N-CSRS 1 d431779dncsrs.htm OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND Oppenheimer International Diversified Fund

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-21775

Oppenheimer International Diversified Fund

 

(Exact name of registrant as specified in charter)

 

6803 South Tucson Way, Centennial, Colorado 80112-3924

 

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

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: April 30

Date of reporting period: 10/31/2012

 

 

 


Item 1. Reports to Stockholders.


   
10   31   2012

SEMIANNUAL REPORT

Oppenheimer International Diversified Fund

LOGO


Table of Contents

 

Fund Performance Discussion      3   
Top Holdings and Allocations      5   
Fund Expenses      8   
Statement of Investments      10   
Statement of Assets and Liabilities      11   
Statement of Operations      13   
Statements of Changes in Net Assets      15   
Financial Highlights      16   
Notes to Financial Statements      22   
Board Approval of the Fund’s Investment Advisory Agreement      33   
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments      36   
Trustees and Officers      37   
Privacy Policy      38   

 


 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 10/31/12

 

    Class A Shares of the  Fund

    MSCI All
Country
World  ex
USA Index
    MSCI
EAFE
Index
    MSCI
World
Index
 
    Without Sales Charge     With Sales Charge        
6-Month     3.72     –2.25     1.21     2.12     1.77
1-Year     8.35        2.12        3.98        4.61        9.45   
5-Year     –2.41        –3.56        –5.08        –5.81        –2.87   
Since Inception (9/27/05)     5.31        4.43        3.59        2.19        3.19   

 

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. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods less than one year are cumulative and not annualized.

 

2   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


Fund Performance Discussion

 

The Fund’s Class A shares (without sales charge) produced a total return of 3.72% during the six-month reporting period ended October 31, 2012. On a relative basis, the Fund outperformed the MSCI All Country World ex USA Index, the MSCI EAFE Index and the MSCI World Index, which returned 1.21%, 2.12% and 1.77%, respectively, during the reporting period.

 

MARKET OVERVIEW

During the reporting period, global equity markets generally experienced muted gains despite sustained macroeconomic concerns. The period began in the midst of a volatile time for global markets. The fear of contagion from the worsening European sovereign debt crisis and a recession across much of Europe drove negative market sentiment, particularly over May and June. Very high unemployment, soaring debt and higher borrowing costs in Greece, Spain and Italy contributed to serious questions over how to implement austerity measures, restructure debt or instead take a different tact and provide some or all of those countries with additional funds. Perhaps most worrisome of all to investors was the possibility of Greece pulling out of the euro and its ramifications for the future of the Eurozone and its common currency. In the U.S., slower than expected first quarter growth also contributed to a sell-off in the U.S. stock market. Consumer confidence dropped as U.S. unemployment figures ticked slightly upwards after showing signs of improvement from the recession highs.

 

The markets generally rallied for the remainder of the reporting period, as

increased stimulus measures taken by the European Central Bank (ECB) and the U.S. Federal Reserve (the “Fed”) helped boost global equity markets during the third quarter. The ECB committed to potentially unlimited bond purchases to ease financing pressure on countries like Spain and Italy. Under the plan, these and other members of the European Union (excluding Greece) will be able to maintain access to funding at sustainable interest rates, on the condition that they continue with strict reform programs. In the U.S., the Fed introduced a third round of quantitative easing (QE3), under which it announced plans to purchase mortgage-backed bonds on a monthly basis until the labor market shows signs of substantial improvement. While these actions boosted the markets during the reporting period, a number of concerns throughout the globe remained, including slowing growth in China, continued European debt concerns and worries over the so-called fiscal cliff in the U.S. as politicians began discussions over expiring tax cuts and revenue shortfalls.

 

FUND PERFORMANCE1

The Fund’s diversified portfolio consisted primarily of six Oppenheimer mutual funds:

 

 

1. The Fund invested in Class Y shares of all underlying funds discussed in this Fund Performance Discussion, except for Oppenheimer Master International Value Fund, LLC, which does not offer Class Y shares.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     3   


on the equity side, Oppenheimer International Growth Fund, Oppenheimer International Value Fund, Oppenheimer Master International Value Fund, LLC, Oppenheimer Developing Markets Fund and Oppenheimer International Small Company Fund. On the fixed-income side, the Fund invested in Oppenheimer International Bond Fund. Each of the underlying funds outperformed their respective benchmarks during the period.

 

Within the equity component of the Fund, Oppenheimer International Growth Fund gained 2.81% during the reporting period and outperformed the MSCI EAFE Index, which gained 2.12%. This underlying fund’s positive performance was driven by investments in the consumer discretionary and health care sectors. Oppenheimer International Value Fund and Oppenheimer Master International Value Fund, LLC, produced total returns of 6.22% and 6.26%, respectively, and also outperformed the MSCI EAFE Index. These two underlying funds received their strongest contributions to return from the financials sector. Oppenheimer Developing Markets Fund gained 2.48%, outperforming its benchmark, the MSCI Emerging Markets Index, which produced a negative return of 1.25%. This underlying fund’s positive security selection within financials, consumer staples and consumer discretionary resulted in its solid performance relative to its benchmark. Oppenheimer International Small Company

Fund returned 3.18% and outperformed the MSCI All Country World Ex U.S. Small Cap Net Index, which lost 0.28%. The positive results and outperformance of this underlying fund was driven by its investments in health care. This underlying fund also outperformed the MSCI EAFE Index.

 

On the fixed-income side, Oppenheimer International Bond Fund gained 4.78%, outperforming the Citigroup Non-U.S. Dollar World Government Bond Index, which returned 1.80%. This underlying fund’s exposure to emerging markets bonds and positive security selection drove its performance this period.

 

STRATEGY & OUTLOOK

We continue to seek to provide investors with exposure to multiple international asset classes and the aptitude to take advantage of global economic shifts. The Fund’s comprehensive approach to international investing spreads out factor risks associated with market capitalizations, investment styles, sectors, regions and countries, and equity and fixed income asset classes. Through this approach, we seek to provide an attractive balance between risk and reward.

 

LOGO  

LOGO

George R. Evans

Portfolio Manager

 

 

4   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


Top Holdings and Allocations

 

ASSET CLASS ALLOCATION

 

Foreign Equity Funds      

Oppenheimer International Growth Fund, Cl. Y

    31.3

Oppenheimer Master International Value Fund, LLC

    18.4   

Oppenheimer Developing Markets Fund, Cl. Y

    15.4   

Oppenheimer International Small Company Fund, Cl. Y

    15.0   

Oppenheimer International Value Fund, Cl. Y

    10.1   
Foreign Fixed Income Funds      

Oppenheimer International Bond Fund, Cl. Y

    9.8   

 

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2012, and are based on the total market value of investments.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     5   


Share Class Performance

 

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE

 

    Inception Date      6-Month     1-Year     5-Year     Since Inception  
Class A (OIDAX)     9/27/05         3.72     8.35     –2.41     5.31
Class B (OIDBX)     9/27/05         3.26     7.36     –3.26     4.55
Class C (OIDCX)     9/27/05         3.34     7.63     –3.15     4.52
Class I (OIDIX)     8/28/12         N/A        N/A        N/A        5.42
Class N (OIDNX)     9/27/05         3.49     7.99     –2.73     4.98
Class Y (OIDYX)     9/27/05         3.85     8.59     –2.11     5.67
AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE   
    Inception Date      6-Month     1-Year     5-Year     Since Inception  
Class A (OIDAX)     9/27/05         –2.25     2.12     –3.56     4.43
Class B (OIDBX)     9/27/05         –1.75     2.36     –3.61     4.55
Class C (OIDCX)     9/27/05         2.34     6.63     –3.15     4.52
Class I (OIDIX)     8/28/12         N/A        N/A        N/A        5.42
Class N (OIDNX)     9/27/05         2.49     6.99     –2.73     4.98
Class Y (OIDYX)     9/27/05         3.85     8.59     –2.11     5.67

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. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and Class N shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I and Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the since inception return for Class B shares uses Class A performance for the period after conversion. Returns for periods less than one year are cumulative and not annualized.

The Fund’s performance is compared to the performance of the MSCI All Country World ex USA Index, the MSCI EAFE Index and the MSCI World Index. The MSCI All Country World ex USA Index is a market capitalization-weighted index designed to measure equity market performance in certain global developed and emerging markets, excluding the United States. 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 World

 

6   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


Index is an index of issuers listed on the stock exchanges of a select number of foreign countries and the U.S. The indices are unmanaged and cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices.

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.

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

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

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     7   


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 (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 October 31, 2012.

 

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), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions 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.

 

8   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


Fund Expenses

 

Actual   Beginning
Account
Value
May 1, 2012
    Ending
Account
Value
October 31, 2012
    Expenses
Paid During
6 Months Ended
October 31, 20121,2
 
Class A   $ 1,000.00      $ 1,037.20      $ 3.60   
Class B     1,000.00        1,032.60        8.18   
Class C     1,000.00        1,033.40        7.46   
Class I     1,000.00        1,054.20        0.86   
Class N     1,000.00        1,034.90        5.24   
Class Y     1,000.00        1,038.50        2.47   
Hypothetical
(5% return before expenses)
                 
Class A     1,000.00        1,021.68        3.57   
Class B     1,000.00        1,017.19        8.12   
Class C     1,000.00        1,017.90        7.40   
Class I     1,000.00        1,022.84        2.40   
Class N     1,000.00        1,020.06        5.21   
Class Y     1,000.00        1,022.79        2.45   

 

1. Actual expenses paid for Classes A, B, C, N and Y 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). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 65/365 to reflect the period from August 28, 2012 (inception of offering) to October 31, 2012.

2. Hypothetical expenses paid for all classes 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 incurred through in the Fund’s investments in the underlying funds, based on the 6-month period ended October 31, 2012 for Classes A, B, C, N and Y and for the period from August 28, 2012 (inception of offering) to October 31, 2012 for Class I are as follows:

 

Class    Expense Ratios  
Class A      0.70
Class B      1.59   
Class C      1.45   
Class I      0.47   
Class N      1.02   
Class Y      0.48   

 

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

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     9   


STATEMENT OF INVESTMENTS    October 31, 2012 / Unaudited

 

    Shares     Value  
                 
Investment Companies—100.1%1                
Foreign Equity Funds—90.3%                
Oppenheimer Developing Markets Fund, Cl. Y     8,814,231      $ 298,626,144   
Oppenheimer International Growth Fund, Cl. Y     20,590,030        609,670,775   
Oppenheimer International Small Company Fund, Cl. Y     13,435,190        292,484,096   
Oppenheimer International Value Fund, Cl. Y     13,406,470        196,941,040   
Oppenheimer Master International Value Fund, LLC     40,506,080       

357,535,036

  

              1,755,257,091   
Foreign Fixed Income Fund—9.8%                
Oppenheimer International Bond Fund, Cl. Y     29,006,005        189,989,334   
Total Investments, at Value (Cost $1,624,490,961)     100.1     1,945,246,425   
Liabilities in Excess of Other Assets     (0.1     (1,665,455
   


Net Assets     100.0   $ 1,943,580,970   
   


 


 

Footnotes to Statement of Investments

1. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2012, 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
April 30, 2012
  Gross
Additions
  Gross
Reductions
  Shares
October 31, 2012
Oppenheimer Developing Markets Fund, Cl. Y       9,205,750         144,532         536,051         8,814,231  
Oppenheimer Institutional Money Market Fund, Cl. E       1,324,259         61,711,499         63,035,758          
Oppenheimer International Bond Fund, Cl. Y       29,710,642         1,080,526         1,785,163         29,006,005  
Oppenheimer International Growth Fund, Cl. Y       21,482,679         330,914         1,223,563         20,590,030  
Oppenheimer International Small Company Fund, Cl. Y       14,049,398         228,392         842,600         13,435,190  
Oppenheimer International Value Fund, Cl. Y       13,406,470                         13,406,470  
Oppenheimer Master International Value Fund, LLC       43,545,916         2,813,698         5,853,534         40,506,080  
        Value   Income   Realized
Gain (Loss)
Oppenheimer Developing Markets Fund, Cl. Y               $ 298,626,144       $       $ (2,039,453 )
Oppenheimer Institutional Money Market Fund, Cl. E                         1,215          
Oppenheimer International Bond Fund, Cl. Y                 189,989,334         3,862,496         (60,752 )
Oppenheimer International Growth Fund, Cl. Y                 609,670,775                 (446,673 )
Oppenheimer International Small Company Fund, Cl. Y                 292,484,096                 (4,150,728 )
Oppenheimer International Value Fund, Cl. Y                 196,941,040                  
Oppenheimer Master International Value Fund, LLC                 357,535,036         4,810,803 a       8,589,683 a
               


                $ 1,945,246,425       $ 8,674,514       $ 1,892,077  
               


a. Represents the amount allocated to the Fund from Oppenheimer Master International Value Fund, LLC.

 

See accompanying Notes to Financial Statements.

 

 

10   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


STATEMENT OF ASSETS AND LIABILITIES    October 31, 2012 / Unaudited

 

Assets      
Investments, at value—see accompanying statement of investments—affiliated companies (cost $1,624,490,961)   $ 1,945,246,425   
Receivables and other assets:        
Shares of beneficial interest sold     3,664,261   
Investments sold     1,022,416   
Dividends     666,254   
Other    

76,696

  

Total assets     1,950,676,052   
Liabilities      
Bank overdraft     220,946   
Payables and other liabilities:        
Shares of beneficial interest redeemed     5,175,438   
Investments purchased     666,274   
Transfer and shareholder servicing agent fees     462,979   
Distribution and service plan fees     358,785   
Trustees’ compensation     135,779   
Shareholder communications     48,420   
Other    

26,461

  

Total liabilities     7,095,082   
Net Assets   $

1,943,580,970

  

Composition of Net Assets      
Par value of shares of beneficial interest   $ 166,630   
Additional paid-in capital     2,245,233,552   
Accumulated net investment income     24,062,481   
Accumulated net realized loss on investments     (646,637,157
Net unrealized appreciation on investments    

320,755,464

  

Net Assets   $

1,943,580,970

  

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     11   


STATEMENT OF ASSETS AND LIABILITIES     Continued

 

Net Asset Value Per Share      
Class A Shares:        
Net asset value and redemption price per share (based on net assets of $1,132,929,854 and 96,660,984 shares of beneficial interest outstanding)   $ 11.72   
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)   $ 12.44   
Class B Shares:        
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $89,365,111 and 7,825,453 shares of beneficial interest outstanding)   $ 11.42   
Class C Shares:        
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $356,988,661 and 31,185,890 shares of beneficial interest outstanding)   $ 11.45   
Class I Shares:        
Net asset value, redemption price and offering price per share (based on net assets of $10,542 and 889 shares of beneficial interest outstanding)   $ 11.86   
Class N Shares:        
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $115,501,196 and 9,973,004 shares of beneficial interest outstanding)   $ 11.58   
Class Y Shares:        
Net asset value, redemption price and offering price per share (based on net assets of
$248,785,606 and 20,983,696 shares of beneficial interest outstanding)
  $ 11.86   

 

See accompanying Notes to Financial Statements.

 

 

12   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


STATEMENT OF OPERATIONS    For the Six Months Ended October 31, 2012 / Unaudited

 

Allocation of Income and Expenses from Master Fund1      
Net investment income allocated from Oppenheimer Master International Value Fund, LLC:        
Dividends (net of foreign withholding taxes of $893,917)   $ 4,810,803   
Expenses2    

   (1,493,460



Net investment income from Oppenheimer Master International Value Fund, LLC     3,317,343   
Investment Income      
Dividends from affiliated companies     3,863,711   
Interest     516   
Other income    

22,903

  

Total investment income     3,887,130   
Expenses      
Distribution and service plan fees:        
Class A     1,374,988   
Class B     460,692   
Class C     1,740,486   
Class N     277,408   
Transfer and shareholder servicing agent fees:        
Class A     1,479,516   
Class B     233,721   
Class C     463,543   
Class I     1   
Class N     195,519   
Class Y     340,198   
Shareholder communications:        
Class A     94,063   
Class B     25,212   
Class C     35,318   
Class N     5,268   
Class Y     8,458   
Trustees’ compensation     21,780   
Custodian fees and expenses     5,368   
Administration service fees     750   
Other    

47,915

  

Total expenses     6,810,204   
Less waivers and reimbursements of expenses    

(49,681



Net expenses     6,760,523   
Net Investment Income     443,950   

1. The Fund invests in an affiliated mutual fund that expects to be treated as a partnership for tax purposes. See Note 1 of the accompanying Notes.

2. Net of expense waivers and/or reimbursements of $46,730.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     13   


STATEMENT OF OPERATIONS     Continued

 

Realized and Unrealized Gain (Loss)      
Net realized loss on investments from affiliated companies   $ (6,697,606
Net realized gain allocated from Oppenheimer Master International Value Fund, LLC    

8,589,683

  

Total net realized gain     1,892,077   
Net change in unrealized appreciation/depreciation on investments     55,247,460   
Net change in unrealized appreciation/deprecation allocated from Oppenheimer Master International Value Fund, LLC    

9,115,299

  

Net change in unrealized appreciation/depreciation     64,362,759   
Net Increase in Net Assets Resulting from Operations   $

66,698,786

  

See accompanying Notes to Financial Statements.

 

 

14   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


STATEMENTS OF CHANGES IN NET ASSETS    

 

    Six Months
Ended
October 31,
2012
(Unaudited)
    Year Ended
April 30,
2012
 
Operations            
Net investment income   $ 443,950      $ 33,860,957   
Net realized gain (loss)     1,892,077        (100,859,257
Net change in unrealized appreciation/depreciation    

64,362,759

  

   

(183,433,430



Net increase (decrease) in net assets resulting from operations     66,698,786        (250,431,730
Dividends and/or Distributions to Shareholders                
Dividends from net investment income:                
Class A            (25,461,403
Class B            (1,467,412
Class C            (5,513,402
Class I              
Class N            (2,254,523
Class Y    



  

   

(4,606,548



             (39,303,288
Beneficial Interest Transactions            
Net increase (decrease) in net assets resulting from beneficial interest transactions:                
Class A     (60,588,386     67,897,348   
Class B     (17,239,266     (17,423,587
Class C     (24,132,336     (35,880,056
Class I     10,000          
Class N     (4,398,318     9,357,270   
Class Y    

24,464,051

  

   

32,847,886

  

      (81,884,255     56,798,861   
Net Assets            
Total decrease     (15,185,469     (232,936,157
Beginning of period    

1,958,766,439

  

   

2,191,702,596

  

End of period (including accumulated net investment income
of $24,062,481 and $23,618,531, respectively)
  $

1,943,580,970

  

  $

1,958,766,439

  

See accompanying Notes to Financial Statements.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     15   


FINANCIAL HIGHLIGHTS    

 

    Six Months
Ended
October 31, 2012
    Year Ended
April 30,
    Year Ended
April 29,
    Year Ended April 30,  
Class A   (Unaudited)     2012     20111     2010     2009     2008  
                               
Per Share Operating Data  
Net asset value, beginning of period   $ 11.30      $ 13.03      $ 11.04      $ 7.57      $ 12.86      $ 13.74   
Income (loss) from investment operations:                                           
Net investment income2     .01        .22        .30        .20        .19        .30   
Net realized and unrealized gain (loss)    

.41

  

   

(1.69



   

1.93

  

   

3.49

  

   

(5.05



   

(.61



Total from investment operations     .42        (1.47     2.23        3.69        (4.86     (.31
Dividends and/or distributions to shareholders:                   
Dividends from net investment income            (.26     (.24     (.22            (.44
Distributions from net realized gain    



  

   



  

   



  

   



  

   

(.43



   

(.13



Total dividends and/or distributions to shareholders            (.26     (.24     (.22     (.43     (.57
Net asset value, end of period   $

11.72

  

  $

11.30

  

  $

13.03

  

  $

11.04

  

  $

7.57

  

  $

12.86

  

Total Return, at Net Asset Value3     3.72     (11.09 )%      20.31     48.79     (37.65 )%      (2.50 )% 
                                                 
Ratios/Supplemental Data                                    
Net assets, end of period (in thousands)     $1,132,930        $1,153,159        $1,251,013        $910,248        $514,535        $1,142,139   
Average net assets (in thousands)     $1,103,829        $1,116,268        $1,016,021        $744,582        $738,073        $1,004,386   
Ratios to average net assets:4,5                                                
Net investment income     0.22     1.99     2.56     2.02     2.03     2.21
Total expenses6     0.70     0.68     0.67     0.68     0.60     0.43
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses     0.70     0.68     0.67     0.68     0.57     0.39
Portfolio turnover rate     2 %       13 %       5 %       9 %       34 %       6 %  

 

1. April 29, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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

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

4. Annualized for periods less than one full year.

5. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master International Value Fund, LLC.

6. Total expenses including indirect expenses from affiliated funds were as follows:

Six Months Ended October 31, 2012      1.41
Year Ended April 30, 2012      1.37
Year Ended April 29, 2011      1.34
Year Ended April 30, 2010      1.40
Year Ended April 30, 2009      1.42
Year Ended April 30, 2008      1.23

 

See accompanying Notes to Financial Statements.

 

 

16   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


    Six Months
Ended
October 31, 2012
    Year Ended
April 30,
    Year Ended
April 29,
    Year Ended April 30,  
Class B   (Unaudited)     2012     20111     2010     2009     2008  
                               
Per Share Operating Data  
Net asset value, beginning of period   $ 11.06      $ 12.73      $ 10.80      $ 7.42      $ 12.73      $ 13.63   
Income (loss) from investment operations:                                           
Net investment income (loss)2     (.04     .11        .18        .11        .11        .17   
Net realized and unrealized gain (loss)    

.40

  

   

(1.64



   

1.89

  

   

3.41

  

   

(4.99



   

(.59



Total from investment operations     .36        (1.53     2.07        3.52        (4.88     (.42
Dividends and/or distributions to shareholders:                   
Dividends from net investment income            (.14     (.14     (.14            (.35
Distributions from net realized gain    



  

   



  

   



  

   



  

   

(.43



   

(.13



Total dividends and/or distributions to shareholders            (.14     (.14     (.14     (.43     (.48
Net asset value, end of period   $

11.42

  

  $

11.06

  

  $

12.73

  

  $

10.80

  

  $

7.42

  

  $

12.73

  

Total Return, at Net Asset Value3     3.26     (11.87 )%      19.24     47.52     (38.19 )%      (3.32 )% 
                                                 
Ratios/Supplemental Data                                    
Net assets, end of period
(in thousands)
    $89,365        $104,293        $140,225        $120,338        $  81,764        $174,717   
Average net assets (in thousands)     $91,553        $115,004        $123,708        $108,398        $112,481        $156,641   
Ratios to average net assets:4,5                                                
Net investment income (loss)     (0.69 )%      1.04     1.63     1.13     1.18     1.24
Total expenses6     1.73     1.68     1.66     1.70     1.56     1.29
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses     1.59     1.57     1.57     1.54     1.43     1.26
Portfolio turnover rate     2 %       13 %       5 %       9 %       34 %       6 %  

 

1. April 29, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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

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

4. Annualized for periods less than one full year.

5. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master International Value Fund, LLC.

6. Total expenses including indirect expenses from affiliated funds were as follows:

Six Months Ended October 31, 2012      2.44
Year Ended April 30, 2012      2.37
Year Ended April 29, 2011      2.33
Year Ended April 30, 2010      2.42
Year Ended April 30, 2009      2.38
Year Ended April 30, 2008      2.09

 

See accompanying Notes to Financial Statements.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     17   


FINANCIAL HIGHLIGHTS    Continued

 

    Six Months
Ended
October 31, 2012
    Year Ended
April 30,
    Year Ended
April 29,
    Year Ended April 30,  
Class C   (Unaudited)     2012     20111     2010     2009     2008  
                               
Per Share Operating Data  
Net asset value, beginning of period   $ 11.08      $ 12.75      $ 10.83      $ 7.44      $ 12.74      $ 13.64   
Income (loss) from investment operations:                                           
Net investment income (loss)2     (.03     .13        .20        .12        .11        .20   
Net realized and unrealized gain (loss)    

.40

  

   

(1.64



   

1.88

  

   

3.42

  

   

(4.98



   

(.60



Total from investment operations     .37        (1.51     2.08        3.54        (4.87     (.40
Dividends and/or distributions to shareholders:                   
Dividends from net investment income            (.16     (.16     (.15            (.37
Distributions from net realized gain    



  

   



  

   



  

   



  

   

(.43



   

(.13



Total dividends and/or distributions to shareholders            (.16     (.16     (.15     (.43     (.50
Net asset value, end of period   $

11.45

  

  $

11.08

  

  $

12.75

  

  $

10.83

  

  $

7.44

  

  $

12.74

  

Total Return, at Net Asset Value3     3.34     (11.70 )%      19.25     47.65     (38.09 )%      (3.20 )% 
                                                 
Ratios/Supplemental Data                                    
Net assets, end of period (in thousands)     $356,989        $370,541        $468,816        $383,642        $240,961        $531,228   
Average net assets (in thousands)     $346,737        $389,384        $400,491        $330,282        $343,343        $459,758   
Ratios to average net assets:4,5                                                
Net investment income (loss)     (0.53 )%      1.16     1.76     1.22     1.25     1.46
Total expenses6     1.45     1.45     1.43     1.44     1.35     1.18
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses     1.45     1.45     1.43     1.44     1.33     1.15
Portfolio turnover rate     2 %       13 %       5 %       9 %       34 %       6 %  

 

1. April 29, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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

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

4. Annualized for periods less than one full year.

5. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master International Value Fund, LLC.

6. Total expenses including indirect expenses from affiliated funds were as follows:

Six Months Ended October 31, 2012      2.16
Year Ended April 30, 2012      2.14
Year Ended April 29, 2011      2.10
Year Ended April 30, 2010      2.16
Year Ended April 30, 2009      2.17
Year Ended April 30, 2008      1.98

 

See accompanying Notes to Financial Statements.

 

 

18   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


    Period Ended
October  31,
20121
 
Class I   (Unaudited)  
         
Per Share Operating Data      
Net asset value, beginning of period     $11.25   
Income (loss) from investment operations:        
Net investment income2     .03   
Net realized and unrealized gain     .58   
   


Total from investment operations     .61   
Dividends and/or distributions to shareholders:        
Dividends from net investment income       
Distributions from net realized gain       
   


Total dividends and/or distributions to shareholders       
Net asset value, end of period     $11.86   
   


         
Total Return, at Net Asset Value3     5.42
         
Ratios/Supplemental Data      
Net assets, end of period (in thousands)     $10   
Average net assets (in thousands)     $10   
Ratios to average net assets:4,5        
Net investment income     1.34
Total expenses6     0.47
Expenses after payments, waivers and/or reimbursements and reduction to
custodian expenses
7
    0.47
Portfolio turnover rate     2

 

1. For the period from August 28, 2012 (inception of offering) to October 31, 2012. See Note 1 of the accompanying Notes.

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

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

4. Annualized for periods less than one full year.

5. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master International Value Fund, LLC.

6. Total expenses including indirect expenses from affiliated funds were as follows:

Period Ended October 31, 2012      1.18

 

See accompanying Notes to Financial Statements.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     19   


FINANCIAL HIGHLIGHTS    Continued

 

    Six Months
Ended
October 31, 2012
    Year Ended
April 30,
    Year Ended
April 29,
    Year Ended April 30,  
Class N   (Unaudited)     2012     20111     2010     2009     2008  
                               
Per Share Operating Data  
Net asset value, beginning of period   $ 11.19      $ 12.89      $ 10.94      $ 7.51      $ 12.81      $ 13.70   
Income (loss) from investment operations:                                           
Net investment income (loss)2     (.01     .19        .25        .17        .17        .25   
Net realized and unrealized gain (loss)    

.40

  

   

(1.67



   

1.90

  

   

3.46

  

   

(5.04



   

(.60



Total from investment operations     .39        (1.48     2.15        3.63        (4.87     (.35
Dividends and/or distributions to shareholders:                   
Dividends from net investment income            (.22     (.20     (.20            (.41
Distributions from net realized gain    



  

   



  

   



  

   



  

   

(.43



   

(.13



Total dividends and/or distributions to shareholders            (.22     (.20     (.20     (.43     (.54
Net asset value, end of period   $

11.58

  

  $

11.19

  

  $

12.89

  

  $

10.94

  

  $

7.51

  

  $

12.81

  

Total Return, at Net Asset Value3     3.49     (11.28 )%      19.81     48.39     (37.87 )%      (2.79 )% 
                                                 
Ratios/Supplemental Data                                    
Net assets, end of period (in thousands)     $115,501        $116,120        $122,550        $91,748        $47,209        $70,481   
Average net assets (in thousands)     $110,850        $111,079        $101,565        $71,007        $54,203        $53,978   
Ratios to average net assets:4,5                                                
Net investment income (loss)     (0.10 )%      1.67     2.20     1.72     1.89     1.82
Total expenses6     1.02     1.00     1.04     1.02     0.97     0.75
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses     1.02     1.00     1.03     0.98     0.88     0.71
Portfolio turnover rate     2 %       13 %       5 %       9 %       34 %       6 %  

 

1. April 29, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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

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

4. Annualized for periods less than one full year.

5. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master International Value Fund, LLC.

6. Total expenses including indirect expenses from affiliated funds were as follows:

Six Months Ended October 31, 2012      1.73
Year Ended April 30, 2012      1.69
Year Ended April 29, 2011      1.71
Year Ended April 30, 2010      1.74
Year Ended April 30, 2009      1.79
Year Ended April 30, 2008      1.55

 

See accompanying Notes to Financial Statements.

 

 

20   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


    Six Months
Ended
October 31, 2012
    Year Ended
April 30,
    Year Ended
April 29,
    Year Ended April 30,  
Class Y   (Unaudited)     2012     20111     2010     2009     2008  
                               
Per Share Operating Data  
Net asset value, beginning of period   $ 11.42      $ 13.16      $ 11.16      $ 7.65      $ 12.93      $ 13.80   
Income (loss) from investment operations:                                           
Net investment income2     .02        .24        .35        .25        .24        .37   
Net realized and unrealized gain (loss)    

.42

  

   

(1.70



   

1.93

  

   

3.51

  

   

(5.09



   

(.63



Total from investment operations     .44        (1.46     2.28        3.76        (4.85     (.26
Dividends and/or distributions to shareholders:                   
Dividends from net investment income            (.28     (.28     (.25            (.48
Distributions from net realized gain    



  

   



  

   



  

   



  

   

(.43



   

(.13



Total dividends and/or distributions to shareholders            (.28     (.28     (.25     (.43     (.61
Net asset value, end of period   $

11.86

  

  $

11.42

  

  $

13.16

  

  $

11.16

  

  $

7.65

  

  $

12.93

  

Total Return, at Net Asset Value3     3.85     (10.85 )%      20.56     49.32     (37.36 )%      (2.17 )% 
                                                 
Ratios/Supplemental Data                                    
Net assets, end of period (in thousands)     $248,786        $214,653        $209,099        $78,793        $21,871        $28,223   
Average net assets (in thousands)     $219,319        $192,114        $122,708        $46,070        $24,956        $16,727   
Ratios to average net assets:4,5                                                
Net investment income     0.44     2.13     2.98     2.41     2.65     2.72
Total expenses6     0.48     0.49     0.42     0.29     0.22     0.10
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses     0.48     0.49     0.40     0.29     0.21     0.07
Portfolio turnover rate     2 %       13 %       5 %       9 %       34 %       6 %  

 

1. April 29, 2011 represents the last business day of the Fund’s 2011 fiscal year.

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

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

4. Annualized for periods less than one full year.

5. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master International Value Fund, LLC.

6. Total expenses including indirect expenses from affiliated funds were as follows:

Six Months Ended October 31, 2012      1.19
Year Ended April 30, 2012      1.18
Year Ended April 29, 2011      1.09
Year Ended April 30, 2010      1.01
Year Ended April 30, 2009      1.04
Year Ended April 30, 2008      0.90

 

See accompanying Notes to Financial Statements.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     21   


NOTES TO FINANCIAL STATEMENTS    Unaudited

 


 

1. Significant Accounting Policies

Oppenheimer International Diversified Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek high total return through both capital appreciation and income. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The Fund offers Class A, Class C, Class I, Class N and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares will be permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds will be allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class N shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Class I chares were first publicly offered on August 28, 2012.

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

 


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

 


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

 

 

22   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


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.

 


Investment in Oppenheimer Master Fund. The Fund is permitted to invest in entities sponsored and/or advised by the Manager or an affiliate. Certain of these entities in which the Fund invests are mutual funds registered under the Investment Company Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master International Value Fund, LLC (the “Master Fund”). The Master Fund has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Master Fund than in another, the Fund will have greater exposure to the risks of that Master Fund.

The investment objective of the Master Fund is to seek long-term capital appreciation by investing in common stocks of foreign companies that the Manager believes are undervalued. The Fund’s investment in the Master Fund is included in the Statement of Investments. The Fund recognizes income and gain (loss) on its investment in the Master Fund according to its allocated pro-rata share, based on its relative proportion of total outstanding Master Fund shares held, of the total net income earned and the net gain (loss) realized on investments sold by the Master Fund. As a shareholder, the Fund is subject to its proportional share of the Master Fund’s expenses, including its management fee.

 


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.

 

During the fiscal year ended April 30, 2012, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended April 30, 2012 capital loss carryforwards are included in the table below. Capital loss

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     23   


NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

 


 

1. Significant Accounting Policies Continued

 

carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

Expiring         
2017      $ 119,567,079   
2018        315,770,085   
No expiration        102,584,281   
      


Total      $ 537,921,445   
      


 

As of October 31, 2012, it is estimated that the capital loss carryforwards would be $435,337,164 expiring by 2018 and $100,692,204 which will not expire. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended October 31, 2012, it is estimated that the Fund will utilize $1,892,077 of capital loss carryforward to offset realized capital gains.

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.

 

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 October 31, 2012 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      $ 744,886,185   
      


Gross unrealized appreciation      $ 200,360,240   
Gross unrealized depreciation          
      


Net unrealized appreciation      $ 200,360,240   
      


 


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 six months ended October 31, 2012, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased      $ 6,753   
Payments Made to Retired Trustees          
Accumulated Liability as of October 31, 2012        67,618   

 

 

24   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


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

 


Investment Income. Dividend distributions received from the Underlying Funds are recorded on the ex-dividend date. Upon receipt of notification from an Underlying Fund, and subsequent to the ex-dividend date, some of the dividend income originally recorded by the Fund may be reclassified as a tax return of capital by reducing the cost basis of the Underlying Fund and/or increasing the realized gain on sales of investments in the Underlying Fund.

 


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 overdraft at a rate equal to the 1 Month LIBOR Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

 


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

 


Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     25   


NOTES TO FINANCIAL STATEMENTS     Unaudited / Continued

 


 

1. Significant Accounting Policies Continued

 

with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

 


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

 


2. Securities Valuation

The Fund calculates the net asset value of its shares based upon the net asset value of the applicable Underlying Fund. For each Underlying Fund, the net asset value per share for a class of shares is determined 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 by dividing the value of the Underlying Fund’s net assets attributable to that class by the number of outstanding shares of that class on that day.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

 

Valuations Methods and Inputs

To determine their net asset values, the Underlying Funds’ assets are valued primarily on the basis of current market quotations as generally supplied by third party portfolio pricing services or by dealers. Such market quotations are typically based on unadjusted quoted prices in active markets for identical securities or other observable market inputs.

The net asset value per share of the Subsidiary is determined as of the close of the Exchange, on each day the Exchange is open for trading. The net asset value per share is determined by dividing the value of the Subsidiary’s net assets by the number of shares that are outstanding. The Subsidiary values its investments in the same manner as the Fund as described above.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair

 

 

26   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those Underlying Funds.

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

 

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs 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 or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)   Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

 

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

The Fund classifies each of its investments in those Underlying Funds which are publicly offered and reported on an exchange as Level 1, and those Underlying Funds which are not publicly offered as Level 2, without consideration as to the classification level of the specific investments held by the Underlying Funds.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     27   


NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

 


 

2. Securities Valuation Continued

 

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of October 31, 2012 based on valuation input level:

     Level 1—
Unadjusted
Quoted Prices
   Level 2—
Other Significant
Observable Inputs
   Level 3—
Significant
Unobservable
Inputs
   Value
Assets Table                                            
Investments, at Value:                                            
Investment Companies      $ 1,587,711,389        $ 357,535,036        $        $ 1,945,246,425  
      


Total Assets      $ 1,587,711,389        $ 357,535,036        $        $ 1,945,246,425  
      


 

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.

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

 


3. Shares of Beneficial Interest

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

     Six Months Ended October 31, 20121      Year Ended April 30, 2012  
     Shares      Amount      Shares      Amount  
Class A                                    
Sold      10,872,450       $ 118,209,336         32,413,062       $ 363,447,167   
Dividends and/or
distributions reinvested
                     2,307,102         23,440,081   
Redeemed      (16,240,127      (178,797,722      (28,726,404      (318,989,900
    


Net increase (decrease)      (5,367,677    $ (60,588,386      5,993,760       $ 67,897,348   
    


                                     
Class B                                    
Sold      222,121       $ 2,325,454         1,535,604       $ 17,180,749   
Dividends and/or
distributions reinvested
                     141,148         1,407,220   
Redeemed      (1,823,562      (19,564,720      (3,267,211      (36,011,556
    


Net decrease      (1,601,441    $ (17,239,266      (1,590,459    $ (17,423,587
    


                                     
Class C                                    
Sold      1,956,536       $ 20,970,979         6,032,076       $ 66,690,656   
Dividends and/or
distributions reinvested
                     494,290         4,933,012   
Redeemed      (4,211,206      (45,103,315      (9,842,528      (107,503,724
    


Net decrease      (2,254,670    $ (24,132,336      (3,316,162    $ (35,880,056
    


 

 

28   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


     Six Months Ended October 31, 20121      Year Ended April 30, 2012  
     Shares      Amount      Shares      Amount  
Class I                                    
Sold      889       $ 10,000               $   
Dividends and/or distributions reinvested                                
Redeemed                                
    


Net increase      889       $ 10,000               $   
    


                                     
Class N                                    
Sold      1,450,132       $ 15,791,694         4,202,048       $ 46,598,904   
Dividends and/or distributions reinvested                      197,341         1,985,249   
Redeemed      (1,857,633      (20,190,012      (3,523,033      (39,226,883
    


Net increase (decrease)      (407,501    $ (4,398,318      876,356       $ 9,357,270   
    


                                     
Class Y                                    
Sold      6,208,809       $ 69,010,414         10,192,672       $ 115,650,090   
Dividends and/or distributions reinvested                      395,855         4,061,474   
Redeemed      (4,020,081      (44,546,363      (7,676,914      (86,863,678
    


Net increase      2,188,728       $ 24,464,051         2,911,613       $ 32,847,886   
    


1. For the six months ended October 31, 2012 for Class A, Class B, Class C, Class N and Class Y shares, and for the period from August 28, 2012 (inception of offering) to October 31, 2012 for Class I shares.

 


4. 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 six months ended October 31, 2012, were as follows:

       Purchases        Sales  
Investment securities      $ 34,398,210         $ 114,299,136   

 


5. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Manager does not charge a management fee, but rather collects indirect management fees from the Fund’s investments in the Underlying Funds. The weighted indirect management fees collected from the Fund’s investment in the Underlying Funds, as a percent of average daily net assets of the Fund for the six months ended October 31, 2012 was 0.71%. This amount is gross of any waivers or reimbursements of management fees implemented at the Underlying Fund level.

 


Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     29   


NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

 


 

5. Fees and Other Transactions with Affiliates Continued

 

 


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 six months ended October 31, 2012, the Fund paid $2,620,659 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 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 September 30, 2012 were as follows:

Class B      $ 696,421   
Class C        4,971,096   
Class N        1,287,565   

 

 

30   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


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.

Six Months Ended   

Class A

Front-End
Sales Charges
Retained by
Distributor

     Class A
Contingent
Deferred
Sales Charges
Retained by
Distributor
    

Class B

Contingent
Deferred
Sales Charges
Retained by
Distributor

     Class C
Contingent
Deferred
Sales Charges
Retained by
Distributor
     Class N
Contingent
Deferred
Sales Charges
Retained by
Distributor
 
October 31, 2012    $ 161,441       $ 1,150       $ 75,322       $ 9,856       $ 823   

 


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.

 

During the six months ended October 31, 2012, OFS waived transfer and shareholder servicing agent fees as follows:

Class B      $ 46,388   
Class N        3,293   

 

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

 


6. Pending Litigation

Since 2009, a number of class action lawsuits have been pending in federal courts against OppenheimerFunds, Inc., the Fund’s investment advisor (the “Manager”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by the Manager and distributed by the Distributor (the “Defendant Funds”). Several of these lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against the Manager and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     31   


NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

 


 

6. Pending Litigation Continued

 

these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of the Manager and assert 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 awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The settlement does not resolve other outstanding lawsuits against the Manager and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On July 15, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

The Manager believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending against them vigorously. While it is premature to render any opinion as to the 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 mutual funds.

 

 

32   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


BOARD APPROVAL OF THE FUND’S INVESTMENT

ADVISORY AGREEMENT    

 


 

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 to in-person meetings focused on this evaluation, 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, quality 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 asset allocation team, who provide research, analysis and other advisory services in regard to the Fund’s investments; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions; and risk management. 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.

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

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     33   


BOARD APPROVAL OF THE FUND’S INVESTMENT

ADVISORY AGREEMENT    Continued

 


 

that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal, compliance services and risk management, 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 George Evans, the portfolio manager for the Fund, and the experience of the portfolio managers and the investment performance of the investment companies in which the Fund may invest (the “Underlying Funds”). 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 and no-load international multi-cap core funds. The Board noted that the Fund’s three-year and five-year performance was better than its peer group median although its one-year performance was below its peer group median.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and its affiliates and the other expenses borne by the Fund. The Board noted that the Fund does not pay a direct management fee but that the Fund indirectly bears its share of the management fees of the Underlying Funds. 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 and other retail front-end load passively and actively managed affiliated international multi-cap core fund of funds with comparable asset levels and distribution features. The Board noted that the Fund’s total expenses were higher than its peer group median and average, although the Board also noted that the Fund did not charge contractual or actual management fees, while other funds in its expense group did charge such fees.

 

 

34   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


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 and the Underlying Funds, and the extent to which those economies of scale would benefit the Fund’s shareholders.

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. 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, the Board, including a majority of the independent Trustees, decided to continue the Agreement. In addition, the Board, including a majority of the Independent Trustees, approved the restructuring of the Fund’s investment advisory arrangement so that, effective January 1, 2013, (i) OFI Global Asset Management, Inc. (“OFI Global”), a wholly owned subsidiary of the Manager, will serve as the investment adviser to the Fund in place of the Manager under a Restated Advisory Agreement (“Restated Advisory Agreement”), and (ii) OFI Global will enter into a Sub-Advisory Agreement (“Sub-Advisory Agreement”) with the Manager to provide investment sub-advisory services to the Fund. OFI Global will pay the Manager a percentage of the net investment advisory fee (after all applicable waivers have been deducted) that it receives from the Fund. The Agreement will continue until the earlier of September 30, 2013 or the effective date of the Restated Advisory Agreement between the Fund and OFI Global. The Restated Advisory Agreement and Sub-Advisory Agreement will continue until September 30, 2013.

In arriving at its decisions, 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, Restated Advisory Agreement and Sub-Advisory Agreement, including the management fees, in light of all of the surrounding circumstances.

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     35   


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

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

 

Householding—Delivery of Shareholder Documents

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

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

 

 

36   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND

 

Trustees and Officers  

Brian F. Wruble, Chairman of the Board of Trustees and Trustee

David K. Downes, Trustee

Matthew P. Fink, Trustee

Phillip A. Griffiths, Trustee

Mary F. Miller, Trustee

Joel W. Motley, Trustee

Mary Ann Tynan, Trustee

Joseph M. Wikler, Trustee

Peter I. Wold, Trustee

William F. Glavin, Jr., Trustee, President and Principal Executive Officer

George R. Evans, Vice President

Arthur S. Gabinet, Secretary and Chief Legal Officer

Christina M. Nasta, Vice President and Chief Business Officer

Mark S. Vandehey, Vice President and Chief Compliance Officer

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer

Manager   OppenheimerFunds, Inc.
Distributor   OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent   OppenheimerFunds Services
Independent Registered Public Accounting Firm   KPMG LLP
Legal Counsel   Kramer Levin Naftalis & Frankel LLP
    The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

 

©2012 OppenheimerFunds, Inc. All rights reserved

 

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     37   


PRIVACY POLICY

 

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

 

Information Sources

We obtain nonpublic personal information about our shareholders from the following sources:

l  

Applications or other forms

l  

When you create a user ID and password for online account access

l  

When you enroll in eDocs Direct, our electronic document delivery service

l  

Your transactions with us, our affiliates or others

l  

A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited

l  

When you set up challenge questions to reset your password online

 

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

 

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

 

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

 

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

 

Protection of Information

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

 

Disclosure of Information

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

 

Right of Refusal

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

 

 

38   OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


PRIVACY POLICY    

 

 

Internet Security and Encryption

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

 

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

 

We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.

l  

All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

l  

Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

l  

You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.

 

Other Security Measures

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

 

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.

 

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., and each of its financial institution subsidiaries, the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2012. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

 

 

OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND     39   


Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 1.800.CALL OPP (1.800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon-Fri 8am-8pm ET.

RS0195.001.1012 December 21, 2012

LOGO


Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.


Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

 

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 10/31/2012, 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) Not applicable to semiannual reports.

(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 Diversified Fund

 

By:  

/s/ William F. Glavin, Jr.

  William F. Glavin, Jr.
  Principal Executive Officer

Date: 12/11/2012

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/ William F. Glavin, Jr.

  William F. Glavin, Jr.
  Principal Executive Officer

Date: 12/11/2012

 

By:  

/s/ Brian W. Wixted

  Brian W. Wixted
  Principal Financial Officer

Date: 12/11/2012