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 811-21370
Oppenheimer International Large-Cap Core 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: April 30
Date of reporting period: August 12, 2003 - April 30, 2004
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 APRIL 30, 2004, FOLLOWED BY
A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED
MARKET INDEX.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. The Fund's performance between its
inception and the end of its fiscal year was driven primarily by investor
sentiment, which favored smaller, lower quality companies during the final four
months of 2003. As has been the case in the early stages of previous economic
recoveries, investors were attracted to more speculative investments that, in
their view, were more likely to achieve above-average growth rates in a stronger
economy.
As the current economic recovery gained strength during the first four months
of 2004, we began to see a shift in investor sentiment toward the kinds of
larger, more established companies that we believe are poised to outperform over
the course of a full economic cycle. While the Fund's performance began to
improve as a result of this shift, gains later in the reporting period were not
enough to offset fully earlier lagging relative returns.
The greatest detractors from the Fund's relative performance during the
reporting period were its underweighted positions in areas that performed
especially well. Most significantly, the Fund's relatively light exposure to
smaller stocks in Japan and the technology sector hindered returns. In addition,
the Fund's overweighted positions in the energy and health care sectors hurt
relative performance when these sectors produced results that trailed the
averages.
One of the Fund's largest holdings, health care giant GlaxoSmithKlein plc,
posted disappointing results as investors reacted to a relatively weak
new-product pipeline. Japanese wireless communications provider NTT DoCoMo, Inc.
was hurt by rising competitive pressures. French retailer Carrefour S.A.
suffered from unexpectedly weak sales growth, and cell phone handset
manufacturer Nokia Corp. was hurt when market share and profit margins declined.
On the other hand, our "bottom-up" search for large-cap international
companies with strong business fundamentals selling at attractive valuations
helped us identify a number of strong performers representing a variety of
regional markets and economic sectors. Some of the Fund's stronger holdings
during the reporting period included Swedish telecommunications equipment
company Ericsson Inc., U.K. defense contractor BAE Systems, Italian electric
utility Enel SpA and U.K. medical device manufacturer Smith & Nephew plc. French
pharmaceutical company Sanofi-Synthelabo gained value after it successfully
fought a take-over bid from rival Novartis AG.
As of end of the reporting period, we have continued to identify what we
believe to be attractively valued, fundamentally sound, large-cap companies with
strong balance sheets and talented management teams. To take advantage of these
opportunities and manage risks effectively, we have constructed a portfolio that
is broadly diversified across countries and market sectors.
COMPARING THE FUND'S PERFORMANCE TO THE MARKET. The graph that follows shows the
performance of a hypothetical $10,000 investment in Class A shares of the Fund
held until April 30, 2004. In the case of Class A shares, performance is
measured from the inception of the class on August 12, 2003. The Fund's
performance reflects the deduction of the maximum initial sales charge on Class
A shares. Past performance cannot guarantee future results.
The Fund's performance is compared to the performance of the Morgan Stanley
Capital International (MSCI) EAFE Index, an unmanaged index of equity securities
of companies outside the U.S. Index performance reflects the reinvestment of
income but does not consider the effect of transaction costs, and none of the
data in the graphs shows the effect of taxes. The Fund's performance reflects
the effects of the Fund's business and operating expenses. While index
comparisons may be useful to provide a benchmark for the Fund's performance, it
must be noted that the Fund's investments are not limited to the investments in
the index.
6 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
CLASS A SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
-- Oppenheimer International Large-Cap Core Fund (Class A)
-- MSCI EAFE Index
[LINE GRAPH]
Value of Investment
Date In Fund MSCI EAFE Index
08/12/2003 $ 9,425 $10,000
10/31/2003 10,160 11,220
01/31/2004 11,368 12,544
04/30/2004 11,263 12,631
CUMULATIVE TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND
AT 4/30/04
1-YEAR N/A SINCE INCEPTION 12.63% INCEPTION DATE 8/12/03
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%.
7 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF INVESTMENTS April 30, 2004
MARKET VALUE
SHARES SEE NOTE 1
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COMMON STOCKS--96.8%
- -----------------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--11.5%
- -----------------------------------------------------------------------------------------
AUTO COMPONENTS--0.4%
Denso Corp. 1,200 $ 25,007
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AUTOMOBILES--2.4%
Toyota Motor Corp. 3,900 142,254
- -----------------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--0.3%
Compass Group plc 2,870 18,004
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HOUSEHOLD DURABLES--4.2%
Daito Trust Construction Co. Ltd. 600 20,233
- -----------------------------------------------------------------------------------------
Koninklijke (Royal) Philips
Electronics NV 3,620 97,711
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Pioneer Corp. 1,100 31,039
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Sony Corp. 1,500 57,680
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Thomson SA 2,580 49,565
----------
256,228
- -----------------------------------------------------------------------------------------
MEDIA--2.4%
British Sky Broadcasting Group plc 3,510 41,455
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Elsevier NV 2,160 30,249
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News Corp. Ltd. (The) 6,420 58,802
- -----------------------------------------------------------------------------------------
Singapore Press Holdings Ltd. 1,330 16,415
-----------
146,921
- -----------------------------------------------------------------------------------------
SPECIALTY RETAIL--0.5%
Kingfisher plc 6,000 30,005
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TEXTILES, APPAREL & LUXURY GOODS--1.3%
Adidas-Salomon AG 150 17,352
- -----------------------------------------------------------------------------------------
LVMH Moet Hennessey Louis Vuitton 610 42,775
- -----------------------------------------------------------------------------------------
Swatch Group AG (The), Cl. B 160 21,157
-----------
81,284
- -----------------------------------------------------------------------------------------
CONSUMER STAPLES--10.2%
- -----------------------------------------------------------------------------------------
BEVERAGES--2.7%
Asahi Breweries Ltd. 2,000 22,361
- -----------------------------------------------------------------------------------------
Diageo plc 7,000 93,908
Foster's Group Ltd. 4,380 15,468
Interbrew NV 1,100 33,045
-----------
164,782
- -----------------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--3.0%
Carrefour SA 1,260 58,272
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Ito-Yokado Co. Ltd. 1,000 41,104
- -----------------------------------------------------------------------------------------
Tesco plc 18,000 79,402
-----------
178,778
- -----------------------------------------------------------------------------------------
FOOD PRODUCTS--4.1%
Cadbury Schweppes plc 6,000 47,721
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Nestle SA 620 156,841
Unilever NV 660 43,291
-----------
247,853
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--0.4%
Kao Corp. 1,000 $ 23,744
- -----------------------------------------------------------------------------------------
ENERGY--7.9%
- -----------------------------------------------------------------------------------------
OIL & GAS--7.9%
BP plc 19,000 163,591
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ENI SpA 7,280 148,008
Total SA, B Shares 900 166,470
-----------
478,069
- -----------------------------------------------------------------------------------------
FINANCIALS--24.6%
- -----------------------------------------------------------------------------------------
CAPITAL MARKETS--3.6%
Deutsche Bank AG 830 67,767
- -----------------------------------------------------------------------------------------
UBS AG 2,060 145,700
-----------
213,467
- -----------------------------------------------------------------------------------------
COMMERCIAL BANKS--15.0%
Banco Bilbao Vizcaya Argentaria SA 6,770 88,796
- -----------------------------------------------------------------------------------------
Bank of Ireland 3,220 39,024
- -----------------------------------------------------------------------------------------
Barclays plc 16,000 143,711
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DBS Group Holdings Ltd. 2,500 20,848
- -----------------------------------------------------------------------------------------
HBOS plc 5,480 70,696
- -----------------------------------------------------------------------------------------
HSBC Holdings plc 6,000 85,972
- -----------------------------------------------------------------------------------------
Lloyds TSB Group plc 7,290 54,295
- -----------------------------------------------------------------------------------------
Mitsubishi Tokyo Financial Group, Inc. 7 61,525
- -----------------------------------------------------------------------------------------
Royal Bank of Scotland Group plc (The) 5,000 149,584
- -----------------------------------------------------------------------------------------
Societe Generale, Cl. A 1 820 67,981
- -----------------------------------------------------------------------------------------
UniCredito Italiano SpA 13,680 63,792
- -----------------------------------------------------------------------------------------
Westpac Banking Corp. Ltd. 4,840 61,065
-----------
907,289
- -----------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--3.4%
Credit Saison Co. Ltd. 600 17,421
- -----------------------------------------------------------------------------------------
Deutsche Boerse AG 490 26,787
- -----------------------------------------------------------------------------------------
ING Groep NV 4,660 99,050
- -----------------------------------------------------------------------------------------
Nomura Securities Co. Ltd. 4,000 64,102
-----------
207,360
- -----------------------------------------------------------------------------------------
INSURANCE--1.7%
Allianz AG 1 510 53,793
- -----------------------------------------------------------------------------------------
Axa SA 2,370 49,492
-----------
103,285
- -----------------------------------------------------------------------------------------
REAL ESTATE--0.9%
Mitsui Fudosan Co. Ltd. 3,000 32,820
- -----------------------------------------------------------------------------------------
Sun Hung Kai Properties Ltd. 2,660 22,694
-----------
55,514
- -----------------------------------------------------------------------------------------
HEALTH CARE--10.1%
- -----------------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--0.7%
Smith & Nephew plc 4,000 40,460
8 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------
PHARMACEUTICALS--9.4%
Aventis SA 1,490 $ 113,166
- -----------------------------------------------------------------------------------------
Eisai Co. Ltd. 1,200 30,460
- -----------------------------------------------------------------------------------------
GlaxoSmithKline plc 4,000 82,780
- -----------------------------------------------------------------------------------------
Novartis AG 2,130 94,540
- -----------------------------------------------------------------------------------------
Roche Holdings AG 970 101,434
- -----------------------------------------------------------------------------------------
Schering AG 1,220 63,910
- -----------------------------------------------------------------------------------------
Takeda Chemical Industries Ltd. 2,100 84,136
-----------
570,426
- -----------------------------------------------------------------------------------------
INDUSTRIALS--7.9%
- -----------------------------------------------------------------------------------------
AEROSPACE & DEFENSE--0.5%
BAE Systems plc 8,560 31,662
- -----------------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.5%
Yamato Transport Co. Ltd. 2,000 30,250
- -----------------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--1.6%
Brambles Industries Ltd. 8,510 34,110
- -----------------------------------------------------------------------------------------
DAI Nippon Printing Co. Ltd. 2,000 30,050
- -----------------------------------------------------------------------------------------
Hays plc 15,000 31,242
-----------
95,402
- -----------------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING--0.5%
ACS Actividades de Construccion
y Servicios SA 596 28,957
- -----------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.3%
Matsushita Electric Works Ltd. 2,000 18,123
- -----------------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--2.8%
Hutchison Whampoa Ltd. 5,810 38,701
- -----------------------------------------------------------------------------------------
Siemens AG 1,510 107,797
- -----------------------------------------------------------------------------------------
Smiths Group plc 2,000 24,774
-----------
171,272
- -----------------------------------------------------------------------------------------
MACHINERY--0.7%
Atlas Copco AB, A Shares 860 30,170
- -----------------------------------------------------------------------------------------
Mitsubishi Heavy Industries Ltd. 5,000 13,676
-----------
43,846
- -----------------------------------------------------------------------------------------
TRADING COMPANIES & DISTRIBUTORS--0.5%
Mitsui & Co. Ltd. 4,000 32,681
- -----------------------------------------------------------------------------------------
TRANSPORTATION INFRASTRUCTURE--0.5%
BAA plc 3,000 27,664
- -----------------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--5.8%
- -----------------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--2.1%
Nokia Oyj 4,110 57,658
- -----------------------------------------------------------------------------------------
Telefonaktiebolaget LM Ericsson
AB, B Shares 1 24,560 65,489
-----------
123,147
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--1.3%
Keyence Corp. 200 $ 47,490
- -----------------------------------------------------------------------------------------
Murata Manufacturing Co. Ltd. 500 32,423
-----------
79,913
- -----------------------------------------------------------------------------------------
OFFICE ELECTRONICS--1.7%
Canon, Inc. 2,000 104,934
- -----------------------------------------------------------------------------------------
SOFTWARE--0.7%
SAP AG 280 42,583
- -----------------------------------------------------------------------------------------
MATERIALS--6.5%
- -----------------------------------------------------------------------------------------
CHEMICALS--2.5%
BASF AG 900 46,190
- -----------------------------------------------------------------------------------------
BOC Group plc 2,000 32,151
- -----------------------------------------------------------------------------------------
Shin-Etsu Chemical Co. 900 35,861
- -----------------------------------------------------------------------------------------
Syngenta AG 470 37,480
-----------
151,682
- -----------------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--1.2%
CRH plc 1,470 31,190
- -----------------------------------------------------------------------------------------
Hanson plc 5,000 38,127
-----------
69,317
- -----------------------------------------------------------------------------------------
METALS & MINING--2.1%
Broken Hill Proprietary Co. Ltd. 10,120 83,175
- -----------------------------------------------------------------------------------------
JFE Holdings, Inc. 2,100 46,530
-----------
129,705
- -----------------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS--0.7%
UPM-Kymmene Oyj 2,270 41,851
- -----------------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--8.0%
- -----------------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--4.0%
France Telecom SA 1 960 23,007
- -----------------------------------------------------------------------------------------
Telecom Corp. of New Zealand Ltd. 4,830 17,100
- -----------------------------------------------------------------------------------------
Telecom Italia SpA 1 10,200 32,568
- -----------------------------------------------------------------------------------------
Telefonica SA 11,400 168,531
-----------
241,206
- -----------------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--4.0%
KDDI Corp. 11 65,428
- -----------------------------------------------------------------------------------------
Vodafone Group plc 72,850 175,828
-----------
241,256
- -----------------------------------------------------------------------------------------
UTILITIES--4.3%
- -----------------------------------------------------------------------------------------
ELECTRIC UTILITIES--4.1%
CLP Holdings Ltd. 5,000 26,603
- -----------------------------------------------------------------------------------------
E.ON AG 1,040 68,735
- -----------------------------------------------------------------------------------------
Enel SpA 5,760 45,917
9 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF INVESTMENTS Continued
MARKET VALUE
SHARES SEE NOTE 1
- -----------------------------------------------------------------------------------------
ELECTRIC UTILITIES Continued
Iberdrola SA 2,300 $ 45,193
- -----------------------------------------------------------------------------------------
ScottishPower plc 5,000 33,982
- -----------------------------------------------------------------------------------------
Tohoku Electric Power Co. 1,700 27,313
-----------
247,743
- -----------------------------------------------------------------------------------------
GAS UTILITIES--0.2%
Tokyo Gas Co. Ltd. 4,000 14,826
-----------
Total Common Stocks (Cost $5,013,974) 5,858,750
PRINCIPAL
AMOUNT
- -----------------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--3.0%
- -----------------------------------------------------------------------------------------
Undivided interest of 0.03% in joint repurchase agreement
(Principal Amount/Market Value $554,815,000, with a
maturity value of $554,860,310) with PaineWebber,
Inc., 0.98%, dated 4/30/04, to be repurchased at
$183,015 on 5/3/04, collateralized by Federal
National Mortgage Assn., 5.50%--6.50%, 7/1/32
--11/1/33, with a value of $566,733,053
(Cost $183,000) $183,000 183,000
- -----------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $5,196,974) 99.8% 6,041,750
- -----------------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 0.2 12,311
----------------------------
NET ASSETS 100.0% $6,054,061
============================
FOOTNOTE TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE
OF TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:
GEOGRAPHIC HOLDINGS MARKET VALUE PERCENT
- ----------------------------------------------------------------
Great Britain $ 1,497,014 24.8%
Japan 1,153,471 19.1
France 570,728 9.4
Switzerland 557,152 9.2
Germany 494,914 8.2
Spain 331,477 5.5
Italy 290,285 4.8
The Netherlands 270,301 4.5
Australia 252,620 4.2
United States 183,000 3.0
Finland 99,509 1.6
Sweden 95,659 1.6
Hong Kong 87,998 1.5
Ireland 70,214 1.2
Singapore 37,263 0.6
Belgium 33,045 0.5
New Zealand 17,100 0.3
----------------------------
Total $6,041,750 100.0%
============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
10 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF ASSETS AND LIABILITIES April 30, 2004
- --------------------------------------------------------------------------------
ASSETS
- --------------------------------------------------------------------------------
Investments, at value (cost $5,196,974)--
see accompanying statement of investments $6,041,750
- --------------------------------------------------------------------------------
Cash 14,725
- --------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 39,448
Interest and dividends 30,680
Other 276
-----------
Total assets 6,126,879
- --------------------------------------------------------------------------------
LIABILITIES
- --------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 43,095
Legal, auditing and other professional fees 19,103
Shareholder communications 9,608
Trustees' compensation 650
Transfer and shareholder servicing agent fees 8
Other 354
-----------
Total liabilities 72,818
- --------------------------------------------------------------------------------
NET ASSETS $6,054,061
===========
- --------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- --------------------------------------------------------------------------------
Par value of shares of beneficial interest $ 511
- --------------------------------------------------------------------------------
Additional paid-in capital 5,105,235
- --------------------------------------------------------------------------------
Accumulated net investment income 24,396
- --------------------------------------------------------------------------------
Accumulated net realized gain on investments and
foreign currency transactions 79,530
- --------------------------------------------------------------------------------
Net unrealized appreciation on investments and
translation of assets and liabilities denominated
in foreign currencies 844,389
- --------------------------------------------------------------------------------
NET ASSETS $6,054,061
===========
11 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF ASSETS AND LIABILITIES Continued
- --------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- --------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets
of $6,054,061 and 510,509 shares of beneficial interest outstanding) $11.86
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $12.58
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
12 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF OPERATIONS For the Period Ended April 30, 2004 1
- -------------------------------------------------------------------------------
INVESTMENT INCOME
- -------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $11,071) $ 88,907
- -------------------------------------------------------------------------------
Interest 2,160
---------
Total investment income 91,067
EXPENSES
- -------------------------------------------------------------------------------
Management fees 35,486
- -------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Class A 53
- -------------------------------------------------------------------------------
Shareholder communications--Class A 12,639
- -------------------------------------------------------------------------------
Legal, auditing and other professional fees 34,659
- -------------------------------------------------------------------------------
Trustees' compensation 7,544
- -------------------------------------------------------------------------------
Custodian fees and expenses 1,115
- -------------------------------------------------------------------------------
Other 3,081
---------
Total expenses 94,577
Less reduction to custodian expenses (552)
Less voluntary reimbursement of expenses--Class A (22,868)
---------
Net expenses 71,157
- -------------------------------------------------------------------------------
NET INVESTMENT INCOME 19,910
- -------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
- -------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments (922)
Foreign currency transactions 128,300
---------
Net realized gain 127,378
- -------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments 553,537
Translation of assets and liabilities denominated in
foreign currencies 290,852
---------
Net change in unrealized appreciation 844,389
- -------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $991,677
=========
1. For the period from August 12, 2003 (commencement of operations) to April
30, 2004.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
13 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF CHANGES IN NET ASSETS
PERIOD ENDED APRIL 30, 2004 1
- --------------------------------------------------------------------------------
OPERATIONS
- --------------------------------------------------------------------------------
Net investment income $ 19,910
- --------------------------------------------------------------------------------
Net realized gain 127,378
- --------------------------------------------------------------------------------
Net change in unrealized appreciation 844,389
------------
Net increase in net assets resulting from operations 991,677
- --------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
Dividends from net investment income--Class A (43,381)
- --------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- --------------------------------------------------------------------------------
Net increase in net assets resulting from beneficial
interest transactions--Class A 5,005,765
- --------------------------------------------------------------------------------
NET ASSETS
- --------------------------------------------------------------------------------
Total increase 5,954,061
- --------------------------------------------------------------------------------
Beginning of period 100,000 2
------------
End of period (including accumulated net investment
income of $24,396 for the period ended April 30, 2004) $6,054,061
============
1. For the period from August 12, 2003 (commencement of operations) to April
30, 2004.
2. Reflects the value of the Manager's initial seed money investment on July
16, 2003.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
14 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
FINANCIAL HIGHLIGHTS
CLASS A PERIOD ENDED APRIL 30 2004 1
- ----------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ----------------------------------------------------------------------------
Net asset value, beginning of period $10.00
- ----------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .04
Net realized and unrealized gain 1.91
-------
Total from investment operations 1.95
- ----------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.09)
- ----------------------------------------------------------------------------
Net asset value, end of period $11.86
=======
- ----------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 19.50%
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------
Net assets, end of period (in thousands) $6,054
- ----------------------------------------------------------------------------
Average net assets (in thousands) $5,824
- ----------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income 0.48%
Total expenses 2.26%
Expenses after expense reimbursement or fee waiver and reduction
to custodian expenses 1.70%
- ----------------------------------------------------------------------------
Portfolio turnover rate 15%
1. For the period from August 12, 2003 (commencement of operations) to April 30,
2004.
2. Assumes an investment at net asset value 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 a shareholder would pay on Fund distributions or the redemption of Fund
shares.
3. Annualized for periods of less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
15 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer International Large-Cap Core Fund (the Fund), a series of
Oppenheimer International Large-Cap Core Trust, is an open-end management
investment company registered under the Investment Company Act of 1940, as
amended. The Fund's investment objective is to seek long-term capital
appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager). The Sub-Advisor is OFI Institutional Asset Management, Inc., a wholly
owned subsidiary of the Manager.
The Fund currently offers Class A shares only. Class A shares are sold at
their offering price, which is normally net asset value plus a front-end sales
charge. As of April 30, 2004, 500,000 shares of Class A were owned by the
Manager and its affiliates, which represents 98% of the Fund's total shares
outstanding. 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. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. 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 may be valued primarily using dealer-supplied valuations or a
portfolio pricing service authorized by the Board of Trustees. Securities
(including restricted securities) for which market quotations are not readily
available are valued at their fair value. Foreign securities whose values have
been materially affected by what the Manager identifies as a significant event
occurring before the Fund's assets are valued but after the close of their
respective foreign exchanges will be fair valued. 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.
Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in
the values of assets and liabilities, including investments in securities at
fiscal period end, resulting from changes in exchange rates.
The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains
and losses in the Fund's Statement of Operations.
- --------------------------------------------------------------------------------
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. 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
16 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
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.
- --------------------------------------------------------------------------------
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, however, during the period ended April 30, 2004, the Fund paid
federal excise tax of $19.
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
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1 TAX PURPOSES
-------------------------------------------------------------------------------------------
$109,025 $-- $5,099 $844,389
1. As of April 30, 2004, the Fund had $5,099 of post-October foreign currency
losses which were deferred.
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 April 30, 2004.
Net assets of the Fund were unaffected by the reclassifications.
REDUCTION TO
REDUCTION TO ACCUMULATED NET
REDUCTION TO ACCUMULATED NET REALIZED GAIN
PAID-IN CAPITAL INVESTMENT LOSS ON INVESTMENTS
------------------------------------------------------------------
$19 $47,867 $47,848
The tax character of distributions paid during the period ended April 30, 2004
was as follows:
PERIOD ENDED
APRIL 30, 2004 2
----------------------------------
Ordinary income $43,381
2. For the period from August 12, 2003 (commencement of operations) to April
30, 2004.
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 April 30, 2004 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 $5,196,974
==========
Gross unrealized appreciation $ 892,719
Gross unrealized depreciation (48,330)
----------
Net unrealized appreciation $ 844,389
==========
17 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
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, if applicable,
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 U.S.
generally accepted accounting principles 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.
In the ordinary course of business, the Fund enters into contracts that
contain a variety of indemnifications. The Fund's maximum exposure under these
arrangements is unknown. However, the Fund has not had prior claims or losses
pursuant to these contracts and expects the risk of loss to be remote.
- --------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:
PERIOD ENDED APRIL 30, 2004 1,2
SHARES AMOUNT
--------------------------------------------------------------------------------
CLASS A
Sold 500,506 $5,005,729
Dividends and/or distributions reinvested 3 36
--------------------------
Net increase 500,509 $5,005,765
==========================
1. For the period from August 12, 2003 (commencement of operations) to April
30, 2004.
2. The Fund sold 10,000 shares to the Manager upon seeding of the Fund on July
16, 2003.
- --------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the period ended April 30, 2004, were
$5,747,434 and $818,089, respectively.
18 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
- --------------------------------------------------------------------------------
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 0.85% of the first $500 million of average annual net assets of
the Fund, 0.75% of the next $500 million and 0.70% of average annual net assets
in excess of $1 billion. The Manager has voluntarily agreed to waive fees
and/or reimburse expenses such that "Total Annual Operating Expenses" will not
exceed 1.70%. The voluntary waiver and/or expense reimbursement described above
may be amended or withdrawn at any time. For the year ended April 30, 2004,
management fees in the amount of $22,868 were voluntarily waived by the
Manager. Under the sub-advisory agreement, the Manager pays the Sub-Advisor an
annual fee that is calculated as a percentage of the fee the Fund pays the
Manager. The Manager shall pay the Sub-Advisor a monthly fee equal to 30% of
the investment advisory fee collected by the Manager from the Fund during that
period.
- --------------------------------------------------------------------------------
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 period ended April 30, 2004, the Fund
paid $45 to OFS for services to the Fund.
OFS has voluntarily agreed to limit transfer and shareholder servicing agent
fees to 0.35% of average net assets of Class A shares. This undertaking may be
amended or withdrawn at any time.
- --------------------------------------------------------------------------------
OFFERING AND ORGANIZATIONAL COSTS. The Manager paid all offering and
organizational costs associated with the registration and seeding of the Fund.
- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Class A shares of the Fund.
- --------------------------------------------------------------------------------
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. Any unreimbursed expenses the Distributor incurs
with respect to Class A shares in any fiscal year cannot be recovered in
subsequent years.
- --------------------------------------------------------------------------------
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 gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.
As of April 30, 2004, the Fund had no outstanding foreign currency
contracts.
19 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
6. 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 (the SEC) 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. The
SEC's order requires the Fund's Board of Trustees to adopt operating policies
and procedures to administer interfund borrowing and lending. 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 period
ended or at April 30, 2004.
20 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF OPPENHEIMER INTERNATIONAL
LARGE-CAP CORE FUND
We have audited the accompanying statement of assets and liabilities of
Oppenheimer International Large-Cap Core Fund (the sole fund constituting the
Oppenheimer International Large-Cap Core Trust) (the "Fund"), including the
statement of investments, as of April 30, 2004, and the related statements of
operations and changes in net assets and the financial highlights for the
period from August 12, 2003 (commencement of operations) to April 30, 2004.
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 audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of April 30, 2004, by
correspondence with the custodian and others. 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 audit provides 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 Large-Cap Core Fund of the Oppenheimer International
Large-Cap Core Trust at April 30, 2004, the results of its operations, the
changes in its net assets and the financial highlights for the period from
August 12, 2003 to April 30, 2004 in conformity with U.S. generally accepted
accounting principles.
/S/ ERNST & YOUNG LLP
New York, New York
June 4, 2004
21 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
FEDERAL INCOME TAX INFORMATION Unaudited
- --------------------------------------------------------------------------------
In early 2005, if applicable, shareholders of record will receive information
regarding all dividends and distributions paid to them by the Fund during
calendar year 2004. Regulations of the U.S. Treasury Department require the
Fund to report this information to the Internal Revenue Service.
Dividends of $0.0850 per share were paid to Class A shareholders on December
11, 2003, all of which was designated as ordinary income for federal income tax
purposes.
None of the dividends paid by the Fund during the period ended April 30,
2004 are eligible for the corporate dividend-received deduction.
A portion, if any, of the dividends paid by the Fund during the fiscal year
ended April 30, 2004 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.
$96,614 of the Fund's fiscal year taxable income may be eligible for the lower
individual income tax rates. In early 2005, shareholders of record will receive
information regarding the percentage of distributions that are eligible for
lower individual income tax rates.
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.
22 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
TRUSTEES AND OFFICERS Unaudited
- ------------------------------------------------------------------------------------------------------------------------
NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD BY
FUND, LENGTH OF SERVICE, AGE TRUSTEE; NUMBER OF PORTFOLIOS IN FUND COMPLEX CURRENTLY OVERSEEN BY TRUSTEE
INDEPENDENT TRUSTEES THE ADDRESS OF EACH TRUSTEE AND INTERESTED TRUSTEE IN THE CHARTS BELOW 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.
RONALD J. ABDOW, Chairman (since 1959) of Abdow Corporation (operator of restaurants); Trustee of the
Trustee (since 2003) following real estate businesses (owners and operators of restaurants): G&R Realty Co.
Age: 72 (since 1978), G&R Trust Co. (since 1973), Abdow Partnership (since 1975), Auburn
Associates (since 1983); Hazard Associates (since 1985); Trustee of MML Series
Investment Fund (since 1993) and of MassMutual Institutional Funds (MMIF) (since 1994)
(open-end investment companies); Trustee (since 1987) of Bay State Health System
(health services); Chairman (since 1996) of Western Mass Development Corp. (non-profit
land development); Chairman (since 1991) of American International College (non-profit
college). Oversees 10 portfolios in the OppenheimerFunds complex.
JOSEPH M. WIKLER, Self-employed as an investment consultant; a director (since 1996) of Lakes
Trustee (since 2003) Environmental Association, and Medintec (since 1992) and Cathco (since 1995) (medical
Age: 63 device companies); a member of the investment committee of the Associated Jewish
Charities of Baltimore (since 1994); formerly a director of Fortis/Hartford mutual
funds (1994 - December 2001). Oversees 10 portfolios in the OppenheimerFunds complex.
PETER I. WOLD, President of Wold Properties, Inc. (an oil and gas exploration and production
Trustee (since 2003) company); Vice President, Secretary and Treasurer of Wold Trona Company, Inc. (soda
Age: 56 ash processing and production); Vice President of Wold Talc Company, Inc. (talc
mining); Managing Member, Hole-in-the-Wall Ranch (cattle ranching); formerly Director
and Chairman of the Board, Denver Branch of the Federal Reserve Bank of Kansas City
(1993 - 1999) and Director of PacifiCorp. (1995 - 1999), an electric utility. Oversees
10 portfolios in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
EUSTIS WALCOTT, Principal with Ardsley Associates (since 2000) (consulting firm); Director (since
Trustee (since 2003) October 2000) of Cornerstone Real Estate Advisors (real estate equity investment
Age: 66 management services) and MML Investors Services (individual retirement, insurance,
investment, and life event planning products and services company) (both affiliates of
the Manager); Trustee of OFI Trust Company (since 2001) (also an affiliate of the
Manager); formerly Trustee of the American International College (1995 - December
2003); Senior Vice President, MassMutual Financial Group (May 1990 - July 2000).
Oversees 10 portfolios in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IN THE CHART BELOW IS TWO WORLD FINANCIAL CENTER, 225
AND OFFICER 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 (since June 2001) and President (since
President, Trustee and September 2000) of the Manager; President and a director or trustee of other
Chairman of the Board, Oppenheimer funds; President and a director (since July 2001) of Oppenheimer
Trustee (since 2003) Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer
Age: 54 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 following
investment advisory subsidiaries of the Manager: OFI Institutional Asset Management,
Inc., Centennial Asset Management Corporation, Trinity Investment Management
Corporation and Tremont Capital Management, Inc. (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.; 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.); a member of the Investment Company
Institute's Board of Governors (elected to serve from October 3, 2003 through
September 30, 2006). 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-
23 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
TRUSTEES AND OFFICERS Unaudited / Continued
JOHN V. MURPHY, August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and
Continued 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 73 portfolios as
Trustee/Director and 10 portfolios as Officer in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------------
OFFICERS OF THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MR. MORGAN AND MR.
THE FUND 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.
DIXON MORGAN, JR., Senior Director and Portfolio Manager of HarbourView Asset Management Corporation and
Vice President and Portfolio OFI Institutional Asset Management, Inc., both affiliates of the Manager, since April
Manager (since 2003) 2000; an officer of 1 portfolio in the OppenheimerFunds complex. Formerly a Managing
Age: 58 Director of Gratry & Company (July 1990 - April 2000).
BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer of
Treasurer, Principal Financial HarbourView Asset Management Corporation, Shareholder Financial Services, Inc.,
and Accounting Officer Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and
(since 2003) Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private Investments,
Age: 44 Inc. (since March 2000), of OppenheimerFunds International Ltd. and OppenheimerFunds
plc (since May 2000), of OFI Institutional Asset Management, Inc. (since November
2000), and of OppenheimerFunds Legacy Program (a Colorado non-profit corporation)
(since June 2003); Treasurer and Chief Financial Officer (since May 2000) of OFI Trust
Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March
1999) of Oppenheimer Acquisition Corp. Formerly Assistant Treasurer of Centennial
Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy
Program (April 2000-June 2003); Principal and Chief Operating Officer (March
1995-March 1999) at Bankers Trust Company-Mutual Fund Services Division. An officer of
83 portfolios in the OppenheimerFunds complex.
ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since February
Secretary (since 2003) 2002) of the Manager; General Counsel and a director (since November 2001) of the
Age: 55 Distributor; General Counsel (since November 2001) of Centennial Asset Management
Corporation; Senior Vice President and General Counsel (since November 2001) of
HarbourView Asset Management Corporation; Secretary and General Counsel (since
November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a director
(since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc;
Vice President and a director (since November 2001) of Oppenheimer Partnership
Holdings, Inc.; a director (since November 2001) of Oppenheimer Real Asset Management,
Inc.; Senior Vice President, General Counsel and a director (since November 2001) of
Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private
Investments, Inc. and OFI Trust Company; Vice President (since November 2001) of
OppenheimerFunds Legacy Program; Senior Vice President and General Counsel (since
November 2001) of OFI Institutional Asset Management, Inc.; a director (since June
2003) of OppenheimerFunds (Asia) Limited. Formerly Senior Vice President (May
1985-December 2003), 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); and OppenheimerFunds International Ltd.
(October 1997-November 2001). An officer of 83 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.
24 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
Item 2. Code of Ethics
The registrant has adopted a code of ethics that applies to the
registrant's principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions.
Item 3. Audit Committee Financial Expert
The Board of Trustees of the registrant has determined that Joseph M.
Wikler, the Chairman of the Board's Audit Committee, possesses the technical
attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as
an "audit committee financial expert," and has designated Mr. Wikler as the
Audit Committee's financial expert. Mr. Wikler is an "independent" Trustee
pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
Item 4. Principal Accountant Fees and Services
(a) Audit Fees
The principal accountant for the audit of the registrant's annual
financial statements was engaged to provide $16,250 in fiscal
2004. This section is not applicable to fiscal 2003 as the
registrant commenced operations in August 2003.
(b) Audit-Related Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees to the registrant during
the last fiscal year. This section is not applicable to fiscal
2003 as the registrant commenced operations in August 2003.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees to the registrant during
the last fiscal year to the registrant's investment adviser or any
entity controlling, controlled by, or under common control with
the adviser that provides ongoing services to the registrant. This
section is not applicable to fiscal 2003 as the registrant
commenced operations in August 2003.
Such fees would include, among others: due diligence related to
mergers and acquisitions, accounting consultations and audits in
connection with acquisitions, internal control reviews and
consultation concerning financial accounting and reporting
standards.
(c) Tax Fees
The principal accountant for the audit of the registrant's annual
financial statements billed $300 in fiscal 2004. This section is
not applicable to fiscal 2003 as the registrant commenced
operations in August 2003.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last year to
the registrant's investment adviser or any entity controlling,
controlled by, or under common control with the adviser that
provides ongoing services to the registrant. This section is not
applicable to fiscal 2003 as the registrant commenced operations
in August 2003.
Such fees would include, among others: tax compliance, tax
planning and tax advice. Tax compliance generally involves
preparation of original and amended tax returns, claims for a
refund and tax payment-planning services. Tax planning and tax
advice includes assistance with tax audits and appeals, tax advice
related to mergers and acquisitions and requests for rulings or
technical advice from taxing authorities.
(d) All Other Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees to the registrant during
the last fiscal year. This section is not applicable to fiscal
2003 as the registrant commenced operations in August 2003.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees to the registrant during
the last fiscal year to the registrant's investment adviser or any
entity controlling, controlled by, or under common control with
the adviser that provides ongoing services to the registrant. This
section is not applicable to fiscal 2003 as the registrant
commenced operations in August 2003.
Such fees would include services provided to the registrant's
Board of Trustees with respect to analysis of the registrant's
expenses and consultations with management with respect to its due
diligence review process surrounding investments.
(e) (1) During its regularly scheduled periodic meetings, the
registrant's audit committee will pre-approve all audit,
audit-related, tax and other services to be provided by the
principal accountants of the registrant.
The audit committee has delegated pre-approval authority to its
Chairman for any subsequent new engagements that arise between
regularly scheduled meeting dates provided that any fees such
pre-approved are presented to the audit committee at its next
regularly scheduled meeting.
Pre-approval of non-audit services is waived provided that: 1) the
aggregate amount of all such services provided constitutes no more
than five percent of the total amount of fees paid by the
registrant to it principal accountant during the fiscal year in
which services are provided 2) such services were not recognized
by the registrant at the time of engagement as non-audit services
and 3) such services are promptly brought to the attention of the
audit committee of the registrant and approved prior to the
completion of the audit.
(2) 100%
(f) Not applicable as less than 50%.
(g) The principal accountant for the audit of the registrant's annual
financial statements billed $300 in fiscal 2004 to the registrant
and the registrant's investment adviser or any entity controlling,
controlled by, or under common control with the adviser that
provides ongoing services to the registrant related to non-audit
fees. Those billings did not include any prohibited non-audit
services as defined by the Securities Exchange Act of 1934. This
section is not applicable to fiscal 2003 as the registrant
commenced operations in August 2003.
(h) The registrant's audit committee of the board of trustees has
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser, and any entity
controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with
maintaining the principal account's independence. No such services
were rendered.
Item 5. Not applicable
Item 6. Schedule of Investments
Not applicable
Item 7. Not applicable
Item 8. Not applicable
Item 9. Submission of Matters to a Vote of Security Holders
The Board is responsible for approving nominees for election as
trustees. To assist in this task, the Board has designated the Audit Committee
as the nominating committee for the Board. It reviews and recommends nominees to
the Board. The Committee is comprised entirely of disinterested trustees as
defined in Section 2(a)(19) of the Investment Company Act of 1940.
The Audit Committee charter describes the responsibilities of the
Committee in nominating candidates for election as independent Trustees of the
Registrant. The Registrant's Board has adopted a written charter for the
Committee. A current copy of the Audit Committee charter is available to
shareholders on the OppenheimerFunds website at www.oppenheimerfunds.com.
Under the current policy, if the Board determines that a vacancy exists
or is likely to exist on the Board, the Audit Committee of the Board will
consider candidates for Board membership including recommended by Registrant
shareholders. The Audit Committee will consider nominees recommended by
independent Board members or recommended by any other Board members including
Board members affiliated with the Registrant's investment advisors. The
Committee may, upon Board approval, retain an executive search firm to assist in
screening potential candidates. Upon Board approval, the Audit Committee may
also use the services of legal, financial, or other external counsel that it
deems necessary or desirable in the screening process. Shareholders wishing to
submit a nominee for election to the Board may do so by mailing their submission
to the offices of OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO
80112, to the attention of the Board of Trustees of the named Registrant, c/o
the Secretary of the Registrant.
The Committee's process for identifying and evaluating nominees for
trustees includes a number of factors. In screening candidates for board
membership, whether the candidate is suggested by Board members, shareholders or
others, the Committee considers the candidate's professional experience,
soundness of judgment, integrity, ability to make independent, analytical
inquiries, collegiality, willingness and ability to devote the time required to
perform Board activities adequately, ability to represent the interests of all
shareholders of the Registrant, and diversity relative to the board's
composition. Candidates are expected to provide a mix of attributes, experience,
perspective and skills necessary to effectively advance the interests of
shareholders.
Item 10. 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 April 30, 2004,
registrant's principal executive officer and principal financial
officer found registrant's disclosure controls and procedures to
provide reasonable assurances 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 over financial reporting that occurred during the
registrant's last fiscal half-year that has materially affected,
or is reasonably likely to materially affect, the registrant's
internal control over financial reporting.
Item 11. Exhibits.
(a) Exhibit attached hereto. (Attach code of ethics as exhibit)
(b) Exhibits attached hereto. (Attach certifications as exhibits)