/or Distributions to Shareholders

               

Dividends and distributions declared:

   

Class A

    (19,117,217)        (43,789,345)   

Class B2

    —         —    

Class C

    —         (1,277,824)   

Class I

    (111,069,812)        (102,142,501)   

Class R

    (2,152,886)        (3,455,954)   

Class Y

    (110,353,712)        (133,413,496)   
 

 

 

 

Total dividends and distributions declared

   

 

(242,693,627) 

 

 

 

   

 

(284,079,120) 

 

 

 

 

Beneficial Interest Transactions

               

Net increase (decrease) in net assets resulting from beneficial interest transactions:

   

Class A

    (703,314,792)        (1,875,348,412)   

Class B2

    (3,096,841)        (5,909,021)   

Class C

    (58,174,703)        (94,689,305)   

Class I

    (203,189,913)        2,166,999,692    

Class R

    (37,402,650)        (9,193,664)   

Class Y

    (1,480,027,724)        (269,714,228)   
 

 

 

 

Total beneficial interest transactions

   

 

(2,485,206,623) 

 

 

 

   

 

(87,854,938) 

 

 

 

Net Assets

               

Total increase (decrease)

    (6,412,475,033)        5,823,367,592    

Beginning of period

    27,294,322,796         21,470,955,204    
 

 

 

 

End of period

  $ 20,881,847,763       $ 27,294,322,796    
 

 

 

 

1. Prior period amounts have been conformed to current year presentation. See Notes to Financial Statements, Note 2– New Accounting Pronouncements for further details.

2. Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

 

  21   OPPENHEIMER INTERNATIONAL GROWTH FUND  


FINANCIAL HIGHLIGHTS   
       
  

 

 

Class A   

Year Ended
November

30, 2018

    

Year Ended
November

30, 2017

    

Year Ended
November

30, 2016

    

Year Ended
November

30, 2015

    

Year Ended
November

28, 20141

 

Per Share Operating Data

                                            

Net asset value, beginning of period

     $43.71              $34.34              $37.14              $36.45              $37.45        

Income (loss) from investment operations:

              

Net investment income2

     0.34              0.35              0.38                0.31              0.38          

Net realized and unrealized gain (loss)

     (6.71)              9.38              (2.87)              0.68              (1.11)        
  

 

 

 

Total from investment operations

     (6.37)              9.73              (2.49)              0.99              (0.73)        

Dividends and/or distributions to shareholders:

              

Dividends from net investment income

     (0.26)              (0.36)              (0.31)              (0.30)              (0.27)        

Net asset value, end of period

     $37.08             $43.71             $34.34             $37.14              $36.45       
  

 

 

 

 

 

Total Return, at Net Asset Value3

     (14.66)%            28.61%            (6.73)%            2.76%            (1.95)%      
              

 

Ratios/Supplemental Data

                                            

Net assets, end of period (in thousands)

     $2,146,246          $3,249,744          $4,253,937          $5,394,512          $4,726,302    

Average net assets (in thousands)

     $2,865,404          $3,550,263          $5,062,192          $4,848,329          $4,897,214    

Ratios to average net assets:4

              

Net investment income

     0.79%              0.89%              1.08%              0.85%              1.02%        

Expenses excluding specific expenses listed below

     1.11%              1.13%              1.14%              1.14%              1.14%        

Interest and fees from borrowings

     0.00%5            0.00%5            0.00%5            0.00%5            0.00%        
  

 

 

 

Total expenses6

     1.11%              1.13%              1.14%              1.14%              1.14%        

Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses

     1.11%7            1.11%              1.14%7            1.14%7            1.14%7      

Portfolio turnover rate

     18%              22%              9%              10%              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, 2018

     1.11  

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  

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

  22   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       
  

 

Class C   

Year Ended
November

30, 2018

    

Year Ended

November

30, 2017

    

Year Ended
November

30, 2016

    

Year Ended
November

30, 2015

    

Year Ended
November

28, 20141

 

Per Share Operating Data

                                            

Net asset value, beginning of period

     $41.29              $32.44              $35.10              $34.49              $35.54        

Income (loss) from investment operations:

              

Net investment income2

     0.02                0.03                0.10                0.05                0.09          

Net realized and unrealized gain (loss)

     (6.34)               8.91                (2.70)               0.63                (1.04)         
  

 

 

 

Total from investment operations

     (6.32)               8.94                (2.60)               0.68                (0.95)         

Dividends and/or distributions to shareholders:

Dividends from net investment income

     0.00                (0.09)               (0.06)               (0.07)               (0.10)         

Net asset value, end of period

     $34.97              $41.29              $32.44              $35.10              $34.49        
  

 

 

 

 

 

Total Return, at Net Asset Value3

     (15.31)%            27.64%            (7.42)%            1.99%            (2.68)%      
              

Ratios/Supplemental Data

                                            

Net assets, end of period (in thousands)

     $345,228            $468,753            $453,990            $543,536            $498,041      

Average net assets (in thousands)

     $440,539            $455,969            $519,037            $525,184            $471,895      

Ratios to average net assets:4

              

Net investment income

     0.04%              0.09%              0.30%              0.14%              0.25%        

Expenses excluding specific expenses listed below

     1.86%              1.88%              1.89%              1.89%              1.89%        

Interest and fees from borrowings

     0.00%5            0.00%5            0.00%5            0.00%5            0.00%        
  

 

 

 

Total expenses6

     1.86%              1.88%              1.89%              1.89%              1.89%        

Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses

     1.86%7            1.86%              1.89%7            1.89%7            1.89%7      

Portfolio turnover rate

     18%              22%              9%              10%              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, 2018

     1.86  

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  

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, 2018

   

Year Ended
November

30, 2017

    Year Ended
November
30, 2016
    Year Ended
November
30, 2015
   

Year Ended
November

28, 20141

 

Per Share Operating Data

                                        

Net asset value, beginning of period

      $43.62           $34.31          $37.09          $36.43          $37.41      

Income (loss) from investment operations:

          

Net investment income2

     0.51           0.45          0.49          0.48          0.55      

Net realized and unrealized gain (loss)

     (6.69)         9.40           (2.81)         0.65          (1.11)      
  

 

 

 

Total from investment operations

     (6.18)          9.85         (2.32)          1.13          (0.56)      

Dividends and/or distributions to shareholders:

          

Dividends from net investment income

     (0.46)          (0.54)          (0.46)          (0.47)          (0.42)      

Net asset value, end of period

     $36.98           $43.62          $34.31          $37.09          $36.43      
  

 

 

 

 

 

Total Return, at Net Asset Value3

     (14.32 )%      29.14     (6.31 )%      3.19     (1.51)%    

 

 

Ratios/Supplemental Data

          

Net assets, end of period (in thousands)

      $8,682,910       $10,542,873       $6,435,502       $4,381,328       $3,763,546    

Average net assets (in thousands)

      $10,670,434       $8,241,107       $5,488,355       $4,091,145       $3,030,734    

Ratios to average net assets:4

          

Net investment income

     1.20%       1.15%       1.38%       1.31%       1.47%    

Expenses excluding specific expenses listed below

     0.69%       0.69%       0.70%       0.70%       0.70%    

Interest and fees from borrowings

     0.00%5       0.00%5       0.00%5       0.00%5       0.00%    
  

 

 

 

Total expenses6

     0.69%       0.69%       0.70%       0.70%       0.70%    

Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses

     0.69%7       0.69%7       0.70%7       0.70%7       0.70%7    

Portfolio turnover rate

     18%       22%       9%       10%       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, 2018

     0.69  

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  

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

  24   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       
  

 

 

Class R   

Year Ended
November

30, 2018

    

Year Ended
November

30, 2017

    

Year Ended
November

30, 2016

    

Year Ended
November

30, 2015

    

Year Ended
November

28, 20141

 

Per Share Operating Data

                                            

Net asset value, beginning of period

      $42.86            $33.70           $36.44           $35.80           $36.81       

Income (loss) from investment operations:

              

Net investment income2

     0.23            0.21           0.27           0.23           0.28       

Net realized and unrealized gain (loss)

     (6.58)           9.25           (2.79)          0.65           (1.09)      
  

 

 

 

Total from investment operations

     (6.35)           9.46           (2.52)          0.88           (0.81)      

Dividends and/or distributions to shareholders:

              

Dividends from net investment income

     (0.19)           (0.30)          (0.22)          (0.24)          (0.20)      

Net asset value, end of period

      $36.32            $42.86           $33.70           $36.44           $35.80       
  

 

 

 

 

 

Total Return, at Net Asset Value3

     (14.88)%        28.31%        (6.96)%        2.50%        (2.19)%    

 

 

Ratios/Supplemental Data

              

Net assets, end of period (in thousands)

      $377,926        $486,089        $390,589        $400,622        $369,630    

Average net assets (in thousands)

      $468,066        $443,397        $399,345        $390,160        $341,419    

Ratios to average net assets:4

              

Net investment income

     0.54%            0.55%            0.78%            0.64%            0.74%      

Expenses excluding specific expenses listed below

     1.36%            1.38%            1.38%            1.39%            1.39%      

Interest and fees from borrowings

     0.00%5          0.00%5          0.00%5          0.00%5          0.00%      
  

 

 

 

Total expenses6

     1.36%            1.38%            1.38%            1.39%            1.39%      

Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses

     1.36%7          1.36%            1.38%7          1.39%7          1.39%7    

Portfolio turnover rate

     18%            22%            9%            10%            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, 2018

     1.36  

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  

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, 2018
    

Year Ended

November

30, 2017

    

Year Ended

November

30, 2016

    

Year Ended

November

30, 2015

    

Year Ended

November
28, 20141

 

 

 

Per Share Operating Data

             

Net asset value, beginning of period

     $43.55            $34.23           $37.01           $36.36           $37.35       

 

 

Income (loss) from investment operations:

             

Net investment income2

    0.44            0.41           0.47           0.42           0.46       

Net realized and unrealized gain (loss)

    (6.69)            9.37           (2.85)          0.64           (1.10)      
 

 

 

 

Total from investment operations

    (6.25)            9.78           (2.38)          1.06           (0.64)      

 

 

Dividends and/or distributions to shareholders:

             

Dividends from net investment income

    (0.38)            (0.46)          (0.40)          (0.41)          (0.35)      

 

 

Net asset value, end of period

     $36.92           $43.55          $34.23          $37.01          $36.36     
 

 

 

 

 

 

Total Return, at Net Asset Value3

    (14.47)%          28.96%          (6.49)%          2.99%          (1.71)%     

 

 

Ratios/Supplemental Data

             

Net assets, end of period (in thousands)

     $9,329,538        $12,543,811        $9,929,295        $10,782,234        $8,774,567    

 

 

Average net assets (in thousands)

     $11,850,274        $12,176,817        $10,731,785        $10,135,130        $8,185,239    

 

 

Ratios to average net assets:4

             

Net investment income

    1.04%        1.04%        1.33%        1.13%        1.23%  

Expenses excluding specific expenses listed below

    0.86%        0.88%        0.89%        0.89%        0.89%  

Interest and fees from borrowings

    0.00%5        0.00%5        0.00%5        0.00%5        0.00%  
 

 

 

 

Total expenses6

    0.86%        0.88%        0.89%        0.89%        0.89%  

Expenses after payments, waivers and/or

             

reimbursements and reduction to custodian

             

expenses

    0.86%7        0.86%        0.89%7        0.89%7        0.89%7    

 

 

Portfolio turnover rate

    18%        22%        9%        10%        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, 2018

     0.86  

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  

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

 

  26   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS November 30, 2018   
       

 

 

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 were permitted. Reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds were permitted through May 31, 2018. Effective June 1, 2018 (the “Conversion Date”), all Class B shares converted to Class A shares. 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 contingent deferred sales charge (“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, C and R shares have, and Class B shares had, separate distribution and/or service plans under which they pay, and Class B shares paid, fees. Class I and Class Y shares do not pay such fees. Previously issued Class B shares automatically converted 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.

 

  27   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS Continued   
       

 

 

2. Significant Accounting Policies (Continued)

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 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 and unrealized 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, if any, is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal

 

  28   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       

 

 

2. Significant Accounting Policies (Continued)

Funds Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

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, 2018, 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
     Net Unrealized
Appreciation
Based on cost of
Securities and
Other Investments
for Federal Income
Tax Purposes
 

$258,539,159

     $—        $314,904,484        $3,533,140,791  

1. At period end, the Fund had $314,904,484 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions.

2. During the reporting period, the Fund utilized $350,775,131 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

Net investment income (loss) and net realized gain (loss) may differ for financial statement

 

  29   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS Continued   

 

 

2. Significant Accounting Policies (Continued)

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
Loss4
 

$19,476,091

    $19,476,091  

4. $9,952,569 was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the reporting periods:

     Year Ended
November 30, 2018
    Year Ended
November 30, 2017
 

Distributions paid from:

   

Ordinary income

  $ 242,693,627     $ 284,079,120  

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

   $  17,235,796,124    

Federal tax cost of other investments

     (9,281)   
  

 

 

 

Total federal tax cost

   $  17,235,786,843    
  

 

 

 

Gross unrealized appreciation

   $ 5,973,460,791    

Gross unrealized depreciation

     (2,440,320,000)   
  

 

 

 

Net unrealized appreciation

   $  3,533,140,791    
  

 

 

 

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  


       
       

 

 

2. Significant Accounting Policies (Continued)

New Accounting Pronouncements. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager is evaluating the impacts of these changes on the financial statements.

During August 2018, the Securities and Exchange Commission (the “SEC”) issued Final Rule Release No. 33-10532 (the “Rule”), Disclosure Update and Simplification. The rule amends certain financial statement disclosure requirements to conform to U.S. GAAP. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) remove the requirement to separately state the book basis components of net assets: undistributed (over-distribution of) net investment income (“UNII”), accumulated undistributed net realized gains (losses), and net unrealized appreciation (depreciation) at the balance sheet date. Instead, consistent with U.S. GAAP, funds will be required to disclose total distributable earnings. The amendments to Rule 6-09 of Regulation S-X (statement of changes in net assets) remove the requirement to separately state the sources of distributions paid. Instead, consistent with U.S. GAAP, funds will be required to disclose the total amount of distributions paid, except that any tax return of capital must be separately disclosed. The amendments also remove the requirement to parenthetically state the book basis amount of UNII on the statement of changes in net assets. The requirements of the Rule are effective November 5, 2018, and the Funds’ Statement of Assets and Liabilities and Statement of Changes in Net Assets for the current reporting period have been modified accordingly. In addition, certain amounts within each Fund’s Statement of Changes in Net Assets for the prior fiscal period have been modified to conform to the Rule.

 

 

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” or “NYSE”) 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

 

  31   OPPENHEIMER INTERNATIONAL GROWTH FUND  


NOTES TO FINANCIAL STATEMENTS Continued   
       

 

 

3. Securities Valuation (Continued)

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 when a significant event has occurred that would materially affect the value of the security, are 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, 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

 

  32   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       

 

 

3. Securities Valuation (Continued)

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

  $  1,286,393,127     $ 3,338,262,253     $     $ 4,624,655,380   

Consumer Staples

    504,195,409       1,528,199,021             2,032,394,430   

Energy

          205,964,575             205,964,575   

Financials

    442,681,743       452,419,864             895,101,607   

Health Care

          2,871,145,126             2,871,145,126   

Industrials

    275,849,592       3,293,277,691             3,569,127,283   

Information Technology

    820,937,744       3,371,579,688             4,192,517,432   

Materials

    249,182,271       510,433,888             759,616,159   

Telecommunication Services

    307,293,133                   307,293,133   

Preferred Stock

    1,901,819                   1,901,819   

Investment Company

    1,321,488,716                   1,321,488,716   
 

 

 

 

Total Assets

  $      5,209,923,554     $      15,571,282,106     $     —     $     20,781,205,660   
 

 

 

 

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

 

  33   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS Continued   
       

 

 

3. Securities Valuation (Continued)

recognize transfers in and transfers out as of the beginning of the reporting period.

    

Transfers into

Level 1*

    Transfers out of
Level 2*
 

Assets Table

   

Investments, at Value:

   

Common Stocks

   

Consumer Discretionary

  $  391,494,921     $ (391,494,921)  

Industrials

    464,209,307       (464,209,307)  

Information Technology

    812,057,418       (812,057,418)  

Telecommunication Services

    549,073,358       (549,073,358)  
 

 

 

 

Total Assets

  $      2,216,835,004     $     (2,216,835,004)  
 

 

 

 

* Transferred from Level 2 to Level 1 due to the presence of a readily available unadjusted quoted market price.

 

 

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 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 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

 

  34   OPPENHEIMER INTERNATIONAL GROWTH FUND  


 

4. Investments and Risks (Continued)

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 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.

 

  35   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS Continued   
       

 

 

 

5. Market Risk Factors (Continued)

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:

     Year Ended November 30, 2018      Year Ended November 30, 2017  
      Shares        Amount        Shares        Amount    

Class A

           
Sold1      13,042,124        $ 560,127,026          23,384,713        $ 891,969,392    
Dividends and/or distributions reinvested      368,768          15,982,424          1,102,537          37,916,263    
Redeemed      (29,869,620)        (1,279,424,242)        (74,019,607)        (2,805,234,067)  
  

 

 

 

Net decrease

     (16,458,728)      $ (703,314,792)        (49,532,357)      $ (1,875,348,412)  
  

 

 

 
                                     

Class B

           
Sold      991       $ 42,173          7,036        $ 258,875    
Dividends and/or distributions reinvested      —          —          —          —    

Redeemed1

     (74,086)        (3,139,014)        (167,466)        (6,167,896)  
  

 

 

 

Net decrease

     (73,095)      $ (3,096,841)        (160,430)      $ (5,909,021)  
  

 

 

 

 

  36   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       
       

 

 

 

6. Shares of Beneficial Interest (Continued)

 

     Year Ended November 30, 2018   Year Ended November 30, 2017
              Shares            Amount           Shares           Amount  

Class C

        
Sold      1,363,260      $ 56,199,892        1,734,397      $ 65,069,982     
Dividends and/or distributions reinvested                  33,508       1,096,381     
Redeemed      (2,843,103)       (114,374,595)       (4,410,945)       (160,855,668)    
  

 

 

 

Net decrease

     (1,479,843)     $ (58,174,703)       (2,643,040)     $ (94,689,305)    
  

 

 

 

                                  

Class I

        
Sold      72,450,594     $ 3,098,489,284       112,679,234     $ 4,474,908,956     
Dividends and/or distributions reinvested      2,213,095       95,273,724       2,802,712       95,796,703     
Redeemed      (81,556,482)       (3,396,952,921)       (61,395,521)       (2,403,705,967)    
  

 

 

 

Net increase (decrease)

     (6,892,793)     $ (203,189,913)       54,086,425     $ 2,166,999,692     
  

 

 

 

                                  

Class R

        
Sold      2,704,918     $ 114,658,142       2,931,234     $ 112,559,356     
Dividends and/or distributions reinvested      45,886       1,952,456       92,861       3,138,702     
Redeemed      (3,685,874)       (154,013,248)       (3,272,073)       (124,891,722)    
  

 

 

 

Net decrease

     (935,070)     $ (37,402,650)       (247,978)     $ (9,193,664)    
  

 

 

 

                                  

Class Y

        
Sold      75,558,580     $ 3,241,532,895       150,941,870     $ 5,785,785,346     
Dividends and/or distributions reinvested      2,017,447       86,851,078       2,702,975       92,387,703     
Redeemed      (112,942,542)       (4,808,411,697)       (155,637,371)       (6,147,887,277)    
  

 

 

 

Net decrease

     (35,366,515)     $ (1,480,027,724)        (1,992,526)      $ (269,714,228)    
  

 

 

 

1. All outstanding Class B shares converted to Class A shares on June 1, 2018.

 

 

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

   $ 4,551,673,342      $ 7,339,208,089  

 

 

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:

 

  37   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS Continued   
       

 

 

8. Fees and Other Transactions with Affiliates (Continued)

    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 respect to their benefits under the Plan.

During the reporting period, the Fund’s projected benefit obligations, payments to retired

 

  38   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       
       

 

 

8. Fees and Other Transactions with Affiliates (Continued)

Trustees and accumulated liability were as follows:

 

Projected Benefit Obligations Increased

   $  

Payments Made to Retired Trustees

     12,595

Accumulated Liability as of November 30, 2018

                 108,604

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 C and Class R shares, and had previously adopted a similar plan for Class B 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 C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund paid the Distributor an annual asset-based sales charge of 0.75% on Class B shares prior to their Conversion Date. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets and previously paid this fee

 

  39   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
NOTES TO FINANCIAL STATEMENTS Continued   
       

 

 

8. Fees and Other Transactions with Affiliates (Continued)

for Class B prior to their Conversion Date. The Plans continue in effect from year to year only if the Fund’s Board of Trustees votes annually to 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
Distributor1
     Class C
Contingent
Deferred
Sales Charges
Retained by
Distributor
     Class R
Contingent
Deferred
Sales Charges
Retained by
Distributor
 

November 30, 2018

     $261,812        $13,349        $662        $45,991        $—  

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

Waivers and Reimbursements of Expenses. Effective for the period January 1, 2017 through December 31, 2017, the Transfer Agent voluntarily waived and/or reimbursed 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

     $41,155  

Class B

     34  

Class C

     5,956  

Class R

     6,167  

Class Y

     159,611  

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 $706,061 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 $1.95 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

 

  40   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       
       

 

 

9. Borrowing and Other Financing (Continued)

separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

 

 

10. Pending Acquisition

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of the Sub-Adviser and the Manager, announced that it has entered into an agreement whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser (the “Transaction”). In connection with the Transaction, on January 11, 2019, the Fund’s Board unanimously approved an Agreement and Plan of Reorganization (the “Agreement”), which provides for the transfer of the assets and liabilities of the Fund to a corresponding, newly formed fund (the “Acquiring Fund”) in the Invesco family of funds (the “Reorganization”) in exchange for shares of the corresponding Acquiring Fund of equal value to the value of the shares of the Fund as of the close of business on the closing date. Although the Acquiring Fund will be managed by Invesco Advisers, Inc., the Acquiring Fund will, as of the closing date, have the same investment objective and substantially similar principal investment strategies and risks as the Fund. After the Reorganization, Invesco Advisers, Inc. will be the investment adviser to the Acquiring Fund, and the Fund will be liquidated and dissolved under applicable law and terminate its registration under the Investment Company Act of 1940, as amended. The Reorganization is expected to be a tax-free reorganization for U.S. federal income tax purposes.

The Reorganization is subject to the approval of shareholders of the Fund. Shareholders of record of the Fund on January 14, 2019 will be entitled to vote on the Reorganization and will receive a combined prospectus and proxy statement describing the Reorganization, the shareholder meeting, and a discussion of the factors the Fund’s Board considered in approving the Agreement. The combined prospectus and proxy statement is expected to be distributed to shareholders of record on or about February 28, 2019. The anticipated date of the shareholder meeting is on or about April 12, 2019.

If shareholders approve the Agreement and certain other closing conditions are satisfied or waived, the Reorganization is expected to close during the second quarter of 2019, or as soon as practicable thereafter. This is subject to change.

 

  41   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    

 

 

To the Shareholders and Board of Trustees

Oppenheimer International Growth Fund:

Opinion on the Financial Statements

    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, 2018, 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 related notes (collectively, the “financial statements”) and the financial highlights for each of the years in the five year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2018, 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.

Basis for Opinion

    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 are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of November 30, 2018, by correspondence with the custodian, brokers and the transfer agent, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

KPMG LLP

    We have not been able to determine the specific year that we began serving as the auditor of one or more Oppenheimer Funds investment companies, however we are aware that we have served as the auditor of one or more Oppenheimer Funds investment companies since at least 1969.

Denver, Colorado

January 22, 2019

 

  42   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
FEDERAL INCOME TAX INFORMATION Unaudited   
    

 

 

In early 2019, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2018.

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 $508,028,278 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2019, shareholders of record will receive 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 $7,609,838 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 $62,466,484 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 $324,772,101 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.

 

  43   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 Sub-Adviser’s portfolio managers and 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.

 

  44   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 their 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 five-year and ten-year performance was better than its category median although its one-year and 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 noted that the Adviser, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Adviser with similar investment mandates. 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

 

  45   OPPENHEIMER INTERNATIONAL GROWTH FUND  


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

    

 

of scale in managing and supporting the Fund. The Board noted that the Fund currently 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, 2019. 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.

 

  46   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;
UPDATES TO STATEMENT 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.

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.

 

  47   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. Each of the Trustees in the chart below oversees 46 portfolios in the OppenheimerFunds complex.

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. (registered business development company) (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). 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 Board’s deliberations.

Beth Ann Brown,

Trustee (since 2016)

Year of Birth: 1968

   Director, Board of Directors of Caron Engineering Inc. (since January 2018); Advisor, Board of Advisors of Caron Engineering Inc. (December 2014-December 2017); 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) (2012-2015); and Vice President and Director of Grahamtastic Connection (non-profit) (since May 2013). 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

   Director of THL Credit, Inc. (since November 2016) (alternative credit investment manager); Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (April 2012-September 2016); 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) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Chairman of Monster

 

  48   OPPENHEIMER INTERNATIONAL GROWTH FUND  


       
       
       

 

Edmund P. Giambastiani, Jr.

Continued

   Worldwide, Inc. (career services) (March 2015-November 2016), Director of Monster Worldwide, Inc. (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); Seventh Vice Chairman of the Joint Chiefs of Staff (2005-October 2007); Supreme Allied Commander of NATO Allied Command Transformation (2003-2005) and 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. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, 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 Board’s deliberations.

Elizabeth Krentzman,

Trustee (since 2014)

Year of Birth: 1959

   Trustee 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 Law Center Association, Inc. 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). 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 Board’s 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). 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 Board’s deliberations.

 

  49   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 and Investment Committee 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). 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 Board’s deliberations.

Joanne Pace,

Trustee (since 2012)

Year of Birth: 1958

   Advisory Board Director of Massey Quick Simon & Co. (wealth management), LLC (since October 2014); Board Director of Horizon Blue Cross Blue Shield of New Jersey (healthcare) (since November 2012); Advisory Board Director of The Alberleen Group LLC (investment banking) (since March 2012); Governing Council Member (since 2016) and Chair of Education Committee (since 2017) of Independent Directors Council (IDC) (since 2016); Board Member of 100 Women in Finance (non-profit) (since January 2015); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May 2012); Director of The Komera Project (non-profit) (April 2012-2016); New York Advisory Board Director of Peace First (non-profit) (March 2010-2013); 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 (investment banking): 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). Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, 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.

 

  50   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 (since January 2015) and Treasurer and Chairman of the Audit Committee and Finance Committee (since January 2016) of Board of Trustees of Huntington Disease Foundation of America; 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-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). 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 Board’s 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 and director 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. Mr. Steinmetz is an officer of 104 portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz,

Trustee (since 2015), President and Principal Executive Officer (since 2014)

Year of Birth: 1958

  

Chairman of OppenheimerFunds, Inc. (since January 2015); CEO and Chairman of OFI Global Asset Management, Inc. (since July 2014), President of OFI Global Asset Management, Inc. (since May 2013), a Director of OFI Global Asset Management, Inc. (since January 2013), Director of OppenheimerFunds, Inc. (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (OppenheimerFunds, Inc.’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 (January 2013-December 2013); Executive Vice President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chief Investment Officer of OppenheimerFunds, Inc. (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of OppenheimerFunds, Inc. (April 2009-October 2010); Executive Vice President of OppenheimerFunds, Inc. (October 2009-December 2012); Director of Fixed Income of OppenheimerFunds, Inc. (January 2009-April 2009); and a Senior Vice President of OppenheimerFunds, Inc. (March 1993-September 2009).

 

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).

 

 

  51   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).

Cynthia Lo Bessette,

Secretary and Chief Legal Officer (since 2016)

Year of Birth: 1969

   Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, 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.

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 OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998).

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 OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., 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).

Brian S. Petersen,

Treasurer and Principal Financial & Accounting Officer (since 2016) Year of Birth: 1970

   Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007).

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).

 

  52   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

 

 

 

 

© 2019 OppenheimerFunds, Inc. All rights reserved.

 

  53   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.

 

  54   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).

 

  55   OPPENHEIMER INTERNATIONAL GROWTH FUND  


  

 

LOGO

 

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

© 2019 OppenheimerFunds Distributor, Inc. All rights reserved.

 

RA0825.001.1118 January 22, 2019


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 $46,600 in fiscal 2018 and $45,600 in fiscal 2017.

 

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $3,500 in fiscal 2018 and $11,000 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $297,836 in fiscal 2018 and $386,986 in fiscal 2017 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, incremental and additional audit services

 

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $15,997 in fiscal 2018 and $4,404 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $534,826 in fiscal 2018 and $662,522 in fiscal 2017 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 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017 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 $852,159 in fiscal 2018 and $1,064,912 in fiscal 2017 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 11/30/2018, 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:   1/18/2019  

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:   1/18/2019  

 

By:  

/s/ Brian S. Petersen

          
  Brian S. Petersen  
  Principal Financial Officer  
Date:   1/18/2019