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: MAY 1, 2004 - APRIL 30, 2005
----------------------------
ITEM 1. REPORTS TO STOCKHOLDERS.
TOP HOLDINGS AND ALLOCATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOP TEN GEOGRAPHICAL HOLDINGS
- --------------------------------------------------------------------------------
United Kingdom 25.5%
- --------------------------------------------------------------------------------
Japan 18.3
- --------------------------------------------------------------------------------
France 10.5
- --------------------------------------------------------------------------------
Switzerland 8.5
- --------------------------------------------------------------------------------
Germany 7.4
- --------------------------------------------------------------------------------
Italy 5.8
- --------------------------------------------------------------------------------
Spain 5.7
- --------------------------------------------------------------------------------
The Netherlands 5.0
- --------------------------------------------------------------------------------
Australia 4.1
- --------------------------------------------------------------------------------
United States 2.3
Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2005, and are based on total market value of investments.
TOP TEN COMMON STOCK HOLDINGS
- --------------------------------------------------------------------------------
Total SA, B Shares 3.0%
- --------------------------------------------------------------------------------
BP plc 2.9
- --------------------------------------------------------------------------------
Vodafone Group plc 2.9
- --------------------------------------------------------------------------------
ENI SpA 2.8
- --------------------------------------------------------------------------------
UBS AG 2.5
- --------------------------------------------------------------------------------
Barclays plc 2.5
- --------------------------------------------------------------------------------
Telefonica SA 2.3
- --------------------------------------------------------------------------------
Toyota Motor Corp. 2.2
- --------------------------------------------------------------------------------
Nestle SA 2.0
- --------------------------------------------------------------------------------
Broken Hill Proprietary Co. Ltd. 1.9
Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2005, and are based on net assets.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
REGIONAL ALLOCATION
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
Europe 71.8%
Asia 24.9
United States 2.3
Latin America 1.0
Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2005, and are based on total market value of investments.
- --------------------------------------------------------------------------------
7 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
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, 2005, 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 produced higher returns
than its Lipper category but lower returns than its benchmark during its fiscal
year. We attribute the Fund's strong performance relative to its Lipper category
to the success of our security selection strategy, which found relatively few
investments in the lagging Japanese market and technology sector. In addition,
the Fund received relatively strong contributions to its performance from stocks
in the materials sector, which benefited from strong global economic growth.
During the reporting period, the Fund benefited from a weakening U.S.
dollar, which boosted returns from overseas investments. The Fund enjoyed
especially strong returns from European companies. For example, a leading French
pharmaceutical manufacturer gained value when it was acquired by a major rival.
Sharply higher prices for oil and gas helped drive earnings upward for a number
of global energy producers, including Italy's Eni SpA. The Fund's investments in
the resources sector also fared well as stronger economic growth led to rising
demand for industrial commodities, helping to support better financial results
from holdings such as Australian metals producer BHP Billiton. Although the Fund
maintained an underweighted position in the financials sector due to rising
interest rates, it nonetheless participated in gains posted by Netherlands-based
diversified financial services provider ING Group N.V.
On the other hand, the Fund returns were constrained by its cash position,
which averaged roughly 3.5% of assets during the reporting period, preventing it
from participating fully in the international stock markets' strength. The Fund
also received lackluster results from a number of individual holdings in Japan,
including a large domestic financial group, two well-known consumer electronics
companies, and a telecommunications provider. In Europe, disappointments
included a leading consumer electronics manufacturer in The Netherlands, which
has not yet benefited from the arrival of a new management team and the
divestiture of slower-growth businesses.
As of the end of the reporting period, we have continued to employ our
longstanding bottom-up security selection process, which tends to favor
well-established, high-quality companies with track records of consistent
earnings under a variety of economic conditions. In our judgment, this approach
should position the Fund well for the next phase of the global economic cycle.
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, 2005. 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.
8 | 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
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer International
Large-Cap Core
Fund (Class A) 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
07/31/2004 11,206 12,550
10/31/2004 11,909 13,382
01/31/2005 12,846 14,655
04/30/2005 12,787 14,579
AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT
4/30/05
1-Year 7.00% Since Inception (8/12/03) 27.87%
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%. SEE PAGE 10 FOR FURTHER
INFORMATION.
9 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
NOTES
- --------------------------------------------------------------------------------
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. INVESTORS SHOULD CONSIDER THE
FUND'S INVESTMENT OBJECTIVES, RISKS, AND OTHER CHARGES AND EXPENSES CAREFULLY
BEFORE INVESTING. THE FUND'S PROSPECTUS CONTAINS THIS AND OTHER INFORMATION
ABOUT THE FUND, AND MAY BE OBTAINED BY ASKING YOUR FINANCIAL ADVISOR, CALLING US
AT 1.800.525.7048 OR VISITING OUR WEBSITE AT WWW.OPPENHEIMERFUNDS.COM. READ THE
PROSPECTUS CAREFULLY BEFORE INVESTING.
The Fund's investment strategy and focus can change over time. The mention of
specific fund holdings does not constitute a recommendation by OppenheimerFunds,
Inc.
Please remember this Fund has a limited operating history.
CLASS A shares of the Fund were first offered on 8/12/03. Unless otherwise
noted, Class A returns include the current maximum initial sales charge of
5.75%.
An explanation of the calculation of performance is in the Fund's Statement of
Additional Information.
10 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
FUND EXPENSES
- --------------------------------------------------------------------------------
FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1)
transaction costs, which may include sales charges (loads) on purchase payments,
contingent deferred sales charges on redemptions; and redemption fees, if any;
and (2) ongoing costs, including management fees; distribution and service fees;
and other Fund expenses. These examples are intended to help you understand your
ongoing costs (in dollars) of investing in the Fund and to compare these costs
with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000.00 invested at the beginning
of the period and held for the entire 6-month period ended April 30, 2005.
ACTUAL EXPENSES. The "actual" lines of the table provide information about
actual account values and actual expenses. You may use the information on this
line, together with the amount you invested, to estimate the expense that you
paid over the period. Simply divide your account value by $1,000.00 (for
example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply
the result by the number in the "actual" line under the heading entitled
"Expenses Paid During Period" to estimate the expenses you paid on your account
during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the
table provide information about hypothetical account values and hypothetical
expenses based on the Fund's actual expense ratio, and an assumed rate of return
of 5% per year before expenses, which is not the Fund's actual return. The
hypothetical account values and expenses may not be used to estimate the actual
ending account balance or expenses you paid for the period. You may use this
information to compare the ongoing costs of investing in the Fund and other
funds. To do so, compare this 5% hypothetical example with the 5% hypothetical
examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as front-end
or contingent deferred sales charges (loads), redemption fees, or a $12.00 fee
imposed annually on accounts valued at less than $500.00 (subject to exceptions
described in the Statement of Additional Information). Therefore, the
"hypothetical" lines of the table are useful in comparing ongoing costs only,
and will not help you determine the relative total costs of owning different
funds. In addition, if these transactional costs were included, your costs would
have been higher.
- --------------------------------------------------------------------------------
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT PAID DURING
VALUE VALUE 6 MONTHS ENDED
(11/1/04) (4/30/05) APRIL 30, 2005
- --------------------------------------------------------------------------------
Class A Actual $ 1,000.00 $ 1,073.70 $ 7.95
- --------------------------------------------------------------------------------
Class A Hypothetical 1,000.00 1,017.16 7.73
Hypothetical assumes 5% annual return before expenses.
Expenses are equal to the Fund's annualized expense ratio for that class,
multiplied by the average account value over the period, multiplied by 181/365
(to reflect the one-half year period). The annualized expense ratio based on the
6-month period ended April 30, 2005 is as follows:
CLASS EXPENSE RATIO
- ---------------------------
Class A 1.54%
The expense ratio reflects voluntary waivers or reimbursements of expenses by
the Fund's Manager that can be terminated at any time, without advance notice.
The "Financial Highlights" tables in the Fund's financial statements, included
in this report, also show the gross expense ratios, without such waivers or
reimbursements.
- --------------------------------------------------------------------------------
11 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF INVESTMENTS April 30, 2005
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMON STOCKS--96.8%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--10.3%
- --------------------------------------------------------------------------------
AUTO COMPONENTS--0.4%
Denso Corp. 1,200 $ 28,368
- --------------------------------------------------------------------------------
AUTOMOBILES--2.2%
Toyota Motor Corp. 3,900 142,017
- --------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--0.2%
Compass Group plc 2,870 12,840
- --------------------------------------------------------------------------------
HOUSEHOLD DURABLES--3.7%
Daito Trust Construction Co. Ltd. 900 36,052
- --------------------------------------------------------------------------------
Koninklijke (Royal) Philips Electronics NV 3,620 90,297
- --------------------------------------------------------------------------------
Sony Corp. 1,500 55,342
- --------------------------------------------------------------------------------
Thomson SA 2,580 63,646
-------------
245,337
- --------------------------------------------------------------------------------
INTERNET & CATALOG RETAIL--0.5%
Great Universal Stores (The) plc 2,050 32,607
- --------------------------------------------------------------------------------
MEDIA--1.9%
British Sky Broadcasting Group plc 3,510 36,328
- --------------------------------------------------------------------------------
Reed Elsevier NV 2,160 31,090
- --------------------------------------------------------------------------------
Singapore Press Holdings Ltd. 5,652 15,046
- --------------------------------------------------------------------------------
Vivendi Universal SA 1 1,450 43,079
-------------
125,543
- --------------------------------------------------------------------------------
SPECIALTY RETAIL--0.4%
Kingfisher plc 6,000 28,279
- --------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--1.0%
Adidas-Salomon AG 150 23,254
- --------------------------------------------------------------------------------
LVMH Moet Hennessey Louis Vuitton 610 43,108
-------------
66,362
- --------------------------------------------------------------------------------
CONSUMER STAPLES--10.5%
- --------------------------------------------------------------------------------
BEVERAGES--2.7%
Asahi Breweries Ltd. 2,000 25,503
- --------------------------------------------------------------------------------
Diageo plc 7,000 103,332
- --------------------------------------------------------------------------------
Foster's Group Ltd. 4,380 17,588
- --------------------------------------------------------------------------------
InBev NV 1,100 34,964
-------------
181,387
- --------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--3.0%
Carrefour SA 1,260 61,235
- --------------------------------------------------------------------------------
Ito-Yokado Co. Ltd. 1,000 34,342
- --------------------------------------------------------------------------------
Tesco plc 18,000 106,229
-------------
201,806
- --------------------------------------------------------------------------------
FOOD PRODUCTS--4.1%
Cadbury Schweppes plc 6,000 60,331
- --------------------------------------------------------------------------------
Nestle SA 510 133,542
- --------------------------------------------------------------------------------
Nissin Food Products Co. Ltd. 1,200 31,874
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
FOOD PRODUCTS Continued
Unilever NV 660 $ 42,533
-------------
268,280
- --------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--0.7%
Kao Corp. 2,000 46,006
- --------------------------------------------------------------------------------
ENERGY--9.3%
- --------------------------------------------------------------------------------
OIL & GAS--9.3%
BP plc 19,000 193,504
- --------------------------------------------------------------------------------
ENI SpA 7,280 182,775
- --------------------------------------------------------------------------------
Repsol YPF SA 1,470 37,362
- --------------------------------------------------------------------------------
Total SA, B Shares 900 199,784
-------------
613,425
- --------------------------------------------------------------------------------
FINANCIALS--25.0%
- --------------------------------------------------------------------------------
CAPITAL MARKETS--3.5%
Deutsche Bank AG 830 68,129
- --------------------------------------------------------------------------------
UBS AG 2,060 165,166
-------------
233,295
- --------------------------------------------------------------------------------
COMMERCIAL BANKS--14.3%
Banco Bilbao Vizcaya Argentaria SA 6,770 104,871
- --------------------------------------------------------------------------------
Bank of Ireland 3,220 48,758
- --------------------------------------------------------------------------------
Barclays plc 16,000 164,794
- --------------------------------------------------------------------------------
DBS Group Holdings Ltd. 2,500 21,827
- --------------------------------------------------------------------------------
HBOS plc 5,480 80,988
- --------------------------------------------------------------------------------
HSBC Holdings plc 6,000 95,908
- --------------------------------------------------------------------------------
Mitsubishi Tokyo Financial Group, Inc. 9 78,112
- --------------------------------------------------------------------------------
Royal Bank of Scotland Group plc (The) 3,900 117,667
- --------------------------------------------------------------------------------
Societe Generale, Cl. A 820 81,752
- --------------------------------------------------------------------------------
UniCredito Italiano SpA 13,680 76,758
- --------------------------------------------------------------------------------
Westpac Banking Corp. Ltd. 4,840 73,513
-------------
944,948
- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--4.0%
Credit Saison Co. Ltd. 1,400 47,935
- --------------------------------------------------------------------------------
Deutsche Boerse AG 490 36,912
- --------------------------------------------------------------------------------
ING Groep NV 4,660 127,770
- --------------------------------------------------------------------------------
Nomura Securities Co. Ltd. 4,000 50,878
-------------
263,495
- --------------------------------------------------------------------------------
INSURANCE--2.3%
Allianz AG 510 61,057
- --------------------------------------------------------------------------------
Aviva plc 3,190 36,006
- --------------------------------------------------------------------------------
Axa SA 2,370 58,425
-------------
155,488
12 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
REAL ESTATE--0.9%
Mitsui Fudosan Co. Ltd. 3,000 $ 33,591
- --------------------------------------------------------------------------------
Sun Hung Kai Properties Ltd. 2,660 25,550
-------------
59,141
- --------------------------------------------------------------------------------
HEALTH CARE--10.2%
- --------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--0.6%
Smith & Nephew plc 4,000 41,180
- --------------------------------------------------------------------------------
PHARMACEUTICALS--9.6%
Eisai Co. Ltd. 1,700 56,748
- --------------------------------------------------------------------------------
GlaxoSmithKline plc 4,000 100,681
- --------------------------------------------------------------------------------
Novartis AG 2,130 103,653
- --------------------------------------------------------------------------------
Roche Holdings AG 970 117,350
- --------------------------------------------------------------------------------
Sanofi-Aventis SA 1,241 109,891
- --------------------------------------------------------------------------------
Schering AG 620 41,014
- --------------------------------------------------------------------------------
Takeda Pharmaceutical Co. Ltd. 2,100 102,346
-------------
631,683
- --------------------------------------------------------------------------------
INDUSTRIALS--9.1%
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE--0.6%
BAE Systems plc 8,560 41,797
- --------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.5%
TNT NV 1,360 36,990
- --------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--1.8%
Brambles Industries Ltd. 8,510 52,342
- --------------------------------------------------------------------------------
DAI Nippon Printing Co. Ltd. 2,000 32,122
- --------------------------------------------------------------------------------
Hays plc 15,000 37,442
-------------
121,906
- --------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING--0.7%
ACS, Actividades De
Construccion y Servicios SA 1,788 43,612
- --------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--0.5%
Sumitomo Electric Industries, Inc. 3,000 31,359
- --------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--3.0%
Hutchison Whampoa Ltd. 5,810 52,108
- --------------------------------------------------------------------------------
Siemens AG 1,510 110,984
- --------------------------------------------------------------------------------
Smiths Group plc 2,000 32,793
-------------
195,885
- --------------------------------------------------------------------------------
MACHINERY--0.6%
Atlas Copco AB, A Shares 860 39,089
- --------------------------------------------------------------------------------
TRADING COMPANIES & DISTRIBUTORS--0.9%
Mitsui & Co. Ltd. 6,000 57,053
- --------------------------------------------------------------------------------
TRANSPORTATION INFRASTRUCTURE--0.5%
BAA plc 3,000 33,157
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--3.6%
- --------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--1.0%
Telefonaktiebolaget LM Ericsson,
B Shares 21,980 65,169
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--1.1%
Keyence Corp. 200 $ 44,254
- --------------------------------------------------------------------------------
TDK Corp. 400 28,002
-------------
72,256
- --------------------------------------------------------------------------------
OFFICE ELECTRONICS--1.5%
Canon, Inc. 2,000 104,530
- --------------------------------------------------------------------------------
MATERIALS--6.6%
- --------------------------------------------------------------------------------
CHEMICALS--1.9%
BASF AG 900 58,186
- --------------------------------------------------------------------------------
BOC Group plc 2,000 37,000
- --------------------------------------------------------------------------------
Shin-Etsu Chemical Co. 900 33,305
-------------
128,491
- --------------------------------------------------------------------------------
CONSTRUCTION MATERIALS--2.3%
Cemex SA de CV, Sponsored ADR 900 32,400
- --------------------------------------------------------------------------------
CRH plc 1,470 36,415
- --------------------------------------------------------------------------------
Hanson plc 5,000 46,178
- --------------------------------------------------------------------------------
Holcim Ltd. 570 34,646
-------------
149,639
- --------------------------------------------------------------------------------
METALS & MINING--2.4%
Broken Hill Proprietary Co. Ltd. 10,120 127,846
- --------------------------------------------------------------------------------
Companhia Vale do Rio Doce, ADR 1,100 29,645
-------------
157,491
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--7.7%
- --------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--4.0%
France Telecom SA 960 28,080
- --------------------------------------------------------------------------------
Telecom Corp. of New Zealand Ltd. 4,830 21,392
- --------------------------------------------------------------------------------
Telecom Italia SpA 19,890 67,463
- --------------------------------------------------------------------------------
Telefonica SA 8,790 149,473
-------------
266,408
- --------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--3.7%
KDDI Corp. 11 50,887
- --------------------------------------------------------------------------------
Vodafone Group plc 72,850 190,150
-------------
241,037
- --------------------------------------------------------------------------------
UTILITIES--4.5%
- --------------------------------------------------------------------------------
ELECTRIC UTILITIES--3.2%
CLP Holdings Ltd. 5,000 28,351
- --------------------------------------------------------------------------------
E.ON AG 1,040 87,727
- --------------------------------------------------------------------------------
Enel SpA 5,760 54,664
- --------------------------------------------------------------------------------
ScottishPower plc 5,000 40,457
-------------
211,199
- --------------------------------------------------------------------------------
GAS UTILITIES--0.8%
Tokyo Gas Co. Ltd. 13,000 52,198
13 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF INVESTMENTS April 30, 2005 / Continued
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
WATER UTILITIES--0.5%
Sociedad General de Aguas
de Barcelona SA, Cl. A 1,770 $ 36,125
-------------
Total Common Stocks (Cost $4,962,184) 6,406,878
PRINCIPAL
AMOUNT
- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--2.2%
- --------------------------------------------------------------------------------
Undivided interest of 0.01% in joint
repurchase agreement (Principal Amount/
Value $1,318,039,000, with a maturity value
of $1,318,355,329) with UBS Warburg LLC,
2.88%, dated 4/29/05, to be repurchased at
$149,036 on 5/2/05, collateralized by Federal
National Mortgage Assn., 5%--6%, 3/1/34--8/1/34,
with a value of $1,345,611,059 (Cost $149,000) $ 149,000 149,000
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $5,111,184) 99.0% 6,555,878
- --------------------------------------------------------------------------------
OTHER ASSETS NET OF LIABILITIES 1.0 64,198
-------------------------
NET ASSETS 100.0% $ 6,620,076
=========================
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 VALUE PERCENT
- --------------------------------------------------------------------------------
United Kingdom $1,669,648 25.5%
Japan 1,202,824 18.3
France 689,000 10.5
Switzerland 554,357 8.5
Germany 487,263 7.4
Italy 381,660 5.8
Spain 371,443 5.7
The Netherlands 328,680 5.0
Australia 271,289 4.1
United States 149,000 2.3
Hong Kong 106,009 1.6
Sweden 104,258 1.6
Ireland 85,173 1.3
Singapore 36,873 0.6
Belgium 34,964 0.5
Mexico 32,400 0.5
Brazil 29,645 0.5
New Zealand 21,392 0.3
--------------------------
Total $6,555,878 100.0%
==========================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
14 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF ASSETS AND LIABILITIES April 30, 2005
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
Investments, at value (cost $5,111,184)--see accompanying statement of investments $ 6,555,878
- ------------------------------------------------------------------------------------------------------------------------------------
Cash 43,056
- ------------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 62,647
Interest and dividends 42,656
Other 886
-----------
Total assets 6,705,123
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
- ------------------------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 61,015
Legal, auditing and other professional fees 15,273
Shareholder communications 6,792
Trustees' compensation 249
Other 1,718
-----------
Total liabilities 85,047
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $ 6,620,076
===========
- ------------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- ------------------------------------------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest $ 510
- ------------------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 5,098,611
- ------------------------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 15,411
- ------------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments and foreign currency transactions 60,561
- ------------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies 1,444,983
-----------
NET ASSETS $ 6,620,076
===========
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of $6,620,076 and 510,000 shares
of beneficial interest outstanding) $ 12.98
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $ 13.77
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
15 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENT OF OPERATIONS For the Year Ended April 30, 2005
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
INVESTMENT INCOME
- -------------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $17,224) $ 162,706
- -------------------------------------------------------------------------------------
Interest 2,755
-----------
Total investment income 165,461
- -------------------------------------------------------------------------------------
EXPENSES
- -------------------------------------------------------------------------------------
Management fees 54,530
- -------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees--Class A 61
- -------------------------------------------------------------------------------------
Shareholder communications--Class A 4,658
- -------------------------------------------------------------------------------------
Legal, auditing and other professional fees 25,108
- -------------------------------------------------------------------------------------
Trustees' compensation 8,649
- -------------------------------------------------------------------------------------
Custodian fees and expenses 1,799
- -------------------------------------------------------------------------------------
Other 4,983
-----------
Total expenses 99,788
Less reduction to custodian expenses (62)
Less waivers and reimbursements of expenses--Class A (1,191)
-----------
Net expenses 98,535
- -------------------------------------------------------------------------------------
NET INVESTMENT INCOME 66,926
- -------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
- -------------------------------------------------------------------------------------
Net realized gain on:
Investments 91,355
Foreign currency transactions 59,817
-----------
Net realized gain 151,172
- -------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments 286,981
Translation of assets and liabilities denominated in foreign currencies 313,613
-----------
Net change in unrealized appreciation 600,594
- -------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 818,692
===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
16 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR ENDED APRIL 30, 2005 2004 1
- --------------------------------------------------------------------------------------------
OPERATIONS
- --------------------------------------------------------------------------------------------
Net investment income $ 66,926 $ 19,910
- --------------------------------------------------------------------------------------------
Net realized gain 151,172 127,378
- --------------------------------------------------------------------------------------------
Net change in unrealized appreciation 600,594 844,389
---------------------------------
Net increase in net assets resulting from operations 818,692 991,677
- --------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- --------------------------------------------------------------------------------------------
Dividends from net investment income--Class A (59,736) (43,381)
- --------------------------------------------------------------------------------------------
Distributions from net realized gain--Class A (186,283) --
- --------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- --------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
beneficial interest transactions--Class A (6,658) 5,005,765
- --------------------------------------------------------------------------------------------
NET ASSETS
- --------------------------------------------------------------------------------------------
Total increase 566,015 5,954,061
- --------------------------------------------------------------------------------------------
Beginning of period 6,054,061 100,000 2
---------------------------------
End of period (including accumulated net investment
income of $15,411 and $24,396, respectively) $ 6,620,076 $ 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.
17 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
CLASS A YEAR ENDED APRIL 30, 2005 2004 1
- -------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.86 $ 10.00
- -------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .13 2 .04
Net realized and unrealized gain 1.48 1.91
--------------------------------
Total from investment operations 1.61 1.95
- -------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.12) (.09)
Distributions from net realized gain (.37) --
--------------------------------
Total dividends and distributions to shareholders (.49) (.09)
- -------------------------------------------------------------------------------------------
Net asset value, end of period $ 12.98 $ 11.86
================================
- -------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 13.53% 19.50%
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 6,620 $ 6,054
- -------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 6,428 $ 5,824
- -------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income 1.04% 0.48%
Total expenses 1.55% 2.26%
Expenses after payments and waivers and reduction to
custodian expenses 1.53% 1.70%
- -------------------------------------------------------------------------------------------
Portfolio turnover rate 11% 15%
1. For the period from August 12, 2003 (commencement of operations) to April 30,
2004.
2. Per share amounts calculated based on the average shares outstanding during
the period.
3. 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.
4. Annualized for periods of less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
18 | 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 direct
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, 2005, the Manager owned 100% of the Fund's shares. 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.
Corporate, government and municipal debt instruments having a remaining maturity
in excess of sixty days and all mortgage-backed securities will be valued at the
mean between the "bid" and "asked" prices. Futures contracts traded on a
commodities or futures exchange will be valued at the final settlement price or
official closing price on the principal exchange as reported by such principal
exchange at its trading session ending at, or most recently prior to, the time
when the Fund's assets are valued. 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 and
domestic 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 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. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.
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.
19 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
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 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.
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 1,2,3 TAX PURPOSES
--------------------------------------------------------------------------
$ 28,299 $ 60,874 $ 1,962 $ 1,433,744
1. The Fund had $313 of post-October foreign currency losses which were
deferred.
2. The Fund had $1,649 of post-October passive foreign investment company losses
which were deferred.
3. During the fiscal year ended April 30, 2005, the Fund did not utilize any
capital loss carryforward.
Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains 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, 2005. Net assets of the
Fund were unaffected by the reclassifications.
REDUCTION TO INCREASE TO
ACCUMULATED ACCUMULATED NET
INCREASE TO NET INVESTMENT REALIZED GAIN
PAID-IN CAPITAL INCOME ON INVESTMENTS 4
---------------------------------------------------------
$ 33 $ 16,175 $ 16,142
4. $33, all of which was long-term capital gain, was distributed in connection
with Fund share redemptions.
The tax character of distributions paid during the year ended April 30, 2005 and
the period ended April 30, 2004 was as follows:
YEAR ENDED PERIOD ENDED
APRIL 30, 2005 APRIL 30, 2004 5
---------------------------------------------------------------
Distributions paid from:
Ordinary income $ 225,639 $ 43,381
Long-term capital gain 20,380 --
-----------------------------
Total $ 246,019 $ 43,381
=============================
5. For the period from August 12, 2003 (commencement of operations) to April 30,
2004.
20 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of April 30, 2005 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 $ 5,122,423
==============
Gross unrealized appreciation $ 1,478,775
Gross unrealized depreciation (45,031)
--------------
Net unrealized appreciation $ 1,433,744
==============
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.
- --------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
- --------------------------------------------------------------------------------
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.
- --------------------------------------------------------------------------------
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:
YEAR ENDED APRIL 30, 2005 PERIOD ENDED APRIL 30, 2004 1,2
SHARES AMOUNT SHARES AMOUNT
- ---------------------------------------------------------------------------------------------------
CLASS A
Sold -- $ -- 500,506 $ 5,005,729
Dividends and/or
distributions reinvested -- -- 3 36
Redeemed (509) (6,658) -- --
---------------------------------------------------------------
Net increase (decrease) (509) $ (6,658) 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.
21 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 April 30, 2005, were $683,832
and $827,340, 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 0.85% 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.
- --------------------------------------------------------------------------------
SUB-ADVISOR FEES. The Manager, not the Fund, pays the Sub-Advisor an annual fee
under the Sub-Advisory Agreement between the Manager and the Sub-Advisor. The
fee 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 year ended April 30, 2005, the Fund paid $69 to
OFS for services to 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.
- --------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. The Manager has voluntarily agreed to
waive fees and/or reimburse the Fund for certain expenses such that the "Total
Annual Operating Expenses" will not exceed 1.70%. For the year ended April 30,
2005, management fees in the amount of $1,191 were voluntarily waived by the
Manager. The voluntary waiver and/or expense reimbursement described above may
be amended or withdrawn at any time.
OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees to 0.35% of average annual net assets of the Fund. This undertaking
may be amended or withdrawn at any time.
- --------------------------------------------------------------------------------
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.
22 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
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, 2005, the Fund had no outstanding foreign currency
contracts.
- --------------------------------------------------------------------------------
6. LITIGATION
A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") excluding the Fund, 30 present and
former Directors or Trustees and 8 present and former officers of the funds.
This complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.
The defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The defendants believe that it is premature to
render any opinion as to the likelihood of an outcome unfavorable to them and
that no estimate can yet be made with any degree of certainty as to the amount
or range of any potential loss.
23 | 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, 2005, and the related statements of
operations for the year then ended and the statements of changes in net assets
and financial highlights for the year then ended and 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 audits.
We conducted our audits 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.
We were not engaged to perform an audit of the Fund's internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. 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, 2005, 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 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 Large-Cap Core Fund of the Oppenheimer International
Large-Cap Core Trust at April 30, 2005, the results of its operations for the
year then ended and the statements of changes in net assets and financial
highlights for the year then ended and for the period from August 12, 2003
(commencement of operations) to April 30, 2004, in conformity with U.S.
generally accepted accounting principles.
/s/ Ernst & Young LLP
New York, New York
May 26, 2005
24 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
FEDERAL INCOME TAX INFORMATION Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In early 2006, if applicable, shareholders of record will receive information
regarding all dividends and distributions paid to them by the Fund during
calendar year 2005. Regulations of the U.S. Treasury Department require the Fund
to report this information to the Internal Revenue Service.
Dividends and distributions of $0.4824 per share were paid to Class A
shareholders, respectively, on December 9, 2004, of which $0.0400 was designated
as a "capital gain distribution" for federal income tax purposes. Whether
received in stock or in cash, the capital gain distribution should be treated by
shareholders as a gain from the sale of the capital assets held for more than
one year (long-term capital gains).
A portion, if any, of the dividends paid by the Fund during the fiscal
year ended April 30, 2005 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.
$156,991 of the Fund's fiscal year taxable income may be eligible for the lower
individual income tax rates. In early 2006, 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
$16,672 of foreign income taxes paid by the Fund during the fiscal year ended
April 30, 2005. A separate notice will be mailed to each shareholder, which will
reflect the proportionate share of such foreign taxes which must be treated by
shareholders as gross income for federal income tax purposes.
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.
25 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which
the Fund votes proxies relating to securities ("portfolio proxies") held by the
Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures
is available (i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048, (ii) on the Fund's website at www.oppenheimerfunds.com, and
(iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to
file Form N-PX, with its complete proxy voting record for the 12 months ended
June 30th, no later than August 31st of each year. The Fund's voting record is
available (i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048, and (ii) in the Form N-PX filing on the SEC's website at
www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC
for the first quarter and the third quarter of each fiscal year on Form N-Q. The
Fund's Form N-Q filings are available on the SEC's website at
http://www.sec.gov. Those forms may be reviewed and copied at the SEC's Public
Reference Room in Washington D.C. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
26 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Each year, the Board of Trustees (the "Board"), including a majority of the
independent Trustees, is required to determine whether to renew the advisory and
sub-advisory agreements (the "advisory agreements"). The Investment Company Act
of 1940, as amended, requires that the Board request and evaluate, and that the
Manager and [Sub-Adviser] / [OFI Institutional Asset Management, Inc. (the
"Sub-Adviser") provide, such information as may be reasonably necessary to
evaluate the terms of the advisory agreements. The Board employs an independent
consultant to prepare a report that provides information, including comparative
information, that the Board requests for this purpose. In addition, the Board
receives information throughout the year regarding Fund services, fees, expenses
and performance.
NATURE AND EXTENT OF SERVICES. In considering the renewal of the Fund's
advisory agreements for the current year, the Board evaluated the nature and
extent of the services provided by the Manager, the Sub-Adviser and their
affiliates. The Manager provides the Fund with office space, facilities and
equipment; administrative, accounting, clerical, legal and compliance personnel;
securities trading services; oversight of third party service providers and the
Sub-Adviser provides the Fund with the services of the portfolio manager and the
Sub-Adviser's investment team, who provide research, analysis and other advisory
services in regard to the Fund's investments.
QUALITY OF SERVICES. The Board also considered the quality of the services
provided and the quality of the Manager's and Sub-Adviser's resources that are
available to the Fund. The Board noted that the Manager has had over forty years
of experience as an investment adviser and that its assets under management rank
it among the top mutual fund managers in the United States. The Board evaluated
the Manager's administrative, accounting, legal and compliance services and
information the Board received regarding the experience and professional
qualifications of the Manager's personnel and the size and functions of its
staff. The Board members also considered their experiences as directors or
trustees of the Fund and other funds advised by the Manager. The Board received
and reviewed information regarding the quality of services provided by
affiliates of the Manager, which it also reviews at other times during the year
in connection with the renewal of the Fund's service agreements. The Board noted
that the relatively low redemption rate for funds advised by the Manager
provided an indication of shareholder satisfaction with the overall level of
services provided by the Manager. The Board considered that the Sub-Adviser, an
indirect, wholly-owned subsidiary of the Manager, provides investment
supervisory services on a discretionary basis to individual accounts, investment
companies, pension plans, insurance company separate accounts, public funds and
corporations and managed over $3 billion in assets under management.
PORTFOLIO MANAGEMENT SERVICES AND PERFORMANCE. In its evaluation of the
quality of the portfolio management services provided, the Board considered the
experience of Dixon Morgan, Jr. and the Sub-Adviser's investment team and
analysts. Mr. Morgan has had over 26 years of experience managing global
investments. Mr. Morgan has been primarily responsible for the day-to-day
management of the Fund's portfolio since the Fund's inception in August 2003.
Mr. Morgan has been a Managing Director of the Sub-Adviser since April 2000. He
is a portfolio manager of one portfolio and 285 other accounts in the
OppenheimerFunds complex.
The Board also reviewed information, prepared by the Manager and by the
independent consultant, comparing the Fund's historical performance to relevant
market indices and to the performance of other international large-cap core
funds (including both funds advised by the Manager and funds advised by other
investment advisers). The Board also receives and reviews comparative
performance information regarding the Fund and other funds at each Board
meeting. The Board noted that the Fund's one-year and since inception
performance was better than its peer group average.
MANAGEMENT FEES AND EXPENSES. The Board also reviewed information,
including comparative information, regarding the fees paid to the Manager and
its affiliates and the other expenses borne by the Fund. The independent
27 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited / Continued
- --------------------------------------------------------------------------------
consultant provided comparative data in regard to the fees and expenses of the
Fund, other international large-cap core funds, international multi-cap value
funds, international large cap value funds and other funds with comparable
assets levels and distribution features. The Manager has agreed to voluntarily
cap the Fund's Class A share expenses at 1.70%. The Board noted that the Fund's
contractual and actual management fees are both lower than its peer group
average, although its total expenses are higher than its peer group average. In
addition, the Board evaluated the comparability of the fees charged and the
services provided to the Fund to the fees charged and services provided to other
types of entities advised by the Manager. The Board noted that the Manager, not
the Fund, pays the Sub-Adviser's annual fee under the sub-advisory agreement.
PROFITABILITY OF THE MANAGER AND AFFILIATES. The Board also reviewed
information regarding the cost of services provided by the Manager and its
affiliates and the Manager's profitability. The Board considered that the
Manager must be able to pay and retain experienced professional personnel at
competitive rates to provide services to the Fund and that maintaining the
financial viability of the Manager is important in order for the Manager to
continue to provide significant services to the Fund and its shareholders. In
addition the Board considered information that was provided regarding the direct
and indirect benefits the Manager and Sub-Adviser receive as a result of their
relationship with the Fund, including compensation paid to the Manager's
affiliates and research provided to the Manager and Sub-Adviser in connection
with permissible brokerage arrangements (soft dollar arrangements).
ECONOMIES OF SCALE. The Board reviewed the extent to which the Manager may
realize economies of scale in managing and supporting the Fund and the current
level of Fund assets in relation to the Fund's breakpoint schedule for its
management fees. The Board noted that the fund has not experienced any asset
growth recently and that, based on current asset levels, the Fund is not yet
approaching its last management fee breakpoint.
CONCLUSIONS. These factors were also considered by the independent Trustees
meeting separately from the full Board, assisted by experienced counsel to the
Fund. Fund counsel is independent of the Manager and the Sub-Adviser within the
meaning and intent of the Securities and Exchange Commission Rules. The Board
was aware that there are alternatives to retaining the Manager.
Based on its review of the information it received and its evaluations
described above, the Board, including a majority of the independent Trustees,
concluded that the nature, extent and quality of the services provided to the
Fund by the Manager and the Sub-Adviser are a benefit to the Fund and in the
best interest of the Fund's shareholders and that the amount and structure of
the compensation received by the Manager and its affiliates are reasonable in
relation to the services provided. Accordingly, the Board elected to continue
the advisory agreements for another year. In arriving at this decision, the
Board did not single out any factor or factors as being more important than
others, but considered all of the factors together. The Board judged the terms
and conditions of the advisory agreements, including the management fee, in
light of all of the surrounding circumstances.
28 | 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
FUND, LENGTH OF SERVICE, AGE BY TRUSTEE; NUMBER OF PORTFOLIOS IN FUND COMPLEX CURRENTLY OVERSEEN BY TRUSTEE
INDEPENDENT THE ADDRESS OF EACH TRUSTEE AND INTERESTED TRUSTEE IN THE CHARTS BELOW IS 6803 S.
TRUSTEES TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM,
UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
PETER I. WOLD, President of Wold Oil Properties, Inc. (oil and gas exploration and production
Chairman of the Board company) (since 1994); Vice President, Secretary and Treasurer of Wold Trona
(since December 2004), Company, Inc. (soda ash processing and production) (since 1996); Vice President of
Trustee (since 2003) Wold Talc Company, Inc. (talc mining) (since 1999); Managing Member of Hole-in-the-
Age: 57 Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver
Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of
PacifiCorp. (electric utility) (1995-1999). Oversees 14 portfolios in the
OppenheimerFunds complex.
RONALD J. ABDOW, Chairman of Abdow Corporation (operator of restaurants) (since 1959); Trustee of
Trustee (since 2003) the following real estate businesses (owners and operators of restaurants): G&R
Age: 73 Realty Co. (since 1973), G&R Trust Co. (since 1973), Abdow Partnership (since
1975), Auburn Associates (since 1983) and Hazard Associates (since 1985); Trustee
of the following open-end investment companies: MML Series Investment Fund II
(since 2005), MassMutual Premier Funds (since 2004), MML Series Investment Fund
(1993-2004) and of MassMutual Select Funds (formerly MassMutual Institutional
Funds) (1994-2004); Trustee of Bay State Health System (health services) (since
1994); Chairman of Western Mass Development Corp. (non-profit land development)
(since 1996); and Chairman of American International College (non-profit college)
(since 1991). Oversees 14 portfolios in the OppenheimerFunds complex.
JOSEPH M. WIKLER, Director of the following medical device companies: Medintec (since 1992) and
Trustee (since 2003) Cathco (since 1996); Director of Lakes Environmental Association (since 1996);
Age: 64 Member of the Investment Committee of the Associated Jewish Charities of Baltimore
(since 1994); Director of Fortis/Hartford mutual funds (1994 - December 2001).
Oversees 14 portfolios in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
EUSTIS WALCOTT, Principal with Ardsley Associates (consulting firm) (since 2000); Director of
Trustee (since 2003) Cornerstone Real Estate Advisors LLC (real estate equity investment management
Age: 67 services) (an affiliate of the Manager) (since October 2000); Director of MML
Investors Services (individual retirement, insurance, investment, and life event
planning prod- ucts and services company) (an affiliate of the Manager) (since
October 2000); Trustee of OFI Trust Company (an affiliate of the Manager) (since
2001); Trustee of the American International College (1995 - December 2003); Senior
Vice President of Massachusetts Mutual Life Insurance Company (May 1990 - July
2000); Vice President of MassMutual Foundation for Hartford, Inc. (since 2005).
Oversees 14 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
President and Trustee (since September 2000) of the Manager; President and a director or trustee of other
(since 2003) Oppenheimer funds; President and a director (since July 2001) of Oppenheimer
Age: 55 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
following investment advisory subsidiaries of the Manager: OFI Institutional Asset
Management, Inc., Centennial Asset Management Corporation, Trinity Investment
Manage- ment 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 Babson Capital Management LLC); a member of the
Investment Company Institute's Board of Governors (elected to
29 | OPPENHEIMER INTERNATIONAL LARGE-CAP CORE FUND
TRUSTEES AND OFFICERS Unaudited / Continued
- --------------------------------------------------------------------------------
JOHN V. MURPHY, serve from October 3, 2003 through September 30, 2006). Formerly, Chief Operating
Continued Officer (September 2000- June 2001) of the Manager; President and trustee (November
1999-November 2001) of MML Series Investment Fund and MassMutual Select 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 66 portfolios as Trustee/Director and
20 additional portfolios as Officer in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------
OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MR. MORGAN AND
MR. ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, NEW YORK, NY 10281-1008;
FOR MR. WIXTED AND MR. VANDEHEY, 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
Vice President and and OFI Institutional Asset Management, Inc., both affiliates of the Manager, since
Portfolio Manager April 2000; an officer of 1 portfolio in the OppenheimerFunds complex. Formerly a
(since 2003) Managing Director of Gratry & Company (July 1990 - April 2000).
Age: 59
BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer of
Treasurer (since 2003) HarbourView Asset Management Corporation, Shareholder Financial Services, Inc.,
Age: 45 Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and
Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private
Investments, 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 86 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: 56 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 86
portfolios in the OppenheimerFunds complex.
MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer (since March 2004) of the
Vice President and Manager; Vice President (since June 1983) of OppenheimerFunds Distributor, Inc.,
Chief Compliance Officer Centennial Asset Management Corporation and Shareholder Services, Inc. Formerly
(since 2004) (until February 2004) Vice President and Director of Internal Audit of the Manager.
Age: 54 An officer of 86 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.
30 | 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 billed $13,050 in fiscal 2005 and $16,250 in
fiscal 2004.
(b) Audit-Related Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years to the registrant's investment adviser or any entity
controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant.
Such fees include: internal control reviews.
(c) Tax Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees in fiscal 2005 and $300
in fiscal 2004 to the registrant.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years to the registrant's investment adviser or any entity
controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant.
Such fees include: tax compliance, tax planning and tax advice.
Tax compliance generally involves preparation of original and
amended tax returns, claims for a refund and tax payment-planning
services. Tax planning and tax advice includes
assistance with tax audits and appeals, tax advice related to
mergers and acquisitions and requests for rulings or technical
advice from taxing authorities.
(d) All Other Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years.
The principal accountant for the audit of the registrant's annual
financial statements billed $115,000 in fiscal 2005 and no such
fees in fiscal 2004 to the registrant's investment adviser or any
entity controlling, controlled by, or under common control with
the adviser that provides ongoing services to the registrant.
Such fees would include the cost to the principal accountant of
attending audit committee meetings and consultations regarding the
registrant's retirement plan with respect to its trustees.
(e) (1) During its regularly scheduled periodic meetings, the
registrant's audit committee will pre-approve all audit,
audit-related, tax and other services to be provided by the
principal accountants of the registrant.
The audit committee has delegated pre-approval authority to its
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.
Under applicable laws, pre-approval of non-audit services maybe
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 $115,000 in fiscal 2005 and $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.
(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. DISCLOSURE OF PROXY POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT
INVESTMENT COMPANIES
Not applicable
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES
Not applicable
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS
Not applicable
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 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 11. CONTROLS AND PROCEDURES
(a) Based on their evaluation of registrant's disclosure controls and
procedures (as defined in rule 30a-3(c) under the Investment
Company Act of 1940 (17 CFR 270.30a-3(c)) as of April 30, 2005,
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 changes in registrant's internal controls over
financial reporting that occurred during the registrant's last
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control
over financial reporting.
ITEM 12. EXHIBITS.
(A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT)(NOT
APPLICABLE TO SEMIANNUAL REPORTS)
(B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS)
(C) EXHIBITS ATTACHED HERETO. (ATTACH PORTFOLIO PROXY VOTING POLICIES AND
PROCEDURES AS REQUIRED BY ITEM 7)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer International Large-Cap Core Fund
By: /S/ JOHN V. MURPHY
----------------------------
John V. Murphy
Principal Executive Officer
Date: June 15, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /S/ JOHN V. MURPHY
----------------------------
John V. Murphy
Principal Executive Officer
Date: June 15, 2005
By: /S/ BRIAN W. WIXTED
----------------------------
Brian W. Wixted
Chief Financial Officer
Date: June 15, 2005