N-CSR 1 d920371dncsr.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: 5/31/2018


Item 1. Reports to Stockholders.


Annual Report

   5/31/2018   

 

LOGO


Table of Contents   

Fund Performance Discussion

     3  

Top Holdings and Allocations

     6  

Fund Expenses

     9  

Statement of Investments

     11  

Statement of Assets and Liabilities

     14  

Statement of Operations

     16  

Statements of Changes in Net Assets

     17  

Financial Highlights

     18  

Notes to Financial Statements

     23  

Report of Independent Registered Public Accounting Firm

     36  

Federal Income Tax Information

     37  
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments      38  

Distribution Sources

     39  

Trustees and Officers

     40  

Privacy Notice

     46  

 

 

Class A Shares

 

AVERAGE ANNUAL TOTAL RETURNS AT 5/31/18

 

     Class A Shares of the Fund    
     Without Sales Charge   With Sales Charge   MSCI EAFE Index    

1-Year

   -3.94%   -9.47%   7.97%

Since Inception (10/28/16)

   7.01   3.11   14.96

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

 

2      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of -3.94% during the one-year reporting period ended May 31, 2018. In comparison, the MSCI EAFE Index (the “Index”) produced a return of 7.97% during the same period. The Fund’s underperformance versus the Index stemmed largely from less favorable stock selection in the Consumer Discretionary, Information Technology and Materials sectors. The Fund outperformed the Index in the Financials sector due an underweight position. Geographically, stock selection in the United Kingdom, Japan and Denmark detracted from performance. Performance versus the Index was enhanced by our minimal exposure in Switzerland and Sweden, and an overweight position in Norway.

 

MARKET OVERVIEW

World equity markets surged in the fourth quarter of 2017 to bring a close to a very strong year. 2018 started on a similar note, with equity markets rising strongly in January on the positive sentiment provoked by the U.S. tax law changes. This was followed by a sharp correction in February and volatile

range trading thereafter. Given the very strong performance of equity markets last year, a correction and consolidation seemed in order and we do not find it alarming.

The potential trade friction between the U.S. and China has garnered attention in the

 

 

 

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

 

LOGO

 

3      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

closing months of the reporting period. We are of the opinion that trade wars are counter-productive and slow world economic growth in general. However, in our view, the Fund would not be significantly affected should any of the proposed tariffs come into effect. Our emphasis is on highly differentiated businesses with significant pricing power in segments of the economy that are experiencing long-term secular growth. We don’t buy commodity producers or low-cost leaders. To the extent that any of our companies may incorporate some newly tariffed items into their finished products, they are expected to be able to pass on the cost.

A trade war, should it come, will not affect our investment philosophy, strategies, process, or the overall composition of our portfolio.

FUND REVIEW

During this reporting period, the top performing holdings were TUI AG, Ladbrokes Coral Group Plc and LVMH Moet Hennessy Louis Vuitton SE.

TUI AG offers a differentiated, all-inclusive holiday to Europeans at a price that is difficult to undercut. Their assets are flexible and well diversified, and include cruise ships and a balanced portfolio of owned and sourced hotel rooms. The company saw record earnings over the year, as sales of vacation packages picked up and customers opted for more expensive trips.

Ladbrokes Coral Group Plc, a betting shop owner and online gaming company, was acquired by GVC Holdings in December 2017 for a combination of cash and stock, plus an additional cash amount contingent upon the outcome of a regulatory review in the UK. The shares rose strongly in response.

LVMH, the world’s largest luxury goods company, has diversified holdings in clothing, leather goods, watches, makeup and alcohol. LVMH has been supported by success in Sephora which was able to focus on customer loyalty programs, mobile platforms and digital innovation and engagement. New designers Virgil Abloh and Kim Jones have been brought into Louis Vuitton and Dior Homme which have seen sales revenue increase. The group continues to fine tune strategies and product initiatives. For instance, limited releases of the clothing line Supreme, are boosting consumer interest, engagement and loyalty.

Top detractors from performance were Micro Focus International plc, Distribuidora Internacional de Alimentacion SA and Inmarsat plc.

Micro Focus International plc is a multinational software and information technology business. Shares fell during the reporting period following the sudden resignation of the company’s CEO and a downward revision to the full-year guidance.

Distribuidora Internacional de Alimentacion (Dia) is a Spanish international hard-discount supermarket chain. The company experienced

 

 

4      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

significant share price volatility over the reporting period, along with a weak first quarter earnings report – primarily due to strong currency depreciation and lower inflation in emerging markets.

Inmarsat is a satellite services provider to maritime fleets, aviation, governments and corporations. The company disappointed on sales growth and profitability, particularly with regards to its fast growing aviation business. We eliminated the position in Inmarsat and used the proceeds to buy more SES Global.

STRATEGY & OUTLOOK

We completed the first calendar year of performance for the Fund and have

 

LOGO    LOGO
  

Robert B. Dunphy, CFA

Portfolio Manager

underperformed. Our belief is that over the long term, the fundamentals of companies cannot be ignored. Most market participants have a short-term outlook, whereas we have a long-term view. Mathematically, the bulk of a share’s value is from cash generated by a company in years far in the future. And yet, most of the market concentrates on the next year or two. Therein lays our advantage. As the market churns, we seek to purchase foreign stocks at attractive prices, while providing a good yield to investors. There will be triumphant and difficult quarters ahead, but our philosophy and process will continue to focus on time periods much longer than peers.

 

 

5      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Top Holdings and Allocations

 

TOP TEN COMMON STOCK HOLDINGS

 

Nokia OYJ

    2.6

LVMH Moet Hennessy Louis Vuitton SE

    2.6  

TUI AG

    2.5  

Nippon Telegraph & Telephone Corp.

    2.4  

WH Group Ltd.

    2.4  

SES SA, Cl. A, FDR

    2.4  

Transcontinental, Inc., Cl. A

    2.4  

Hella GmbH & Co. KGaA

    2.4  

NN Group NV

    2.4  

Novo Nordisk AS, Cl. B

    2.3  

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2018, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN GEOGRAPHICAL HOLDINGS

 

United Kingdom

    25.6

Germany

    12.6  

France

    8.7  

Japan

    7.9  

Canada

    6.9  

Netherlands

    6.3  

Denmark

    5.2  

Australia

    5.1  

Taiwan

    3.4  

United States

    3.4  

Portfolio holdings and allocation are subject to change. Percentages are as of May 31, 2018, and are based on total market value of investments. For more current Fund holdings, please visit oppenheimerfunds.com.

 

 

SECTOR ALLOCATION

 

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of May 31, 2018, and are based on the total market value of investments.

 

6      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 5/31/18

     Inception
Date
     1-Year     Since
Inception
 

Class A (OIMAX)

     10/28/16        -3.94     7.01

Class C (OCIMX)

     10/28/16        -4.50       6.28  

Class I (OIMIX)

     10/28/16        -3.54       7.45  

Class R (OIMRX)

     10/28/16        -4.14       6.75  

Class Y (OIMYX)

     10/28/16        -3.61       7.35  

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 5/31/18

     Inception
Date
     1-Year     Since
Inception
 

Class A (OIMAX)

     10/28/16        -9.47     3.11

Class C (OCIMX)

     10/28/16        -5.44       6.28  

Class I (OIMIX)

     10/28/16        -3.54       7.45  

Class R (OIMRX)

     10/28/16        -4.14       6.75  

Class Y (OIMYX)

     10/28/16        -3.61       7.35  

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

The Fund’s performance is compared to the performance of the MSCI 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. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

 

7      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

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.

The views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio managers and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on May 31, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

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

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

 

8      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 are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended May 31, 2018.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended May 31, 2018” to estimate the expenses you paid on your account during this period.

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

9      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Actual   

Beginning
Account

Value
December 1, 2017

    

Ending
Account

Value
May 31, 2018

     Expenses
Paid During
6 Months Ended
May 31, 2018
        

Class A

   $ 1,000.00              $ 964.90              $ 6.14                   

Class C

     1,000.00                962.20                9.83                   

Class I

     1,000.00                967.20                4.42                   

Class R

     1,000.00                964.20                7.37                   

Class Y

     1,000.00                967.20                4.92                   
Hypothetical            
(5% return before expenses)            

Class A

     1,000.00                1,018.70                6.31                   

Class C

     1,000.00                1,014.96                10.10                   

Class I

     1,000.00                1,020.44                4.54                   

Class R

     1,000.00                1,017.45                7.57                   

Class Y

     1,000.00                1,019.95                5.05                   

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended May 31, 2018 are as follows:

 

Class    Expense Ratios        

Class A

     1.25        

Class C

     2.00          

Class I

     0.90          

Class R

     1.50          

Class Y

     1.00          

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

 

10      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENT OF INVESTMENTS May 31, 2018

 

    Shares     Value 

Common Stocks—97.9%

 

       

Consumer Discretionary—37.9%

 

       

Auto Components—5.7%

 

 

Hella GmbH & Co. KGaA

    4,620     $         290,799  

Toyo Tire & Rubber Co. Ltd.

    12,100       186,869  

Valeo SA1

    3,575       226,534  
   

 

 

 

             

 

704,202

 

 

 

Automobiles—3.7%

   

Bayerische Motoren Werke AG

    2,344       233,955  

Subaru Corp.

    7,115       217,152  
   

 

 

 

             

 

451,107

 

 

 

Hotels, Restaurants & Leisure—12.6%

 

 

Carnival Corp.

    3,753       233,737  

Domino’s Pizza Enterprises Ltd.

    7,093       263,727  

Domino’s Pizza Group plc

    46,931       236,762  

GVC Holdings CVR1,2

    107,783        

GVC Holdings plc

    19,777       266,961  

TUI AG

    13,524       313,539  

Whitbread plc

    4,298       240,856  
   

 

 

 

             

 

1,555,582

 

 

 

Household Durables—1.5%

 

 

Nien Made Enterprise Co. Ltd.

    23,962       189,109  
   

Media—6.5%

               

Cineplex, Inc.

    4,741       104,612  

ITV plc

    91,619       197,645  

ProSiebenSat.1 Media SE

    6,676       196,467  

SES SA, Cl. A, FDR

    17,287       298,614  
   

 

 

 

             

 

797,338

 

 

 

Specialty Retail—3.8%

   

Card Factory plc

    43,979       115,930  

Sleep Country Canada Holdings, Inc.3

    8,644       212,533  

Tesco plc

    44,524       145,450  
   

 

 

 

             

 

473,913

 

 

 

Textiles, Apparel & Luxury Goods—4.1%

 

 
LVMH Moet Hennessy Louis Vuitton SE     919       319,173  
     Shares     Value 
Textiles, Apparel & Luxury Goods (Continued)          

Pandora AS

    2,427     $         191,168  
   

 

 

 

             

 

510,341

 

 

 

Consumer Staples—11.7%

 

 

Food & Staples Retailing—4.4%

 

       
Distribuidora Internacional de Alimentacion SA     36,404       123,685  

Sligro Food Group NV

    4,617       235,614  

SPAR Group Ltd. (The)

    12,144       183,912  
   

 

 

 

             

 

543,211

 

 

 

Food Products—4.5%

   

Marine Harvest ASA

    12,890       257,974  

WH Group Ltd.3

    293,000       300,213  
   

 

 

 

             

 

558,187

 

 

 

Tobacco—2.8%

   

Imperial Brands plc

    5,032       181,317  
Scandinavian Tobacco Group AS, Cl. A3     11,179       165,182  
   

 

 

 

             

 

346,499

 

 

 

Financials—10.1%

   

Commercial Banks—1.9%

 

       

Lloyds Banking Group plc

    281,063       236,216  
   

Consumer Finance—1.6%

               

Prosegur Cash SA3

 

   

 

73,034

 

 

 

   

 

198,713

 

 

 

Insurance—6.6%

   

Legal & General Group plc

    59,305       212,760  

Manulife Financial Corp.

    12,654       238,714  

NN Group NV

    6,754       289,759  

Saga plc

    39,139       65,885  
   

 

 

 

             

 

807,118

 

 

 

Health Care—5.6%

   

Health Care Providers & Services—3.3%

 

       

McCarthy & Stone plc3

    134,483       229,792  

Sonic Healthcare Ltd.

    10,302       183,265  
   

 

 

 

             

 

413,057

 

 

 

Pharmaceuticals—2.3%

   

Novo Nordisk AS, Cl. B

    5,884       279,847  
 

 

11      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENT OF INVESTMENTS Continued

 

     Shares     Value 

Industrials—14.5%

   

Air Freight & Couriers—3.0%

               

PostNL NV

    49,508     $             172,519  

Royal Mail plc

    28,994       196,195  
   

 

 

 

             

 

368,714

 

 

 

Commercial Services & Supplies—5.6%

 

 

Edenred

    7,095       228,688  

IWG plc

    39,285       162,190  

Transcontinental, Inc., Cl. A

    13,099       295,197  
   

 

 

 

             

 

686,075

 

 

 

Construction & Engineering—0.6%

 

 

Boskalis Westminster

    2,523       69,630  
   

Electrical Equipment—1.2%

               

Melrose Industries plc

    49,402       155,026  
   

Machinery—1.4%

               

ANDRITZ AG

    3,425       170,478  
   

Trading Companies & Distributors—2.7%

 

       

Bunzl plc

    7,785       237,020  

Travis Perkins plc

    5,727       102,454  
   

 

 

 

             

 

339,474

 

 

 

Information Technology—8.2%

   

Communications Equipment—2.6%

 

       

Nokia OYJ

    56,588       326,173  
                 

Semiconductors & Semiconductor

Equipment—1.9%

 

 

 
Taiwan Semiconductor Manufacturing Co. Ltd.     31,200       232,805  
                 

Software—3.7%

   

Micro Focus International plc

    9,001       159,618  
     Shares     Value 

Software (Continued)

               

Playtech plc

    12,753     $             132,564  

RIB Software SE

    6,535       166,767  
   

 

 

 

             

 

458,949

 

 

 

Materials—5.4%

   

Chemicals—3.9%

               

DIC Corp.

    8,075       262,942  

Evonik Industries AG

    6,321       221,248  
   

 

 

 

             

 

484,190

 

 

 

Containers & Packaging—1.5%

   

Amcor Ltd.

    17,060       181,106  
   

Telecommunication Services—4.5%

               
Diversified Telecommunication Services—4.5%

 

       

BT Group plc, Cl. A

    47,506       129,411  

Deutsche Telekom AG

    7,964       123,110  

Nippon Telegraph & Telephone Corp.

    6,445       301,804  
   

 

 

 

      554,325  
   

 

 

 

Total Common Stocks

(Cost $11,787,015)

      12,091,385  
                 

Investment Company—1.5%

               
Oppenheimer Institutional Government Money Market Fund, Cl. E, 1.71%4,5 (Cost $184,397)     184,397       184,397  
   
Total Investments, at Value (Cost $11,971,412)     99.4%       12,275,782  

Net Other Assets (Liabilities)

    0.6       69,731  
       

Net Assets

        100.0%     $ 12,345,513  
       
 

 

Footnotes to Statement of Investments

1. Non-income producing security.

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

3. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $1,106,433 or 8.96% of the Fund’s net assets at period end.

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

 

12      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


Footnotes to Statement of Investments (Continued)

 

5. 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
            May 31, 2017
    Gross
            Additions
    Gross
            Reductions
    Shares
            May 31, 2018
 
Oppenheimer Institutional Government Money Market Fund, Cl. E     219,432        3,972,317        4,007,352        184,397   
                      Change in  
                Realized     Unrealized  
     Value     Income     Gain (Loss)     Gain (Loss)  
Oppenheimer Institutional Government Money Market Fund, Cl. E   $ 184,397      $ 2,965      $     $  

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

 

Geographic Holdings (Unaudited)    Value      Percent            

United Kingdom

   $ 3,137,090        25.6%          

Germany

     1,545,884        12.6             

France

     1,073,008        8.7             

Japan

     968,768        7.9             

Canada

     851,057        6.9             

Netherlands

     767,522        6.3             

Denmark

     636,198        5.2             

Australia

     628,097        5.1             

Taiwan

     421,914        3.4             

United States

     418,133        3.4             

Finland

     326,173        2.7             

Spain

     322,398        2.6              

Hong Kong

     300,213        2.4             

Isle Of Man

     266,962        2.2             

Norway

     257,975        2.1             

South Africa

     183,912        1.5             

Austria

     170,478        1.4             
        

Total

   $         12,275,782        100.0%          
        

See accompanying Notes to Financial Statements.

 

13      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENT OF ASSETS AND LIABILITIES May 31, 2018

 

Assets

       

Investments, at value—see accompanying statement of investments:

 

Unaffiliated companies (cost $11,787,015)

  $ 12,091,385  

Affiliated companies (cost $184,397)

    184,397  
 

 

 

 

      12,275,782  

Receivables and other assets:

 

Dividends

    85,823  

Shares of beneficial interest sold

    562  

Other

    28,271  
 

 

 

 

Total assets

    12,390,438  
 

Liabilities

       

Payables and other liabilities:

 

Shares of beneficial interest redeemed

    5,000  

Shareholder communications

    2,474  

Distribution and service plan fees

    2,041  

Trustees’ compensation

    61  

Other

    35,349  
 

 

 

 

Total liabilities

    44,925  
 

 

Net Assets

 

 

$

 

12,345,513

 

 

 

 

 

 

 

Composition of Net Assets

       

Par value of shares of beneficial interest

  $ 1,139  

Additional paid-in capital

    11,953,290  

Accumulated net investment income

    149,519  

Accumulated net realized loss on investments and foreign currency transactions

    (62,038

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies

    303,603  
 

 

 

 

Net Assets

  $         12,345,513   
 

 

 

 

 

14      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Net Asset Value Per Share

        

Class A Shares:

  
Net asset value and redemption price per share (based on net assets of $8,262,145 and 762,564 shares of beneficial interest outstanding)    $ 10.83  
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)    $ 11.49  
Class C Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $750,235 and 69,419 shares of beneficial interest outstanding)    $ 10.81  
Class I Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $108,461 and 9,987 shares of beneficial interest outstanding)    $ 10.86  
Class R Shares:   
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $415,392 and 38,348 shares of beneficial interest outstanding)    $ 10.83  
Class Y Shares:   
Net asset value, redemption price and offering price per share (based on net assets of $2,809,280 and 258,977 shares of beneficial interest outstanding)    $ 10.85   

See accompanying Notes to Financial Statements.

 

15      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENT

OF OPERATIONS For the Year Ended May 31, 2018

 

Investment Income

        

Dividends:

  

Unaffiliated companies (net of foreign withholding taxes of $38,969)

   $             424,038  

Affiliated companies

     2,965  
  

 

 

 

Total investment income

 

    

 

427,003

 

 

 

Expenses

        

Management fees

     96,152  

Distribution and service plan fees:

  

Class A

     4,281  

Class C

     5,356  

Class R

     898  

Transfer and shareholder servicing agent fees:

  

Class A

     16,213  

Class C

     1,113  

Class I

     23  

Class R

     375  

Class Y

     5,744  

Shareholder communications:

  

Class A

     7,253  

Class C

     2,088  

Class I

     79  

Class R

     1,466  

Class Y

     431  

Registration fees

     65,137  

Legal, auditing and other professional fees

     53,836  

Custodian fees and expenses

     1,546  

Borrowing fees

     338  

Trustees’ compensation

     155  

Other

     787  
  

 

 

 

Total expenses

     263,271  

Less waivers and reimbursements of expenses

  

 

 

 

(124,166

 

  

 

 

 

Net expenses

 

    

 

139,105

 

 

 

Net Investment Income

 

    

 

287,898

 

 

 

Realized and Unrealized Gain (Loss)

        

Net realized gain (loss) on:

  

Investment transactions in unaffiliated companies

     (62,038

Foreign currency transactions

     1,495  
  

 

 

 

Net realized loss

 

    

 

(60,543

 

 

Net change in unrealized appreciation/depreciation on:

  

Investment transactions in unaffiliated companies

     (737,525

Translation of assets and liabilities denominated in foreign currencies

     (1,175
  

 

 

 

Net change in unrealized appreciation/depreciation

 

    

 

(738,700

 

 

Net Decrease in Net Assets Resulting from Operations

   $ (511,345
  

 

 

 

See accompanying Notes to Financial Statements.

 

16      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
May 31, 2018
  Period Ended
May 31, 20171
 

Operations

                

Net investment income

   $             287,898     $             122,222  

Net realized gain (loss)

     (60,543     25,428  

Net change in unrealized appreciation/depreciation

     (738,700     1,042,303  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

 

    

 

(511,345

 

 

   

 

1,189,953

 

 

 

Dividends and/or Distributions to Shareholders

                

Dividends from net investment income:

    

Class A

     (159,043     (22,067

Class C

     (5,847     (50

Class I

     (1,552     (56

Class R

     (1,832     (36

Class Y

     (62,997     (8,173
  

 

 

 

      

 

(231,271

 

 

   

 

(30,382

 

 

Distributions from net realized gain:

    

Class A

     (18,377      

Class C

     (1,304      

Class I

     (143      

Class R

     (411      

Class Y

     (6,265      
  

 

 

 

    

 

(26,500

 

 

   

 

 

 

 

Beneficial Interest Transactions

                

Net increase in net assets resulting from beneficial interest transactions:

    

Class A

     1,956,890       5,902,037  

Class C

     517,178       248,734  

Class I

     52,856       50,056  

Class R

     403,932       18,701  

Class Y

     616,948       2,087,726  
  

 

 

 

    

 

3,547,804

 

 

 

   

 

8,307,254

 

 

 

Net Assets

                

Total increase

     2,778,688       9,466,825  

Beginning of period

     9,566,825       100,000 2  
  

 

 

 

End of period (including accumulated net investment income of $149,519 and $82,207, respectively)

   $ 12,345,513     $ 9,566,825  
  

 

 

 

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

See accompanying Notes to Financial Statements.

 

17      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


FINANCIAL HIGHLIGHTS

 

Class A   

        Year Ended
May 31,

2018

  Period
Ended
May 31,
20171

Per Share Operating Data

                

Net asset value, beginning of period

     $11.54       $10.00  

Income (loss) from investment operations:

    

Net investment income2

     0.29       0.17  

Net realized and unrealized gain (loss)

     (0.72)       1.41  
  

 

 

 

Total from investment operations

     (0.43)       1.58  

Dividends and/or distributions to shareholders:

    

Dividends from net investment income

     (0.25)       (0.04)  

Distributions from net realized gain

     (0.03)       0.00  
  

 

 

 

Total dividends and/or distributions to shareholders

     (0.28)       (0.04)  

Net asset value, end of period

     $10.83       $11.54  
  

 

 

 

    

Total Return, at Net Asset Value3

     (3.94)%         15.97%    
    

Ratios/Supplemental Data

                

Net assets, end of period (in thousands)

     $8,262       $6,823  

Average net assets (in thousands)

     $7,771       $5,628  

Ratios to average net assets:4

    

Net investment income

     2.52%       2.71%  

Expenses excluding specific expenses listed below

     2.28%       2.04%  

Interest and fees from borrowings

     0.00%5       0.00%  
  

 

 

 

Total expenses6

     2.28%       2.04%  

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

     1.25%       1.25%  

Portfolio turnover rate

     15%       4%  

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

 

 

Year Ended May 31, 2018

    2.28
 

Period Ended May 31, 2017

    2.04

See accompanying Notes to Financial Statements.

 

18      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Class C   

        Year Ended
May 31,

2018

  Period
Ended
May 31,
20171

Per Share Operating Data

                

Net asset value, beginning of period

     $11.52       $10.00  

Income (loss) from investment operations:

    

Net investment income2

     0.20       0.13  

Net realized and unrealized gain (loss)

     (0.71)       1.41  
  

 

 

 

Total from investment operations

     (0.51)       1.54  

Dividends and/or distributions to shareholders:

    

Dividends from net investment income

     (0.17)       (0.02)  

Distributions from net realized gain

     (0.03)       0.00  
  

 

 

 

Total dividends and/or distributions to shareholders

     (0.20)       (0.02)  

Net asset value, end of period

     $10.81       $11.52  
  

 

 

 

    

Total Return, at Net Asset Value3

     (4.50)%         15.38%    
    

Ratios/Supplemental Data

                

Net assets, end of period (in thousands)

     $750       $273  

Average net assets (in thousands)

     $540       $77  

Ratios to average net assets:4

    

Net investment income

     1.77%       1.97%  

Expenses excluding specific expenses listed below

     3.56%       5.56%  

Interest and fees from borrowings

     0.00%5       0.00%  
  

 

 

 

Total expenses6

     3.56%       5.56%  

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

     2.00%       2.00%  

Portfolio turnover rate

     15 %       4 %  

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

 

 

Year Ended May 31, 2018

    3.56
 

Period Ended May 31, 2017

    5.56

See accompanying Notes to Financial Statements.

 

19      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


FINANCIAL HIGHLIGHTS Continued

 

Class I   

        Year Ended
May 31,

2018

  Period
Ended
May 31,
20171

Per Share Operating Data

                

Net asset value, beginning of period

     $11.56       $10.00  

Income (loss) from investment operations:

    

Net investment income2

     0.33       0.19  

Net realized and unrealized gain (loss)

     (0.73)       1.43  
  

 

 

 

Total from investment operations

     (0.40)       1.62  

Dividends and/or distributions to shareholders:

    

Dividends from net investment income

     (0.27)       (0.06)  

Distributions from net realized gain

     (0.03)       0.00  
  

 

 

 

Total dividends and/or distributions to shareholders

     (0.30)       (0.06)  

Net asset value, end of period

     $10.86       $11.56  
  

 

 

 

    

Total Return, at Net Asset Value3

     (3.54)%         16.22%    
    

Ratios/Supplemental Data

                

Net assets, end of period (in thousands)

     $109       $61  

Average net assets (in thousands)

     $75       $12  

Ratios to average net assets:4

    

Net investment income

     2.87%       3.06%  

Expenses excluding specific expenses listed below

     2.08%       1.70%  

Interest and fees from borrowings

     0.00%5       0.00%  
  

 

 

 

Total expenses6

     2.08%       1.70%  

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

     0.90%       0.90%  

Portfolio turnover rate

     15%       4%  

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

 

 

Year Ended May 31, 2018

    2.08
 

Period Ended May 31, 2017

    1.70

See accompanying Notes to Financial Statements.

 

20      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Class R    Year Ended
May 31,
2018
  Period
Ended
May 31,
20171
 

Per Share Operating Data

                

Net asset value, beginning of period

     $11.54       $10.00  

Income (loss) from investment operations:

    

Net investment income2

     0.26       0.15  

Net realized and unrealized gain (loss)

     (0.73)       1.42  
  

 

 

 

Total from investment operations

     (0.47)       1.57  

Dividends and/or distributions to shareholders:

    

Dividends from net investment income

     (0.21)       (0.03)  

Distributions from net realized gain

     (0.03)       0.00  
  

 

 

 

Total dividends and/or distributions to shareholders

     (0.24)       (0.03)  

Net asset value, end of period

     $10.83       $11.54  
  

 

 

 

    

Total Return, at Net Asset Value3

     (4.14)%       15.75%  
    

Ratios/Supplemental Data

                

Net assets, end of period (in thousands)

     $416       $31  

Average net assets (in thousands)

     $187       $14  

Ratios to average net assets:4

    

Net investment income

     2.28%       2.47%  

Expenses excluding specific expenses listed below

     3.53%       10.44%  

Interest and fees from borrowings

     0.00% 5      0.00%  
  

 

 

 

Total expenses6

     3.53%       10.44%  

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

     1.50%       1.50%  

Portfolio turnover rate

     15%       4%  

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

 

 

Year Ended May 31, 2018

    3.53 %  
 

Period Ended May 31, 2017

    10.44

See accompanying Notes to Financial Statements.

 

21      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


FINANCIAL HIGHLIGHTS Continued

 

Class Y   

        Year Ended
May 31,

2018

  Period
Ended
May 31,
20171

Per Share Operating Data

                

Net asset value, beginning of period

     $11.56       $10.00  

Income (loss) from investment operations:

    

Net investment income2

     0.31       0.19  

Net realized and unrealized gain (loss)

     (0.71)       1.42  
  

 

 

 

Total from investment operations

     (0.40)       1.61  

Dividends and/or distributions to shareholders:

    

Dividends from net investment income

     (0.28)       (0.05)  

Distributions from net realized gain

     (0.03)       0.00  
  

 

 

 

Total dividends and/or distributions to shareholders

     (0.31)       (0.05)  

Net asset value, end of period

     $10.85       $11.56  
  

 

 

 

    

Total Return, at Net Asset Value3

     (3.61)%         16.14%    
    

Ratios/Supplemental Data

                

Net assets, end of period (in thousands)

     $2,809       $2,379  

Average net assets (in thousands)

     $2,751       $1,719  

Ratios to average net assets:4

    

Net investment income

     2.77%       2.96%  

Expenses excluding specific expenses listed below

     2.14%       1.91%  

Interest and fees from borrowings

     0.00%5       0.00%  
  

 

 

 

Total expenses6

     2.14%       1.91%  

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

     1.00%       1.00%  

Portfolio turnover rate

     15%       4%  

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

 

 

Year Ended May 31, 2018

    2.14%  
 

Period Ended May 31, 2017

    1.91%  

See accompanying Notes to Financial Statements.

 

22      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

NOTES TO FINANCIAL STATEMENTS May 31, 2018

 

 

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 contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have 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 books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

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

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

Although the net assets and the values are presented at the foreign exchange rates at market close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Statement of Operations.

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

 

23      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

2. Significant Accounting Policies (Continued)

 

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on the Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. Interest income, if any, is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

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

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

 

24      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

 

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, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended May 31, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

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

 

Undistributed

Net Investment

Income

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

$149,551

     $—        $62,034        $303,599  

1. At period end, the Fund had $62,034 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

 

Expiring        

No expiration

   $                 62,034  

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

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

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

 

25      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

2. Significant Accounting Policies (Continued)

 

to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.

 

Increase

to Accumulated

Net Investment

Income

 

Increase

to Accumulated Net

Realized Loss

on Investments

$10,685

  $10,685 

The tax character of distributions paid during the reporting periods:

 

      Year Ended
May 31, 2018
     Period Ended
May 31, 2017
 

Distributions paid from:

     

Ordinary income

   $         257,771       $         30,382   

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

    $     11,971,416  
  

 

 

 

Gross unrealized appreciation

    $ 1,527,401  

Gross unrealized depreciation

     (1,223,802
  

 

 

 

Net unrealized appreciation

    $ 303,599  
  

 

 

 

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

 

 

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

 

26      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

 

3. Securities Valuation (Continued)

 

responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at least quarterly or more frequently, if necessary.

Valuation Methods and Inputs

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

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

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

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

Securities for which market quotations are not readily available, or when a significant event has occurred that would materially affect the value of the security, are fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Those standardized fair valuation methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager regularly compares prior day prices and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source.

 

27      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

3. Securities Valuation (Continued)

 

For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

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

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

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

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

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

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

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

 

     Level 1—
Unadjusted
Quoted Prices
 

Level 2—

Other Significant
Observable Inputs

    Level 3—
Significant
Unobservable
Inputs
    Value

Assets Table

       

Investments, at Value:

       

Common Stocks

       

Consumer Discretionary

  $         550,882     $         4,130,710     $     $         4,681,592  

Consumer Staples

          1,447,897             1,447,897  

Financials

    238,714       1,003,333             1,242,047  

Health Care

          692,904             692,904  

Industrials

    295,197       1,494,200             1,789,397  

Information Technology

          1,017,927             1,017,927  

Materials

          665,296             665,296  

Telecommunication Services

          554,325             554,325  

Investment Company

    184,397                   184,397  
 

 

 

 

Total Assets

  $ 1,269,190     $ 11,006,592     $     $ 12,275,782  
 

 

 

 

 

28     OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

 

3. Securities Valuation (Continued)

 

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

For the reporting period, there were no transfers between levels.

 

 

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.

 

29      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

4. Investments and Risks (Continued)

 

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

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

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

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. The related party owned 45% 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

 

30      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

 

5. Market Risk Factors (Continued)

 

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

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

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

 

 

6. Shares of Beneficial Interest

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

 

    Year Ended May 31, 2018     Period Ended May 31, 20171,2  
     Shares     Amount     Shares     Amount  

Class A

       

Sold

                  223,490     $         2,542,716                       605,170     $       6,117,630  

Dividends and/or distributions reinvested

    15,709       177,344       2,132       22,067  

Redeemed

    (67,594     (763,170     (22,343     (237,660
 

 

 

 

Net increase

    171,605     $ 1,956,890       584,959     $ 5,902,037  
 

 

 

 

       

Class C

                               

Sold

    56,165     $ 637,682       22,708     $ 248,684  

Dividends and/or distributions reinvested

    632       7,151       5       50  

Redeemed

    (11,091     (127,655            
 

 

 

 

Net increase

    45,706     $ 517,178       22,713     $ 248,734  
 

 

 

 

       

Class I

                               

Sold

    6,078     $ 68,448       4,303     $ 50,000  

Dividends and/or distributions reinvested

    150       1,695       5       56  

Redeemed

    (1,549     (17,287            
 

 

 

 

Net increase

    4,679     $ 52,856       4,308     $ 50,056  
 

 

 

 

 

31      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

6. Shares of Beneficial Interest (Continued)

 

    Year Ended May 31, 2018       Period Ended May 31, 20171,2  
     Shares     Amount     Shares     Amount  

Class R

       

Sold

                    38,065     $         431,095       1,678     $ 18,720  

Dividends and/or distributions reinvested

    189       2,126       3       36  

Redeemed

    (2,582     (29,289     (5     (55
 

 

 

 

Net increase

    35,672     $ 403,932       1,676     $ 18,701  
 

 

 

 
                                 

Class Y

       

Sold

    69,604     $ 803,064       209,933     $ 2,139,708  

Dividends and/or distributions reinvested

    6,129       69,233       786       8,173  

Redeemed

    (22,577     (255,349     (5,898     (60,155
 

 

 

 

Net increase

    53,156     $ 616,948       204,821     $       2,087,726  
 

 

 

 

1. For the period from October 28, 2016 (commencement of operations) to May 31, 2017.

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

     $5,262,830        $1,664,043  

 

 

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,

 

32      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

not by the Fund.

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

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

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

 

33      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


NOTES TO FINANCIAL STATEMENTS Continued

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class 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.

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

 

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

May 31, 2018

    $10,267       $56   

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 waived fees and/or reimbursed the Fund as follows:

 

34      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

Class A

   $ 78,814  

Class C

     8,385  

Class I

     884  

Class R

     3,804  

Class Y

     31,111  

This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Effective for the period January 1, 2017 through December 31, 2017, the Transfer Agent voluntarily waived and/or reimbursed Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, C, R and Y.

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

 

Class A

   $ 644  

Class C

     38  

Class R

     8  

Class Y

     230  

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 $248 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

 

 

9. Borrowing and Other Financing

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

 

35      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Board of Trustees

Oppenheimer International Growth and Income Fund:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Oppenheimer International Growth and Income Fund (the “Fund”), including the statement of investments, as of May 31, 2018, the related statement of operations for the year then ended, the statement of changes in net assets and the related notes (collectively, the “financial statements”) and the financial highlights for the year ended May 31, 2018 and for the period from October 28, 2016 (commencement of operations) to May 31, 2017. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of May 31, 2018, the results of its operations for the year then ended, the changes in its net assets and the financial highlights for the year ended May 31, 2018 and for the period from October 28, 2016 (commencement of operations) to May 31, 2017 in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of May 31, 2018, by correspondence with the custodian and the transfer agent. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

KPMG LLP

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

Denver, Colorado

July 25, 2018

 

36      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


FEDERAL INCOME TAX INFORMATION Unaudited

 

 

In early 2018, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2017.

Capital gain distributions of $0.02643 per share were paid to Class A, Class C, Class I, Class R and Class Y shareholders, respectively, on December 13, 2017. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

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

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $466,129 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2018, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $2,215 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $32,858 of foreign income taxes were paid by the Fund during the reporting period. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $324,004 was derived from sources within foreign countries or possessions of the United States.

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

 

37      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENT OF INVESTMENTS Unaudited

 

 

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

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at www.sec.gov. 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


DISTRIBUTION SOURCES Unaudited

 

 

For any distribution that took place over the last six months of the Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about the Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. If the Fund (or an underlying fund in which the Fund invests) invests in real estate investment trusts (REITs) and/or master limited partnerships (MLPs), the percentages attributed to each category are estimated using historical information because the character of the amounts received from the REITs and/or MLPs in which the Fund (or underlying fund) invests is unknown until after the end of the calendar year. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’. The Fund’s latest distribution information will be followed by the sources of any distribution, updated daily.

 

Fund Name    Pay
Date
     Net Income      Net Profit
from Sale
     Other
Capital
Sources
 

Oppenheimer International Growth and Income Fund

     12/13/17        41.0%        0.0%        59.0%  

 

39      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


TRUSTEES AND OFFICERS Unaudited

 

 

Name, Position(s) Held with the

Fund, Length of Service,

Year of Birth

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

Brian F. Wruble,

Chairman of the Board of Trustees

and Trustee (since 2016)

Year of Birth: 1943

  Governor of Community Foundation of the Florida Keys (non-profit) (since July 2012); Director of TCP Capital, Inc. (registered business development company) (since November 2015); Chairman Emeritus of the Board of Trustees (since August 2011), Chairman of the Board of Trustees (August 2007-August 2011), Trustee of the Board of Trustees (since August 1991) of The Jackson Laboratory (non-profit); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (October 2004-February 2017); Treasurer (since 2007) and Trustee (since May 1992) of the Institute for Advanced Study (non-profit educational institute); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (September 2004- June 2015); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 51 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Beth Ann Brown,

Trustee (since 2016)

Year of Birth: 1968

  Director, Board of Directors of Caron Engineering Inc. (since January 2018); Advisor, Board of Advisors of Caron Engineering Inc. (December 2014-December 2017); Independent Consultant (since September 2012); held the following positions at Columbia Management Investment Advisers LLC: Head of Intermediary Distribution (2008-2012), Managing Director, Strategic Relations (2005-2008), Managing Director, Head of National Accounts (2004-2005); Senior Vice President, National Account Manager (2002-2004), Senior Vice President, Key Account Manager (1999-2002) and Vice President, Key Account Manager (1996-1999) of Liberty Funds Distributor, Inc.; President and Director, of Acton Shapleigh Youth Conservation Corps (non -profit) (2012-2015); and Vice President and Director of Grahamtastic Connection (non-profit) (since May 2013). Oversees 51 portfolios in the OppenheimerFunds complex. Ms. Brown has served on the Boards of certain Oppenheimer funds since January 2016, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Edmund P. Giambastiani, Jr.,

Trustee (since 2016)

Year of Birth: 1948

  Director of THL Credit, Inc. (since November 2016) (alternative credit investment manager); Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (April 2012-September 2016); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation Athletic & Scholarship Program (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Chairman of Monster

 

40      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Edmund P. Giambastiani, Jr.,

Continued

  Worldwide, Inc. (career services) (March 2015-November 2016), Director of Monster Worldwide, Inc. (career services) (February 2008-June 2011); Lead Director (June 2011-March 2015); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007); Seventh Vice Chairman of the Joint Chiefs of Staff (2005-October 2007); Supreme Allied Commander of NATO Allied Command Transformation (2003-2005) and Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. He recently completed serving as a federal commissioner on the Military Compensation and Retirement Modernization Commission. Oversees 51 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman,

Trustee (since 2016)

Year of Birth: 1959

  Trustee of the University of Florida National Board Foundation (since September 2017); Member of the Cartica Funds Board of Directors (private investment funds) (since January 2017); Member of the University of Florida Law Center Association, Inc. Board of Trustees and Audit Committee Member (since April 2016); Member of University of Florida Law Advisory Board, Washington, DC Alumni Group (since 2015); Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation of the U.S. Securities and Exchange Commission (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray LLP (1987 – 1991). Oversees 51 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

 

41      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

Mary F. Miller,

Trustee (since 2016)

Year of Birth: 1942

  Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 51 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Joel W. Motley,

Trustee (since 2016)

Year of Birth: 1952

  Director of Office of Finance Federal Home Loan Bank (since September 2016); Director of Greenwall Foundation (since October 2013); Member of Board and Investment Committee of The Greenwall Foundation (since April 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member and Investment Committee Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 51 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

Joanne Pace,

Trustee (since 2016)

Year of Birth: 1958

  Advisory Board Director of Massey Quick Simon & Co. (wealth management), LLC (since October 2014); Board Director of Horizon Blue Cross Blue Shield of New Jersey (healthcare) (since November 2012); Advisory Board Director of The Alberleen Group LLC (investment banking) (since March 2012); Governing Council Member (since 2016) and Chair of Education Committee (since 2017) of Independent Directors Council (IDC) (since 2016); Board Member of 100 Women in Finance (non-profit) (since January 2015); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May 2012); Director of The Komera Project (non-profit) (April 2012-2016); New York Advisory Board Director of Peace First (non-profit) (March 2010-2013); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse (investment banking): Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of

 

42      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


    

 

Joanne Pace,

Continued

  Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007- 2010) and Investment Committee Chair (2008-2010). Oversees 51 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

Daniel Vandivort,

Trustee (since 2016)

Year of Birth: 1954

 

Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/ Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee (since January 2015) and Treasurer and Chairman of the Audit Committee and Finance Committee (since January 2016) of Board of Trustees of Huntington Disease Foundation of America; Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 51 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

 

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

Arthur P. Steinmetz,

Trustee (since 2016), President and Principal Executive Officer (since 2014)

Year of Birth: 1958

  Chairman of OppenheimerFunds, Inc. (since January 2015); CEO and Chairman of OFI Global Asset Management, Inc. (since July 2014), President of OFI Global Asset Management, Inc. (since May 2013), a Director of OFI Global Asset Management, Inc. (since January 2013), Director of OppenheimerFunds, Inc. (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (OppenheimerFunds, Inc.’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chief Investment Officer of OppenheimerFunds, Inc. (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of OppenheimerFunds, Inc. (April 2009-October 2010); Executive Vice President of OppenheimerFunds, Inc. (October 2009-December 2012); Director of Fixed Income of OppenheimerFunds, Inc. (January 2009-April 2009); and a Senior Vice President of OppenheimerFunds, Inc. (March 1993-September 2009). An officer of 107 portfolios in the OppenheimerFunds complex.

 

43      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


TRUSTEES AND OFFICERS Unaudited / Continued

 

 

OTHER OFFICERS OF THE FUND

 

 

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

Robert B. Dunphy,

Vice President (since 2016)

Year of Birth: 1979

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

Cynthia Lo Bessette,

Secretary and Chief Legal Officer (since 2016)

Year of Birth: 1969

  Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC. An officer of 107 portfolios in the OppenheimerFunds complex.

Jennifer Foxson,

Vice President and Chief Business Officer (since 2016)

Year of Birth: 1969

  Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998). An officer of 107 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto,

Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014)

Year of Birth: 1973

  Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 107 portfolios in the OppenheimerFunds complex.

Brian S. Petersen,

Treasurer and Principal Financial & Accounting Officer (since 2016)

Year of Birth: 1970

  Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007). An officer of 89 portfolios in the OppenheimerFunds complex.

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

 

44      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND

 

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

© 2018 OppenheimerFunds, Inc. All rights reserved.

 

45      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


PRIVACY NOTICE

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

Information Sources

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

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

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

 

46      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 conducted via our websites, including redemptions, exchanges and purchases, are secured by the highest encryption standards available. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

·  

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

·  

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

Other Security Measures

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

How You Can Help

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

Who We Are

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

 

47      OPPENHEIMER INTERNATIONAL GROWTH AND INCOME FUND


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  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    
Call Us    
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LOGO  

Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

© 2018 OppenheimerFunds Distributor, Inc. All rights reserved.

 

RA2575.001.0518 July 25, 2018


Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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


Item 4. Principal Accountant Fees and Services.

 

(a)

Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $26,200 in fiscal 2018 and $25,400 in fiscal 2017.

 

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $3,500 in fiscal 2018 and $17,000 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $343,361 in fiscal 2018 and $320,775 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, custody audits, CP Conduit fees, incremental, and additional, audit services

 

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $1,825 in fiscal 2018 and $525 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $709,285 in fiscal 2018 and $710,577 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

 

(d)

All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.


Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

 

(e)

(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee has delegated pre-approval authority to its Chairwoman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

(2) 0%

 

(f)

Not applicable as less than 50%.

 

(g)

The principal accountant for the audit of the registrant’s annual financial statements billed $1,057,971 in fiscal 2018 and $1,048,877 in fiscal 2017 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

 

(h)

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

Item 5. Audit Committee of Listed Registrants

Not applicable.


Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 5/31/2018, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that


have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

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

Not applicable.

Item 13. Exhibits.

 

(a)

(1) Exhibit attached hereto.

(2) Exhibits attached hereto.


SIGNATURES

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

Oppenheimer International Growth and Income Fund

 

By:  

/s/ Arthur P. Steinmetz

    Arthur P. Steinmetz
    Principal Executive Officer
Date:   7/20/2018

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

 

By:  

/s/ Arthur P. Steinmetz

    Arthur P. Steinmetz
    Principal Executive Officer
Date:   7/20/2018

 

By:  

/s/ Brian S. Petersen

    Brian S. Petersen
    Principal Financial Officer
Date:   7/20/2018