N-CSRS 1 d330593dncsrs.htm OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND Oppenheimer International Growth and Income 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 811-23163

Oppenheimer International Growth and Income Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

225 Liberty Street, New York, New York 10281-1008

(Name and address of agent for service)

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

Date of fiscal year end:  May 31

Date of reporting period:  11/30/2016


Item 1.  Reports to Stockholders.


Semiannual Report

 

   11/30/2016   

 

LOGO

 

OppenheimerFunds®

The Right Way

to Invest

 

  

 

 

Oppenheimer

International

Growth and Income

Fund

  


Table of Contents

 

Fund Performance Discussion      3   
Top Holdings and Allocations      5   
Fund Expenses      8   
Statement of Investments      10   
Statement of Assets and Liabilities      13   
Statement of Operations      15   
Statement of Changes in Net Assets      16   
Financial Highlights      17   
Notes to Financial Statements      22   
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements      35   
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments      38   
Trustees and Officers      39   
Privacy Policy Notice      40   

 

 

Class A Shares

CUMULATIVE TOTAL RETURNS AT 11/30/16

 

     Class A Shares of the Fund    
           Without Sales Charge   With Sales Charge       MSCI EAFE Index    
Since Inception (10/28/16)    -2.80%         -8.39%         -1.98%      

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. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

2       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


Fund Performance Discussion

FUND OVERVIEW FROM ROBERT B. DUNPHY, PORTFOLIO MANAGER

Being the inaugural shareholder report for the Fund, I would like to provide some comments about its genesis. Its philosophy, process, and purpose for investors have been carefully thought out. Since 1969, the Global Team at OppenheimerFunds has invested in long term structural growth trends, and has sought to populate its portfolios with quality companies bought at favorable prices. This Fund is no different, but also offers an income component for investors in addition to potential capital appreciation. The provision of dividends not only provides management discipline, it also greatly aids the investor. According to Bloomberg LP, over the 20 years ending 12/31/16, more than half the total return of stocks domiciled outside the United States has come from dividends.

 

I have been a portfolio manager of Oppenheimer International Growth Fund since 2012, a Fund I co-manage with George Evans. There are similarities between this new Fund and Oppenheimer International Growth Fund, most notably in the investment process. Both begin with a small focus list of companies that we patiently wait to buy at attractive prices. Both are designed to be highly active portfolios that have low turnover and low stock-specific risk.

In addition to that, the Fund will seek companies that have higher yield and higher dividend growth than peers. A balanced combination of these factors is desirable. Most equity market participants believe in reversion to the mean, this is, they are too optimistic about low quality businesses and too pessimistic about exceptional businesses remaining exceptional. The Fund seeks to invest in high-quality companies that our research indicates can maintain or even improve their returns on capital over time. By holding these companies for long periods,

the Fund will seek to capture the difference between the market’s expectation of mean reversion and the valuation that emerges as their earnings power is recognized. This often takes years to unfold, hence our long-term approach.

The Fund launched on the 28th of October, so this semiannual report only covers performance from that date through November 30, 2016. I look forward to writing to you over the coming years.

PERFORMANCE REVIEW

Since the Fund’s inception on October 28, 2016, through November 30, 2016, its Class A shares (without sales charge) produced a cumulative total return of -2.80%. In comparison, the MSCI EAFE Index (the “Index”) produced a return of -1.98% during the same period. The Fund’s underperformance stemmed largely from an underweight position in the materials sector. The Fund outperformed the Index in the utilities sector due to stock selection

 

 

3       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


and an underweight position, and in the telecommunication services and financials sectors due to stock selection. Geographically, performance was enhanced by stock selection and an overweight position in Canada. Japan and Germany were the primary detractors. The country and sector weights of the Fund are determined through a bottom-up process and do not reflect heartfelt convictions about the performance of one market or sector over another.

In this very short reporting period, the top performing holding was Manulife Financial Corp. and the most significant detractor was Toyo Tire & Rubber Co., Ltd. Manulife Financial is a Canadian insurer and asset manager with a large life and health insurance business in Asia, a healthy market share in Canada, and a struggling U.S. business. Shares of the company benefited from the rise in U.S. interest rates. However, we believe the underappreciated franchise in Asia, where the company provides a rapidly growing and increasingly well distributed set of financial products, underpins the investment thesis, as well as the ongoing remediation of the U.S. business. Toyo

Tire makes tires under the Toyo, Nitto and Silverstone brands. It is well positioned in the North American market, where it has a 40% market share in tires greater than 20” in diameter. Given the overwhelming consumer preference for SUVs, we believe it is well positioned to take advantage of a replacement market in wide diameter tires that is estimated to double through 2020. Over the course of the period, Toyo lowered guidance for the tire business mostly due to pricing in the lower diameter segment. The company is also dealing with some litigation regarding faulty seismic rubber dampers installed in roughly 150 buildings in Japan. We believe this problem is solvable.

STRATEGY & OUTLOOK

Over the course of the coming year, there will be many events that will roil markets. Our focus will be on fundamentals. The Fund is not designed for a particular macroeconomic scenario, but rather the myriad microeconomic scenarios in which our portfolio companies operate. This should provide strength to the Fund, as there is no single point of failure if one overarching macroeconomic thesis does not play out.

 

LOGO       

LOGO

 

Robert B. Dunphy, CFA

Portfolio Manager

 

 

4       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Manulife Financial Corp.      2.5
NN Group NV      2.2   
Transcontinental, Inc., Cl. A      2.1   
Lloyds Banking Group plc      2.1   
Legal & General Group plc      2.1   
McCarthy & Stone plc      2.0   
ITV plc      2.0   
Sleep Country Canada Holdings, Inc.      2.0   
BT Group plc      2.0   
TUI AG      2.0   

Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2016, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN GEOGRAPHICAL HOLDINGS

 

United Kingdom      38.6
Germany      10.6   
Canada      10.0   
France      7.0   
Netherlands      5.9   
Australia      3.4   
Japan      3.4   
Denmark      3.2   
United States      2.6   
Taiwan      1.9   

Portfolio holdings and allocation are subject to change. Percentages are as of November 30, 2016, and are based on total market value of investments.

 

 

SECTOR ALLOCATION

 

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of November 30, 2016, and are based on the total market value of investments.

 

5       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


Share Class Performance

CUMULATIVE TOTAL RETURNS WITHOUT SALES CHARGE AS OF 11/30/16

 

   

Inception

Date

     

Since   

Inception   

Class A (OIMAX)   10/28/16       -2.80%
Class C (OIMCX)   10/28/16       -2.80   
Class I (OIMIX)   10/28/16       -2.70   
Class R (OIMRX)   10/28/16       -2.80   
Class Y (OIMYX)   10/28/16       -2.70   

CUMULATIVE TOTAL RETURNS WITH SALES CHARGE AS OF 11/30/16

 

   

Inception

Date

     

Since   

Inception   

Class A (OIMAX)   10/28/16       -8.39%
Class C (OIMCX)   10/28/16       -3.77   
Class I (OIMIX)   10/28/16       -2.70   
Class R (OIMRX)   10/28/16       -2.80   
Class Y (OIMYX)   10/28/16       -2.70   

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75% and for Class C shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the MSCI EAFE Index. The MSCI EAFE Index is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the US & Canada. The MSCI EAFE Index consists of the following 21 developed market country indexes: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund

 

6       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME 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.

 

7       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


Fund Expenses

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

The examples for Actual Expenses are based on an investment of $1,000.00 invested at the beginning of the period, October 28, 2016 (commencement of operations) and held for the period ended November 30, 2016.

The Hypothetical Examples for Comparison Purposes are based on an investment of $1,000.00 invested on June 1, 2016 and held for the entire 6-month period ended November 30, 2016.

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). 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 GROWTH AND INCOME FUND


Actual   

Beginning

Account

Value

October 28, 2016

    

Ending

Account

Value

November 30, 2016

    

Expenses

Paid During

6 Months Ended

November 30, 20161,2

 

Class A

   $ 1,000.00           $ 972.00               $ 1.11               

Class C

     1,000.00             972.00                 1.67               

Class I

     1,000.00             973.00                 0.74               

Class R

     1,000.00             972.00                 1.25               

Class Y

     1,000.00             973.00                 0.89               

Hypothetical

(5% return before expenses)

                       

Class A

     1,000.00             1,019.00                 6.14               

Class C

     1,000.00             1,015.94                 9.24               

Class I

     1,000.00             1,021.01                 4.11               

Class R

     1,000.00             1,018.25                 6.90               

Class Y

     1,000.00             1,020.21                 4.92               

1. Actual expenses paid are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 34/365 to reflect the period from October 28, 2016 (commencement of operations) to November 30, 2016.

2. Hypothetical expenses paid are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period).

Those annualized expense ratios, excluding indirect expenses from affiliated funds, for the period October 28, 2016 (commencement of operations) to November 30, 2016 are as follows:

 

Class    Expense Ratios  
Class A      1.21
Class C      1.82   
Class I      0.81   
Class R      1.36   
Class Y      0.97   

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. 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.

 

9       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

STATEMENT OF INVESTMENTS November 30, 2016 Unaudited

 

     Shares     Value  
Common Stocks—98.7%                

Consumer Discretionary—30.7%

  

       

Auto Components—5.4%

   
Hella KGaA Hueck & Co.     3,378      $ 117,661   
Toyo Tire & Rubber Co. Ltd.     8,300        104,605   
Valeo SA     2,150        119,646   
      341,912   
                 

Automobiles—1.8%

   
Bayerische Motoren Werke AG     1,349        115,102   

Hotels, Restaurants & Leisure—9.2%

  

 
Carnival Corp.     2,176        111,868   
Domino’s Pizza Group plc     26,925        117,910   
Ladbrokes Coral Group plc     73,217        113,500   
TUI AG     9,598        126,395   
Whitbread plc     2,638        114,080   
      583,753   
                 

Media—8.8%

   
Cineplex, Inc.     2,755        103,182   
ITV plc     61,542        129,239   
ProSiebenSat.1 Media SE     2,698        92,640   
SES SA, Cl. A, FDR     5,153        111,385   
Sky plc     12,209        119,305   
      555,751   
                 

Specialty Retail—3.7%

   
Card Factory plc     33,680        107,205   
Sleep Country Canada Holdings, Inc.1     5,859        128,320   
      235,525   
                 

Textiles, Apparel & Luxury Goods—1.8%

  

 
LVMH Moet Hennessy Louis Vuitton SE     615        111,682   
Consumer Staples—15.0%           

Beverages—1.5%

   
Anheuser-Busch InBev SA/NV     912        94,764   

Food & Staples Retailing—8.4%

  

 
Booker Group plc     47,901        103,189   
Distribuidora Internacional de Alimentacion SA     22,803                    104,066   
     Shares     Value  
Food & Staples Retailing (Continued)   
North West Co., Inc. (The)     5,529      $ 103,106   
Sligro Food Group NV     3,280        112,302   
Spar Group Ltd. (The)     8,005        107,344   
      530,007   
                 

Food Products—1.7%

   
Marine Harvest ASA2     6,095        109,768   

Tobacco—3.4%

   
Imperial Brands plc     2,562        109,866   
Scandinavian Tobacco Group AS1     6,740        106,479   
      216,345   
                 

Financials—10.8%

               

Commercial Banks—2.1%

  

 
Lloyds Banking Group plc     186,858        135,298   

Insurance—8.7%

   
Legal & General Group plc     45,621        134,086   
Manulife Financial Corp.     8,951        155,858   
NN Group NV     4,275        137,166   
Saga plc     50,881        121,265   
      548,375   
                 
Health Care—8.6%                

Health Care Equipment & Supplies—1.5%

  

 
Coloplast AS, Cl. B     1,518        96,182   

Health Care Providers & Services—3.8%

  

 
McCarthy & Stone plc1     62,101        129,216   
Sonic Healthcare Ltd.     6,788        109,823   
      239,039   
                 

Pharmaceuticals—3.3%

   
Roche Holding AG     482        107,182   
Teva Pharmaceutical Industries Ltd., Sponsored ADR     2,713        102,280   
      209,462   
                 
Industrials—12.7%                

Air Freight & Couriers—3.6%

  

 

PostNL NV2

    24,338                    119,945   
 

 

10       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

     Shares     Value  
Air Freight & Couriers (Continued)   
Royal Mail plc     18,509     $ 108,521   
      228,466   
                 

Commercial Services & Supplies—5.6%

  

 
Edenred     4,784        100,488   
Regus plc     40,546        118,022   
Transcontinental, Inc., Cl. A     9,771                  135,658   
      354,168   
                 
Machinery—1.7%    
ANDRITZ AG     2,113        109,017   
Trading Companies & Distributors—1.8%     
Travis Perkins plc     6,646        111,295   
Information Technology—7.3%           
Communications Equipment—1.8%     
Nokia OYJ     26,623        114,559   
Semiconductors & Semiconductor Equipment—1.9%   
Taiwan Semiconductor Manufacturing Co. Ltd.     21,000        120,326   
Software—3.6%    
Micro Focus International plc     4,300        113,575   
Playtech plc     10,369        111,444   
      225,019   
                 
Materials—4.6%                
Chemicals—3.0%    
Essentra plc     19,164        95,073   
     Shares   Value
Chemicals (Continued)   
Evonik Industries AG     3,384      $ 94,305   
   

 

 

 

              189,378   
Containers & Packaging—1.6%     
Amcor Ltd.     9,909        105,291   
Telecommunication Services—7.3%   
Diversified Telecommunication Services—7.3%   
BT Group plc     28,313        126,504   
Deutsche Telekom AG     7,579        119,313   
Inmarsat plc     11,896        105,535   
Nippon Telegraph & Telephone Corp.     2,700        108,647   
   

 

 

 

             

 

459,999

 

  

 

Utilities—1.7%   
Water Utilities—1.7%    
Pennon Group plc     10,572        108,035   
   

 

 

 

Total Common Stocks

(Cost $6,418,892)

                6,248,518   
   
Investment Company—0.8%                
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.29%3,4 (Cost $48,361)     48,361        48,361   

Total Investments, at Value

(Cost $6,467,253)

    99.5%        6,296,879   
Net Other Assets (Liabilities)     0.5        30,043   
 

 

 

 

Net Assets             100.0%      $ 6,326,922   
 

 

 

 

 

Footnotes to Statement of Investments

1. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $364,015 or 5.75% of the Fund’s net assets at period end.

2. Non-income producing security.

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

 

11       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

STATEMENT OF INVESTMENTS Unaudited / Continued

 

Footnotes to Statement of Investments (Continued)

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

     

Shares

October

28, 2016

(Commencement
of Operations)

     Gross
Additions
     Gross
Reductions
     Shares
November 30,
2016
 

Oppenheimer Institutional

           

Government Money Market Fund, Cl. Ea

             5,293,333         5,244,972         48,361   

 

      Value      Income  

Oppenheimer Institutional Government Money Market Fund, Cl. Ea

   $             48,361       $                 128   

a. Prior to September 28, 2016, this fund was named Oppenheimer Institutional Money Market Fund.

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

Geographic Holdings    Value      Percent           

 

 

United Kingdom

     $ 2,432,163         38.6%           

Germany

     665,416         10.6              

Canada

     626,122         10.0              

France

     443,202         7.0              

Netherlands

     369,413         5.9              

Australia

     215,114         3.4              

Japan

     213,253         3.4              

Denmark

     202,662         3.2              

United States

     160,229         2.6              

Taiwan

     120,326         1.9              

Finland

     114,559         1.8              

Norway

     109,768         1.7              

Austria

     109,017         1.7              

South Africa

     107,343         1.7              

Switzerland

     107,182         1.7              

Spain

     104,066         1.7              

Israel

     102,280         1.6              

Belgium

     94,764         1.5              
  

 

 

 

Total

     $             6,296,879                         100.0%           
  

 

 

 

See accompanying Notes to Financial Statements.

 

12       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENT OF ASSETS AND LIABILITIES November 30, 2016 Unaudited

 

 

 
Assets   
Investments, at value—see accompanying statement of investments:   
Unaffiliated companies (cost $6,418,892)     $ 6,248,518      
Affiliated companies (cost $48,361)      48,361      
  

 

 

 
     6,296,879      

 

 
Receivables and other assets:   
Shares of beneficial interest sold      25,000      
Dividends      10,800      
Other      172      
  

 

 

 
Total assets      6,332,851      

 

 
Liabilities   
Payables and other liabilities:   
Legal, auditing and other professional fees      4,057      
Distribution and service plan fees      1,010      
Shareholder communications      429      
Custodian fees      425      
Trustees’ compensation      8      
  

 

 

 
Total liabilities      5,929      

 

 
Net Assets     $ 6,326,922      
  

 

 

 

 

 
Composition of Net Assets   
Par value of shares of beneficial interest     $ 651      

 

 
Additional paid-in capital      6,501,565      

 

 
Accumulated net investment income      8,272      

 

 
Accumulated net realized loss on investments and foreign currency transactions      (12,973)     

 

 
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies      (170,593)     
  

 

 

 
Net Assets     $         6,326,922      
  

 

 

 

 

13       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

 

 

 
Net Asset Value Per Share   
Class A Shares:   
Net asset value and redemption price per share (based on net assets of $4,899,141 and 503,799 shares of beneficial interest outstanding)      $9.72   
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)      $10.31   

 

 
Class C Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $9,718 and 1,000 shares of beneficial interest outstanding)      $9.72   

 

 
Class I Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $9,727 and 1,000 shares of beneficial interest outstanding)      $9.73   

 

 
Class R Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $9,722 and 1,000 shares of beneficial interest outstanding)      $9.72   

 

 
Class Y Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $1,398,614 and 143,780 shares of beneficial interest outstanding)      $9.73   

See accompanying Notes to Financial Statements.

 

14       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENT

OF OPERATIONS For the Period Ended November 30, 20161 Unaudited

 

 

 

 
Investment Income   

 

 

Dividends:

  

Unaffiliated companies (net of foreign withholding taxes of $696)

    $               14,320        

Affiliated companies

     128        
  

 

 

 

Total investment income

               14,448        

 

 
Expenses   

Management fees

     4,504        

 

 

Distribution and service plan fees:

  

Class A

     1,010        

 

 

Transfer and shareholder servicing agent fees:

  

Class A

     919        

Class C

     2        

Class R

     2        

Class Y

     239        

 

 

Shareholder communications:

  

Class A

     393        

Class C

     2        

Class I

     1        

Class R

     1        

Class Y

     32        

 

 

Legal, auditing and other professional fees

     4,276        

 

 

Custodian fees and expenses

     425        

 

 

Trustees’ compensation

     8        
  

 

 

 

Total expenses

     11,814        

Less waivers and reimbursements of expenses

     (5,638)       
  

 

 

 

Net expenses

     6,176        

 

 

Net Investment Income

     8,272        

 

 
Realized and Unrealized Loss   

Net realized loss on investments

     (12,973)       

 

 

Net change in unrealized appreciation/depreciation on:

  

Investments

     (132,739)       

Translation of assets and liabilities denominated in foreign currencies

     (37,854)       
  

 

 

 

Net change in unrealized appreciation/depreciation

     (170,593)       

 

 

Net Decrease in Net Assets Resulting from Operations

    $ (175,294)       
  

 

 

 

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

See accompanying Notes to Financial Statements.

 

15       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

STATEMENT OF CHANGES IN NET ASSETS

 

 

     Period Ended
November 30, 2016
(Unaudited)1
 

 

 
Operations   

Net investment income

    $ 8,272     

 

 

Net realized loss

     (12,973)    

 

 

Net change in unrealized appreciation/depreciation

     (170,593)    
  

 

 

 

Net decrease in net assets resulting from operations

     (175,294)    

 

 
Beneficial Interest Transactions   

Net increase in net assets resulting from beneficial interest transactions:

  

Class A

     4,977,166     

Class C

     —     

Class I

     —     

Class R

     —     

Class Y

     1,425,050     
  

 

 

 
     6,402,216     

 

 
Net Assets   

Total increase

     6,226,922     

 

 

Beginning of period

     100,0002    
  

 

 

 

End of period (including accumulated net investment income of $ 8,272)

    $         6,326,922     
  

 

 

 

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

2. Reflects the value of the Manager’s seed money invested on September 1, 2016.

See accompanying Notes to Financial Statements.

 

16       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

FINANCIAL HIGHLIGHTS

 

Class A    Period
Ended
November
30, 2016
(Unaudited)1
 

 

 
Per Share Operating Data   

Net asset value, beginning of period

     $10.00   

 

 

Income (loss) from investment operations:

  

Net investment income2

     0.013   

Net realized and unrealized loss

     (0.29)   
  

 

 

 

Total from investment operations

     (0.28)   

 

 

Net asset value, end of period

     $9.72   
  

 

 

 

 

 
Total Return, at Net Asset Value4      (2.80)%   

 

 
Ratios/Supplemental Data   

Net assets, end of period (in thousands)

     $4,899   

 

 

Average net assets (in thousands)

     $4,484   

 

 

Ratios to average net assets:5

  

Net investment income

     1.48%3   

Total expenses6

     2.29%   

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

     1.21%   

 

 

Portfolio turnover rate

     0%   

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

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

3. Net investment income per share and the net investment income ratio includes $0.01 and 0.98%, respectively, resulting from a special dividend from Playtech PLC in November 2016.

4. 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.

5. Annualized for periods less than one full year.

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

Period Ended November 30, 2016

     2.28%   

See accompanying Notes to Financial Statements.

 

17       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

FINANCIAL HIGHLIGHTS Continued

 

Class C    Period
Ended
November
30, 2016
(Unaudited)
 

 

 
Per Share Operating Data   

Net asset value, beginning of period

     $10.00   

 

 

Income (loss) from investment operations:

  

Net investment income2

     0.013   

Net realized and unrealized loss

     (0.29)   
  

 

 

 

Total from investment operations

     (0.28)   

 

 

Net asset value, end of period

     $9.72   
  

 

 

 

 

 
Total Return, at Net Asset Value4      (2.80)%   

 

 
Ratios/Supplemental Data   

Net assets, end of period (in thousands)

     $10   

 

 

Average net assets (in thousands)

     $10   

 

 

Ratios to average net assets:5

  

Net investment income

     0.63%3   

Total expenses6

     2.02%   

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

     1.82%   

 

 

Portfolio turnover rate

     0%   

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

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

3. Net investment income per share and the net investment income ratio includes $0.01 and 0.98%, respectively, resulting from a special dividend from Playtech PLC in November 2016.

4. 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.

5. Annualized for periods less than one full year.

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

Period Ended November 30, 2016

     2.01%   

See accompanying Notes to Financial Statements.

 

18       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

Class I    Period
Ended
November
30, 2016
(Unaudited)
 

 

 
Per Share Operating Data   

Net asset value, beginning of period

     $10.00   

 

 

Income (loss) from investment operations:

  

Net investment income2

     0.013   

Net realized and unrealized loss

     (0.28)   
  

 

 

 

Total from investment operations

     (0.27)   

 

 

Net asset value, end of period

     $9.73   
  

 

 

 

 

 
Total Return, at Net Asset Value4      (2.70)%   

 

 
Ratios/Supplemental Data   

Net assets, end of period (in thousands)

     $10   

 

 

Average net assets (in thousands)

     $10   

 

 

Ratios to average net assets:5

  

Net investment income

     1.63%3   

Total expenses6

     1.76%   

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

     0.81%   

 

 

Portfolio turnover rate

     0%   

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

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

3. Net investment income per share and the net investment income ratio includes $0.01 and 0.98%, respectively, resulting from a special dividend from Playtech PLC in November 2016.

4. 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.

5. Annualized for periods less than one full year.

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

Period Ended November 30, 2016

     1.75%   

See accompanying Notes to Financial Statements.

 

19       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

FINANCIAL HIGHLIGHTS Continued

 

Class R    Period
Ended
November
30, 2016
(Unaudited)1
 

 

 
Per Share Operating Data   

Net asset value, beginning of period

     $10.00   

 

 

Income (loss) from investment operations:

  

Net investment income2

     0.013   

Net realized and unrealized loss

     (0.29)   
  

 

 

 

Total from investment operations

     (0.28)   

 

 

Net asset value, end of period

     $9.72   
  

 

 

 

 

 
Total Return, at Net Asset Value4      (2.80)%   

 

 
Ratios/Supplemental Data   

Net assets, end of period (in thousands)

     $10   

 

 

Average net assets (in thousands)

     $10   

 

 

Ratios to average net assets:5

  

Net investment income

     1.08%3   

Total expenses6

     1.86%   

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

     1.36%   

 

 

Portfolio turnover rate

     0%   

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

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

3. Net investment income per share and the net investment income ratio includes $0.01 and 0.98%, respectively, resulting from a special dividend from Playtech PLC in November 2016.

4. 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.

5. Annualized for periods less than one full year.

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

Period Ended November 30, 2016

     1.85%   

See accompanying Notes to Financial Statements.

 

20       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

Class Y    Period
Ended
November
30, 2016
(Unaudited)
 

 

 
Per Share Operating Data   

Net asset value, beginning of period

     $10.00   

 

 

Income (loss) from investment operations:

  

Net investment income2

     0.023   

Net realized and unrealized loss

     (0.29)   
  

 

 

 

Total from investment operations

     (0.27)   

 

 

Net asset value, end of period

     $9.73   
  

 

 

 

 

 
Total Return, at Net Asset Value4      (2.70)%   

 

 
Ratios/Supplemental Data   

Net assets, end of period (in thousands)

     $1,398   

 

 

Average net assets (in thousands)

     $1,206   

 

 

Ratios to average net assets:5

  

Net investment income

     1.85%   

Total expenses6

     1.96%   

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

     0.97%   

 

 

Portfolio turnover rate

     0%   

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

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

3. Net investment income per share and the net investment income ratio includes $0.01 and 0.98%, respectively, resulting from a special dividend from Playtech PLC in November 2016.

4. 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.

5. Annualized for periods less than one full year.

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

Period Ended November 30, 2016

     1.95%   

See accompanying Notes to Financial Statements.

 

21       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS November 30, 2016 Unaudited

 

 

 

1. Organization

Oppenheimer International Growth and Income Fund (the “Fund”) is registered under the

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

The Fund offers Class A, Class C, Class I, Class R and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold without a front-end sales charge but may be subject to a CDSC. Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees.

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

 

 

2. Significant Accounting Policies

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

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

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

 

22       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

 

2. Significant Accounting Policies (Continued)

liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

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

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

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, are recorded on the ex-dividend date. Income distributions, if any, are declared and paid quarterly. 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 income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

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

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

 

23       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

 

 

 

2. Significant Accounting Policies (Continued)

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions since inception on October 28, 2016, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements. Capital losses with no expiration will be carried forward to future years if not offset by gains.

At period end, it is estimated that the capital loss carryforwards would be $12,973, 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 reporting period, it is estimated that the Fund will not utilize any 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 are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

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

 

Federal tax cost of securities     $       6,467,253     
  

 

 

 
Gross unrealized appreciation     $ 175,327     
Gross unrealized depreciation      (345,920)    
  

 

 

 
Net unrealized depreciation     $ (170,593)    
  

 

 

 

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts

 

24       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

 

2. Significant Accounting Policies (Continued)

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.

 

 

3. Securities Valuation

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

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

Valuation Methods and Inputs

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

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

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded. If the official closing price or last sales price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities are valued at the mean between the “bid”

 

25       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

 

 

3. Securities Valuation (Continued)

and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

 

Security Type    Standard inputs generally considered by third-party pricing vendors

 

Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities    Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.

 

Loans    Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

 

Event-linked bonds    Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

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 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. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, 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

 

26       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

 

3. Securities Valuation (Continued)

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 investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered are measured using net asset value as a practical expedient, and are not classified in the fair value hierarchy.

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

    

Level 1—

Unadjusted

        Quoted Prices

    

Level 2—

Other Significant

Observable Inputs

    

Level 3—

Significant

      Unobservable

Inputs

     Value   

 

 

Assets Table

           

Investments, at Value:

           

Common Stocks

           

Consumer Discretionary

    $ 343,370        $ 1,600,355        $ —        $ 1,943,725    

Consumer Staples

     103,106          847,778          —          950,884    

Financials

     155,858          527,815          —          683,673    

Health Care

     102,280          442,403          —          544,683    

Industrials

     135,658          667,288          —          802,946    

Information Technology

     —          459,904          —          459,904    

Materials

     —          294,669          —          294,669    

Telecommunication Services

     —          459,999          —          459,999    

Utilities

     —          108,035          —          108,035    

Investment Company

     48,361          —          —          48,361    
  

 

 

 

Total Assets

    $ 888,633        $ 5,408,246        $ —        $ 6,296,879    
  

 

 

 

Forward currency exchange contracts and futures contracts, if any, are reported at their

 

27       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

 

 

3. Securities Valuation (Continued)

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

 

 

4. Investments and Risks

Risks of Foreign Investing. The Fund may invest in foreign securities which are subject to special risks. Securities traded in foreign markets may be less liquid and more volatile than those traded in U.S. markets. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign company’s operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of investments denominated in that foreign currency and in the value of any income or distributions the Fund may receive on those investments. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the settlement of transactions, changes in economic or monetary policy in the United States or abroad, expropriation or nationalization of a company’s assets, or other political and economic factors. In addition, due to the inter-relationship of global economies and financial markets, changes in political and economic factors in one country or region could adversely affect conditions in another country or region. Investments in foreign securities may also expose the Fund to time-zone arbitrage risk. Foreign securities may trade on weekends or other days when the Fund does not price its shares. At times, the Fund may emphasize investments in a particular country or region and may be subject to greater risks from adverse events that occur in that country or region. Foreign securities and foreign currencies held in foreign banks and securities depositories may be subject to limited or no regulatory oversight.

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

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

Investments in Money Market Instruments. The Fund is permitted to invest its free

 

28       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

 

4. Investments and Risks (Continued)

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

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

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

Shareholder Concentration. At period end, one shareholder owned 20% or more of the Fund’s total outstanding shares.

The shareholder is a related party of the Fund. Related parties may include, but are not limited to, the investment manager and its affiliates, affiliated broker dealers, fund of funds, and directors or employees. Related parties owned 77% of the Fund’s total outstanding shares at period end.

 

 

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors: Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

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

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

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar

 

29       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

 

 

5. Market Risk Factors (Continued)

value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

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

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

 

 

6. Shares of Beneficial Interest

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

 

     Period Ended November 30, 20161,2  
     Shares      Amount  

 

 

Class A

     
Sold      497,799       $ 4,977,166     
Dividends and/or distributions reinvested              —     
Redeemed                                  —     
  

 

 

 
Net increase                  497,799       $ 4,977,166     
  

 

 

 

 

 

Class C

     
Sold            $ —     
Dividends and/or distributions reinvested              —     
Redeemed              —     
  

 

 

 
Net increase            $ —     
  

 

 

 

 

 

Class I

     
Sold            $ —     
Dividends and/or distributions reinvested              —     
Redeemed              —     
  

 

 

 
Net increase            $ —     
  

 

 

 

 

30       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

 

6. Shares of Beneficial Interest (Continued)

 

     Period Ended November 30, 20161,2  
     Shares      Amount  

 

 

Class R

     
Sold            $ —     
Dividends and/or distributions reinvested              —     
Redeemed              —     
  

 

 

 
Net increase            $ —     
  

 

 

 

 

 

Class Y

     
Sold                  142,780       $ 1,425,050     
Dividends and/or distributions reinvested                                  —     
Redeemed              —     
  

 

 

 
Net increase      142,780       $ 1,425,050     
  

 

 

 

1. For the period from October 28, 2016 (commencement of operations) to November 30, 2016.

2. The Fund sold 6,000 shares of Class A at a value of $60,000 and 1,000 shares of Class C, Class I, Class R and Class Y at a value of $10,000, respectively, to the Manager upon seeding of the Fund on September 1, 2016. These amounts are not reflected in the table above.

 

 

7. Purchases and Sales of Securities

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

 

     Purchases        Sales  

 

 
Investment securities    $ 6,418,893           $—   

 

 

8. Fees and Other Transactions with Affiliates

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

 

  Fee Schedule       

 

 
  Up to $500 million      0.85%       
  Next $500 million      0.80          
  Next $4 billion      0.75          
  Over $5 billion      0.70          

The Fund’s effective management fee for the reporting period was 0.85% of average annual net assets before any applicable waivers.

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

 

31       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

 

 

8. Fees and Other Transactions with Affiliates (Continued)

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

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

Offering and Organizational Costs. The Manager paid all initial offering and organizational costs associated with the registration and seeding of the Fund.

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

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

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

 

32       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

 

8. Fees and Other Transactions with Affiliates (Continued)

Plan are detailed in the Statement of Operations.

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

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to limit the “Total expenses” for all share classes so that “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses”, as a percentage of average annual net assets, will not exceed the following annual rates: 1.25% for Class A shares, 2.00% for Class C shares, 0.90% for Class I shares, 1.50% for Class R shares and 1.00% for Class Y shares, as calculated on the daily net assets of the Fund. The expense limitations do not include unusual and infrequent expenses, interest and fees from borrowing, and other expenses not incurred in the ordinary course of the Fund’s business. During the reporting period, the Manager reimbursed the Fund $4,487, $2, $9, $4 and $1,105 for Class A, Class C, Class I, Class R and Class Y shares, respectively.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $31 for IGMMF management fees.

Waivers and/or reimbursements may be modified or terminated as set forth according to the terms in the prospectus.

 

 

9. Pending Litigation

In 2009, several putative class action lawsuits were filed and later consolidated before the U.S. District Court for the District of Colorado in connection with the investment performance of Oppenheimer Rochester California Municipal Fund (the “California Fund”), a fund advised by OppenheimerFunds, Inc. (“OFI”) and distributed by OppenheimerFunds Distributor, Inc. (“OFDI”). The plaintiffs asserted claims against OFI, OFDI and certain present and former trustees and officers of the California Fund under the federal securities laws, alleging, among other things, that the disclosure documents of the California Fund contained misrepresentations and omissions and the investment policies of the California Fund were not followed. An amended complaint and a motion to dismiss were filed, and in 2011, the court issued an order which granted in part and denied in part the defendants’ motion to dismiss.

 

33       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

 

 

9. Pending Litigation (Continued)

In October 2015, following a successful appeal by defendants and a subsequent hearing, the court granted plaintiffs’ motion for class certification and appointed class representatives and class counsel.

OFI and OFDI believe the suit is without merit; that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them in the suit; and that no estimate can yet be made as to the amount or range of any potential loss. Furthermore, OFI believes that the suit should not impair the ability of OFI or OFDI to perform their respective duties to the Fund and that the outcome of the suit should not have any material effect on the operations of any of the Oppenheimer funds.

 

34       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS

 

 

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board received information regarding the proposed services, fees, and expenses of the Fund.

The Managers provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers’ proposed services, (ii) the proposed fees and projected expenses of the Fund, including estimated and comparative fee and expense information, (iii) the estimated cost to the Manager and its affiliates of providing services, (iv) whether economies of scale are expected to be realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors, and (v) other benefits that are expected to accrue to the Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.

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

Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services to be provided to the Fund and information regarding the Managers’ key personnel who will provide such services. The Managers’ duties will include providing the Fund with the services of the portfolio manager and the Sub-Adviser’s investment team, who will provide research, analysis and other advisory services in regard to the Fund’s investments; and securities trading services. The Managers will be responsible for oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions; risk management; and oversight of the Sub-Adviser. The Managers will also be 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 U.S.

Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by federal and state securities laws for the sale of the Fund’s shares. The Managers will also provide the Fund with office space, facilities and equipment.

The Board also considered the quality of the services expected to be provided and the quality of the Managers’ resources that will be available to the Fund. The Board took account of the fact that the Sub-Adviser has over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Managers’ advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received

 

35       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Continued

 

regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services to be provided, the Board considered the experience of Robert Dunphy, the proposed portfolio manager for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of other funds advised by the Managers. The Board considered information regarding the quality of services to be provided by affiliates of the Managers, which the Board members have become knowledgeable about through their experiences with the Managers and in connection with the renewal of other fund service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund should benefit from the services to be provided under the Agreements.

Fees and Expenses of the Fund. The Board reviewed the fees to be paid to the Adviser and the other expenses that will be borne by the Fund. The Board also considered how the Fund’s expenses compare to a group of similar, unaffiliated funds (“expense peer group”). The Board noted that the expenses the Fund will bear were competitive with those of its expense peer group. After discussions with the Board, the Adviser has agreed to contractually waive fees and/or reimburse the Fund so that the total annual fund operating expenses, excluding certain expenses, as a percentage of average daily net assets will not exceed the following annual rates: 1.25% for Class A shares, 2.00% for Class C shares, 0.90% for Class I shares, 1.50% for Class R shares and 1.00% for Class Y shares. This fee waiver and/or expense reimbursement may not be amended or terminated for one year from the date of the Fund’s prospectus, unless approved by the Board.

Performance. The Board considered that the Fund has no operational history and that its performance could not be a factor in deciding whether to approve the Agreements.

Economies of Scale To Be Realized by the Managers. The Board considered information regarding the Managers’ anticipated costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund. The Board also considered that the Managers must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that it is proposed that the Fund will have management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Managers. The Board considered information that was provided regarding the direct and indirect benefits the Managers may receive as a result of its relationship with the Fund, including compensation paid to the Managers’ affiliates and research that may be provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements).

Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent

 

36       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

of the Managers within the meaning and intent of the Securities and Exchange Commission Rules.

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

 

37       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

 

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Guidelines is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

Householding—Delivery of Shareholder Documents

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

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

 

38       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND

 

Trustee and Officers   Brian F. Wruble, Chairman of the Board of Trustees and Trustee
  Beth Ann Brown, Trustee
  Matthew P. Fink, Trustee
  Edmund P. Giambastiani, Jr., Trustee
  Elizabeth Krentzman, Trustee
  Mary F. Miller, Trustee
  Joel W. Motley, Trustee
  Joanne Pace, Trustee
  Daniel Vandivort, Trustee
  Arthur P. Steinmetz, Trustee, President and Principal Executive Officer
  Robert B. Dunphy, Vice President
  Cynthia Lo Bessette, Secretary and Chief Legal Officer
  Jennifer Foxson, Vice President and Chief Business Officer
  Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer
  Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer
Manager   OFI Global Asset Management, Inc.
Sub-Adviser   OppenheimerFunds, Inc.
Distributor   OppenheimerFunds Distributor, Inc.
Transfer and Shareholder   Servicing Agent   OFI Global Asset Management, Inc.
Sub-Transfer Agent   Shareholder Services, Inc.
  DBA 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.

 

© 2017 OppenheimerFunds, Inc. All Rights reserved.

 

39       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


PRIVACY POLICY NOTICE

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

Information Sources

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

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

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

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

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

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

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

Right of Refusal

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

 

40       OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

    

 

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website. As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

  All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-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.
  Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.
  You can exit the secure area by 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, safeguard that information. 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., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2016. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, 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).

 

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LOGO

OppenheimerFunds®

The Right Way

to Invest

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

 

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oppenheimerfunds.com

 

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800 225 5677

 

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LOGO     

 

Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

© 2017 OppenheimerFunds Distributor, Inc. All rights reserved.

 

RS2575.001.1116 January 24, 2017


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

None

Item 11.  Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 11/30/2016, 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 Growth and Income Fund

By:  

/s/ Arthur P. Steinmetz

 

 

Arthur P. Steinmetz

 

 

Principal Executive Officer

Date:   1/13/2017

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

 

By:  

/s/ Arthur P. Steinmetz

 

 

Arthur P. Steinmetz

 

 

Principal Executive Officer

Date:   1/13/2017
By:  

/s/ Brian S. Petersen

 

 

Brian S. Petersen

 

 

Principal Financial Officer

Date:   1/13/2017