-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmQkS0UWiRdCivJu7EoygP2ix7aUrIvM6hEZPSiJDANoSwFuIVUYZVie7/QXurxI rJBAkyl44dvVe2UaQxKzQQ== 0000935069-04-000104.txt : 20040116 0000935069-04-000104.hdr.sgml : 20040116 20040116161950 ACCESSION NUMBER: 0000935069-04-000104 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031130 FILED AS OF DATE: 20040116 EFFECTIVENESS DATE: 20040116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST GLOBAL INTERNATIONAL VALUE FUND INC CENTRAL INDEX KEY: 0000863250 IRS NUMBER: 133572895 STATE OF INCORPORATION: MD FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-06105 FILM NUMBER: 04529962 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER QUEST GLOBAL VALUE FUND INC DATE OF NAME CHANGE: 19951124 FORMER COMPANY: FORMER CONFORMED NAME: QUEST FOR VALUE GLOBAL EQUITY FUND INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER INTERNATIONAL GROWTH FUND CENTRAL INDEX KEY: 0001005728 IRS NUMBER: 133867060 STATE OF INCORPORATION: MA FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07489 FILM NUMBER: 04529963 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 N-CSR 1 ra0825_9460.txt RA0825_9460 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-07489 Oppenheimer International Growth Fund (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: November 30 Date of reporting period: December 1, 2002 - November 30, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund's performance during its fiscal year ended November 30, 2003, followed by a graphical comparison of the Fund's performance to an appropriate broad-based market index. Management's Discussion of Fund Performance. Oppenheimer International Growth Fund Class A shares returned 36.55% (without sales charge) for the fiscal year ended November 30, 2003. This compares to a one-year total return of 24.22% for its benchmark index, the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index. The Fund considered the effect of worldwide growth themes and sought to identify well-managed, reasonably valued companies that may benefit from these investment themes. Adherence to the Fund's growth principles greatly benefited performance during the period. Entering our current fiscal year (which began in December of 2002), the Fund's long-term, growth oriented investment style was at odds with the highly risk averse, short-term style favored by many investors during that time. However, we did not abandon our style, but instead used the negative sentiment to re-acquire well-managed Internet, media and communications equipment stocks at very attractive prices. Those stocks, along with other growth stocks in the portfolio provided a strong catalyst once uncertainty over the war with Iraq dissipated. Indeed, we were able to fully capture the early gains in the market rally, rather than play catch-up after it was clear the market had already turned. Examples of this strategy included investments in Spanish cable company Sogecable and Swedish telecom equipment company Telefonaktiebolaget LM Ericsson AB. Positions in Japanese financial stocks, namely banking companies UFJ Holdings, Inc. and Mitsubishi Tokyo Financial Group, Inc., also worked to the Fund's advantage. Most Japanese financial shares reacted positively to news that the non-performing loan problem was abating. Non-performing loans have been a major problem for the Japanese financial system since the collapse of asset prices, particularly property, after the market peaked in 1989. Like their European counterparts, Japanese technology and media stocks also bolstered returns, as evidenced by strong gains from Yahoo Japan Corp., an Internet company and Canon, Inc., whose growth is being driven by digital cameras and copiers. Meanwhile, selective exposure to emerging market stocks, predominantly within the higher-quality markets of Brazil and India, added to the Fund's outperformance. Brazilian aircraft manufacturer Empresa Brasileira de Aeronautica SA (Embraer) is well positioned to profit from rising global demand for regional jets. At the same time, Indian IT leader Infosys Technologies Ltd. has assumed a leadership role in offshore technology outsourcing. 6 | OPPENHEIMER INTERNATIONAL GROWTH FUND Weakness at the sector level proved to be the principal detractor from performance, with the most notable laggards being healthcare and consumer staples. In light of their defensive nature, these groups did not fully participate in a rally driven primarily by economically sensitive sectors such as information technology and financials. Country, sector and market capitalization weightings were the result of individual stock selection and do not reflect predetermined target allocations. The Fund's holdings, allocations, management, and strategies are subject to change. Investing in foreign securities poses additional risks, such as currency fluctuations and higher expenses. Comparing the Fund's Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each class of shares of the Fund held until November 30, 2003. In case Class A, Class B and Class C shares, performance is measured since the inception of the Fund on March 25, 1996. In the case of Class N shares, performance is measured from inception of the class on March 1, 2001. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. The Fund's performance is compared to the performance of the Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index, which is a free float-adjusted market capitalization index that is designed to measure developed market equity performance, excluding the US & Canada. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs that follow shows the effect of taxes. The Fund's performance reflects the effects of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index. 7 | OPPENHEIMER INTERNATIONAL GROWTH FUND FUND PERFORMANCE DISCUSSION Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer International Growth Fund (Class A) MSCI EAFE Index [LINE CHART] Value of Investment Morgan Stanley EAFE Date In Fund (Europe Australasia & Far East Index) 03/25/1996 9,425 10,000 05/31/1996 9,849 10,106 08/31/1996 10,085 9,895 11/30/1996 11,065 10,462 02/28/1997 12,026 10,136 05/31/1997 13,082 10,900 08/31/1997 13,261 10,821 11/30/1997 13,544 10,449 02/28/1998 14,375 11,737 05/31/1998 16,634 12,143 08/31/1998 14,040 10,836 11/30/1998 14,461 12,202 02/28/1999 14,467 12,353 05/31/1999 14,935 12,709 08/31/1999 16,136 13,656 11/30/1999 19,567 14,816 02/29/2000 28,739 15,536 05/31/2000 22,865 14,924 08/31/2000 25,519 14,996 11/30/2000 20,335 13,415 02/28/2001 20,242 12,848 05/31/2001 19,951 12,396 08/31/2001 16,993 11,385 11/30/2001 16,151 10,884 02/28/2002 15,808 10,441 05/31/2002 16,425 11,241 08/31/2002 13,350 9,713 11/30/2002 12,592 9,555 02/28/2003 10,621 8,647 05/31/2003 12,776 9,899 08/31/2003 14,865 10,643 11/30/2003 17,195 11,919 Average Annual Total Return of Class A Shares of the Fund at 11/30/03 1 Year 28.70% 5 Year 2.30% Since Inception 7.31% Class B Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer International Growth Fund (Class B) MSCI EAFE Index [LINE CHART] Value of Investment Morgan Stanley EAFE Date In Fund (Europe Australasia & Far East Index) 03/25/1996 10,000 10,000 05/31/1996 10,420 10,106 08/31/1996 10,640 9,895 11/30/1996 11,650 10,462 02/28/1997 12,630 10,136 05/31/1997 13,720 10,900 08/31/1997 13,890 10,821 11/30/1997 14,150 10,449 02/28/1998 14,992 11,737 05/31/1998 17,318 12,143 08/31/1998 14,586 10,836 11/30/1998 14,992 12,202 02/28/1999 14,982 12,353 05/31/1999 15,433 12,709 08/31/1999 16,636 13,656 11/30/1999 20,137 14,816 02/29/2000 29,521 15,536 05/31/2000 23,443 14,924 08/31/2000 26,113 14,996 11/30/2000 20,773 13,415 02/28/2001 20,630 12,848 05/31/2001 20,299 12,396 08/31/2001 17,252 11,385 11/30/2001 16,362 10,884 02/28/2002 15,986 10,441 05/31/2002 16,617 11,241 08/31/2002 13,506 9,713 11/30/2002 12,739 9,555 02/28/2003 10,745 8,647 05/31/2003 12,925 9,899 08/31/2003 15,039 10,643 11/30/2003 17,396 11,919 Average Annual Total Return of Class B Shares of the Fund at 11/30/03 1 Year 30.49% 5 Year 2.38% Since Inception 7.47% *See Notes on page 10 for further details. 8 | OPPENHEIMER INTERNATIONAL GROWTH FUND Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer International Growth Fund (Class C) MSCI EAFE Index [LINE CHART] Value of Investment Morgan Stanley EAFE Date In Fund (Europe Australasia & Far East Index) 03/25/1996 10,000 10,000 05/31/1996 10,420 10,106 08/31/1996 10,650 9,895 11/30/1996 11,660 10,462 02/28/1997 12,650 10,136 05/31/1997 13,730 10,900 08/31/1997 13,900 10,821 11/30/1997 14,170 10,449 02/28/1998 15,012 11,737 05/31/1998 17,338 12,143 08/31/1998 14,606 10,836 11/30/1998 15,012 12,202 02/28/1999 15,003 12,353 05/31/1999 15,454 12,709 08/31/1999 16,657 13,656 11/30/1999 20,158 14,816 02/29/2000 29,563 15,536 05/31/2000 23,475 14,924 08/31/2000 26,145 14,996 11/30/2000 20,794 13,415 02/28/2001 20,662 12,848 05/31/2001 20,331 12,396 08/31/2001 17,273 11,385 11/30/2001 16,395 10,884 02/28/2002 16,018 10,441 05/31/2002 16,600 11,241 08/31/2002 13,474 9,713 11/30/2002 12,687 9,555 02/28/2003 10,669 8,647 05/31/2003 12,821 9,899 08/31/2003 14,893 10,643 11/30/2003 17,183 11,919 Average Annual Total Return of Class C Shares of the Fund at 11/30/03 1 Year 34.44% 5 Year 2.74% Since Inception 7.30% Class N Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer International Growth Fund (Class N) MSCI EAFE Index [LINE CHART] Value of Investment Morgan Stanley EAFE Date In Fund (Europe Australasia & Far East Index) 03/01/2001 10,000 10,000 05/31/2001 9,856 9,648 08/31/2001 8,388 8,861 11/30/2001 7,967 8,471 02/28/2002 7,794 8,126 05/31/2002 8,090 8,749 08/31/2002 6,576 7,560 11/30/2002 6,200 7,437 02/28/2003 5,219 6,730 05/31/2003 6,280 7,704 08/31/2003 7,302 8,284 11/30/2003 8,433 9,277 Average Annual Total Return of Class N Shares of the Fund at 11/30/03 1 Year 35.01% Since Inception -6.02% The performance information for the MSCI EAFE Index in the graphs begins on 3/31/96 for Class A, Class B and Class C, and on 2/28/01 for Class N shares. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 9 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES In reviewing performance and rankings, please remember that past performance cannot guarantee future results. 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 the original cost. Because of ongoing market volatility, the Fund's performance may be subject to substantial fluctuations, and current performance may be more or less than the results shown. For updates on the Fund's performance, visit our website at www.oppenheimerfunds.com. Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. For more complete information about the Fund, including charges, expenses and risks, please refer to the prospectus. To obtain a copy, call your financial advisor, call OppenheimerFunds Distributor, Inc. at 1.800.CALL OPP (1.800.225.5677) or visit the OppenheimerFunds website at www.oppenheimerfunds.com. Read the prospectus carefully before you invest or send money. Class A shares of the Fund were first publicly offered on 3/25/96. Unless otherwise noted, Class A returns include the maximum initial sales charge of 5.75%. Class B shares of the Fund were first publicly offered on 3/25/96. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge. Class C shares of the Fund were first publicly offered on 3/25/96. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 10 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS November 30, 2003 Market Value Shares See Note 1 - ------------------------------------------------------------------------------ Common Stocks--96.3% - ------------------------------------------------------------------------------ Consumer Discretionary--14.8% - ------------------------------------------------------------------------------ Auto Components--1.4% Continental AG 335,665 $ 11,668,489 - ------------------------------------------------------------------------------ Automobiles--0.6% Porsche AG, Preferred 8,944 4,626,187 - ------------------------------------------------------------------------------ Distributors--0.4% Medion AG 83,981 3,281,778 - ------------------------------------------------------------------------------ Household Durables--1.6% Groupe SEB SA 43,059 5,254,390 - ------------------------------------------------------------------------------ Thomson SA 396,970 8,403,476 -------------- 13,657,866 - ------------------------------------------------------------------------------ Internet & Catalog Retail--1.1% LG Home Shopping, Inc. 207,880 9,667,228 - ------------------------------------------------------------------------------ Media--6.9% British Sky Broadcasting Group plc 1 342,639 3,971,799 - ------------------------------------------------------------------------------ Grupo Televisa SA, Sponsored GDR 137,200 5,604,621 - ------------------------------------------------------------------------------ Mediaset SpA 760,000 8,618,175 - ------------------------------------------------------------------------------ News Corp. Ltd. (The) 617,789 5,270,509 - ------------------------------------------------------------------------------ Societe Television Francaise 1 249,860 8,071,719 - ------------------------------------------------------------------------------ Sogecable SA 1 225,700 6,736,612 - ------------------------------------------------------------------------------ Vivendi Universal SA 1 560,670 12,870,241 - ------------------------------------------------------------------------------ Zee Telefilms Ltd. 2,339,700 6,624,976 -------------- 57,768,652 - ------------------------------------------------------------------------------ Specialty Retail--1.8% Hennes & Mauritz AB (H&M), B Shares 345,900 8,079,744 - ------------------------------------------------------------------------------ New Dixons Group plc 3,108,555 7,297,630 -------------- 15,377,374 - ------------------------------------------------------------------------------ Textiles, Apparel & Luxury Goods--1.0% Luxottica Group SpA 471,700 8,283,503 - ------------------------------------------------------------------------------ Consumer Staples--3.9% - ------------------------------------------------------------------------------ Beverages--2.1% Foster's Group Ltd. 1,564,295 4,980,465 - ------------------------------------------------------------------------------ Pernod-Ricard SA 120,160 12,768,774 -------------- 17,749,239 Market Value Shares See Note 1 - ------------------------------------------------------------------------------ Food & Staples Retailing--1.0% Carrefour SA 116,050 $ 6,252,956 - ------------------------------------------------------------------------------ Woolworths Ltd. 255,600 2,097,357 -------------- 8,350,313 - ------------------------------------------------------------------------------ Food Products--0.8% Cadbury Schweppes plc 598,060 3,810,865 - ------------------------------------------------------------------------------ Parmalat Finanziaria SpA 1,050,244 2,882,944 -------------- 6,693,809 - ------------------------------------------------------------------------------ Energy--1.0% - ------------------------------------------------------------------------------ Energy Equipment & Services--0.4% Technip-Coflexip SA 33,580 3,612,648 - ------------------------------------------------------------------------------ Oil & Gas--0.6% Tsakos Energy Navigation Ltd. 287,200 4,577,968 - ------------------------------------------------------------------------------ Financials--15.5% - ------------------------------------------------------------------------------ Commercial Banks--8.4% ABN Amro Holding NV 189,300 4,166,140 - ------------------------------------------------------------------------------ Anglo Irish Bank Corp 1,767,515 23,941,541 - ------------------------------------------------------------------------------ ICICI Bank Ltd., Sponsored ADR 689,900 9,175,670 - ------------------------------------------------------------------------------ Mitsubishi Tokyo Financial Group, Inc. 1,683 12,570,252 - ------------------------------------------------------------------------------ Royal Bank of Scotland Group plc (The) 152,660 4,261,224 - ------------------------------------------------------------------------------ Societe Generale, Cl. A 109,830 8,794,436 - ------------------------------------------------------------------------------ UFJ Holdings, Inc. 1 1,714 7,324,251 -------------- 70,233,514 - ------------------------------------------------------------------------------ Diversified Financial Services--5.7% 3i Group plc 1,275,471 13,359,140 - ------------------------------------------------------------------------------ Ackermans & van Haaren NV 147,642 3,167,915 - ------------------------------------------------------------------------------ Collins Stewart Tullett plc 2,126,861 16,460,470 - ------------------------------------------------------------------------------ MLP AG 1 790,035 14,868,136 -------------- 47,855,661 11 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS Continued Market Value Shares See Note 1 - ------------------------------------------------------------------------------ Real Estate--1.0% Solidere, GDR 2 877,092 $ 4,319,678 - ------------------------------------------------------------------------------ Sumitomo Realty & Development Co. Ltd. 560,000 4,366,691 -------------- 8,686,369 - ------------------------------------------------------------------------------ Thrifts & Mortgage Finance--0.4% Housing Development Finance Corp. Ltd. 265,500 3,204,330 - ------------------------------------------------------------------------------ Health Care--16.4% - ------------------------------------------------------------------------------ Health Care Equipment & Supplies--1.4% Art Advanced Research Technologies, Inc. 1,3,4 1,901,125 4,753,178 - ------------------------------------------------------------------------------ Essilor International SA 83,170 4,146,352 - ------------------------------------------------------------------------------ Ortivus AB, B Shares 1,4 710,800 2,963,195 -------------- 11,862,725 - ------------------------------------------------------------------------------ Health Care Providers & Services--0.4% Nicox SA 1 850,949 3,876,124 - ------------------------------------------------------------------------------ Pharmaceuticals--14.6% AstraZeneca plc 128,760 5,844,010 - ------------------------------------------------------------------------------ Aventis SA 92,350 5,330,203 - ------------------------------------------------------------------------------ Biovail Corp. 1 64,500 1,209,375 - ------------------------------------------------------------------------------ Dr. Reddy's Laboratories Ltd., Sponsored ADR 265,900 7,445,200 - ------------------------------------------------------------------------------ Fujisawa Pharmaceutical Co. Ltd. 153,000 2,856,875 - ------------------------------------------------------------------------------ GlaxoSmithKline plc 277,345 6,253,363 - ------------------------------------------------------------------------------ H. Lundbeck AS 230,100 3,614,660 - ------------------------------------------------------------------------------ Marshall Edwards, Inc. 1,3 1,750,000 15,048,689 - ------------------------------------------------------------------------------ NeuroSearch AS 1 273,200 7,350,949 - ------------------------------------------------------------------------------ Novogen Ltd. 1,4 6,323,015 32,988,156 - ------------------------------------------------------------------------------ Pliva d.d., GDR 2 221,950 3,493,493 - ------------------------------------------------------------------------------ Sanofi-Synthelabo SA 99,420 6,733,374 - ------------------------------------------------------------------------------ Schering AG 122,691 6,176,928 - ------------------------------------------------------------------------------ Shionogi & Co. Ltd. 457,000 7,556,857 - ------------------------------------------------------------------------------ SkyePharma plc 1 6,771,550 8,792,769 - ------------------------------------------------------------------------------ Takeda Chemical Industries Ltd. 48,000 1,840,760 -------------- 122,535,661 Market Value Shares See Note 1 - ------------------------------------------------------------------------------ Industrials--16.5% - ------------------------------------------------------------------------------ Aerospace & Defense--4.7% Empresa Brasileira de Aeronautica SA (Embraer), Preference 5,488,546 $ 39,855,746 - ------------------------------------------------------------------------------ Air Freight & Logistics--0.2% Sinotrans Ltd. 4,200,000 1,919,833 - ------------------------------------------------------------------------------ Commercial Services & Supplies--3.2% BTG plc 1 2,499,460 8,382,459 - ------------------------------------------------------------------------------ Buhrmann NV 1,105,458 8,401,214 - ------------------------------------------------------------------------------ Prosegur Compania de Seguridad SA 205,149 3,368,996 - ------------------------------------------------------------------------------ Randstad Holding NV 342,500 6,835,737 -------------- 26,988,406 - ------------------------------------------------------------------------------ Construction & Engineering--2.3% Koninklijke Boskalis Westminster NV 703,061 17,428,263 - ------------------------------------------------------------------------------ Leighton Holdings Ltd. 270,439 2,273,914 -------------- 19,702,177 - ------------------------------------------------------------------------------ Electrical Equipment--1.5% Ushio, Inc. 787,000 12,402,867 - ------------------------------------------------------------------------------ Industrial Conglomerates--3.2% Aalberts Industries NV 1,037,153 26,480,915 - ------------------------------------------------------------------------------ Machinery--1.4% GSI Lumonics, Inc. 1 203,400 2,145,870 - ------------------------------------------------------------------------------ Halma plc 521,316 1,219,356 - ------------------------------------------------------------------------------ Hyundai Heavy Industries Co. Ltd. 1 259,846 8,192,807 -------------- 11,558,033 - ------------------------------------------------------------------------------ Information Technology--22.0% - ------------------------------------------------------------------------------ Communications Equipment--2.1% Nokia Oyj 225,800 4,068,117 - ------------------------------------------------------------------------------ Telefonaktiebolaget LM Ericsson AB, B Shares 1 8,262,900 13,341,192 -------------- 17,409,309 - ------------------------------------------------------------------------------ Computers & Peripherals--0.6% Logitech International SA 1 115,393 4,998,652 - ------------------------------------------------------------------------------ Electronic Equipment & Instruments--6.2% Alps Electric Co. Ltd. 238,000 3,368,335 12 | OPPENHEIMER INTERNATIONAL GROWTH FUND Market Value Shares See Note 1 - ------------------------------------------------------------------------------ Electronic Equipment & Instruments Continued Epcos AG 1 587,582 $ 13,403,488 - ------------------------------------------------------------------------------ Keyence Corp. 33,500 7,527,712 - ------------------------------------------------------------------------------ Nippon Electric Glass Co. Ltd. 340,000 6,364,134 - ------------------------------------------------------------------------------ Omron Corp. 553,318 10,508,596 - ------------------------------------------------------------------------------ Tandberg ASA 1 1,583,700 11,488,869 -------------- 52,661,134 - ------------------------------------------------------------------------------ Internet Software & Services--1.6% T-Online International AG 1 549,744 6,932,451 - ------------------------------------------------------------------------------ Yahoo Japan Corp. 1 495 6,508,400 -------------- 13,440,851 - ------------------------------------------------------------------------------ IT Services--4.5% Amadeus Global Travel Distribution SA 1,007,600 6,280,613 - ------------------------------------------------------------------------------ Getronics NV 1 2,822,400 5,819,123 - ------------------------------------------------------------------------------ Infosys Technologies Ltd. 96,794 10,414,290 - ------------------------------------------------------------------------------ NIIT Ltd. 1,208,400 5,706,700 - ------------------------------------------------------------------------------ NTT Data Corp. 1,221 4,481,757 - ------------------------------------------------------------------------------ United Internet AG 219,317 5,152,748 -------------- 37,855,231 - ------------------------------------------------------------------------------ Office Electronics--2.3% Canon, Inc. 239,000 11,042,184 - ------------------------------------------------------------------------------ Konica Minolta Holdings, Inc. 676,000 7,999,416 -------------- 19,041,600 - ------------------------------------------------------------------------------ Semiconductors & Semiconductor Equipment--3.0% ASM International NV 1 752,700 14,248,611 - ------------------------------------------------------------------------------ Jenoptik AG 1,043,368 11,093,579 -------------- 25,342,190 - ------------------------------------------------------------------------------ Software--1.7% UBI Soft Entertainment SA 1 272,336 8,438,712 - ------------------------------------------------------------------------------ Unit 4 Agresso NV 1 590,830 6,303,229 -------------- 14,741,941 Market Value Shares See Note 1 - ------------------------------------------------------------------------------ Materials--1.2% - ------------------------------------------------------------------------------ Metals & Mining--1.2% Companhia Vale do Rio Doce, Sponsored ADR 260,400 $ 10,124,352 - ------------------------------------------------------------------------------ Telecommunication Services--5.0% - ------------------------------------------------------------------------------ Diversified Telecommunication Services--0.7% BT Group plc 631,890 1,888,239 - ------------------------------------------------------------------------------ Videsh Sanchar Nigam Ltd. 1,320,000 3,891,938 -------------- 5,780,177 - ------------------------------------------------------------------------------ Wireless Telecommunication Services--4.3% KDDI Corp. 2,495 13,008,081 - ------------------------------------------------------------------------------ SK Telecom Co. Ltd. 20,100 3,243,958 - ------------------------------------------------------------------------------ Telecom Italia Mobile SpA 744,900 3,830,591 - ------------------------------------------------------------------------------ Vodafone Group plc 7,086,390 16,270,351 -------------- 36,352,981 -------------- Total Common Stocks (Cost $683,825,866) 810,225,833 - ------------------------------------------------------------------------------ Preferred Stocks--1.0% Ceres, Inc.: $4.00 Cv., Series C-1 1,3 44,515 289,348 Cv., Series C 1,3 600,000 3,900,000 Cv., Series D 1,3 418,000 2,717,000 - ------------------------------------------------------------------------------ Oxagen Ltd., Cv. 1,3 2,142,875 1,289,898 -------------- Total Preferred Stocks (Cost $7,296,760) 8,196,246 Units - ------------------------------------------------------------------------------ Rights, Warrants and Certificates--0.0% Ceres Group, Inc.: Series C Wts., Exp. 8/28/06 1,3 20,032 -- Series D Wts., Exp. 12/31/30 1,3 41,800 -- - ------------------------------------------------------------------------------ UBI Soft Entertainment SA Wts., Exp. 5/14/06 1 603,021 390,334 -------------- Total Rights, Warrants and Certificates (Cost $0) 390,334 13 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF INVESTMENTS Continued Principal Market Value Amount See Note 1 - ------------------------------------------------------------------------------ Joint Repurchase Agreements--2.5% Undivided interest of 7.81% in joint repurchase agreement (Principal Amount/ Market Value $269,201,000, with a maturity value of $269,223,658) with Banc One Capital Markets, Inc., 1.01%, dated 11/28/03, to be repurchased at $21,034,770 on 12/1/03, collateralized by U.S. Treasury Bonds, 7.25%--12%, 8/15/13--8/15/22, with a value of $29,442,516 and U.S. Treasury Nts., 1.50%--7.875%, 2/15/04--2/15/10, with a value of $245,568,795 (Cost $21,033,000) $21,033,000 $ 21,033,000 Market Value See Note 1 - ------------------------------------------------------------------------------ Total Investments, at Value (Cost $712,155,626) 99.8% $839,845,413 - ------------------------------------------------------------------------------ Other Assets Net of Liabilities 0.2 1,315,980 --------------------------- Net Assets 100.0% $841,161,393 =========================== Footnotes to Statement of Investments 1. Non-income producing security. 2. 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 $7,813,171 or 0.93% of the Fund's net assets as of November 30, 2003. 3. Identifies issues considered to be illiquid or restricted. See Note 6 of Notes to Financial Statements. 4. Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer, and is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended November 30, 2003. The aggregate fair value of securities of affiliated companies held by the Fund as of November 30, 2003 amounts to $40,704,529. Transactions during the period in which the issuer was an affiliate are as follows:
Unrealized Shares Gross Gross Shares Appreciation Realized Nov. 30, 2002 Additions Reductions Nov. 30, 2003 (Depreciation) Loss - ------------------------------------------------------------------------------------------------------------ Stocks and/or Warrants Art Advanced Research Technologies, Inc. 1,901,125 -- -- 1,901,125 $(2,746,822) $ -- Magnus Holding NV 1,206,580 1,043,300 2,249,880 -- -- 4,965,742 Novogen Ltd. 6,549,983 158,100 385,068 6,323,015 23,992,211 71,793 Ortivus AB, B Shares 698,400 26,800 14,400 710,800 (5,396,900) 278,606 Oxagen Ltd., Cv.* 1,250,000 892,875 -- 2,142,875 -- -- UBI Soft Entertainment SA* 938,841 -- 666,505 272,336 -- 9,656,872 ------------------------- $15,848,489 $14,973,013 ========================= * No longer an affiliate as of November 30, 2003.
14 | OPPENHEIMER INTERNATIONAL GROWTH FUND Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows: Geographic Holdings Market Value Percent - ----------------------------------------------------------------------- Japan $119,727,168 14.3% Great Britain 99,101,573 11.8 France 94,943,739 11.3 The Netherlands 89,683,232 10.7 Germany 77,203,784 9.2 Australia 62,659,090 7.5 Brazil 49,980,098 6.0 India 46,463,104 5.3 United States 29,148,723 3.5 Sweden 24,384,131 2.9 Ireland 23,941,541 2.9 Italy 23,615,213 2.8 Korea, Republic of South 21,103,993 2.5 Spain 16,386,221 2.0 Norway 16,066,837 1.9 Denmark 10,965,609 1.3 Canada 6,899,048 0.8 Mexico 5,604,621 0.7 Switzerland 4,998,652 0.6 Lebanon 4,319,678 0.5 Finland 4,068,117 0.5 Croatia 3,493,493 0.4 Belgium 3,167,915 0.4 China 1,919,833 0.2 ------------------------------ Total $839,845,413 100.0% ============================== See accompanying Notes to Financial Statements. 15 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES November 30, 2003
- -------------------------------------------------------------------------------------------------- Assets Investments, at value--see accompanying statement: Unaffiliated companies (cost $687,299,586) $ 799,140,884 Affiliated companies (cost $24,856,040) 40,704,529 ---------------- 839,845,413 - ------------------------------------------------------------------------------------------------- Receivables and other assets: Investments sold 8,186,586 Shares of beneficial interest sold 2,038,116 Interest and dividends 827,560 Other 586 ---------------- Total assets 850,898,261 - ------------------------------------------------------------------------------------------------- Liabilities Bank overdraft 2,130,220 - ------------------------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 5,298,139 Shares of beneficial interest redeemed 1,295,264 Distribution and service plan fees 328,212 Transfer and shareholder servicing agent fees 228,292 Shareholder reports 210,201 Trustees' compensation 159,121 Other 87,419 ---------------- Total liabilities 9,736,868 - ------------------------------------------------------------------------------------------------- Net Assets $ 841,161,393 ================ - ------------------------------------------------------------------------------------------------- Composition of Net Assets Paid-in capital $1,099,786,533 - ------------------------------------------------------------------------------------------------- Overdistributed net investment income (4,665,046) - ------------------------------------------------------------------------------------------------- Accumulated net realized loss on investments and foreign currency transactions (381,677,390) - ------------------------------------------------------------------------------------------------- Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies 127,717,296 ---------------- Net Assets $ 841,161,393 ================
16 | OPPENHEIMER INTERNATIONAL GROWTH FUND
- ------------------------------------------------------------------------------------------------ Net Asset Value Per Share Class A Shares: Net asset value and redemption price per share (based on net assets of $528,362,591 and 33,619,499 shares of beneficial interest outstanding) $15.72 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $16.68 - ------------------------------------------------------------------------------------------------ Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $174,959,488 and 11,667,335 shares of beneficial interest outstanding) $15.00 - ------------------------------------------------------------------------------------------------ Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $116,659,190 and 7,773,560 shares of beneficial interest outstanding) $15.01 - ------------------------------------------------------------------------------------------------ Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $21,180,124 and 1,365,331 shares of beneficial interest outstanding) $15.51
See accompanying Notes to Financial Statements. 17 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENT OF OPERATIONS For the Year Ended November 30, 2003
- ------------------------------------------------------------------------------------------------- Investment Income Dividends (net of foreign withholding taxes of $1,261,453) $ 10,289,857 - ------------------------------------------------------------------------------------------------- Interest 133,468 --------------- Total investment income 10,423,325 - ------------------------------------------------------------------------------------------------- Expenses Management fees 5,003,528 - ------------------------------------------------------------------------------------------------- Distribution and service plan fees: Class A 929,840 Class B 1,487,996 Class C 904,573 Class N 73,498 - ------------------------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 3,020,016 Class B 900,472 Class C 459,280 Class N 78,524 - ------------------------------------------------------------------------------------------------- Shareholder reports 249,780 - ------------------------------------------------------------------------------------------------- Custodian fees and expenses 249,409 - ------------------------------------------------------------------------------------------------- Trustees' compensation 36,573 - ------------------------------------------------------------------------------------------------- Other 80,390 --------------- Total expenses 13,473,879 Less reduction to custodian expenses (2,123) Less voluntary waiver of transfer and shareholder servicing agent fees--Class A (1,778,024) Less voluntary waiver of transfer and shareholder servicing agent fees--Class B (425,286) Less voluntary waiver of transfer and shareholder servicing agent fees--Class C (146,804) Less voluntary waiver of transfer and shareholder servicing agent fees--Class N (25,436) --------------- Net expenses 11,096,206 - ------------------------------------------------------------------------------------------------- Net Investment Loss (672,881) - ------------------------------------------------------------------------------------------------- Realized and Unrealized Gain (Loss) Net realized gain (loss) on: Investments: Unaffiliated companies (196,913,773) Affiliated companies (14,973,013) Foreign currency transactions 58,197,059 --------------- Net realized loss (153,689,727) - ------------------------------------------------------------------------------------------------- Net change in unrealized appreciation on: Investments 322,851,024 Translation of assets and liabilities denominated in foreign currencies 49,826,921 --------------- Net change in unrealized appreciation 372,677,945 - ------------------------------------------------------------------------------------------------- Net Increase in Net Assets Resulting from Operations $ 218,315,337 ===============
See accompanying Notes to Financial Statements. 18 | OPPENHEIMER INTERNATIONAL GROWTH FUND STATEMENTS OF CHANGES IN NET ASSETS
Year Ended November 30, 2003 2002 - ------------------------------------------------------------------------------------------------------------------------- Operations Net investment income (loss) $ (672,881) $ 2,798,149 - ------------------------------------------------------------------------------------------------------------------------- Net realized loss (153,689,727) (140,431,293) - ------------------------------------------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) 372,677,945 (85,001,129) -------------------------------- Net increase (decrease) in net assets resulting from operations 218,315,337 (222,634,273) - ------------------------------------------------------------------------------------------------------------------------- Dividends and/or Distributions to Shareholders Dividends from net investment income: Class A (3,451,367) (1,561,357) Class B (393,792) -- Class C (280,451) -- Class N (141,834) (22,162) - ------------------------------------------------------------------------------------------------------------------------- Beneficial Interest Transactions Net increase (decrease) in net assets resulting from beneficial interest transactions: Class A 35,842,844 (31,271,131) Class B (31,008,777) (19,682,917) Class C (2,213,224) 2,247,648 Class N 4,032,418 10,497,750 - ------------------------------------------------------------------------------------------------------------------------- Net Assets Total increase (decrease) 220,701,154 (262,426,442) - ------------------------------------------------------------------------------------------------------------------------- Beginning of period 620,460,239 882,886,681 -------------------------------- End of period [including undistributed (overdistributed) net investment income of $(4,665,046) and $1,579,437, respectively] $ 841,161,393 $ 620,460,239 ================================
See accompanying Notes to Financial Statements. 19 | OPPENHEIMER INTERNATIONAL GROWTH FUND FINANCIAL HIGHLIGHTS
Class A Year Ended November 30, 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $11.63 $14.96 $19.77 $19.22 $15.11 - -------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .01 .12 .06 (.01) (.02) Net realized and unrealized gain (loss) 4.19 (3.41) (3.93) .77 5.02 ------------------------------------------------------------ Total from investment operations 4.20 (3.29) (3.87) .76 5.00 - -------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.11) (.04) -- -- (.13) Distributions from net realized gain -- -- (.94) (.21) (.76) ------------------------------------------------------------ Total dividends and/or distributions to shareholders (.11) (.04) (.94) (.21) (.89) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $15.72 $11.63 $14.96 $19.77 $19.22 ============================================================ - -------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 36.55% (22.04)% (20.58)% 3.92% 35.31% - -------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $528,363 $358,097 $535,615 $478,680 $208,981 - -------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $390,315 $512,319 $536,366 $418,537 $180,719 - -------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment income (loss) 0.18% 0.62% 0.62% 0.22% (0.15)% Total expenses 1.88% 1.64% 1.42% 1.38% 1.55% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.42% 1.56% N/A 3,4 N/A 3 N/A 3 - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 61% 46% 33% 61% 75% 1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of 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. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. 4. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements 20 | OPPENHEIMER INTERNATIONAL GROWTH FUND
Class B Year Ended November 30, 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $11.10 $14.34 $19.14 $18.75 $14.76 - -------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.13) (.03) (.01) (.08) (.14) Net realized and unrealized gain (loss) 4.06 (3.21) (3.85) .68 4.92 ------------------------------------------------------------ Total from investment operations 3.93 (3.24) (3.86) .60 4.78 - -------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.03) -- -- -- (.03) Distributions from net realized gain -- -- (.94) (.21) (.76) ------------------------------------------------------------ Total dividends and/or distributions to shareholders (.03) -- (.94) (.21) (.79) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $15.00 $11.10 $14.34 $19.14 $18.75 ============================================================ - -------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 35.49% (22.59)% (21.23)% 3.16% 34.32% - -------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $174,959 $161,074 $230,085 $273,243 $176,021 - -------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $148,838 $200,304 $262,745 $276,393 $145,203 - -------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (0.55)% (0.12)% (0.15)% (0.56)% (0.91)% Total expenses 2.48% 2.39% 2.17% 2.14% 2.31% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.19% 2.31% N/A 3,4 N/A 3 N/A 3 - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 61% 46% 33% 61% 75% 1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of 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. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. 4. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements 21 | OPPENHEIMER INTERNATIONAL GROWTH FUND FINANCIAL HIGHLIGHTS Continued
Class C Year Ended November 30, 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $11.12 $14.37 $19.16 $18.77 $14.78 - -------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.08) (.01) -- 1 (.04) (.13) Net realized and unrealized gain (loss) 4.01 (3.24) (3.85) .64 4.91 ------------------------------------------------------------ Total from investment operations 3.93 (3.25) (3.85) .60 4.78 - -------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.04) -- -- -- (.03) Distributions from net realized gain -- -- (.94) (.21) (.76) ------------------------------------------------------------ Total dividends and/or distributions to shareholders (.04) -- (.94) (.21) (.79) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $15.01 $11.12 $14.37 $19.16 $18.77 ============================================================ - -------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 2 35.44% (22.62)% (21.16)% 3.16% 34.28% - -------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $116,659 $ 89,456 $114,084 $113,230 $49,242 - -------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 90,532 $106,551 $122,775 $ 98,110 $39,641 - -------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (0.59)% (0.12)% (0.14)% (0.53)% (0.92)% Total expenses 2.38% 2.37% 2.17% 2.14% 2.32% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.22% 2.29% N/A 4,5 N/A 4 N/A 4 - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 61% 46% 33% 61% 75% 1. Less than $0.005 per share. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements 22 | OPPENHEIMER INTERNATIONAL GROWTH FUND
Class N Year Ended November 30, 2003 2002 2001 1 - --------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $11.55 $14.93 $18.74 - --------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .02 .09 .01 Net realized and unrealized gain (loss) 4.08 (3.38) (3.82) ------------------------------------- Total from investment operations 4.10 (3.29) (3.81) - --------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.14) (.09) -- Distributions from net realized gain -- -- -- ------------------------------------- Total dividends and/or distributions to shareholders (.14) (.09) -- - --------------------------------------------------------------------------------------------------- Net asset value, end of period $15.51 $11.55 $14.93 ===================================== - --------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 2 36.01% (22.18)% (20.33)% - --------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $21,180 $11,833 $3,102 - --------------------------------------------------------------------------------------------------- Average net assets (in thousands) $14,722 $ 9,195 $1,152 - --------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment income (loss) (0.16)% 0.19% 0.18% Total expenses 1.90% 1.80% 1.74% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.73% 1.72% N/A 4,5 - --------------------------------------------------------------------------------------------------- Portfolio turnover rate 61% 46% 33% 1. For the period from March 1, 2001 (inception of offering) to November 30, 2001. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. 5. Voluntary waiver of transfer agent fees less than 0.01%.
See accompanying Notes to Financial Statements 23 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Oppenheimer International Growth Fund (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek long-term capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A, Class B, Class C and Class N shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. All classes of shares have identical rights and voting privileges. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. Class B shares will automatically convert to Class A shares six years after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- Securities Valuation. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Trustees, or at their fair value. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- Foreign Currency Translation. The Fund's accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held 24 | OPPENHEIMER INTERNATIONAL GROWTH FUND and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- Joint Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. Secured by U.S. government securities, these balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes. Net Unrealized Appreciation Based on Cost of Undistributed Undistributed Accumulated Securities and Other Net Investment Long-Term Loss Investments for Federal Income Gain Carryforward 1,2,3 Income Tax Purposes -------------------------------------------------------------------------- $8,832,904 $-- $375,050,410 $107,747,015 1. As of November 30, 2003, the Fund had $367,266,054 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of November 30, 2003, details of the capital loss carryforwards were as follows: Expiring ---------------------- 2009 $ 80,843,212 2010 110,808,862 2011 175,613,980 ------------ Total $367,266,054 ============ 2. During the fiscal years ended November 30, 2003 and November 30, 2002, the Fund did not utilize any capital loss carryforwards. 3. As of November 30, 2003, the Fund had $7,784,356 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2012. 25 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Continued Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for November 30, 2003. Net assets of the Fund were unaffected by the reclassifications. Increase Increase to Reduction to to Paid-in Accumulated Net Accumulated Net Realized Capital Investment Loss Loss on Investments --------------------------------------------------------- $60,352 $1,304,158 $1,243,806 The tax character of distributions paid during the years ended November 30, 2003 and November 30, 2002 was as follows: Year Ended Year Ended November 30, 2003 November 30, 2002 --------------------------------------------------------------- Distributions paid from: Ordinary income $4,267,444 $1,583,519 The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of November 30, 2003 are noted below. 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 and other investments $732,125,907 ============ Gross unrealized appreciation $170,514,601 Gross unrealized depreciation (62,767,586) ------------ Net unrealized appreciation $107,747,015 ============ - -------------------------------------------------------------------------------- Trustees' Compensation. The Fund has adopted an unfunded retirement plan for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during the years of service. During the year ended November 30, 2003, the Fund's projected benefit obligations were increased by $15,186 and payments of $6,363 were made to retired trustees, resulting in an accumulated liability of $154,642 as of November 30, 2003. The Board of Trustees has adopted a deferred compensation 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. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or are invested in other Oppenheimer funds selected by the Trustee. Deferral of trustees' fees under the plan will not affect the net assets of the Fund, and will not 26 | OPPENHEIMER INTERNATIONAL GROWTH FUND materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- Expense Offset Arrangement. The reduction of custodian fees represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- 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. - -------------------------------------------------------------------------------- Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. Shares of Beneficial Interest The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:
Year Ended November 30, 2003 Year Ended November 30, 2002 Shares Amount Shares Amount - ---------------------------------------------------------------------------------------- Class A Sold 40,205,063 $ 471,582,861 33,647,674 $ 459,353,682 Dividends and/or distributions reinvested 273,353 2,963,156 72,548 1,078,074 Redeemed (37,646,102) (438,703,173) (38,737,554) (491,702,887) ------------------------------------------------------------- Net increase (decrease) 2,832,314 $ 35,842,844 (5,017,332) $ (31,271,131) ============================================================= - ---------------------------------------------------------------------------------------- Class B Sold 2,549,035 $ 30,239,637 3,357,028 $ 43,682,417 Dividends and/or distributions reinvested 32,768 341,309 -- -- Redeemed (5,425,773) (61,589,723) (4,887,846) (63,365,334) ------------------------------------------------------------- Net decrease (2,843,970) $ (31,008,777) (1,530,818) $ (19,682,917) =============================================================
27 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 2. Shares of Beneficial Interest Continued
Year Ended November 30, 2003 Year Ended November 30, 2002 Shares Amount Shares Amount - ---------------------------------------------------------------------------------------- Class C Sold 3,339,291 $ 38,386,072 3,445,371 $ 45,475,541 Dividends and/or distributions reinvested 21,255 221,691 -- -- Redeemed (3,631,625) (40,820,987) (3,342,511) (43,227,893) ------------------------------------------------------------- Net increase (decrease) (271,079) $ (2,213,224) 102,860 $ 2,247,648 ============================================================= - ---------------------------------------------------------------------------------------- Class N Sold 1,277,146 $ 14,871,049 5,337,188 $ 69,369,904 Dividends and/or distributions reinvested 12,795 137,297 1,499 22,157 Redeemed (949,418) (10,975,928) (4,521,688) (58,894,311) ------------------------------------------------------------- Net increase 340,523 $ 4,032,418 816,999 $ 10,497,750 =============================================================
- -------------------------------------------------------------------------------- 3. Purchases and Sales of Securities The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended November 30, 2003, were $390,925,428 and $408,956,961, respectively. - -------------------------------------------------------------------------------- 4. Fees and Other Transactions with Affiliates Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.80% of the first $250 million of average annual net assets of the Fund, 0.77% of the next $250 million, 0.75% of the next $500 million, 0.69% of the next $1 billion, and 0.67% of average annual net assets in excess of $2 billion. - -------------------------------------------------------------------------------- Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended November 30, 2003, the Fund paid $2,196,403 to OFS for services to the Fund. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes, up to an annual rate of 0.35% of average net assets per class. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- Distribution and Service Plan (12b-1) Fees. Under its General Distributor's Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the different classes of shares of the Fund. 28 | OPPENHEIMER INTERNATIONAL GROWTH FUND The compensation paid to (or retained by) the Distributor from the sale of shares or on the redemption of shares is shown in the table below for the period indicated.
Aggregate Class A Concessions Concessions Concessions Concessions Front-End Front-End on Class A on Class B on Class C on Class N Sales Charges Sales Charges Shares Shares Shares Shares on Class A Retained by Advanced by Advanced by Advanced by Advanced by Year Ended Shares Distributor Distributor 1 Distributor 1 Distributor 1 Distributor 1 - ---------------------------------------------------------------------------------------------------------------- November 30, 2003 $1,079,823 $192,617 $532,929 $540,733 $193,930 $51,806 1. The Distributor advances concession payments to dealers for certain sales of Class A shares and for sales of Class B, Class C and Class N shares from its own resources at the time of sale.
Class A Class B Class C Class N Contingent Contingent Contingent Contingent Deferred Deferred Deferred Deferred Sales Charges Sales Charges Sales Charges Sales Charges Retained by Retained by Retained by Retained by Year Ended Distributor Distributor Distributor Distributor - -------------------------------------------------------------------------------- November 30, 2003 $175,702 $403,610 $95,694 $33,706 - -------------------------------------------------------------------------------- Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. For the year ended November 30, 2003, expense under the Class A Plan totaled $929,840, all of which were paid by the Distributor to recipients, which included $15,856 retained by the Distributor and $43,593 which was paid to an affiliate of the Manager. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. - -------------------------------------------------------------------------------- Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and the Fund pays the Distributor an annual asset-based sales charge of 0.25% per year on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. Distribution fees paid to the Distributor for the year ended November 30, 2003, were as follows: Distributor's Distributor's Aggregate Aggregate Uncompensated Uncompensated Expenses as % Total Payments Amount Retained Expenses of Net Assets Under Plan by Distributor Under Plan of Class - -------------------------------------------------------------------------------- Class B Plan $1,487,996 $1,075,394 $4,383,619 2.51% Class C Plan 904,573 202,601 2,306,111 1.98 Class N Plan 73,498 59,391 168,153 0.79 29 | OPPENHEIMER INTERNATIONAL GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 5. Foreign Currency Contracts A foreign currency contract is a commitment to purchase or sell a foreign currency at a future date, at a negotiated rate. The Fund may enter into foreign currency contracts to settle specific purchases or sales of securities denominated in a foreign currency and for protection from adverse exchange rate fluctuation. Risks to the Fund include the potential inability of the counterparty to meet the terms of the contract. The net U.S. dollar value of foreign currency underlying all contractual commitments held by the Fund and the resulting unrealized appreciation or depreciation are determined using prevailing foreign currency exchange rates. Unrealized appreciation and depreciation on foreign currency contracts are reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations with the change in unrealized appreciation or depreciation. The Fund may realize a gain or loss upon the closing or settlement of the foreign transaction. Contracts closed or settled with the same broker are recorded as net realized gain or loss. Such realized gains and losses are reported with all other foreign currency gains and losses in the Statement of Operations. As of November 30, 2003, the Fund had no outstanding foreign currency contracts. - -------------------------------------------------------------------------------- 6. Illiquid or Restricted Securities As of November 30, 2003, investments in securities included issues that are illiquid or restricted. Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund intends to invest no more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. The aggregate value of illiquid or restricted securities subject to this limitation as of November 30, 2003 was $27,998,113, which represents 3.33% of the Fund's net assets, of which $12,949,424 is considered restricted. Information concerning restricted securities is as follows:
Unrealized Acquisition Valuation as of Appreciation Security Dates Cost Nov. 30, 2003 (Depreciation) - ------------------------------------------------------------------------------------------------ Stocks and/or Warrants Art Advanced Research Technologies, Inc. 6/19/01 $7,500,000 $4,753,178 $(2,746,822) Ceres Group, Inc., Series C Wts., Exp. 8/28/06 10/25/01 -- -- -- Ceres Group, Inc., Series D Wts., Exp. 12/31/30 10/4/01 -- -- -- Ceres, Inc., $4.00 Cv., Series C-1 2/6/01 178,060 289,348 111,288 Ceres, Inc., Cv., Series C 1/6/99 2,400,000 3,900,000 1,500,000 Ceres, Inc., Cv., Series D 3/15/01 2,508,000 2,717,000 209,000 Oxagen Ltd., Cv. 12/20/00 2,210,700 1,289,898 (920,802)
30 | OPPENHEIMER INTERNATIONAL GROWTH FUND - -------------------------------------------------------------------------------- 7. Borrowing and Lending Arrangements The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Trustees, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the year ended or at November 30, 2003. 31 | OPPENHEIMER INTERNATIONAL GROWTH FUND INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- The Board of Trustees and Shareholders of Oppenheimer International Growth Fund: We have audited the accompanying statement of assets and liabilities of Oppenheimer International Growth Fund, including the statement of investments, as of November 30, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer International Growth Fund as of November 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Denver, Colorado December 19, 2003 32 | OPPENHEIMER INTERNATIONAL GROWTH FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- In early 2004, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2003. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. Dividends of $0.1110, $0.0273, $0.0352 and $0.1375 per share were paid to Class A, Class B, Class C and Class N shareholders, respectively, on December 19, 2002, all of which was designated as an ordinary income for federal income tax purposes. Dividends, if any, paid by the Fund during the fiscal year ended November 30, 2003 which are not designated as capital gain distributions should be multiplied by 0.19% to arrive at the amount eligible for the corporate dividend-received deduction. A portion, if any, of the dividends paid by the Fund during the fiscal year ended November 30, 2003 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. $10,302,859 of the Fund's fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2004, shareholders of record will receive information regarding the percentage of distributions that are eligible for lower individual income tax rates. The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis for an aggregate amount of $1,189,166 of foreign income taxes paid by the Fund during the fiscal year ended November 30, 2003. A separate notice will be mailed to each shareholder in January of 2004, which will reflect the proportionate share of such foreign taxes (as well as the dividend expected to be paid by the Fund in December of 2003) which must be treated by shareholders as gross income for federal income tax purposes. 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. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES Unaudited - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, (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 will be required to file new 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 first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 33 | OPPENHEIMER INTERNATIONAL GROWTH FUND TRUSTEES AND OFFICERS Unaudited Name, Position(s) Held with Principal Occupation(s) During Past 5 Years; Fund, Length of Service, Age Other Trusteeships/Directorships Held by Trustee; Number of Portfolios in Fund Complex Currently Overseen by Trustee INDEPENDENT The address of each Trustee in the chart below TRUSTEES is 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until his or her resignation, retirement, death or removal. Mr. Motley was elected as Trustee to the Board I funds effective October 10, 2002 and did not hold shares of Board I funds during the calendar year ended December 31, 2002. Clayton K. Yeutter, Of Counsel (since 1993), Hogan & Hartson (a law Chairman of the Board firm). Other directorships: Weyerhaeuser Corp. of Trustees (since 2003), (since 1999) and Danielson Holding Corp. (since Trustee (since 1996) 2002); formerly a director of Caterpillar, Inc. Age: 72 (1993-December 2002). Oversees 25 portfolios in the OppenheimerFunds complex. Robert G. Galli, A trustee or director of other Oppenheimer Trustee (since 1996) funds. Oversees 35 portfolios in the Age: 70 OppenheimerFunds complex. Phillip A. Griffiths, A director (since 1991) of the Institute for Trustee (since 1999) Advanced Study, Princeton, N.J., a director Age: 65 (since 2001) of GSI Lumonics, a trustee (since 1983) of Woodward Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 25 portfolios in the OppenheimerFunds complex. Joel W. Motley, Director (since 2002) Columbia Equity Financial Trustee (since 2002) Corp. (privately-held financial adviser); Age: 51 Managing Director (since 2002) Carmona Motley, Inc. (privately-held financial adviser); Formerly he held the following positions: Managing Director (January 1998-December 2001), Carmona Motley Hoffman Inc. (privately-held financial adviser); Managing Director (January 1992-December 1997), Carmona Motley & Co. (privately-held financial adviser). Oversees 25 portfolios in the OppenheimerFunds complex. Kenneth A. Randall, A director of Dominion Resources, Inc. Trustee (since 1996) (electric utility holding company); formerly a Age: 76 director of Prime Retail, Inc. (real estate investment trust) and Dominion Energy, Inc. (electric power and oil & gas producer), President and Chief Executive Officer of The Conference Board, Inc. (international economic and business research) and a director of Lumbermens Mutual Casualty Company, American Motorists Insurance Company and American Manufacturers Mutual Insurance Company. Oversees 25 portfolios in the OppenheimerFunds complex. Edward V. Regan, President, Baruch College, CUNY; a director of Trustee (since 1996) RBAsset (real estate manager); a director of Age: 73 OffitBank; formerly Trustee, Financial Accounting Foundation (FASB and GASB), Senior Fellow of Jerome Levy Economics Institute, Bard College, Chairman of Municipal Assistance Corporation for the City of New York, New York State Comptroller and Trustee of New York State and Local Retirement Fund. Oversees 25 investment companies in the OppenheimerFunds complex. Russell S. Reynolds, Jr., Chairman (since 1993) of The Directorship Trustee (since 1996) Search Group, Inc. (corporate governance Age: 71 consulting and executive recruiting); a life trustee of International House (non-profit educational organization), and a trustee (since 1996) of the Greenwich Historical Society. Oversees 25 portfolios in the OppenheimerFunds complex. 34 | OPPENHEIMER INTERNATIONAL GROWTH FUND Donald W. Spiro, Chairman Emeritus (since January 1991) of the Vice Chairman of the Manager. Formerly a director (January Board of Trustees, 1969-August 1999) of the Manager. Oversees 25 Trustee (since 1996) portfolios in the OppenheimerFunds complex. Age: 77 INTERESTED TRUSTEE The address of Mr. Murphy in the chart below is AND OFFICER Two World Financial Center, 225 Liberty Street, New York, NY 10281-1008. Mr. Murphy serves for an indefinite term, until his resignation, death or removal. John V. Murphy, Chairman, Chief Executive Officer and director President and Trustee, (since June 2001) and President (since Trustee (since 2001) September 2000) of the Manager; President and a Age: 54 director or trustee of other Oppenheimer funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity Investment Management Corp. and Tremont Advisers, Inc. (investment advisory affiliates of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of David L. Babson & Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 72 portfolios as Trustee/Officer and 10 portfolios as Officer in the OppenheimerFunds complex. OFFICERS The address of the Officers in the chart below is as follows: for Messrs. Evans and Zack, Two World Financial Center, 225 Liberty Street, New York, NY 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or her earlier resignation, death or removal. George Evans, Vice President of the Manager (since October Vice President and Portfolio 1993) and of HarbourView Asset Management Manager (since 1996) Corporation (since July 1994). An officer of 2 Age: 44 portfolios in the OppenheimerFunds complex. 35 | OPPENHEIMER INTERNATIONAL GROWTH FUND TRUSTEES AND OFFICERS Unaudited / Continued Brian W. Wixted, Senior Vice President and Treasurer (since Treasurer (since 1999) March 1999) of the Manager; Treasurer (since Age: 44 March 1999) of HarbourView Asset Management Corporation, Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000) (offshore fund management subsidiaries of the Manager); Treasurer and Chief Financial Officer (since May 2000) of Oppenheimer Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services Division. An officer of 82 portfolios in the OppenheimerFunds complex. Robert G. Zack, Senior Vice President (since May 1985) and Secretary (since 2001) General Counsel (since February 2002) of the Age: 55 Manager; General Counsel and a director (since November 2001) of OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Vice President and a director (since November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International Ltd. and OppenheimerFunds plc (October 1997-November 2001). An officer of 82 portfolios in the OppenheimerFunds complex. The Fund's Statement of Additional Information contains additional information about the Fund's Trustees and is available without charge upon request. 36 | OPPENHEIMER INTERNATIONAL GROWTH FUND ITEM 2. CODE OF ETHICS ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors of the Fund has determined that the Fund does not have an audit committee financial expert serving on its Audit Committee. In this regard, no member of the Audit Committee was identified as having all of the technical attributes identified in Instruction 2(b) to Item 3 of Form N-CSR to qualify as an "audit committee financial expert," whether through the type of specialized education or experience described in that Instruction. The Board has concluded that while the members of the Audit Committee collectively have the necessary attributes and experience required to serve effectively as an Audit Committee, no single member possesses all of the required technical attributes through the particular methods of education or experience set forth in the Instructions to be designated as an audit committee financial expert. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED ITEM 5. NOT APPLICABLE ITEM 6. RESERVED ITEM 7. NOT APPLICABLE ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of November 30, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by 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. (b) There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. ITEM 10. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CERT 3 ex99_302cert-825.txt EX99_302CERT-825 Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, John V. Murphy, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer International Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 1/15/04 /s/ John V. Murphy ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, Brian W. Wixted, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer International Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 1/15/04 /s/ Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 4 ex99_906cert-825.txt EX99_906CERT-825 EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 John V. Murphy, Chief Executive Officer, and Brian W. Wixted, Chief -------------- --------------- Financial Officer, of Oppenheimer International Growth Fund (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended November 30, 2003 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer International Growth Oppenheimer International Growth Fund Value Fund /s/ John V. Murphy /s/ Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 1/15/04 Date: 1/15/04 EX-99.CODE ETH 5 ex99_code-825.txt EX99_CODE-825 EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A.(1) 1. Purpose of the Code This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public ommunications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. - -------- 1 The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. Prohibitions The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. Reports of Conflicts of Interests If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. Waivers Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider hether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. Reporting Requirements (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.(2) 6. Annual Renewal At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. Sanctions Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. Administration and Construction (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the - ----------- 2 An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. Required Records The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. Amendments and Modifications This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. Confidentiality. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS Each Oppenheimer or Centennial fund Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer Personnel of OFI who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting -----END PRIVACY-ENHANCED MESSAGE-----