N-CSR

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 811-08299

Oppenheimer International Small Company Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)

Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: August 31

Date of reporting period: 08/31/2009

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Geographical Holdings
Canada	36.9	%
Japan	17.2
Australia	13.8
Norway	7.4
United States	4.6
India	4.5
Cayman Islands	3.4
Brazil	2.8
Hong Kong	2.0
United Kingdom	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2009, and are based on the total market value of investments.

Top Ten Common Stock Holdings
Opera Software ASA	5.9	%
Pacific Rubiales Energy Corp., Legend Shares	3.2
Uranium Participation Corp.	2.6
Viterra, Inc.	2.3
Riversdale Mining Ltd.	2.3
Thompson Creek Metals Co.	2.3
Pacific Rubiales Energy Corp.	2.1
Niko Resources Ltd.	2.0
Sino Gold Mining Ltd.	2.0
Sino-Forest Corp.	1.9

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2009, and are based on net assets. For up-to-date Top 10 Fund holdings, please visit www.oppenheimerfunds.com.

10 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Regional Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of August 31, 2009, and are based on the total market value of investments.

11 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended August 31, 2009, followed by a graphical comparison of the Fund’s performance to an appropriate broad-based market index.

Management Discussion of Fund Performance. Oppenheimer International Small Company Fund’s Class A shares (without sales charge) returned -1.84% during the reporting period, compared to the MSCI All Country World excluding U.S. Small Cap Net Index, which returned -7.41% over the same time span. The Fund’s Class A shares (without sales charge) fared well in Lipper Inc.’s International Small/Mid-Cap Growth category, finishing 7th out of 92 funds ranked, or in the 8th percentile, for the 1-year period, and finished 11th out of 80 funds ranked in the 3-year period, 4th out of 62 funds ranked for the 5-year period and 10th out of 31 funds ranked for the 10-year period.¹

     In terms of contributors to performance, the Fund employed a hedging strategy during the reporting period which produced gains from the sale of S&P Index put options. On a sector basis, the Fund outperformed in the consumer discretionary, information technology and materials sectors, primarily due to better relative stock selection. An underweight position to the industrials sector also benefited Fund performance during the reporting period. The Fund underperformed within the energy, consumer staples, financials, health care and telecommunication services sectors.

     On a country basis, Canada was the top contributor to Fund performance. The United States was also a top performer during the reporting period, mainly as a result of the sale of S&P Index put options. Norway and Brazil delivered positive returns for the Fund during the reporting period as well. On the downside, Australia and Germany were among the detractors from performance, mainly because they are dominated by natural resource companies, which suffered during the reporting period.

     On a security basis, top contributors to performance included Opera Software ASA (Norwegian-based internet browser company), Guangzhou R&F Properties Co. Ltd. (China-based property developer), Heritage Oil plc (London listed oil company focused on Africa, the Middle East and Russia), Red Back Mining, Inc. (Africa focused gold miner listed in Canada), Addax Petroleum Corp. (an intermediate oil company), First Quantum Minerals Ltd. (Toronto listed Africa focused copper miner), Teck Resources Ltd. (Canadian diversified miner), Sino Gold Mining Ltd. (Sydney listed China focused

1. Lipper Inc., 8/31/09. Lipper ranking is for Class A shares and ranking may include more than one share class of funds in the category, including other share classes of this Fund. Ranking is based on total return as of 8/31/09, without considering sales charges. Different share classes may have different expenses and performance characteristics. Past performance is no guarantee of future results.

12 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

gold company), Franco-Nevada Corp. (Toronto listed gold focused royalty company), Punjab National Bank Ltd. (Indian commercial bank), Niko Resources Ltd. (Toronto listed natural gas company focused in India, Bangladesh, Pakistan and Kurdistan) and Gafisa SA (Brazilian property developer). We locked in our gains and exited our positions in Heritage Oil plc, Addax Petroleum Corp., First Quantum Minerals Ltd., Teck Resources Ltd. and Gafisa SA during the reporting period.

     Detractors to performance included Trican Well Service Ltd. (Canadian oil field services company), Arques Industries AG (German restructuring company), Anvil Mining Ltd. (Congo focused copper mine developer), Riversdale Mining Ltd. (Mozambique focused coal miner), WesternZagros Resources Ltd. (Kurdistan focused oil prospector), Travelsky Technology Ltd. (Chinese travel software company), Petrolifera Petroleum Ltd. (Argentina focused oil company), Nippon Coke & Engineering Co. Ltd. (Japanese producer of coke, a necessary material for iron production), Central African Mining & Exploration Co. plc (CAMEC, a Congo focused cobalt miner), Nido Petroleum Ltd. (Sydney listed Philippines focused oil producer). We sold out of Trican Well Services Ltd., WesternZagros Resources Ltd., Travelsky Technology Ltd., Petrolifera Petroleum Ltd. and Nippon Coke & Engineering Co. Ltd., in part because the Fund faced significant redemptions during the reporting period.

     The Fund continues to adhere to its top down as well as bottom up method of stock selection. The Fund continues to have large holdings in the energy, mining and agriculture areas, as well as in emerging markets. The Fund’s research suggests that while the structural crisis in the commodity supply chain has reduced temporarily, it has by no means been eliminated. The Fund remained very lightly invested in Western European equities. For most of the reporting period, the Fund also remained very lightly invested in Japan. Over the last few months of the reporting period, that position was slowly increased. By the end of August 2009, Japan became the second largest exposure for the Fund, behind Canada and followed by Australia. Opera Software ASA, Pacific Rubiales Energy Corp., Westport Innovations, Inc., Uranium Participation Corp., and Thompson Creek Metals Co. were some of the top holdings in the Fund as the reporting period came to a close.

     As of the reporting period’s end, the Fund began focusing more on the liquidity of its holdings. As the Fund faced significant redemptions during the reporting period, our tolerance for holding illiquid positions decreased and will continue to remain so for the foreseeable future. On top of the widespread sell-offs in the equity markets, small caps were hit even harder. The Fund chose to sell out of some of the more illiquid positions in the portfolio during the period given the scale of redemptions.

13 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FUND PERFORMANCE DISCUSSION

     The Fund will seek to reduce the volatility of its holdings as much as reasonably possible. This will be done by keeping its holdings in what we believe are acceptably liquid positions. We may increase the number of positions in the Fund to a target of 100 companies and may reduce the Fund’s weighting to its top holdings. This will remain a work in progress, as many of the companies in the Fund’s portfolio continue to be subject to merger and acquisition activities.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until August 31, 2009. In the case of Class A, Class B and Class C shares, performance is measured over a ten-fiscal-year period. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. In the case of Class Y shares, performance is measured from inception of the Class on September 7, 2005. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance is no guarantee of future results.

     The Fund’s performance is compared to the Morgan Stanley Capital International (MSCI) EAFE (Europe, Australasia, Far East) Index^®, the MSCI All Country World Ex U.S. Small Cap Net Index and the HSBC World Excluding U.S. Smaller Companies (WexUS) Index. The MSCI EAFE Index is an unmanaged index of equity securities listed on a number of principal stock markets of Europe, Asia and Australia. The MSCI All Country World Ex U.S. Small Cap Net Index is a free float-adjusted market capitalization-weighted index designed to measure the equity market performance of small capitalization developed and emerging markets, excluding the United States, and approximates the minimum possible dividend reinvestment. The HSBC World Excluding U.S. Smaller Companies (WexUS) Index is a market capitalization-weighted index intended to represent the performance of small companies in a number of developed stock markets outside of the United States and Canada. The Fund changed its index from the HSBC World Excluding U.S. Smaller Companies (WexUS) Index to the MSCI All Country World Ex U.S. Small Cap Net Index during the reporting period because the MSCI All Country World Ex U.S. Small Cap Net Index is a more appropriate benchmark reflecting the types of securities in which the Fund invests. Indices cannot be purchased directly by investors. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments in either index.

14 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Class A Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10 year return for Class B shares uses Class A performance for the period after conversion. See page 20 for further information.

15 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FUND PERFORMANCE DISCUSSION

 Class B Shares
 Comparison of Change in Value of $10,000 Hypothetical Investments in:

16 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Class C Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10 year return for Class B shares uses Class A performance for the period after conversion. See page 20 for further information.

17 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FUND PERFORMANCE DISCUSSION

 Class N Shares
 Comparison of Change in Value of $10,000 Hypothetical Investments in:

18 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10 year return for Class B shares uses Class A performance for the period after conversion. See page 20 for further information.

19 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 11/17/97. Unless otherwise noted, Class A returns include the maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 11/17/97. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. Class B shares are subject to a 0.75% annual asset-based sales charge.

Class C shares of the Fund were first publicly offered on 11/17/97. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to a 0.75% annual asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

20 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Class Y shares of the Fund were first publicly offered on 9/7/05. Class Y shares are offered only to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

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FUND EXPENSES

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees (if applicable); and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended August 31, 2009.

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

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), redemption fees, or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions

22 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	March 1, 2009		August 31, 2009		August 31, 2009
Actual
Class A	$	1,000.00	$	1,967.50	$	10.27
Class B		1,000.00		1,957.80		16.61
Class C		1,000.00		1,958.80		16.24
Class N		1,000.00		1,964.10		12.51
Class Y		1,000.00		1,971.80		6.98
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.30		6.99
Class B		1,000.00		1,014.01		11.33
Class C		1,000.00		1,014.27		11.08
Class N		1,000.00		1,016.79		8.52
Class Y		1,000.00		1,020.52		4.75

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended August 31, 2009 are as follows:

Class	Expense Ratios
Class A		1.37	%
Class B		2.22
Class C		2.17
Class N		1.67
Class Y		0.93

The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

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STATEMENT OF INVESTMENTS August 31, 2009

	Shares		Value
Common Stocks—91.4%
Consumer Discretionary—8.6%
Auto Components—2.2%
Westport Innovations, Inc.1,2		664,286	$	6,650,445
Westport Innovations, Inc., Legend Shares1,2		1,835,714		18,378,100
				25,028,545
Hotels, Restaurants & Leisure—1.1%
Accordia Gold Co. Ltd.		8,000		7,927,503
Pacific Golf Group International Holdings KK		6,000		4,298,717
				12,226,220
Household Durables—1.7%
Cyrela Brazil Realty SA Empreendimentos e Participacoes		1,500,000		18,902,213
Multiline Retail—2.0%
Don Quijote Co. Ltd.		900,000		21,569,049
PT Ramayana Lestari Sentosa Tbk		14,675,000		931,746
				22,500,795
Specialty Retail—1.6%
Point, Inc.		300,000		18,344,976
Consumer Staples—4.6%
Food Products—4.6%
Agriterra Ltd.1,2		40,000,000		3,796,376
China Vanguard Group Ltd.1,2		133,000,000		9,952,970
SLC Agricola SA		1,550,000		12,492,439
Viterra, Inc.2		3,000,000		26,416,990
				52,658,775
Energy—17.4%
Oil, Gas & Consumable Fuels—17.4%
Aquila Resources Ltd.2		1,000,000		5,959,547
Calvalley Petroleum, Inc., Cl. A1,2		9,000,000		17,264,216
Centennial Coal Co.		7,000,000		20,629,745
DNO International ASA2		15,000,000		15,807,977
Nido Petroleum Ltd.1,2		86,000,000		9,380,226
Niko Resources Ltd.		350,000		22,699,246
Pacific Rubiales Energy Corp.2		2,080,928		23,646,261
Pacific Rubiales Energy Corp., Legend Shares2		3,144,072		35,727,112
Pan Orient Energy Corp.2		475,000		1,861,384
Pan Orient Energy Corp., Legend Shares2		775,000		3,036,995
Riversdale Mining Ltd.2		5,000,000		26,116,722
Uranium One, Inc.2		7,000,000		15,665,677
				197,795,108
Financials—23.4%
Capital Markets—5.8%
Endeavour Financial Corp., Legend Shares1,2		5,500,000		7,033,569
Matsui Securities Co. Ltd.		2,000,000		18,429,162
RISA Partners, Inc.		12,000		10,077,677
Uranium Participation Corp.1,2		5,000,000		29,687,143
				65,227,551
Commercial Banks—7.6%
Banco Macro SA, ADR2		356,731		8,030,015
Canara Bank Ltd.		2,500,000		13,632,873
Indian Overseas Bank		3,500,000		6,035,842
Oriental Bank of Commerce		3,500,000		13,240,143
Punjab National Bank Ltd.		1,250,000		17,471,838
Seven Bank Ltd.		6,000		15,224,073

F1 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Commercial Banks Continued
Vozrozhdenie Bank		500,000	$	13,000,000
				86,634,784
Diversified Financial Services—2.5%
Arques Industries AG1,2		2,250,000		5,773,862
Osaka Securities Exchange Co. Ltd.		4,500		20,553,466
World Energy Solutions, Inc.1,2		600,000		1,825,074
				28,152,402
Real Estate Investment Trusts—1.8%
Kenedix Realty Investment Corp.		4,591		17,165,351
Nippon Commercial Investment Corp.		2,000		3,593,767
				20,759,118
Real Estate Management & Development—5.7%
Goldcrest Co. Ltd.		600,000		17,474,627
Greentown China Holdings Ltd.		5,000,000		5,967,395
Guangzhou R&F Properties Co. Ltd.		6,000,000		9,800,721
Kenedix, Inc.2		30,000		14,320,722
Shui On Land Ltd.		30,000,000		16,605,487
				64,168,952
Health Care—1.9%
Pharmaceuticals—1.9%
Tsumura & Co.		600,000		21,278,882
Industrials—1.3%
Construction & Engineering—0.3%
Baoye Group Co. Ltd.		5,000,000		2,967,570
Trading Companies & Distributors—1.0%
Noble Group Ltd.		8,000,000		11,770,013
Information Technology—6.4%
Internet Software & Services—5.9%
Opera Software ASA1		18,000,000		66,704,334
Software—0.5%
Enablence Technologies, Inc.1,2		17,000,000		5,745,604
Materials—25.3%
Chemicals—3.2%
Incitec Pivot Ltd.		7,000,000		17,683,912
Methanex Corp.		1,000,000		17,903,631
				35,587,543
Metals & Mining—19.6%
Anvil Mining Ltd.1,2		8,000,000		18,488,239
Banro Corp.2		3,000,000		5,699,931
Centamin Egypt Ltd.2		7,000,000		9,463,348
Central African Mining & Exploration Co. plc2		65,000,000		18,365,751
Equinox Minerals Ltd.2		8,000,000		19,949,760
Franco-Nevada Corp.		700,000		18,012,332
Ivernia, Inc.1,2		13,300,000		3,644,668
Ivernia, Inc., Legend Shares1,2,3		3,200,000		876,913
Lundin Mining Corp.2		6,000,000		20,388,216
Mirabela Nickel Ltd.2		6,000,000		13,811,372
Northern Iron Ltd.2		6,000,000		8,378,108
Red Back Mining, Inc.2		1,750,000		18,175,383
Sino Gold Mining Ltd.2		4,000,000		22,617,589
Thompson Creek Metals Co.2		2,250,000		25,875,771
Western Areas NL2		4,400,000		18,790,348
				222,537,729
Paper & Forest Products—2.5%
MagIndustries Corp.2		14,000,000		6,905,686
Sino-Forest Corp.2		1,750,000		21,740,123
				28,645,809
Utilities—2.5%
Electric Utilities—0.6%
EOS Russia AB2		1,700,000		6,832,788
Energy Traders—0.2%
Magma Energy Corp.2		400,000		694,222
Magma Energy Corp., Legend Shares2		1,100,000		1,909,112
				2,603,334

F2 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

	Shares		Value
Gas Utilities—1.7%
Xinao Gas Holdings Ltd.		12,000,000	$	19,136,956
Total Common Stocks (Cost $1,107,613,760)				1,036,210,001

	Principal
	Amount
Convertible Corporate Bonds and Notes—0.8%
Ivernia, Inc., 8% Cv. Sr. Nts., 4/27/131,3 (Cost $5,000,000)	$	5,000,000	9,342,108

	Units
Rights, Warrants and Certificates—1.1%
Endeavour Financial Corp. Wts., Strike Price 2.50CAD, Exp. 2/4/141,2		2,750,000	1,281,114
Northern Iron Ltd. Rts., Strike Price 1.45AUD, Exp. 9/21/092		1,200,000	234,853
Pacific Rubiales Energy Corp. Wts., Strike Price 7.80CAD, Exp. 7/12/122		1,999,953	10,778,463
Total Rights, Warrants and Certificates (Cost $1,808,930)			12,294,430

	Shares			Value
Investment Companies—4.5%
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.01%4		64,568		$	64,568
Oppenheimer Institutional Money Market Fund, Cl. E, 0.33%1,4		51,064,618			51,064,618
Total Investment Companies (Cost $51,129,186)					51,129,186
Total Investments, at Value (Cost $1,165,551,876)		97.8	%		1,108,975,725
Other Assets Net of Liabilities		2.2			24,591,671
Net Assets		100.0	%	$	1,133,567,396

Footnotes to Statement of Investments

Strike price is reported in U.S. Dollars, except for those denoted in the following currencies:

AUD	Australian Dollar
CAD	Canadian Dollar
HKD	Hong Kong Dollar

1. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended August 31, 2009, 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 period in which the issuer was an affiliate are as follows:

	Shares/Units/						Shares/Units/
	Principal Amount		Gross		Gross		Principal Amount
	August 31, 2008		Additions		Reductions		August 31, 2009
Agriterra Ltd.		—		40,000,000		—		40,000,000
Anvil Mining Ltd.		5,000,000		3,000,000		—		8,000,000
Arques Industries AG		2,250,000		—		—		2,250,000
Azure Dynamics Corp., Legend Shares		20,549,500		—		20,549,500		—
Calvalley Petroleum, Inc., Cl. A		9,000,000		—		—		9,000,000
Canoro Resources Ltd.		1,800,000		—		1,800,000		—
Canoro Resources Ltd., Legend Shares		7,200,000		—		7,200,000		—
China Vanguard Group Ltd.a		165,000,000		—		32,000,000		133,000,000
China Vanguard Group Ltd. Wts., Strike Price 1.33HKD, Exp. 11/2/08		22,000,000		—		22,000,000		—

F3 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

	Shares/Units/								Shares/Units/
	Principal Amount		Gross			Gross			Principal Amount
	August 31, 2008		Additions			Reductions			August 31, 2009
Culane Energy Corp.		1,750,000		—			1,750,000			—
Enablence Technologies, Inc.		2,900,000		17,000,000			2,900,000			17,000,000
Enablence Technologies, Inc., Legend Shares		12,000,000		—			12,000,000			—
Endeavour Financial Corp. Wts., Strike Price 2.50CAD, Exp. 2/4/14		—		2,750,000	b		—			2,750,000
Endeavour Financial Corp., Legend Shares		—		5,500,000	b		—			5,500,000
Funai Zaisan Consultants Co. Ltd.		10,000		—			10,000			—
Gulf Keystone Petroleum Ltd.		21,500,000		—			21,500,000			—
Ivernia, Inc.		11,945,000		1,355,000			—			13,300,000
Ivernia, Inc., 8% Cv. Sr. Nts., 4/27/13		—		5,000,000			—			5,000,000
Ivernia, Inc., Legend Shares		3,200,000		—			—			3,200,000
Nido Petroleum Ltd.		86,000,000		—			—			86,000,000
Norwood Immunology Ltd.		14,500,000		—			14,500,000			—
Opera Software ASA		18,000,000		46,000			46,000			18,000,000
Oppenheimer Institutional Money Market Fund, Cl. E		—		788,304,482			737,239,864			51,064,618
Petrolifera Petroleum Ltd.		4,500,000		—			4,500,000			—
Shinwa Art Auction Co. Ltd.		3,229		—			3,229			—
Travelsky Technology Ltd., Cl. H		60,000,000		—			60,000,000			—
Uranium Participation Corp.		3,976,300		2,136,200			1,112,500			5,000,000
WesternZagros Resources Ltd.		12,884,800		—			12,884,800			—
Westport Innovations, Inc.		564,286		100,001			1	b		664,286
Westport Innovations, Inc., Legend Shares		1,935,714		—			100,000			1,835,714
World Energy Solutions, Inc.		6,000,000		—			5,400,000	b		600,000

						Realized
	Value			Income		Loss
Agriterra Ltd.	$	3,796,376		$	—	$	—
Anvil Mining Ltd.		18,488,239			—		—
Arques Industries AG		5,773,862			—		—
Azure Dynamics Corp., Legend Shares		—			—		15,333,979
Calvalley Petroleum, Inc., Cl. A		17,264,216			—		—
Canoro Resources Ltd.		—			—		2,977,193
Canoro Resources Ltd., Legend Shares		—			—		11,955,445
China Vanguard Group Ltd.a		—	c		—		4,633,178
China Vanguard Group Ltd. Wts., Strike Price 1.33HKD, Exp. 11/2/08		—			—		—
Culane Energy Corp.		—			—		12,008,345
Enablence Technologies, Inc.		5,745,604			—		3,002,431
Enablence Technologies, Inc., Legend Shares		—			—		10,168,570
Endeavour Financial Corp. Wts., Strike Price 2.50CAD, Exp. 2/4/14		1,281,114			—		—
Endeavour Financial Corp., Legend Shares		7,033,569			—		—
Funai Zaisan Consultants Co. Ltd.		—			6,908		19,584,999
Gulf Keystone Petroleum Ltd.		—			—		25,630,442
Ivernia, Inc.		3,644,668			—		—
Ivernia, Inc., 8% Cv. Sr. Nts., 4/27/13		9,342,108			173,151		—

F4 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

					Realized
	Value		Income		Loss
Ivernia, Inc., Legend Shares	$	876,913	$	—	$	—
Nido Petroleum Ltd.		9,380,226		—		—
Norwood Immunology Ltd.		—		178,157		6,373,087
Opera Software ASA		66,704,334		943,236		45,773
Oppenheimer Institutional Money Market Fund, Cl. E		51,064,618		128,439		—
Petrolifera Petroleum Ltd.		—		—		60,914,646
Shinwa Art Auction Co. Ltd.		—		—		4,141,224
Travelsky Technology Ltd., Cl. H		—		—		7,660,574
Uranium Participation Corp.		29,687,143		—		4,218,792
WesternZagros Resources Ltd.		—		—		41,300,209
Westport Innovations, Inc.		6,650,445		8		—
Westport Innovations, Inc., Legend Shares		18,378,100		—		536,417
World Energy Solutions, Inc.		1,825,074		—		—
	$	256,936,609	$	1,429,899	$	230,485,304

a.	No longer an affiliate as of August 31, 2009.
b.	All or a portion is the result of a corporate action.
c.	The security is no longer an affiliate; therefore, the value has been excluded from this table.

2.	Non-income producing security.
3.	Illiquid security. The aggregate value of illiquid securities as of August 31, 2009 was $10,219,021, which represents 0.90% of the Fund’s net assets. See Note 6 of accompanying Notes.
4.	Rate shown is the 7-day yield as of August 31, 2009.

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—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 (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).

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of August 31, 2009 based on valuation input level:

					Level 3–
	Level 1–		Level 2–		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	84,776,529	$	12,226,220	$	—	$	97,002,749
Consumer Staples		52,658,775		—		—		52,658,775
Energy		146,017,613		51,777,495		—		197,795,108
Financials		187,475,268		77,467,539		—		264,942,807
Health Care		21,278,882		—		—		21,278,882

F5 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

					Level 3–
	Level 1–		Level 2–		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted prices		Observable Inputs		Inputs		Value
Industrials	$	14,737,583	$	—	$	—	$	14,737,583
Information Technology		72,449,938		—		—		72,449,938
Materials		223,552,962		63,218,119		—		286,771,081
Utilities		21,740,290		6,832,788		—		28,573,078
Convertible Corporate Bonds and Notes		—		9,342,108		—		9,342,108
Rights, Warrants and Certificates		12,059,577		234,853		—		12,294,430
Investment Companies		51,129,186		—		—		51,129,186
Total Investments, at Value		887,876,603		221,099,122		—		1,108,975,725
Other Financial Instruments:
Foreign currency exchange contracts		—		106,736		—		106,736
Total Assets	$	887,876,603	$	221,205,858	$	—	$	1,109,082,461

Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation techniques, if any, during the reporting period.

Foreign Currency Exchange Contracts as of August 31, 2009 are as follows:

		Contract
Counterparty/		Amount			Expiration				Unrealized
Contract Description	Buy/Sell	(000’s)			Dates		Value		Appreciation
Brown Brothers Harriman
Japanese Yen (JPY)	Buy		242,540	jpy		9/1/09	$	2,606,560	$	35,350
Chase Manhattan Bank
Indonesia Rupiah (IDR)	Buy		6,260,899	idr		9/1/09-9/2/09		621,121		—
JP Morgan Chase
Japanese Yen (JPY)	Buy		810,318	jpy		9/2/09		8,708,416		55,728
UBS Investment Bank
Japanese Yen (JPY)	Buy		303,187	jpy		9/1/09		3,258,320		15,658
Total unrealized appreciation									$	106,736

F6 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

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

Geographic Holdings	Value		Percent
Canada	$	408,988,805		36.9	%
Japan		190,257,972		17.2
Australia		153,065,770		13.8
Norway		82,512,311		7.4
United States		51,129,186		4.6
India		50,380,696		4.5
Cayman Islands		37,404,609		3.4
Brazil		31,394,652		2.8
Hong Kong		22,572,882		2.0
United Kingdom		18,365,751		1.7
Russia		13,000,000		1.2
China		12,768,291		1.2
Bermuda		11,770,013		1.1
Argentina		8,030,015		0.7
Sweden		6,832,788		0.6
Germany		5,773,862		0.5
Island of Guernsey		3,796,376		0.3
Indonesia		931,746		0.1
Total	$	1,108,975,725		100.0	%

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

STATEMENT OF ASSETS AND LIABILITIES August 31, 2009

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $803,444,453)	$	852,039,116
Affiliated companies (cost $362,107,423)		256,936,609
		1,108,975,725
Cash		81,000
Unrealized appreciation on foreign currency exchange contracts		106,736
Receivables and other assets:
Investments sold		52,865,162
Interest and dividends		784,085
Other		93,979
Total assets		1,162,906,687
Liabilities
Payables and other liabilities:
Investments purchased		19,259,062
Shares of beneficial interest redeemed		4,889,042
Foreign capital gains tax		4,243,753
Distribution and service plan fees		325,385
Trustees’ compensation		241,107
Transfer and shareholder servicing agent fees		209,253
Shareholder communications		56,789
Other		114,900
Total liabilities		29,339,291
Net Assets	$	1,133,567,396
Composition of Net Assets
Paid-in capital	$	1,692,618,053
Accumulated net investment loss		(17,371,259	)
Accumulated net realized loss on investments and foreign currency transactions		(480,879,633	)
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(60,799,765	)
Net Assets	$	1,133,567,396

F8 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $600,819,054 and 34,202,578 shares of beneficial interest outstanding)	$	17.57
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	18.64
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $48,302,247 and 2,896,306 shares of beneficial interest outstanding)	$	16.68
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $107,756,048 and 6,470,599 shares of beneficial interest outstanding)	$	16.65
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $39,161,302 and 2,307,660 shares of beneficial interest outstanding)	$	16.97
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $337,528,745 and 19,295,292 shares of beneficial interest outstanding)	$	17.49

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

STATEMENT OF OPERATIONS For the Year Ended August 31, 2009

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $296,884)	$	6,579,057
Affiliated companies (net of foreign withholding taxes of $203,059)		1,256,748
Interest:
Unaffiliated companies		10,956
Affiliated companies		173,151
Other income		11,774
Total investment income		8,031,686
Expenses
Management fees		6,362,900
Distribution and service plan fees:
Class A		1,134,526
Class B		368,422
Class C		843,601
Class N		142,099
Transfer and shareholder servicing agent fees:
Class A		1,631,694
Class B		218,320
Class C		338,046
Class N		182,364
Class Y		217,182
Shareholder communications:
Class A		82,899
Class B		21,039
Class C		22,986
Class N		3,178
Class Y		20,616
Custodian fees and expenses		107,422
Trustees’ compensation		53,415
Other		424,468
Total expenses		12,175,177
Less waivers and reimbursements of expenses		(457,321	)
Net expenses		11,717,856
Net Investment Loss		(3,686,170	)

F10 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments:
Unaffiliated companies (net of foreign capital gains tax of $88,838)	$	21,607,517
Affiliated companies		(230,485,304	)
Foreign currency transactions		(90,735,611	)
Net realized loss		(299,613,398	)
Net change in unrealized appreciation (depreciation) on:
Investments (net of foreign capital gains tax of $4,147,005)		119,131,169
Translation of assets and liabilities denominated in foreign currencies		6,482,914
Net change in unrealized depreciation		125,614,083
Net Decrease in Net Assets Resulting from Operations	$	(177,685,485	)

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

STATEMENTS OF CHANGES IN NET ASSETS

Year Ended August 31,	2009			2008
Operations
Net investment loss	$	(3,686,170	)	$	(13,853,460	)
Net realized gain (loss)		(299,613,398	)		21,643,452
Net change in unrealized depreciation		125,614,083			(722,374,471	)
Net decrease in net assets resulting from operations		(177,685,485	)		(714,584,479	)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		—			(71,309,387	)
Class B		—			(2,799,812	)
Class C		—			(8,197,783	)
Class N		—			(2,814,556	)
Class Y		(1,227,552	)		(21,047,428	)
		(1,227,552	)		(106,168,966	)
Distributions from net realized gain:
Class A		—			(276,918,559	)
Class B		—			(20,467,627	)
Class C		—			(52,812,894	)
Class N		—			(12,722,879	)
Class Y		—			(67,333,347	)
		—			(430,255,306	)
Tax return of capital distribution from net realized gain:
Class A		—			(5,757,387	)
Class B		—			(425,540	)
Class C		—			(1,098,028	)
Class N		—			(264,520	)
Class Y		—			(1,399,921	)
		—			(8,945,396	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(204,309,471	)		(204,917,779	)
Class B		(12,628,180	)		(16,849,242	)
Class C		(36,317,031	)		(36,607,555	)
Class N		(3,678,231	)		(849,218	)
Class Y		24,158,275			160,746,895
		(232,774,638	)		(98,476,899	)
Net Assets
Total decrease		(411,687,675	)		(1,358,431,046	)
Beginning of period		1,545,255,071			2,903,686,117
End of period (including accumulated net investment loss of $17,371,259 and $14,391,821, respectively)	$	1,133,567,396		$	1,545,255,071

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FINANCIAL HIGHLIGHTS

Class A      Year Ended August 31,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	17.90		$	30.52		$	23.40		$	19.48		$	14.14
Income (loss) from investment operations:
Net investment income (loss)1		(.05	)		(.12	)		.01			(.05	)		(.02	)
Net realized and unrealized gain (loss)		(.28	)		(6.83	)		7.75			6.15			5.78
Total from investment operations		(.33	)		(6.95	)		7.76			6.10			5.76
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(1.06	)		(.16	)		—			(.11	)
Distributions from net realized gain		—			(4.51	)		(.48	)		(2.18	)		(.31	)
Tax return of capital distribution from net realized gain		—			(.10	)		—			—			—
Total dividends and/or distributions to shareholders		—			(5.67	)		(.64	)		(2.18	)		(.42	)
Net asset value, end of period	$	17.57		$	17.90		$	30.52		$	23.40		$	19.48
Total Return, at Net Asset Value2		(1.84	)%		(28.97	)%		33.56	%		33.49	%		41.35	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	600,819		$	938,263		$	1,931,669		$	1,330,251		$	552,861
Average net assets (in thousands)	$	463,400		$	1,617,877		$	1,702,152		$	1,098,056		$	353,479
Ratios to average net assets:3
Net investment income (loss)		(0.44	)%		(0.46	)%		0.03	%		(0.24	)%		(0.12	)%
Total expenses		1.45	%4		1.14	%4		1.13	%4		1.20	%		1.31	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.41	%		1.14	%		1.13	%		1.20	%		1.31	%
Portfolio turnover rate		111	%		67	%		57	%		35	%		51	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended August 31, 2009	1.45	%
Year Ended August 31, 2008	1.14	%
Year Ended August 31, 2007	1.13	%

See accompanying Notes to Financial Statements.

F13 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FINANCIAL HIGHLIGHTS Continued

Class B      Year Ended August 31,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	17.13		$	29.16		$	22.43		$	18.91		$	13.77
Income (loss) from investment operations:
Net investment loss1		(.14	)		(.32	)		(.22	)		(.24	)		(.17	)
Net realized and unrealized gain (loss)		(.31	)		(6.55	)		7.43			5.94			5.62
Total from investment operations		(.45	)		(6.87	)		7.21			5.70			5.45
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.55	)		—			—			—
Distributions from net realized gain		—			(4.51	)		(.48	)		(2.18	)		(.31	)
Tax return of capital distribution from net realized gain		—			(.10	)		—			—			—
Total dividends and/or distributions to shareholders		—			(5.16	)		(.48	)		(2.18	)		(.31	)
Net asset value, end of period	$	16.68		$	17.13		$	29.16		$	22.43		$	18.91
Total Return, at Net Asset Value2		(2.63	)%		(29.54	)%		32.43	%		32.29	%		40.07	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	48,302		$	70,078		$	142,120		$	124,505		$	78,469
Average net assets (in thousands)	$	37,192		$	116,865		$	142,384		$	114,900		$	60,395
Ratios to average net assets:3
Net investment loss		(1.26	)%		(1.30	)%		(0.81	)%		(1.11	)%		(1.02	)%
Total expenses		2.47	%4		1.99	%4		1.97	%4		2.09	%		2.23	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.23	%		1.99	%		1.97	%		2.09	%		2.23	%
Portfolio turnover rate		111	%		67	%		57	%		35	%		51	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended August 31, 2009	2.47	%
Year Ended August 31, 2008	1.99	%
Year Ended August 31, 2007	1.97	%

See accompanying Notes to Financial Statements.

F14 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Class C      Year Ended August 31,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	17.10		$	29.19		$	22.44		$	18.90		$	13.76
Income (loss) from investment operations:
Net investment loss1		(.14	)		(.30	)		(.20	)		(.23	)		(.16	)
Net realized and unrealized gain (loss)		(.31	)		(6.55	)		7.43			5.95			5.63
Total from investment operations		(.45	)		(6.85	)		7.23			5.72			5.47
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.63	)		—			—			(.02	)
Distributions from net realized gain		—			(4.51	)		(.48	)		(2.18	)		(.31	)
Tax return of capital distribution from net realized gain		—			(.10	)		—			—			—
Total dividends and/or distributions to shareholders		—			(5.24	)		(.48	)		(2.18	)		(.33	)
Net asset value, end of period	$	16.65		$	17.10		$	29.19		$	22.44		$	18.90
Total Return, at Net Asset Value2		(2.63	)%		(29.52	)%		32.50	%		32.42	%		40.23	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	107,756		$	172,159		$	352,532		$	242,408		$	86,184
Average net assets (in thousands)	$	84,374		$	296,798		$	312,797		$	184,832		$	55,819
Ratios to average net assets:3
Net investment loss		(1.23	)%		(1.23	)%		(0.75	)%		(1.06	)%		(0.96	)%
Total expenses		2.27	%4		1.91	%4		1.91	%4		2.01	%		2.14	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.19	%		1.91	%		1.91	%		2.01	%		2.14	%
Portfolio turnover rate		111	%		67	%		57	%		35	%		51	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended August 31, 2009	2.27	%
Year Ended August 31, 2008	1.91	%
Year Ended August 31, 2007	1.91	%

See accompanying Notes to Financial Statements.

F15 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FINANCIAL HIGHLIGHTS Continued

Class N      Year Ended August 31,	2009			2008			2007			2006			2005
Per Share Operating Data
Net asset value, beginning of period	$	17.34		$	29.67		$	22.79		$	19.08		$	13.90
Income (loss) from investment operations:
Net investment loss1		(.08	)		(.21	)		(.10	)		(.14	)		(.09	)
Net realized and unrealized gain (loss)		(.29	)		(6.62	)		7.54			6.03			5.67
Total from investment operations		(.37	)		(6.83	)		7.44			5.89			5.58
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			(.89	)		(.08	)		—			(.09	)
Distributions from net realized gain		—			(4.51	)		(.48	)		(2.18	)		(.31	)
Tax return of capital distribution from net realized gain		—			(.10	)		—			—			—
Total dividends and/or distributions to shareholders		—			(5.50	)		(.56	)		(2.18	)		(.40	)
Net asset value, end of period	$	16.97		$	17.34		$	29.67		$	22.79		$	19.08
Total Return, at Net Asset Value2		(2.13	)%		(29.23	)%		32.99	%		33.06	%		40.76	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	39,161		$	43,687		$	81,367		$	51,761		$	16,673
Average net assets (in thousands)	$	28,643		$	72,854		$	66,982		$	38,262		$	9,698
Ratios to average net assets:3
Net investment loss		(0.71	)%		(0.85	)%		(0.36	)%		(0.63	)%		(0.51	)%
Total expenses		1.98	%4		1.53	%4		1.52	%4		1.57	%		1.75	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.69	%		1.53	%		1.52	%		1.57	%		1.68	%
Portfolio turnover rate		111	%		67	%		57	%		35	%		51	%

1.	Per share amounts calculated based on the average shares outstanding during the period.
2.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
3.	Annualized for periods less than one full year.
4.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended August 31, 2009	1.98	%
Year Ended August 31, 2008	1.53	%
Year Ended August 31, 2007	1.52	%

See accompanying Notes to Financial Statements.

F16 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Class Y      Year Ended August 31,	2009			2008			2007			20061
Per Share Operating Data
Net asset value, beginning of period	$	17.90		$	30.61		$	23.47		$	19.97
Income (loss) from investment operations:
Net investment income (loss)2		—	3		(.03	)		.11			.01
Net realized and unrealized gain (loss)		(.33	)		(6.82	)		7.76			5.67
Total from investment operations		(.33	)		(6.85	)		7.87			5.68
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.08	)		(1.25	)		(.25	)		—
Distributions from net realized gain		—			(4.51	)		(.48	)		(2.18	)
Tax return of capital distribution from net realized gain		—			(.10	)		—			—
Total dividends and/or distributions to shareholders		(.08	)		(5.86	)		(.73	)		(2.18	)
Net asset value, end of period	$	17.49		$	17.90		$	30.61		$	23.47
Total Return, at Net Asset Value4		(1.42	)%		(28.72	)%		34.00	%		30.60	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	337,529		$	321,068		$	395,998		$	96,751
Average net assets (in thousands)	$	214,703		$	437,593		$	235,856		$	43,043
Ratios to average net assets:5
Net investment income (loss)		0.04	%		(0.13	)%		0.36	%		0.03	%
Total expenses		0.95	%6,7		0.81	%6,7,8		0.79	%6,7,8		0.82	%8
Portfolio turnover rate		111	%		67	%		57	%		35	%

1.	For the period from September 7, 2005 (inception of offering) to August 31, 2006.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Less than $0.005 per share.
4.	Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
5.	Annualized for periods less than one full year.
6.	Total expenses including indirect expenses from affiliated fund were as follows:

Year Ended August 31, 2009	0.95	%
Year Ended August 31, 2008	0.81	%
Year Ended August 31, 2007	0.79	%

7.	Waiver or reimbursement of indirect management fees less than 0.005%.
8.	Reduction to custodian expenses less than 0.005%.

See accompanying Notes to Financial Statements.

F17 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer International Small Company Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund’s investment objective is to seek long-term capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Prior to January 1, 2009, the Fund assessed a 2% fee on the proceeds of fund shares that were redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which was retained by the Fund, is accounted for as an addition to paid-in capital.

     The following is a summary of significant accounting policies consistently followed by the Fund.

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

     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. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

     Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Trustees or dealers.

F18 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

     Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported by NASDAQ prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

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

     Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

     “Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

     In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as 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.

     There have been no significant changes to the fair valuation methodologies during the period.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated

F19 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

     Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

     The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its 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 IMMF.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

F20 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

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

						Net Unrealized
						Depreciation
						Based on Cost of
						Securities and
Undistributed		Undistributed		Accumulated		Other Investments
Net Investment		Long-Term		Loss		for Federal Income
Income		Gain		Carryforward1,2,3,4,5		Tax Purposes
$	5,241,581	$	—	$	433,320,927	$	130,734,027

1. As of August 31, 2009, the Fund had $183,750,665 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of August 31, 2009, details of the capital loss carryforward were as follows:

Expiring
2017	$	183,750,665

2.	As of August 31, 2009, the Fund had $247,666,313 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2018.
3.	The Fund had $1,903,949 of post-October foreign currency losses which were deferred.
4.	During the fiscal year ended August 31, 2009, the Fund did not utilize any capital loss carryforward.
5.	During the fiscal year ended August 31, 2008, the Fund did not utilize any capital loss carryforward.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for August 31, 2009. Net assets of the Fund were unaffected by the reclassifications.

		Increase to
Reduction to		Accumulated Net
Accumulated Net		Realized Loss
Investment Loss		on Investments
$	1,934,284	$	1,934,284

The tax character of distributions paid during the years ended August 31, 2009 and August 31, 2008 was as follows:

	Year Ended		Year Ended
	August 31, 2009		August 31, 2008
Distributions paid from:
Ordinary income	$	1,227,552	$	199,236,870
Long-term capital gain		—		337,187,402
Return of capital		—		8,945,396
Total	$	1,227,552	$	545,369,668

F21 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of August 31, 2009 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	1,235,379,402
Federal tax cost of other investments		14,573,296
Total federal tax cost	$	1,249,952,698
Gross unrealized appreciation	$	200,232,828
Gross unrealized depreciation		(330,966,855	)
Net unrealized depreciation	$	(130,734,027	)

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.

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 year ended August 31, 2009, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	18,141
Payments Made to Retired Trustees		16,222
Accumulated Liability as of August 31, 2009		162,730

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

F22 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the compensation deferral plan.

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

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

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

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

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

F23 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:

	Year Ended August 31, 2009						Year Ended August 31, 2008
	Shares			Amount			Shares			Amount
Class A
Sold		7,448,861		$	89,879,535			8,064,251		$	213,833,167
Dividends and/or distributions reinvested		—			—			11,540,397			316,491,791
Redeemed		(25,658,634	)		(294,189,006	)1		(30,492,625	)		(735,242,737	)2
Net decrease		(18,209,773	)	$	(204,309,471	)		(10,887,977	)	$	(204,917,779	)
Class B
Sold		371,517		$	4,393,302			323,167		$	8,403,941
Dividends and/or distributions reinvested		—			—			832,184			21,844,866
Redeemed		(1,565,674	)		(17,021,482	)1		(1,938,637	)		(47,098,049	)2
Net decrease		(1,194,157	)	$	(12,628,180	)		(783,286	)	$	(16,849,242	)
Class C
Sold		722,723		$	8,279,391			1,085,351		$	28,329,591
Dividends and/or distributions reinvested		—			—			1,859,940			48,770,086
Redeemed		(4,317,741	)		(44,596,422	)1		(4,957,486	)		(113,707,232	)2
Net decrease		(3,595,018	)	$	(36,317,031	)		(2,012,195	)	$	(36,607,555	)
Class N
Sold		1,105,411		$	12,181,937			855,667		$	22,022,347
Dividends and/or distributions reinvested		—			—			560,798			14,917,623
Redeemed		(1,317,031	)		(15,860,168	)1		(1,639,481	)		(37,789,188	)2
Net decrease		(211,620	)	$	(3,678,231	)		(223,016	)	$	(849,218	)
Class Y
Sold		10,824,701		$	132,999,727			6,986,567		$	189,958,416
Dividends and/or distributions reinvested		143,078			1,226,181			3,179,109			87,163,029
Redeemed		(9,606,249	)		(110,067,633	)1		(5,169,413	)		(116,374,550	)2
Net increase		1,361,530		$	24,158,275			4,996,263		$	160,746,895

1.	Net of redemption fees of $8,728, $694, $1,625, $492 and $3,456 for Class A, Class B, Class C, Class N and Class Y, respectively.
2.	Net of redemption fees of $43,114, $3,114, $7,909, $1,941 and $11,661 for Class A, Class B, Class C, Class N and Class Y, respectively.

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended August 31, 2009, were as follows:

	Purchases		Sales
Investment securities	$	952,464,097	$	1,107,733,456

F24 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

4. Fees and Other Transactions with Affiliates

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

Fee Schedule
Up to $250 million	0.80	%
Next $250 million	0.77
Next $500 million	0.75
Next $1 billion	0.69
Next $4 billion	0.67
Over $6 billion	0.65

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended August 31, 2009, the Fund paid $2,185,639 to OFS for services to the Fund.

     Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

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

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the 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 N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must

F25 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at June 30, 2009 were as follows:

Class C	$	2,209,116
Class N		721,852

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

			Class A		Class B		Class C		Class N
	Class A		Contingent		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
	Retained by		Retained by		Retained by		Retained by		Retained by
Year Ended	Distributor		Distributor		Distributor		Distributor		Distributor
August 31, 2009	$	63,172	$	19,185	$	116,738	$	8,763	$	432

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time.

During the year ended August 31, 2009, OFS waived transfer and shareholder servicing agent fees as follows:

Class A	$	207,713
Class B		89,952
Class C		62,871
Class N		83,006

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 IMMF. During the year ended August 31, 2009, the Manager waived $13,779 for IMMF management fees.

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk

F26 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.

Market Risk Factors. In pursuit of its investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risk factors:

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.

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

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.

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

Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

     Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.

     Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and

F27 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be credit-worthy at the time of the transaction. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to net unrealized appreciation and depreciation for positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

Credit Related Contingent Features. During the period, the Fund had several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s ISDA master agreements which govern positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty. As of period end, the Fund had not entered into any such transactions.

Foreign Currency Exchange Contracts

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

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

     The Fund has purchased and sold foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.

F28 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

     Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default. If the counter-party defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

Option Activity

The Fund may buy and sell put and call options, or write put and covered call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option.

     Options are valued daily based upon the last sale price on the principal exchange on which the option is traded. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.

     Securities designated to cover outstanding call or put options are noted in the Statement of Investments where applicable. Options written are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities.

     The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.

     As of August 31, 2009, the Fund had no outstanding option contracts.

6. Illiquid Securities

As of August 31, 2009, investments in securities included issues that are illiquid. Investments may be illiquid because they do not have an active trading market, making it difficult to value them or dispose of them promptly at an acceptable price. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid securities. Securities that are illiquid are marked with an applicable footnote on the Statement of Investments.

7. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through October 20, 2009, the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

F29 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

NOTES TO FINANCIAL STATEMENTS Continued

8. Pending Litigation

During 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not against the Fund). The lawsuits naming the Defendant Funds also name certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits against the Defendant Funds raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     A lawsuit has been brought in state court against the Manager, the Distributor and another subsidiary of the Manager (but not against the Fund), on behalf of the Oregon College Savings Plan Trust, and other lawsuits have been brought in state court against the Manager and that subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. All of these lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

     Other lawsuits have been filed in 2008 and 2009 in state and federal courts, by investors who made investments through an affiliate of the Manager, against the Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

     The Manager believes that the lawsuits described above are without legal merit and intends to defend them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits vigorously on behalf of those Funds, their boards and the Trustees named in those suits. While it is premature to render any opinion as to the likelihood of an outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.

F30 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer International Small Company Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer International Small Company Fund, including the statement of investments, as of August 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2009, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer International Small Company Fund as of August 31, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp
Denver, Colorado
October 20, 2009

F31 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2009, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2008. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

     None of the dividends paid by the Fund during the fiscal year ended August 31, 2009 are eligible for the corporate dividend-received deduction.

     A portion, if any, of the dividends paid by the Fund during the fiscal year ended August 31, 2009 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $4,714,348 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2009, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

     Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended August 31, 2009, $172,884 or 9.67% of the ordinary distributions paid by the Fund qualifies as an interest related dividend.

     The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis for an aggregate amount of $559,694 of foreign income taxes paid by the Fund during the fiscal year ended August 31, 2009. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

     Gross income of $3,640,834 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.

25 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. 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, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

     The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its 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 Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

     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 and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio manager and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. 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 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. The Manager also provides the Fund with office space, facilities and equipment.

26 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

     The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty 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 Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Rohit Sah, the portfolio manager for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

     Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load international small/mid-cap growth funds (including both funds advised by the Manager and funds advised by other investment advisers). The Board noted that the Fund’s one-year, three-year, five-year and ten-year performance was below its peer group median.

     Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund, other international small/mid-cap growth funds and other funds with comparable asset levels and distribution features. The Board noted that the Fund’s contractual and actual management fees and total expenses were lower than its peer group median.

27 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

     Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies 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 Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

     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 Manager 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, at meetings in June 2009, the Board, including a majority of the independent Trustees, decided to continue the Agreement for the period through November 30, 2009. In arriving at this decision, the Board did not single out 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 Agreement, including the management fee, in light of all of the surrounding circumstances.

28 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

Householding—Delivery of Shareholder Documents

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

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

29 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age	Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2005) Age: 66	Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999- September 2004). Oversees 60 portfolios in the OppenheimerFunds complex.
David K. Downes, Trustee (since 2007) Age: 69	Independent Chairman GSK Employee Benefit Trust (since April 2006); Director of Correctnet (January 2006-2007); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); Director of Internet Capital Group (information technology company) (since October 2003); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm):
	Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 60 portfolios in the OppenheimerFunds complex.
Matthew P. Fink, Trustee (since 2005) Age: 68	Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 60 portfolios in the OppenheimerFunds complex.

30 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Name, Position(s) Held with the	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age	Held; Number of Portfolios in the Fund Complex Currently Overseen
Phillip A. Griffiths, Trustee (since 1999) Age: 70	Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 60 portfolios in the OppenheimerFunds complex.
Mary F. Miller, Trustee (since 2004) Age: 66	Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 60 portfolios in the OppenheimerFunds complex.
Joel W. Motley, Trustee (since 2002) Age: 57	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 of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 60 portfolios in the OppenheimerFunds complex.
Mary Ann Tynan, Trustee (since 2008) Age: 63	Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospital (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 60 portfolios in the OppenheimerFunds complex.
Joseph M. Wikler, Trustee (since 2005) Age: 68	Director of C-TASC (bio-statistics services (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 60 portfolios in the OppenheimerFunds complex.
Peter I. Wold, Trustee (since 2005) Age: 61	Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 60 portfolios in the OppenheimerFunds complex.

31 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Name, Position(s) Held with the	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age	Held; Number of Portfolios in the Fund Complex Currently Overseen
INTERESTED TRUSTEE	The address of Mr. Reynolds is 6803 S. Tucson Way, Centennial, Colorado 80112- 3924. Mr. Reynolds serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Reynolds is an “Interested Trustee” because of a potential con- sulting relationship between RSR Partners, which Mr. Reynolds may be deemed to control, and the Manager.
Russell S. Reynolds, Jr., Trustee (since 1997) Age: 77	Chairman of RSR Partners (formerly “The Directorship Search Group, Inc.”) (corporate governance consulting and executive recruiting) (since 1993); Retired CEO of Russell Reynolds Associates (executive recruiting) (October 1969-March 1993); Life Trustee of International House (non-profit educational organization); Former Trustee of The Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association. Oversees 60 portfolios in the OppenheimerFunds complex.
INTERESTED TRUSTEE AND OFFICER	The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.
John V. Murphy, Trustee, President and Principal Executive Officer (since 2001) Age: 60	Chairman and Director of the Manager (since June 2001); Chief Executive Officer of the Manager (June 2001-December 2008); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation and Trinity Investment Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Chairman (since October 2007) and Member of the Investment Company Institute’s Board of Governors (since October 2003). Oversees 98 portfolios in the OppenheimerFunds complex.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Sah and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281- 1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Rohit Sah, Vice President and Portfolio Manager (since 2004) Age: 43	Vice President of the Manager (since January 2004); Assistant Vice President and Assistant Portfolio Manager of the Manager (December 2000-December 2003). A fixed-income analyst of the Manager (June 1996-December 2000). An officer of 1 portfolio in the OppenheimerFunds complex.

32 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Name, Position(s) Held with the	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age	Held; Number of Portfolios in the Fund Complex Currently Overseen
Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 58	Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997- February 2004). An officer of 98 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 49	Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 98 portfolios in the OppenheimerFunds complex.
Robert G. Zack, Vice President and Secretary (since 2001) Age: 61	Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985- December 2003). An officer of 98 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request, by calling 1.800.525.7048.

33 | OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $27,300 in fiscal 2009 and $30,500 in fiscal 2008.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed $211,540 in fiscal 2009 and $310,000 in fiscal 2008 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: internal control reviews, audit of capital accumulation plan and professional services for FAS 157.

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $28,533 in fiscal 2009 and $39,838 in fiscal 2008.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax 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 during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(e)	(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.
	The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.
	Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.
	(2) 100%
(f)	Not applicable as less than 50%.
(g)	The principal accountant for the audit of the registrant’s annual financial statements billed $240,073 in fiscal 2009 and $349,838 in fiscal 2008 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.
(h)	The registrant’s audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable.
b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

1.

The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.

The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3. The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

• the name, address, and business, educational, and/or other pertinent background of the person being recommended;

• a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

• any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

• the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

	The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.
4.	Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”
5.	Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 08/31/2009, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial

officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12. Exhibits.

(a)	(1) Exhibit attached hereto.
	(2) Exhibits attached hereto.
	(3) Not applicable.
(b)	Exhibit attached hereto.

SIGNATURES

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

Oppenheimer International Small Company Fund

By:	/s/ John V. Murphy John V. Murphy
	Principal Executive Officer
Date: 10/09/2009

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

By:	/s/ John V. Murphy John V. Murphy
	Principal Executive Officer
Date: 10/09/2009
By:	/s/ Brian W. Wixted Brian W. Wixted
	Principal Financial Officer
Date: 10/09/2009

EX-99.CODE ETH

EX-99.CODE ETH

CODE OF ETHICS
FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS

OF THE OPPENHEIMER FUNDS

AND OF OPPENHEIMERFUNDS, INC.

          This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the “Code”) has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as “OFI”) acts as investment adviser (individually, a “Fund” and collectively, the “Funds”), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406.

          This Code applies to OFI’s and each Fund’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Covered Officers”). A listing of positions currently within the ambit of Covered Officers is attached as Exhibit A.¹

1. Purpose of the Code

          This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission (“SEC”) and in other public communications made by the Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of this Code to the Code Administrator identified below; and

• accountability for adherence to this Code.

¹ The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by OFI and the Funds under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code.

     In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund’s financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds’ business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

     It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI’s fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds.

2. Prohibitions

     The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders.

     No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders.

     No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations.

     No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund:

(i)	employ any device, scheme or artifice to defraud a Fund or its shareholders;
(ii)	intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to

	make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public;
(iii)	engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders;
(iv)	engage in any manipulative practice with respect to any Fund;
(v)	use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders;
(vi)	intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund;
(vii)	intentionally mislead or omit to provide material information to the Fund’s independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters;
(viii)	fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws;
(ix)	retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or
(x)	fails to acknowledge or certify compliance with this Code if requested to do so.

3. Reports of Conflicts of Interests

          If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer’s reasonable belief, the appearance of one, he or she must immediately report the matter to the Code’s Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI’s Chief Executive Officer.

          Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator

determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund’s Board of Trustees/Directors.

4. Waivers

          Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund.

     In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver:

(i) is prohibited by this Code;

(ii) is consistent with honest and ethical conduct; and

(iii) will result in a conflict of interest between the Covered Officer’s personal and professional obligations to a Fund.

          In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund’s Board of Trustees/Directors.

5. Reporting Requirements

     (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code.

     (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto.

     (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser.

     (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments.

     (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code.

     (f) Any changes to or waivers of this Code, including “implicit” waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.²

6. Annual Renewal

          At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund’s legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code.

7. Sanctions

          Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI.

8. Administration and Construction

(a)	The administration of this Code of Ethics shall be the responsibility of OFI’s General Counsel or his designee as the “Code Administrator” of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds.
(b)	The duties of such Code Administrator will include:

(i)	Continuous maintenance of a current list of the names of all Covered Officers;
(ii)	Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder;
(iii)	Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder;

² An “implicit waiver” is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, and an executive officer of the Fund or OFI.

(iv)	Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations;
(v)	Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and
(vi)	Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code.

          (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment.

9. Required Records

     The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred):

(a)	A copy of any Code which has been in effect during the period;
(b)	A record of any violation of any such Code and of any action taken as a result of such violation, during the period;
(c)	A copy of each annual report pursuant to the Code made by a Covered Officer during the period;
(d)	A copy of each report made by the Code Administrator pursuant to this Code during the period;
(e)	A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports;
(f)	A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and
(g)	A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision.

10. Amendments and Modifications

     Other than non-substantive or administrative changes, this Code may not be amended or modified unless approved or ratified by the Board of Trustees/Directors of each Fund.

11. Confidentiality.

     This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process.

Dated as of: June 25, 2003, as revised August 30, 2006.

Exhibit A

Positions Covered by this Code of Ethics for Senior Officers

Each Oppenheimer or Centennial fund
Principal Executive Officer
Principal Financial Officer
Treasurer
Assistant Treasurer

Personnel of OFI, who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including:
Chief Financial Officer
Treasurer
Senior Vice President/Fund Accounting
Vice President/Fund Accounting

EX-99.CERT

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, John V. Murphy, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer International Small Company Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 10/09/2009

/s/ John V. Murphy John V. Murphy

Principal Executive Officer

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Brian W. Wixted, certify that:

1.	I have reviewed this report on Form N-CSR of Oppenheimer International Small Company Fund;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period

covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: 10/09/2009

/s/ Brian W. Wixted Brian W. Wixted

Principal Financial Officer

EX-99.906CERT

EX-99.906CERT

Section 906 Certifications

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

John V. Murphy, Principal Executive Officer, and Brian W. Wixted, Principal Financial Officer, of Oppenheimer International Small Company Fund (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended 08/31/2009 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Principal Executive Officer	Principal Financial Officer
Oppenheimer International	Oppenheimer International
Small Company Fund	Small Company Fund
/s/ John V. Murphy	/s/ Brian W. Wixted
John V. Murphy	Brian W. Wixted
Date: 10/09/2009	Date: 10/09/2009