UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
INVESTMENT COMPANIES
Investment Company Act file number 811-09333
Oppenheimer Main Street Small- & Mid-Cap Fund
(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
(Address of principal executive offices) (Zip code)
(Address of principal executive offices) (Zip code)
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
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: June 30
Date of reporting period: 12/31/2010
Item 1. Reports to Stockholders.
![(OPPENHEIMERFUNDS LOGO)](https://capedge.com/proxy/N-CSRS/0000950123-11-018513/g07676g0767601.gif)
December 31, 2010 ppenheimer Main Street Small- & Mid-Cap Fund®* Management Commentary and Semiannual Report M A N A G E M E N T C O M M E N TA R Y An Interview with Your Fund’s Portfolio Managers S E M I A N N U A L R E P O RT Listing of Top Holdings Listing of Investments Financial Statements * Prior to November 1, 2010, the Fund was named “Oppenheimer Main Street Small Cap Fund®” |
TOP HOLDINGS AND ALLOCATIONS
Top Ten Common Stock Industries | ||||
Real Estate Investment Trusts | 6.4 | % | ||
Insurance | 5.8 | |||
Semiconductors & Semiconductor Equipment | 5.5 | |||
Software | 4.6 | |||
Oil, Gas & Consumable Fuels | 3.9 | |||
Health Care Providers & Services | 3.9 | |||
Specialty Retail | 3.5 | |||
Machinery | 3.4 | |||
Health Care Equipment & Supplies | 3.1 | |||
IT Services | 3.0 |
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets.
Top Ten Common Stock Holdings | ||||
Holly Corp. | 1.4 | % | ||
Blue Coat Systems, Inc. | 1.2 | |||
MSCI, Inc., Cl. A | 1.1 | |||
Digital Realty Trust, Inc. | 1.1 | |||
AES Corp. (The) | 1.0 | |||
Bally Technologies, Inc. | 1.0 | |||
Old Dominion Freight Line, Inc. | 1.0 | |||
NeuStar, Inc., Cl. A | 0.9 | |||
Imax Corp. | 0.9 | |||
Children’s Place Retail Stores, Inc. | 0.9 |
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on net assets. For more current Top 10 Fund holdings, please visit www.oppenheimerfunds.com.
7 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
TOP HOLDINGS AND ALLOCATIONS
Sector Allocation
![(PIE CHART)](https://capedge.com/proxy/N-CSRS/0000950123-11-018513/g07676g0767602.gif)
Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2010, and are based on the total market value of common stocks.
8 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES
Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. 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 and, if available, the Fund’s summary prospectus contain 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 and, if available, the Fund’s summary 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.
Class A shares of the Fund were first publicly offered on 8/2/99. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.
Class B shares of the Fund were first publicly offered on 8/2/99. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.
Class C shares of the Fund were first publicly offered on 8/2/99. Unless otherwise noted Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.
Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.
Class Y shares of the Fund were first publicly offered on 8/2/99. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.
An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.
9 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP 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 applicable); 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 December 31, 2010.
Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), 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” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
10 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Beginning | Ending | Expenses | ||||||||||
Account | Account | Paid During | ||||||||||
Value | Value | 6 Months Ended | ||||||||||
July 1, 2010 | December 31, 2010 | December 31, 2010 | ||||||||||
Actual | ||||||||||||
Class A | $ | 1,000.00 | $ | 1,251.10 | $ | 7.28 | ||||||
Class B | 1,000.00 | 1,245.80 | 11.60 | |||||||||
Class C | 1,000.00 | 1,246.50 | 11.38 | |||||||||
Class N | 1,000.00 | 1,249.70 | 8.42 | |||||||||
Class Y | 1,000.00 | 1,253.80 | 4.72 | |||||||||
Hypothetical (5% return before expenses) | ||||||||||||
Class A | 1,000.00 | 1,018.75 | 6.53 | |||||||||
Class B | 1,000.00 | 1,014.92 | 10.41 | |||||||||
Class C | 1,000.00 | 1,015.12 | 10.21 | |||||||||
Class N | 1,000.00 | 1,017.74 | 7.55 | |||||||||
Class Y | 1,000.00 | 1,021.02 | 4.24 |
Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended December 31, 2010 are as follows:
Class | Expense Ratios | |||
Class A | 1.28 | % | ||
Class B | 2.04 | |||
Class C | 2.00 | |||
Class N | 1.48 | |||
Class Y | 0.83 |
The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent. Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.
11 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS December 31, 2010 / Unaudited
Shares | Value | |||||||
Common Stocks—97.5% | ||||||||
Consumer Discretionary—13.4% | ||||||||
Auto Components—0.9% | ||||||||
American Axle & Manufacturing Holdings, Inc.1 | 252,763 | $ | 3,250,532 | |||||
Cooper Tire & Rubber Co. | 311,360 | 7,341,869 | ||||||
Dana Holding Corp.1 | 1,232,460 | 21,210,637 | ||||||
Federal-Mogul Corp.1 | 65,219 | 1,346,772 | ||||||
Fuel Systems Solutions, Inc.1 | 97,958 | 2,878,006 | ||||||
36,027,816 | ||||||||
Distributors—0.4% | ||||||||
Core-Mark Holding Co., Inc.1 | 10,832 | 385,511 | ||||||
Pool Corp. | 680,350 | 15,335,089 | ||||||
15,720,600 | ||||||||
Diversified Consumer Services—1.5% | ||||||||
Bridgepoint Education, Inc.1 | 114,700 | 2,179,300 | ||||||
Capella Education Co.1 | 489,520 | 32,592,242 | ||||||
Career Education Corp.1 | 359,894 | 7,460,603 | ||||||
CPI Corp. | 52,110 | 1,175,081 | ||||||
Hillenbrand, Inc. | 86,620 | 1,802,562 | ||||||
ITT Educational Services, Inc.1 | 96,567 | 6,150,352 | ||||||
Lincoln Educational Services Corp. | 210,605 | 3,266,484 | ||||||
Pre-Paid Legal Services, Inc.1 | 75,268 | 4,534,897 | ||||||
Sotheby’s | 1,300 | 58,500 | ||||||
59,220,021 | ||||||||
Hotels, Restaurants & Leisure—2.2% | ||||||||
AFC Enterprises, Inc.1 | 141,410 | 1,965,599 | ||||||
Bally Technologies, Inc.1 | 916,770 | 38,678,526 | ||||||
Bob Evans Farms, Inc. | 43,110 | 1,420,906 | ||||||
Brinker International, Inc. | 325,200 | 6,790,176 | ||||||
CEC Entertainment, Inc.1 | 213,560 | 8,292,535 | ||||||
Cracker Barrel Old Country Store, Inc. | 326,912 | 17,904,970 | ||||||
Papa John’s International, Inc.1 | 253,101 | 7,010,898 | ||||||
Ruby Tuesday, Inc.1 | 8,340 | 108,920 | ||||||
Speedway Motorsports, Inc. | 150,204 | 2,301,125 | ||||||
84,473,655 | ||||||||
Household Durables—0.3% | ||||||||
American Greetings Corp., Cl. A | 255,855 | 5,669,747 | ||||||
CSS Industries, Inc. | 47,650 | 982,067 | ||||||
Helen of Troy Ltd.1 | 88,046 | 2,618,488 | ||||||
Kid Brands, Inc.1 | 168,010 | 1,436,486 | ||||||
10,706,788 | ||||||||
Internet & Catalog Retail—0.0% | ||||||||
NutriSystem, Inc. | 34,481 | 725,135 | ||||||
Leisure Equipment & Products—0.4% | ||||||||
Eastman Kodak Co.1 | 159,200 | 853,312 | ||||||
JAKKS Pacific, Inc.1 | 240,080 | 4,374,258 | ||||||
Polaris Industries, Inc. | 80,985 | 6,318,450 | ||||||
Sturm, Ruger & Co., Inc. | 338,020 | 5,168,326 | ||||||
16,714,346 | ||||||||
Media—1.8% | ||||||||
China MediaExpress Holdings, Inc.1 | 191,324 | 3,030,572 | ||||||
Dex One Corp.1 | 101,253 | 755,347 | ||||||
Gannett Co., Inc. | 498,490 | 7,522,214 | ||||||
Harte-Hanks, Inc. | 3,072 | 39,229 | ||||||
Imax Corp.1 | 1,202,520 | 33,730,686 | ||||||
Journal Communications, Inc.1 | 220,360 | 1,112,818 | ||||||
Lee Enterprises, Inc.1 | 574,190 | 1,412,507 | ||||||
McClatchy Co., Cl. A1 | 374,520 | 1,749,008 |
12 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
Media Continued | ||||||||
Meredith Corp. | 66,357 | $ | 2,299,270 | |||||
National CineMedia, Inc. | 4,025 | 80,138 | ||||||
Scholastic Corp. | 221,314 | 6,537,616 | ||||||
Sinclair Broadcast Group, Inc., Cl. A | 633,177 | 5,179,388 | ||||||
Valassis Communications, Inc.1 | 191,327 | 6,189,428 | ||||||
Wiley (John) & Sons, Inc., Cl. A | 56,923 | 2,575,197 | ||||||
72,213,418 | ||||||||
Multiline Retail—0.4% | ||||||||
Big Lots, Inc.1 | 211,884 | 6,453,987 | ||||||
Bon-Ton Stores, Inc.1 | 9,010 | 114,067 | ||||||
Dillard’s, Inc., Cl. A | 251,905 | 9,557,276 | ||||||
Retail Ventures, Inc.1 | 89,451 | 1,458,051 | ||||||
17,583,381 | ||||||||
Specialty Retail—3.5% | ||||||||
Aeropostale, Inc.1 | 265,800 | 6,549,312 | ||||||
AnnTaylor Stores Corp.1 | 35,000 | 958,650 | ||||||
Books-A-Million, Inc. | 97,200 | 563,760 | ||||||
Cato Corp., Cl. A | 312,878 | 8,575,986 | ||||||
Children’s Place Retail Stores, Inc.1 | 671,715 | 33,343,933 | ||||||
Collective Brands, Inc.1 | 74,560 | 1,573,216 | ||||||
Dress Barn, Inc. (The)1 | 21,970 | 580,447 | ||||||
DSW, Inc., Cl. A1 | 173,353 | 6,778,102 | ||||||
Express, Inc. | 148,003 | 2,782,456 | ||||||
Finish Line, Inc. (The), Cl. A | 400,300 | 6,881,157 | ||||||
Jos. A. Banks Clothiers, Inc.1 | 118,159 | 4,764,171 | ||||||
Kirkland’s, Inc.1 | 392,962 | 5,513,257 | ||||||
Men’s Wearhouse, Inc. (The) | 73,642 | 1,839,577 | ||||||
Rent-A-Center, Inc. | 281,990 | 9,102,637 | ||||||
Select Comfort Corp.1 | 312,960 | 2,857,325 | ||||||
Signet Jewelers Ltd.1 | 197,290 | 8,562,386 | ||||||
Stage Stores, Inc. | 92,189 | 1,598,557 | ||||||
Tractor Supply Co. | 661,850 | 32,093,107 | ||||||
134,918,036 | ||||||||
Textiles, Apparel & Luxury Goods—2.0% | ||||||||
Carter’s, Inc.1 | 1,874 | 55,302 | ||||||
Deckers Outdoor Corp.1 | 48,601 | 3,875,444 | ||||||
Fossil, Inc.1 | 315,073 | 22,206,345 | ||||||
Perry Ellis International, Inc.1 | 146,280 | 4,018,312 | ||||||
Phillips/Van Heusen Corp. | 466,237 | 29,377,593 | ||||||
Timberland Co., Cl. A1 | 337,004 | 8,286,928 | ||||||
True Religion Apparel, Inc.1 | 86,218 | 1,919,213 | ||||||
Warnaco Group, Inc. (The)1 | 132,090 | 7,274,196 | ||||||
77,013,333 | ||||||||
Consumer Staples—2.1% | ||||||||
Beverages—0.2% | ||||||||
Cott Corp.1 | 726,570 | 6,546,396 | ||||||
Food & Staples Retailing—0.1% | ||||||||
Nash Finch Co. | 89,325 | 3,797,206 | ||||||
Spartan Stores, Inc. | 2,180 | 36,951 | ||||||
Weis Markets, Inc. | 12,157 | 490,292 | ||||||
4,324,449 | ||||||||
Food Products—1.2% | ||||||||
B&G Foods, Inc., Cl. A | 44,886 | 616,285 | ||||||
Cal-Maine Foods, Inc. | 136,533 | 4,311,712 | ||||||
Corn Products International, Inc. | 161,960 | 7,450,160 | ||||||
Flowers Foods, Inc. | 28,770 | 774,201 | ||||||
Fresh Del Monte Produce, Inc. | 83,982 | 2,095,351 | ||||||
Overhill Farms, Inc.1 | 156,370 | 903,819 |
13 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Shares | Value | |||||||
Food Products Continued | ||||||||
TreeHouse Foods, Inc.1 | 615,650 | $ | 31,453,559 | |||||
47,605,087 | ||||||||
Household Products—0.2% | ||||||||
Central Garden & Pet Co., Cl. A1 | 560,991 | 5,542,591 | ||||||
Personal Products—0.4% | ||||||||
China Sky One Medical, Inc.1 | 74,150 | 516,826 | ||||||
Herbalife Ltd. | 118,172 | 8,079,420 | ||||||
Inter Parfums, Inc. | 41,142 | 775,527 | ||||||
Nu Skin Asia Pacific, Inc., Cl. A | 56,153 | 1,699,190 | ||||||
Prestige Brands Holdings, Inc.1 | 425,372 | 5,083,195 | ||||||
16,154,158 | ||||||||
Energy—5.4% | ||||||||
Energy Equipment & Services—1.5% | ||||||||
Acergy SA, Sponsored ADR | 394,765 | 9,608,580 | ||||||
Atwood Oceanics, Inc.1 | 176,227 | 6,585,603 | ||||||
Bolt Technology Corp.1 | 89,019 | 1,172,380 | ||||||
Cal Dive International, Inc.1 | 321,559 | 1,823,240 | ||||||
Compagnie Generale de Geophysique-Veritas, Sponsored ADR1 | 121,840 | 3,727,086 | ||||||
Complete Production Services, Inc.1 | 206,855 | 6,112,565 | ||||||
Hornbeck Offshore Services, Inc.1 | 32,190 | 672,127 | ||||||
North American Energy Partners, Inc.1 | 5,859 | 71,831 | ||||||
Oil States International, Inc.1 | 149,233 | 9,564,343 | ||||||
Precision Drilling Corp.1 | 606,324 | 5,875,280 | ||||||
Seacor Holdings, Inc. | 43,631 | 4,410,658 | ||||||
Superior Energy Services, Inc.1 | 187,364 | 6,555,866 | ||||||
Tetra Technologies, Inc.1 | 231,180 | 2,744,107 | ||||||
TGC Industries, Inc.1 | 217,990 | 828,362 | ||||||
59,752,028 | ||||||||
Oil, Gas & Consumable Fuels—3.9% | ||||||||
Bill Barrett Corp.1 | 166,398 | 6,843,950 | ||||||
Callon Petroleum Co.1 | 280,430 | 1,660,146 | ||||||
Cloud Peak Energy, Inc.1 | 345,700 | 8,030,611 | ||||||
Contango Oil & Gas Co.1 | 46,510 | 2,694,324 | ||||||
CVR Energy, Inc.1 | 248,715 | 3,775,494 | ||||||
Dominion Resources Black Warrior Trust | 66,250 | 1,023,563 | ||||||
Gran Tierra Energy, Inc.1 | 513,359 | 4,132,540 | ||||||
Green Plains Renewable Energy, Inc.1 | 26,563 | 299,099 | ||||||
Holly Corp. | 1,368,097 | 55,777,315 | ||||||
James River Coal Co.1 | 151,125 | 3,827,996 | ||||||
MarkWest Energy Partners LP | 551,550 | 23,887,631 | ||||||
PAA Natural Gas Storage LP | 471,900 | 11,769,186 | ||||||
Pengrowth Energy Trust | 543,920 | 6,994,811 | ||||||
Petrobras Argentina SA, ADR | 55,674 | 1,468,680 | ||||||
PetroQuest Energy, Inc.1 | 393,504 | 2,963,085 | ||||||
PrimeEnergy Corp.1 | 24,972 | 484,207 | ||||||
Stone Energy Corp.1 | 312,879 | 6,974,073 | ||||||
Teekay Offshore Partners LP | 119,380 | 3,312,795 | ||||||
VAALCO Energy, Inc.1 | 279,210 | 1,999,144 | ||||||
W&T Offshore, Inc. | 207,680 | 3,711,242 | ||||||
151,629,892 |
14 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
Financials—20.8% | ||||||||
Capital Markets—1.8% | ||||||||
American Capital Ltd.1 | 115,650 | $ | 874,314 | |||||
Calamos Asset Management, Inc., Cl. A | 82,070 | 1,148,980 | ||||||
Federated Investors, Inc., Cl. B | 203,044 | 5,313,661 | ||||||
Gladstone Investment Corp. | 200,650 | 1,534,973 | ||||||
Investment Technology Group, Inc.1 | 1,240 | 20,299 | ||||||
Janus Capital Group, Inc. | 424,876 | 5,510,642 | ||||||
Knight Capital Group, Inc., Cl. A1 | 565,010 | 7,791,488 | ||||||
MF Global Holdings Ltd.1 | 2,270,013 | 18,977,309 | ||||||
Oppenheimer Holdings, Inc., Cl. A, Non-Vtg. | 12,060 | 316,093 | ||||||
optionsXpress Holdings, Inc. | 603,215 | 9,452,379 | ||||||
Rodman & Renshaw Capital Group, Inc.1 | 174,040 | 466,427 | ||||||
Solar Capital Ltd. | 85,912 | 2,128,899 | ||||||
Stifel Financial Corp.1 | 209,640 | 13,006,066 | ||||||
Triangle Capital Corp. | 59,290 | 1,126,510 | ||||||
Waddell & Reed Financial, Inc., Cl. A | 56,390 | 1,990,003 | ||||||
69,658,043 | ||||||||
Commercial Banks—2.2% | ||||||||
Alliance Financial Corp. | 27,880 | 901,918 | ||||||
Banco Latinoamericano de Exportaciones SA, Cl. E | 175,384 | 3,237,589 | ||||||
Banco Macro SA, ADR | 145,060 | 7,282,012 | ||||||
BBVA Banco Frances SA, ADR | 180,303 | 2,091,515 | ||||||
CapitalSource, Inc. | 917,400 | 6,513,540 | ||||||
Century Bancorp, Inc., Cl. A | 42,910 | 1,149,559 | ||||||
City Holding Co. | 39,673 | 1,437,353 | ||||||
First Midwest Bancorp, Inc. | 577,250 | 6,649,920 | ||||||
FirstMerit Corp. | 509,290 | 10,078,849 | ||||||
Grupo Financiero Galicia SA1 | 1,193 | 18,265 | ||||||
IBERIABANK Corp. | 411,141 | 24,310,767 | ||||||
International Bancshares Corp. | 85,873 | 1,720,036 | ||||||
National Bankshares, Inc. | 33,098 | 1,042,256 | ||||||
Northrim BanCorp, Inc. | 60,730 | 1,173,304 | ||||||
Synovus Financial Corp. | 3,373,010 | 8,904,746 | ||||||
Westamerica Bancorporation | 187,490 | 10,400,070 | ||||||
86,911,699 | ||||||||
Consumer Finance—1.3% | ||||||||
Advance America Cash Advance Centers, Inc. | 717,365 | 4,045,939 | ||||||
Cash America International, Inc. | 224,835 | 8,303,157 | ||||||
Credit Acceptance Corp.1 | 72,908 | 4,576,435 | ||||||
EZCORP, Inc., Cl. A1 | 334,981 | 9,088,035 | ||||||
First Cash Financial Services, Inc.1 | 276,732 | 8,575,925 | ||||||
Nelnet, Inc., Cl. A | 316,792 | 7,504,802 | ||||||
World Acceptance Corp.1 | 147,214 | 7,772,899 | ||||||
49,867,192 | ||||||||
Diversified Financial Services—1.3% | ||||||||
Encore Capital Group, Inc.1 | 165,250 | 3,875,113 | ||||||
Life Partners Holdings, Inc. | 239,872 | 4,588,751 |
15 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Shares | Value | |||||||
Diversified Financial Services Continued | ||||||||
MSCI, Inc., Cl. A1 | 1,134,660 | $ | 44,206,354 | |||||
52,670,218 | ||||||||
Insurance—5.8% | ||||||||
Allied World Assurance Holdings Ltd. | 115,303 | 6,853,610 | ||||||
American Equity Investment Life Holding Co. | 485,807 | 6,096,878 | ||||||
American Safety Insurance Holdings Ltd.1 | 64,170 | 1,371,955 | ||||||
Amerisafe, Inc.1 | 180,514 | 3,158,995 | ||||||
AmTrust Financial Services, Inc. | 382,184 | 6,688,220 | ||||||
Arch Capital Group Ltd.1 | 104,320 | 9,185,376 | ||||||
Argo Group International Holdings Ltd. | 149,764 | 5,608,662 | ||||||
Aspen Insurance Holdings Ltd. | 231,385 | 6,622,239 | ||||||
Berkley (W.R.) Corp. | 344,800 | 9,440,624 | ||||||
Brown & Brown, Inc. | 421,510 | 10,090,949 | ||||||
Delphi Financial Group, Inc., Cl. A | 41,946 | 1,209,723 | ||||||
EMC Insurance Group, Inc. | 44,290 | 1,002,726 | ||||||
Endurance Specialty Holdings Ltd. | 193,122 | 8,897,131 | ||||||
Enstar Group Ltd.1 | 44,974 | 3,803,901 | ||||||
FBL Financial Group, Inc., Cl. A | 151,370 | 4,339,778 | ||||||
First American Financial Corp. | 64,626 | 965,512 | ||||||
Flagstone Reinsurance Holdings SA | 341,410 | 4,301,766 | ||||||
FPIC Insurance Group, Inc.1 | 119,309 | 4,409,661 | ||||||
Hanover Insurance Group, Inc. | 135,290 | 6,320,749 | ||||||
Harleysville Group, Inc. | 81,404 | 2,990,783 | ||||||
Horace Mann Educators Corp. | 273,191 | 4,928,366 | ||||||
Infinity Property & Casualty Corp. | 133,609 | 8,257,036 | ||||||
Maiden Holdings Ltd. | 189,036 | 1,485,823 | ||||||
MBIA, Inc.1 | 85,680 | 1,027,303 | ||||||
Meadowbrook Insurance Group, Inc. | 366,357 | 3,755,159 | ||||||
Mercury General Corp. | 147,861 | 6,359,502 | ||||||
Montpelier Re Holdings Ltd. | 365,890 | 7,295,847 | ||||||
National Financial Partners Corp.1 | 167,790 | 2,248,386 | ||||||
National Interstate Corp. | 46,810 | 1,001,734 | ||||||
National Western Life Insurance Co., Cl. A | 10,570 | 1,762,230 | ||||||
Navigators Group, Inc. (The)1 | 58,320 | 2,936,412 | ||||||
OneBeacon Insurance Group Ltd. | 206,560 | 3,131,450 | ||||||
Platinum Underwriters Holdings Ltd. | 187,420 | 8,428,277 | ||||||
Primerica, Inc. | 153,319 | 3,717,986 | ||||||
ProAssurance Corp.1 | 133,686 | 8,101,372 | ||||||
Protective Life Corp. | 275,868 | 7,349,124 | ||||||
RLI Corp. | 28,830 | 1,515,593 | ||||||
Safety Insurance Group, Inc. | 164,086 | 7,805,571 | ||||||
Selective Insurance Group, Inc. | 121,750 | 2,209,741 | ||||||
StanCorp Financial Group, Inc. | 149,499 | 6,748,385 | ||||||
Symetra Financial Corp. | 385,408 | 5,280,090 | ||||||
Torchmark Corp. | 216,020 | 12,905,035 | ||||||
Unitrin, Inc. | 264,730 | 6,496,474 | ||||||
Validus Holdings Ltd. | 217,297 | 6,651,461 | ||||||
224,757,595 |
16 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
Real Estate Investment Trusts—6.4% | ||||||||
Associated Estates Realty Corp. | 91,070 | $ | 1,392,460 | |||||
Brandywine Realty Trust | 1,113,720 | 12,974,838 | ||||||
BRE Properties, Inc., Cl. A | 147,840 | 6,431,040 | ||||||
CBL & Associates Properties, Inc. | 443,920 | 7,768,600 | ||||||
Chatham Lodging Trust | 244,670 | 4,220,558 | ||||||
Colonial Properties Trust | 50,690 | 914,955 | ||||||
Digital Realty Trust, Inc. | 818,950 | 42,208,683 | ||||||
Entertainment Properties Trust | 45,125 | 2,087,031 | ||||||
Essex Property Trust, Inc. | 58,330 | 6,662,453 | ||||||
Extra Space Storage, Inc. | 339,440 | 5,906,256 | ||||||
Getty Realty Corp. | 18,460 | 577,429 | ||||||
Hatteras Financial Corp. | 799,300 | 24,194,811 | ||||||
Home Properties of New York, Inc. | 119,010 | 6,603,865 | ||||||
LaSalle Hotel Properties | 784,510 | 20,711,064 | ||||||
Mid-America Apartment Communities, Inc. | 473,649 | 30,071,974 | ||||||
Pebblebrook Hotel Trust | 106,948 | 2,173,183 | ||||||
PS Business Parks, Inc. | 73,204 | 4,078,927 | ||||||
Sabra Health Care REIT, Inc. | 59,259 | 1,090,366 | ||||||
Saul Centers, Inc. | 823 | 38,969 | ||||||
Sovran Self Storage, Inc. | 2,340 | 86,135 | ||||||
Starwood Property Trust, Inc. | 946,938 | 20,340,228 | ||||||
Strategic Hotels & Resorts, Inc.1 | 1,969,690 | 10,419,660 | ||||||
Tanger Factory Outlet Centers, Inc. | 566,866 | 29,017,871 | ||||||
Taubman Centers, Inc. | 135,420 | 6,836,002 | ||||||
U-Store-It Real Estate Investment Trust | 443,513 | 4,226,679 | ||||||
Urstadt Biddle Properties, Inc., Cl. A | 20,917 | 406,836 | ||||||
251,440,873 | ||||||||
Real Estate Management & Development—0.3% | ||||||||
Campus Crest Communities, Inc. | 737,760 | 10,343,395 | ||||||
Thrifts & Mortgage Finance—1.7% | ||||||||
BofI Holding, Inc.1 | 61,770 | 958,053 | ||||||
Federal Agricultural Mortgage Corp., Non-Vtg. | 6,056 | 98,834 | ||||||
First Defiance Financial Corp.1 | 121,440 | 1,445,136 | ||||||
First Niagara Financial Group, Inc. | 1,521,674 | 21,273,003 | ||||||
MGIC Investment Corp.1 | 2,301,270 | 23,449,941 | ||||||
People’s United Financial, Inc. | 904,850 | 12,676,949 | ||||||
Radian Group, Inc. | 748,450 | 6,039,992 | ||||||
Viewpoint Financial Group | 70,470 | 823,794 | ||||||
66,765,702 | ||||||||
Health Care—11.3% | ||||||||
Biotechnology—0.5% | ||||||||
Cubist Pharmaceuticals, Inc.1 | 278,550 | 5,960,970 | ||||||
Human Genome Sciences, Inc.1 | 240,770 | 5,751,995 | ||||||
Indevus Pharmaceuticals, Inc.1 | 14,100 | 141 | ||||||
Myriad Genetics, Inc.1 | 74,103 | 1,692,513 |
17 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Shares | Value | |||||||
Biotechnology Continued | ||||||||
PDL BioPharma, Inc. | 928,970 | $ | 5,787,483 | |||||
Targacept, Inc.1 | 8,848 | 234,472 | ||||||
19,427,574 | ||||||||
Health Care Equipment & Supplies—3.1% | ||||||||
Atrion Corp. | 17,376 | 3,118,297 | ||||||
China Medical Technologies, Inc., Sponsored ADR1 | 132,440 | 1,488,626 | ||||||
Cooper Cos., Inc. (The) | 84,168 | 4,742,025 | ||||||
Cyberonics, Inc.1 | 5,711 | 177,155 | ||||||
Dexcom, Inc.1 | 749,793 | 10,234,674 | ||||||
Greatbatch, Inc.1 | 664,503 | 16,047,747 | ||||||
Haemonetics Corp.1 | 20,045 | 1,266,443 | ||||||
Hill-Rom Holdings, Inc. | 74,088 | 2,916,845 | ||||||
ICU Medical, Inc.1 | 38,878 | 1,419,047 | ||||||
Immucor, Inc.1 | 4,835 | 95,878 | ||||||
Integra LifeSciences Holdings1 | 406,117 | 19,209,334 | ||||||
Invacare Corp. | 246,295 | 7,428,257 | ||||||
Kensey Nash Corp.1 | 142,935 | 3,977,881 | ||||||
Kinetic Concepts, Inc.1 | 165,760 | 6,942,029 | ||||||
Orthofix International NV1 | 323,520 | 9,382,080 | ||||||
Sirona Dental Systems, Inc.1 | 156,008 | 6,518,014 | ||||||
Steris Corp. | 178,400 | 6,504,464 | ||||||
Teleflex, Inc. | 17,280 | 929,837 | ||||||
Utah Medical Products, Inc. | 34,100 | 909,447 | ||||||
Volcano Corp.1 | 584,300 | 15,957,233 | ||||||
Young Innovations, Inc. | 37,250 | 1,192,373 | ||||||
120,457,686 | ||||||||
Health Care Providers & Services—3.9% | ||||||||
Air Methods Corp.1 | 16,058 | 903,584 | ||||||
Allied Healthcare International, Inc.1 | 333,709 | 837,610 | ||||||
Almost Family, Inc.1 | 82,712 | 3,177,795 | ||||||
Amedisys, Inc.1 | 118,085 | 3,955,848 | ||||||
AMERIGROUP Corp.1 | 147,720 | 6,487,862 | ||||||
AmSurg Corp.1 | 323,873 | 6,785,139 | ||||||
Chemed Corp. | 102,295 | 6,496,755 | ||||||
Continucare Corp.1 | 319,230 | 1,493,996 | ||||||
CorVel Corp.1 | 23,720 | 1,146,862 | ||||||
Emergency Medical Services LP, Cl. A1 | 46,370 | 2,995,966 | ||||||
Ensign Group, Inc. (The) | 91,386 | 2,272,770 | ||||||
Gentiva Health Services, Inc.1 | 188,271 | 5,008,009 | ||||||
Health Management Associates, Inc., Cl. A1 | 3,340,923 | 31,872,405 | ||||||
HEALTHSOUTH Corp.1 | 10,060 | 208,343 | ||||||
Healthspring, Inc.1 | 297,663 | 7,896,999 | ||||||
Healthways, Inc.1 | 39,382 | 439,503 | ||||||
HMS Holdings Corp.1 | 270,250 | 17,504,093 | ||||||
Kindred Healthcare, Inc.1 | 91,748 | 1,685,411 | ||||||
LHC Group, Inc.1 | 221,176 | 6,635,280 | ||||||
LifePoint Hospitals, Inc.1 | 183,230 | 6,733,703 | ||||||
Lincare Holdings, Inc. | 240,892 | 6,463,132 | ||||||
Magellan Health Services, Inc.1 | 173,341 | 8,195,562 | ||||||
MEDNAX, Inc.1 | 54,170 | 3,645,099 | ||||||
Metropolitan Health Networks, Inc.1 | 454,720 | 2,032,598 | ||||||
NovaMed, Inc.1 | 74,436 | 858,247 | ||||||
Owens & Minor, Inc. | 23,596 | 694,430 | ||||||
PharMerica Corp.1 | 78,703 | 901,149 | ||||||
Providence Service Corp.1 | 55,480 | 891,564 | ||||||
PSS World Medical, Inc.1 | 35,540 | 803,204 | ||||||
Triple-S Management Corp., Cl. B1 | 181,538 | 3,463,745 | ||||||
U.S. Physical Therapy, Inc.1 | 135,209 | 2,679,842 |
18 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
Health Care Providers & Services Continued | ||||||||
Universal American Corp. | 270,864 | $ | 5,539,169 | |||||
Universal Health Services, Inc., Cl. B | 878 | 38,123 | ||||||
150,743,797 | ||||||||
Health Care Technology—0.9% | ||||||||
Allscripts Healthcare Solutions, Inc.1 | 1,054,710 | 20,324,262 | ||||||
SXC Health Solutions Corp.1 | 338,752 | 14,518,911 | ||||||
34,843,173 | ||||||||
Life Sciences Tools & Services—0.3% | ||||||||
Bio-Rad Laboratories, Inc., Cl. A1 | 11,141 | 1,156,993 | ||||||
Bruker Corp.1 | 269,600 | 4,475,360 | ||||||
Cambrex Corp.1 | 359,590 | 1,859,080 | ||||||
eResearch Technology, Inc.1 | 200,915 | 1,476,725 | ||||||
Harvard Bioscience, Inc.1 | 260,320 | 1,064,709 | ||||||
ICON plc, Sponsored ADR1 | 130,594 | 2,860,009 | ||||||
12,892,876 | ||||||||
Pharmaceuticals—2.6% | ||||||||
Endo Pharmaceuticals Holdings, Inc.1 | 224,366 | 8,012,110 | ||||||
Hi-Tech Pharmacal Co., Inc.1 | 103,805 | 2,589,935 | ||||||
Impax Laboratories, Inc.1 | 291,800 | 5,868,098 | ||||||
Medicis Pharmaceutical Corp., Cl. A | 239,416 | 6,413,955 | ||||||
Par Pharmaceutical Cos., Inc.1 | 184,551 | 7,107,059 | ||||||
Perrigo Co. | 396,990 | 25,141,377 | ||||||
Questcor Pharmaceuticals, Inc.1 | 585,320 | 8,621,764 | ||||||
Salix Pharmaceuticals Ltd.1 | 661,340 | 31,056,526 | ||||||
Valeant Pharmaceuticals International, Inc. | 84,690 | 2,395,880 | ||||||
ViroPharma, Inc.1 | 340,665 | 5,900,318 | ||||||
103,107,022 | ||||||||
Industrials—15.8% | ||||||||
Aerospace & Defense—2.0% | ||||||||
BE Aerospace, Inc.1 | 847,707 | 31,390,590 | ||||||
Ceradyne, Inc.1 | 271,855 | 8,571,588 | ||||||
Cubic Corp. | 142,620 | 6,724,533 | ||||||
Ducommun, Inc. | 64,652 | 1,408,121 | ||||||
Esterline Technologies Corp.1 | 3,500 | 240,065 | ||||||
Gencorp, Inc.1 | 783,747 | 4,051,972 | ||||||
LMI Aerospace, Inc.1 | 19,540 | 312,445 | ||||||
National Presto Industries, Inc. | 61,135 | 7,948,161 | ||||||
Spirit Aerosystems Holdings, Inc., Cl. A1 | 666,020 | 13,859,876 | ||||||
Teledyne Technologies, Inc.1 | 44,690 | 1,965,019 | ||||||
76,472,370 | ||||||||
Air Freight & Logistics—0.8% | ||||||||
Atlas Air Worldwide Holdings, Inc.1 | 118,982 | 6,642,765 | ||||||
Hub Group, Inc., Cl. A1 | 723,910 | 25,438,197 | ||||||
32,080,962 | ||||||||
Airlines—1.0% | ||||||||
Alaska Air Group, Inc.1 | 132,640 | 7,519,362 | ||||||
Copa Holdings SA, Cl. A | 22,760 | 1,339,198 | ||||||
Hawaiian Holdings, Inc.1 | 818,369 | 6,416,013 | ||||||
JetBlue Airways Corp.1 | 1,020,951 | 6,748,486 | ||||||
Pinnacle Airlines Corp.1 | 136,580 | 1,078,982 | ||||||
Republic Airways Holdings, Inc.1 | 496,291 | 3,632,850 |
19 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Shares | Value | |||||||
Airlines Continued | ||||||||
United Continental Holdings, Inc.1 | 279,240 | $ | 6,651,497 | |||||
US Airways Group, Inc.1 | 489,452 | 4,899,415 | ||||||
38,285,803 | ||||||||
Building Products—0.1% | ||||||||
Quanex Building Products Corp. | 84,080 | 1,594,998 | ||||||
Smith (A.O.) Corp. | 91,357 | 3,478,875 | ||||||
5,073,873 | ||||||||
Commercial Services & Supplies—1.6% | ||||||||
APAC Teleservices, Inc.1 | 128,558 | 780,347 | ||||||
Brink’s Co. (The) | 129,488 | 3,480,637 | ||||||
Consolidated Graphics, Inc.1 | 127,711 | 6,185,044 | ||||||
Deluxe Corp. | 402,462 | 9,264,675 | ||||||
Ennis, Inc. | 187,538 | 3,206,900 | ||||||
G&K Services, Inc., Cl. A | 85,182 | 2,632,976 | ||||||
M&F Worldwide Corp.1 | 115,429 | 2,666,410 | ||||||
R.R. Donnelley & Sons Co. | 327,693 | 5,724,797 | ||||||
Team, Inc.1 | 62,129 | 1,503,522 | ||||||
UniFirst Corp. | 91,224 | 5,021,881 | ||||||
Waste Connections, Inc. | 837,140 | 23,046,464 | ||||||
63,513,653 | ||||||||
Construction & Engineering—1.4% | ||||||||
Aecom Technology Corp.1 | 545,202 | 15,249,300 | ||||||
Baker (Michael) Corp.1 | 99,689 | 3,100,328 | ||||||
Chicago Bridge & Iron Co. NV1 | 249,040 | 8,193,416 | ||||||
Great Lakes Dredge & Dock Co. | 642,371 | 4,734,274 | ||||||
KBR, Inc. | 210,460 | 6,412,716 | ||||||
MasTec, Inc.1 | 134,377 | 1,960,560 | ||||||
Sterling Construction Co., Inc.1 | 111,700 | 1,456,568 | ||||||
Tutor Perini Corp. | 683,720 | 14,638,445 | ||||||
55,745,607 | ||||||||
Electrical Equipment—1.7% | ||||||||
Advanced Battery Technologies, Inc.1 | 97,750 | 376,338 | ||||||
AZZ, Inc. | 106,093 | 4,244,781 | ||||||
Brady Corp., Cl. A | 68,886 | 2,246,372 | ||||||
Franklin Electric Co., Inc. | 23,780 | 925,518 | ||||||
Fushi Copperweld, Inc.1 | 84,255 | 748,184 | ||||||
Generac Holdings, Inc.1 | 719,990 | 11,642,238 | ||||||
Hubbell, Inc., Cl. B | 132,397 | 7,961,032 | ||||||
Lihua International, Inc.1 | 170,751 | 1,919,241 | ||||||
Powell Industries, Inc.1 | 183,939 | 6,047,914 | ||||||
Regal-Beloit Corp. | 320,191 | 21,375,951 | ||||||
Thomas & Betts Corp.1 | 181,769 | 8,779,443 | ||||||
66,267,012 | ||||||||
Industrial Conglomerates—0.2% | ||||||||
Seaboard Corp. | 1,811 | 3,605,701 | ||||||
Tredegar Corp. | 222,454 | 4,311,159 | ||||||
7,916,860 | ||||||||
Machinery—3.4% | ||||||||
Alamo Group, Inc. | 52,330 | 1,455,821 | ||||||
Blount International, Inc.1 | 43,352 | 683,228 | ||||||
Briggs & Stratton Corp. | 269,750 | 5,311,378 | ||||||
China Yuchai International Ltd. | 189,134 | 5,993,656 | ||||||
Crane Co. | 45,696 | 1,876,735 | ||||||
Duoyuan Global Water, Inc., ADR1 | 95,164 | 1,215,244 |
20 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
Machinery Continued | ||||||||
Duoyuan Printing, Inc.1 | 317,076 | $ | 929,033 | |||||
EnPro Industries, Inc.1 | 396,061 | 16,460,295 | ||||||
Freightcar America, Inc. | 299,320 | 8,662,321 | ||||||
Gardner Denver, Inc. | 345,239 | 23,759,348 | ||||||
L.B. Foster Co., Cl. A1 | 6,528 | 267,256 | ||||||
NACCO Industries, Inc., Cl. A | 15,187 | 1,645,815 | ||||||
Oshkosh Corp.1 | 221,620 | 7,809,889 | ||||||
Robbins & Myers, Inc. | 101,011 | 3,614,174 | ||||||
Sauer-Danfoss, Inc.1 | 36,591 | 1,033,696 | ||||||
Terex Corp.1 | 404,640 | 12,560,026 | ||||||
Timken Co. | 182,970 | 8,733,158 | ||||||
Toro Co. (The) | 147,797 | 9,110,207 | ||||||
TriMas Corp.1 | 16,040 | 328,178 | ||||||
Twin Disc, Inc. | 5,830 | 174,084 | ||||||
Valmont Industries, Inc. | 717 | 63,619 | ||||||
Wabtec Corp. | 370,880 | 19,615,843 | ||||||
Watts Water Technologies, Inc., Cl. A | 17,766 | 650,058 | ||||||
131,953,062 | ||||||||
Marine—0.3% | ||||||||
Diana Shipping, Inc.1 | 414,637 | 4,983,937 | ||||||
Excel Maritime Carriers Ltd.1 | 503,791 | 2,836,343 | ||||||
Safe Bulkers, Inc. | 479,480 | 4,248,193 | ||||||
12,068,473 | ||||||||
Professional Services—1.4% | ||||||||
CBIZ, Inc.1 | 696,929 | 4,348,837 | ||||||
Dolan Co. (The)1 | 375,016 | 5,220,223 | ||||||
FTI Consulting, Inc.1 | 64,392 | 2,400,534 | ||||||
GP Strategies Corp.1 | 128,575 | 1,316,608 | ||||||
Korn-Ferry International1 | 519,700 | 12,010,267 | ||||||
Navigant Consulting, Inc.1 | 34,992 | 321,926 | ||||||
Robert Half International, Inc. | 993,240 | 30,393,144 | ||||||
56,011,539 | ||||||||
Road & Rail—1.6% | ||||||||
Amerco1 | 67,779 | 6,509,495 | ||||||
Avis Budget Group, Inc.1 | 4,434 | 68,993 | ||||||
Genesee & Wyoming, Inc., Cl. A1 | 261,860 | 13,865,487 | ||||||
Guangshen Railway Co. Ltd., Sponsored ADR | 8,332 | 162,891 | ||||||
Heartland Express, Inc. | 89,250 | 1,429,785 | ||||||
Old Dominion Freight Line, Inc.1 | 1,203,409 | 38,497,054 | ||||||
60,533,705 | ||||||||
Trading Companies & Distributors—0.3% | ||||||||
Aircastle Ltd. | 300,081 | 3,135,846 | ||||||
Applied Industrial Technologies, Inc. | 211,681 | 6,875,399 | ||||||
DXP Enterprises, Inc.1 | 59,074 | 1,417,776 | ||||||
Fly Leasing Ltd., ADR | 85,142 | 1,163,040 | ||||||
12,592,061 | ||||||||
Information Technology—19.7% | ||||||||
Communications Equipment—2.3% | ||||||||
Arris Group, Inc.1 | 582,390 | 6,534,416 | ||||||
Black Box Corp. | 99,201 | 3,798,406 | ||||||
Blue Coat Systems, Inc.1 | 1,618,556 | 48,346,268 | ||||||
Comtech Telecommun- ications Corp. | 137,150 | 3,803,170 | ||||||
InterDigital, Inc.1 | 211,537 | 8,808,401 | ||||||
Ituran Location & Control Ltd. | 72,767 | 1,269,056 | ||||||
Plantronics, Inc. | 202,645 | 7,542,447 |
21 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Shares | Value | |||||||
Communications Equipment Continued | ||||||||
Polycom, Inc.1 | 252,490 | $ | 9,842,060 | |||||
89,944,224 | ||||||||
Computers & Peripherals—0.9% | ||||||||
China Digital TV Holding Co. Ltd., ADR | 159,540 | 1,131,139 | ||||||
QLogic Corp.1 | 326,880 | 5,563,498 | ||||||
Rimage Corp.1 | 55,630 | 829,443 | ||||||
STEC, Inc.1 | 2,370 | 41,831 | ||||||
Synaptics, Inc.1 | 270,228 | 7,939,299 | ||||||
Western Digital Corp.1 | 558,740 | 18,941,286 | ||||||
34,446,496 | ||||||||
Electronic Equipment & Instruments—1.6% | ||||||||
Anixter International, Inc. | 115,434 | 6,894,873 | ||||||
AVX Corp. | 447,982 | 6,912,362 | ||||||
Brightpoint, Inc.1 | 95,799 | 836,325 | ||||||
Celestica, Inc.1 | 166,715 | 1,617,136 | ||||||
Coherent, Inc.1 | 81,810 | 3,692,903 | ||||||
Dolby Laboratories, Inc., Cl. A1 | 253,826 | 16,930,194 | ||||||
Insight Enterprises, Inc.1 | 366,054 | 4,817,271 | ||||||
KEMET Corp.1 | 194,061 | 2,829,409 | ||||||
Littlefuse, Inc. | 3,960 | 186,358 | ||||||
MTS Systems Corp. | 1,318 | 49,372 | ||||||
Multi-Fineline Electronix, Inc.1 | 208,048 | 5,511,192 | ||||||
Newport Corp.1 | 21,272 | 369,495 | ||||||
Park Electrochemical Corp. | 3,430 | 102,900 | ||||||
Power-One, Inc.1 | 238,790 | 2,435,658 | ||||||
Spectrum Control, Inc.1 | 119,620 | 1,793,104 | ||||||
Vishay Intertechnology, Inc.1 | 541,900 | 7,955,092 | ||||||
62,933,644 | ||||||||
Internet Software & Services—1.7% | ||||||||
AOL, Inc.1 | 263,010 | 6,235,967 | ||||||
EarthLink, Inc. | 742,073 | 6,381,828 | ||||||
j2 Global Communications, Inc.1 | 971,393 | 28,121,827 | ||||||
Open Text Corp.1 | 96,372 | 4,438,894 | ||||||
Saba Software, Inc.1 | 82,380 | 504,166 | ||||||
Sohu.com, Inc. | 111,110 | 7,054,374 | ||||||
United Online, Inc. | 777,936 | 5,134,378 | ||||||
ValueClick, Inc.1 | 526,771 | 8,444,139 | ||||||
Web.com Group, Inc.1 | 36,464 | 308,121 | ||||||
66,623,694 | ||||||||
IT Services—3.0% | ||||||||
Acxiom Corp.1 | 377,878 | 6,480,608 | ||||||
Broadridge Financial Solutions, Inc. | 353,856 | 7,760,062 | ||||||
CACI International, Inc., Cl. A1 | 416,073 | 22,218,298 | ||||||
Cass Information Systems, Inc. | 10,760 | 408,234 | ||||||
Convergys Corp.1 | 361,472 | 4,760,586 | ||||||
CSG Systems International, Inc.1 | 326,258 | 6,179,327 | ||||||
DST Systems, Inc. | 143,943 | 6,383,872 | ||||||
Euronet Worldwide, Inc.1 | 27,625 | 481,780 | ||||||
Forrester Research, Inc. | 7,147 | 252,218 | ||||||
Global Cash Access, Inc.1 | 631,828 | 2,015,531 | ||||||
Henry (Jack) & Associates, Inc. | 19,800 | 577,170 | ||||||
ManTech International Corp.1 | 43,793 | 1,809,965 | ||||||
Maximus, Inc. | 98,365 | 6,450,777 | ||||||
NeuStar, Inc., Cl. A1 | 1,395,016 | 36,340,167 | ||||||
Patni Computer Systems Ltd., ADR | 218,330 | 4,670,079 | ||||||
Satyam Computer Services Ltd., ADR1 | 3,715 | 10,848 | ||||||
Syntel, Inc. | 13,752 | 657,208 | ||||||
TeleTech Holdings, Inc.1 | 439,559 | 9,050,520 |
22 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
IT Services Continued | ||||||||
Unisys Corp.1 | 76,810 | $ | 1,988,611 | |||||
118,495,861 | ||||||||
Office Electronics—0.1% | ||||||||
Zebra Technologies Corp., Cl. A1 | 47,293 | 1,796,661 | ||||||
Semiconductors & Semiconductor Equipment—5.5% | ||||||||
Amkor Technology, Inc.1 | 416,847 | 3,080,499 | ||||||
ASM International NV1 | 42,396 | 1,484,708 | ||||||
Atheros Communications, Inc.1 | 716,290 | 25,729,137 | ||||||
ATMI, Inc.1 | 82,263 | 1,640,324 | ||||||
Cabot Microelectronics Corp.1 | 101,410 | 4,203,445 | ||||||
China Sunergy Co. Ltd., ADR1 | 761,794 | 3,184,299 | ||||||
Cypress Semiconductor Corp.1 | 46,810 | 869,730 | ||||||
Entegris, Inc.1 | 125,780 | 939,577 | ||||||
Fairchild Semiconductor International, Inc., Cl. A1 | 604,210 | 9,431,718 | ||||||
GT Solar International, Inc.1 | 896,567 | 8,176,691 | ||||||
Himax Technologies, Inc., ADR | 837,858 | 1,977,345 | ||||||
Integrated Device Technology, Inc.1 | 9,286 | 61,845 | ||||||
JA Solar Holdings Co. Ltd., ADS1 | 744,870 | 5,154,500 | ||||||
Kulicke & Soffa Industries, Inc.1 | 343,721 | 2,474,791 | ||||||
Lattice Semiconductor Corp.1 | 833,230 | 5,049,374 | ||||||
Micrel, Inc. | 448,378 | 5,824,430 | ||||||
Microsemi Corp.1 | 3,737 | 85,577 | ||||||
Netlogic Microsystems, Inc.1 | 775,540 | 24,359,711 | ||||||
ON Semiconductor Corp.1 | 180,811 | 1,786,413 | ||||||
Photronics, Inc.1 | 146,410 | 865,283 | ||||||
PMC-Sierra, Inc.1 | 291,971 | 2,508,031 | ||||||
RF Micro Devices, Inc.1 | 1,098,960 | 8,077,356 | ||||||
Semtech Corp.1 | 1,116,931 | 25,287,318 | ||||||
Skyworks Solutions, Inc.1 | 890,600 | 25,497,878 | ||||||
Solarfun Power Holdings Co. Ltd., Sponsored ADR1 | 359,230 | 2,934,909 | ||||||
Spansion, Inc., Cl. A1 | 28,760 | 595,332 | ||||||
Standard Microsystems Corp.1 | 18,317 | 528,079 | ||||||
Teradyne, Inc.1 | 567,996 | 7,974,664 | ||||||
Tessera Technologies, Inc.1 | 181,001 | 4,009,172 | ||||||
Varian Semiconductor Equipment Associates, Inc.1 | 679,729 | 25,129,581 | ||||||
Veeco Instruments, Inc.1 | 168,770 | 7,250,359 | ||||||
216,172,076 | ||||||||
Software—4.6% | ||||||||
Actuate Corp.1 | 519,020 | 2,958,414 | ||||||
Blackboard, Inc.1 | 342,450 | 14,143,185 | ||||||
Changyou.com Ltd., ADR1 | 189,566 | 5,404,527 | ||||||
Check Point Software Technologies Ltd.1 | 641,424 | 29,672,274 | ||||||
Compuware Corp.1 | 744,961 | 8,693,695 | ||||||
Concur Technologies, Inc.1 | 232,060 | 12,050,876 | ||||||
FactSet Research Systems, Inc. | 334,099 | 31,325,122 | ||||||
Fair Isaac Corp. | 327,636 | 7,656,853 | ||||||
Giant Interactive Group, Inc., ADR | 311,170 | 2,215,530 | ||||||
Lawson Software, Inc.1 | 212,650 | 1,967,013 | ||||||
Manhattan Associates, Inc.1 | 258,282 | 7,887,932 | ||||||
MicroStrategy, Inc., Cl. A1 | 58,367 | 4,988,627 |
23 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Shares | Value | |||||||
Software Continued | ||||||||
Monotype Imaging Holdings, Inc.1 | 120,000 | $ | 1,332,000 | |||||
Net 1 UEPS Technologies, Inc.1 | 467,910 | 5,736,577 | ||||||
NetScout Systems, Inc.1 | 3,040 | 69,950 | ||||||
Perfect World Co. Ltd.1 | 172,200 | 4,072,530 | ||||||
Pervasive Software, Inc.1 | 175,400 | 905,064 | ||||||
Quest Software, Inc.1 | 337,830 | 9,371,404 | ||||||
Shanda Games Ltd., Sponsored ADR1 | 808,036 | 5,203,752 | ||||||
TIBCO Software,Inc.1 | 1,178,640 | 23,230,994 | ||||||
Websense, Inc.1 | 90,490 | 1,832,423 | ||||||
180,718,742 | ||||||||
Materials—5.2% | ||||||||
Chemicals—2.0% | ||||||||
Arch Chemicals, Inc. | 29,610 | 1,123,107 | ||||||
Contango ORE, Inc.1 | 4,651 | 48,836 | ||||||
Cytec Industries, Inc. | 521,431 | 27,667,129 | ||||||
Hawkins, Inc. | 112,240 | 4,983,456 | ||||||
Innophos Holdings, Inc. | 240,358 | 8,672,117 | ||||||
Innospec, Inc.1 | 67,140 | 1,369,656 | ||||||
KMG Chemicals, Inc. | 76,810 | 1,272,742 | ||||||
Koppers Holdings, Inc. | 61,760 | 2,209,773 | ||||||
Minerals Technologies, Inc. | 111,493 | 7,292,757 | ||||||
NewMarket Corp. | 42,080 | 5,191,410 | ||||||
OM Group, Inc.1 | 106,840 | 4,114,408 | ||||||
Solutia, Inc.1 | 85,849 | 1,981,395 | ||||||
Stepan Co. | 36,850 | 2,810,550 | ||||||
W.R. Grace & Co.1 | 212,631 | 7,469,727 | ||||||
Westlake Chemical Corp. | 12,810 | 556,851 | ||||||
76,763,914 | ||||||||
Construction Materials—0.6% | ||||||||
Eagle Materials, Inc. | 822,720 | 23,241,840 | ||||||
Containers & Packaging—1.1% | ||||||||
Boise, Inc. | 623,780 | 4,946,575 | ||||||
Packaging Corp. of America | 1,171,940 | 30,282,930 | ||||||
Rock-Tenn Co., Cl. A | 120,192 | 6,484,358 | ||||||
Silgan Holdings, Inc. | 11,210 | 401,430 | ||||||
42,115,293 | ||||||||
Metals & Mining—0.8% | ||||||||
Compass Minerals International, Inc. | 340,130 | 30,363,405 | ||||||
Gulf Resources, Inc.1 | 66,910 | 715,268 | ||||||
Redcorp Ventures Ltd., Legend Shares1,2 | 4,502,900 | 22,644 | ||||||
31,101,317 | ||||||||
Paper & Forest Products—0.7% | ||||||||
Buckeye Technologies, Inc. | 398,180 | 8,365,762 | ||||||
Clearwater Paper Corp.1 | 67,779 | 5,307,096 | ||||||
Domtar Corp. | 91,340 | 6,934,533 | ||||||
Glatfelter | 307,967 | 3,778,755 | ||||||
KapStone Paper & Packing Corp.1 | 258,400 | 3,953,520 | ||||||
28,339,666 | ||||||||
Telecommunication Services—0.6% | ||||||||
Diversified Telecommunication Services—0.2% | ||||||||
Cincinnati Bell, Inc.1 | 1,078,998 | 3,021,194 | ||||||
IDT Corp., Cl. B | 105,349 | 2,702,202 | ||||||
Neutral Tandem, Inc.1 | 43,394 | 626,609 | ||||||
Nortel Inversora SA, Sponsored ADR1 | 64,770 | 1,936,623 | ||||||
Telecom Corp. of New Zealand Ltd., Sponsored ADR | 194,070 | 1,630,188 | ||||||
9,916,816 | ||||||||
Wireless Telecommunication Services—0.4% | ||||||||
Cellcom Israel Ltd. | 175,328 | 5,731,472 | ||||||
NTELOS Holdings Corp. | 114,261 | 2,176,672 |
24 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Shares | Value | |||||||
Wireless Telecommunication Services Continued | ||||||||
USA Mobility, Inc. | 366,926 | $ | 6,520,275 | |||||
14,428,419 | ||||||||
Utilities—3.2% | ||||||||
Electric Utilities—1.1% | ||||||||
Companhia Paranaense de Energia-Copel, Sponsored ADR | 323,870 | 8,151,808 | ||||||
El Paso Electric Co.1 | 214,170 | 5,896,100 | ||||||
Empresa Distribuidora y Comercializadora Norte SA, ADR1 | 130,720 | 1,788,250 | ||||||
UIL Holdings Corp. | 1,850 | 55,426 | ||||||
UniSource Energy Corp. | 118,990 | 4,264,602 | ||||||
Westar Energy, Inc. | 929,070 | 23,375,401 | ||||||
43,531,587 | ||||||||
Energy Traders—1.0% | ||||||||
AES Corp. (The)1 | 3,346,993 | 40,766,375 | ||||||
Gas Utilities—0.6% | ||||||||
Atmos Energy Corp. | 210,560 | 6,569,472 | ||||||
Chesapeake Utilities Corp. | 25,112 | 1,042,650 | ||||||
Nicor, Inc. | 1,208 | 60,303 | ||||||
Southwest Gas Corp. | 216,336 | 7,933,041 | ||||||
UGI Corp. | 193,570 | 6,112,941 | ||||||
21,718,407 | ||||||||
Multi-Utilities—0.1% | ||||||||
Integrys Energy Group, Inc. | 94,899 | 4,603,550 | ||||||
Vectren Corp. | 22,240 | 564,451 | ||||||
5,168,001 | ||||||||
Water Utilities—0.4% | ||||||||
Aqua America, Inc. | 664,190 | 14,930,991 | ||||||
Total Common Stocks (Cost $2,824,921,181) | 3,812,426,979 | |||||||
Investment Companies—2.5% | ||||||||
Ares Capital Corp. | 1,745,440 | 28,764,851 | ||||||
BlackRock Kelso Capital Corp. | 494,960 | 5,474,258 | ||||||
Gladstone Capital Corp. | 293,591 | 3,382,168 | ||||||
Hercules Technology Growth Capital, Inc. | 78,067 | 808,774 | ||||||
JPMorgan U.S. Treasury Plus Money Market Fund, Agency Shares, 0.00%3,4 | 759,678 | 759,678 | ||||||
MCG Capital Corp. | 402,617 | 2,806,240 | ||||||
Oppenheimer Institutional Money Market Fund, Cl. E, 0.21%3,5 | 52,910,008 | 52,910,008 | ||||||
TICC Capital Corp. | 260,829 | 2,923,893 | ||||||
Total Investment Companies (Cost $88,675,609) | 97,829,870 | |||||||
Total Investments, at Value (Cost $2,913,596,790) | 100.0 | % | 3,910,256,849 | |||||
Other Assets | ||||||||
Net of Liabilities | 0.0 | 436,085 | ||||||
Net Assets | 100.0 | % | $ | 3,910,692,934 | ||||
25 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF INVESTMENTS Unaudited / Continued
Footnotes to Statement of Investments
1. | Non-income producing security. | |
2. | Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $22,644 or less than 0.005% of the Fund’s net assets as of December 31, 2010. | |
3. | Rate shown is the 7-day yield as of December 31, 2010. | |
4. | Interest rate is less than 0.005%. | |
5. | Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended December 31, 2010, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows: |
Shares | Shares | |||||||||||||||
June 30, 2010 | Additions | Reductions | December 31, 2010 | |||||||||||||
Oppenheimer Institutional Money Market Fund, Cl. E | 27,877,299 | 340,427,057 | 315,394,348 | 52,910,008 |
Value | Income | |||||||
Oppenheimer Institutional Money Market Fund, Cl. E | $ | 52,910,008 | $ | 26,259 |
Valuation Inputs
Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) | Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange) | ||
2) | Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.) | ||
3) | Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability). |
The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of December 31, 2010 based on valuation input level:
Level 2— | ||||||||||||||||
Other | Level 3— | |||||||||||||||
Level 1— | Significant | Significant | ||||||||||||||
Unadjusted | Observable | Unobservable | ||||||||||||||
Quoted Prices | Inputs | Inputs | Value | |||||||||||||
Assets Table | ||||||||||||||||
Investments, at Value: | ||||||||||||||||
Common Stocks | ||||||||||||||||
Consumer Discretionary | $ | 525,316,529 | $ | — | $ | — | $ | 525,316,529 | ||||||||
Consumer Staples | 80,172,681 | — | — | 80,172,681 | ||||||||||||
Energy | 211,381,920 | — | — | 211,381,920 | ||||||||||||
Financials | 812,414,695 | — | — | 812,414,695 | ||||||||||||
Health Care | 441,471,987 | — | 141 | 441,472,128 | ||||||||||||
Industrials | 618,514,980 | — | — | 618,514,980 | ||||||||||||
Information Technology | 771,131,398 | — | — | 771,131,398 |
26 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Level 2— | ||||||||||||||||
Other | Level 3— | |||||||||||||||
Level 1— | Significant | Significant | ||||||||||||||
Unadjusted | Observable | Unobservable | ||||||||||||||
Quoted Prices | Inputs | Inputs | Value | |||||||||||||
Materials | $ | 201,539,386 | $ | — | $ | 22,644 | $ | 201,562,030 | ||||||||
Telecommunication Services | 24,345,235 | — | — | 24,345,235 | ||||||||||||
Utilities | 126,115,361 | — | — | 126,115,361 | ||||||||||||
Investment Companies | 97,829,870 | — | — | 97,829,870 | ||||||||||||
Total Assets | $ | 3,910,234,064 | $ | — | $ | 22,785 | $ | 3,910,256,849 | ||||||||
Currency contracts and forwards, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.
See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation methodologies, if any, during the reporting period.
See accompanying Notes to Financial Statements.
27 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF ASSETS AND LIABILITIES Unaudited
December 31, 2010 | ||||
Assets | ||||
Investments, at value—see accompanying statement of investments: | ||||
Unaffiliated companies (cost $2,860,686,782) | $ | 3,857,346,841 | ||
Affiliated companies (cost $52,910,008) | 52,910,008 | |||
3,910,256,849 | ||||
Receivables and other assets: | ||||
Investments sold | 4,945,528 | |||
Dividends | 4,197,273 | |||
Shares of beneficial interest sold | 24,214 | |||
Other | 70,256 | |||
Total assets | 3,919,494,120 | |||
Liabilities | ||||
Payables and other liabilities: | ||||
Shares of beneficial interest redeemed | 5,389,455 | |||
Distribution and service plan fees | 1,744,454 | |||
Transfer and shareholder servicing agent fees | 995,469 | |||
Shareholder communications | 345,971 | |||
Trustees’ compensation | 63,962 | |||
Other | 261,875 | |||
Total liabilities | 8,801,186 | |||
Net Assets | $ | 3,910,692,934 | ||
Composition of Net Assets | ||||
Par value of shares of beneficial interest | $ | 191,997 | ||
Additional paid-in capital | 4,336,478,251 | |||
Accumulated net investment income | 8,184,227 | |||
Accumulated net realized loss on investments and foreign currency transactions | (1,431,895,278 | ) | ||
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies | 997,733,737 | |||
Net Assets | $ | 3,910,692,934 | ||
28 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Net Asset Value Per Share
Class A Shares: | ||||
Net asset value and redemption price per share (based on net assets of $2,105,060,009 and 103,041,841 shares of beneficial interest outstanding) | $ | 20.43 | ||
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) | $ | 21.68 | ||
Class B Shares: | ||||
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $114,001,390 and 6,195,145 shares of beneficial interest outstanding) | $ | 18.40 | ||
Class C Shares: | ||||
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $380,665,866 and 20,569,020 shares of beneficial interest outstanding) | $ | 18.51 | ||
Class N Shares: | ||||
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $277,451,374 and 14,000,273 shares of beneficial interest outstanding) | $ | 19.82 | ||
Class Y Shares: | ||||
Net asset value, redemption price and offering price per share (based on net assets of $1,033,514,295 and 48,190,445 shares of beneficial interest outstanding) | $ | 21.45 |
See accompanying Notes to Financial Statements.
29 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENT OF OPERATIONS Unaudited
For the Six Months Ended December 31, 2010 | ||||
Investment Income | ||||
Dividends: | ||||
Unaffiliated companies (net of foreign withholding taxes of $139,436) | $ | 29,628,237 | ||
Affiliated companies | 26,259 | |||
Interest | 1,483 | |||
Other income | 58,165 | |||
Total investment income | 29,714,144 | |||
Expenses | ||||
Management fees | 11,308,841 | |||
Distribution and service plan fees: | ||||
Class A | 2,435,208 | |||
Class B | 543,084 | |||
Class C | 1,763,386 | |||
Class N | 646,495 | |||
Transfer and shareholder servicing agent fees: | ||||
Class A | 3,866,138 | |||
Class B | 376,820 | |||
Class C | 664,683 | |||
Class N | 660,910 | |||
Class Y | 887,297 | |||
Shareholder communications: | ||||
Class A | 189,933 | |||
Class B | 34,570 | |||
Class C | 44,674 | |||
Class N | 11,315 | |||
Class Y | 51,445 | |||
Trustees’ compensation | 62,105 | |||
Custodian fees and expenses | 12,027 | |||
Administration service fees | 750 | |||
Other | 357,858 | |||
Total expenses | 23,917,539 | |||
Less waivers and reimbursements of expenses | (844,742 | ) | ||
Net expenses | 23,072,797 | |||
Net Investment Income | 6,641,347 | |||
Realized and Unrealized Gain (Loss) | ||||
Net realized gain (loss) on: | ||||
Investments from unaffiliated companies | 139,628,570 | |||
Foreign currency transactions | (295 | ) | ||
Net realized gain | 139,628,275 | |||
Net change in unrealized appreciation/depreciation on: | ||||
Investments | 663,298,144 | |||
Translation of assets and liabilities denominated in foreign currencies | (11,450 | ) | ||
Net change in unrealized appreciation/depreciation | 663,286,694 | |||
Net Increase in Net Assets Resulting from Operations | $ | 809,556,316 | ||
See accompanying Notes to Financial Statements.
30 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
STATEMENTS OF CHANGES IN NET ASSETS
Six Months | Year | |||||||
Ended | Ended | |||||||
December 31, 2010 | June 30, | |||||||
(Unaudited) | 2010 | |||||||
Operations | ||||||||
Net investment income | $ | 6,641,347 | $ | 4,394,178 | ||||
Net realized gain | 139,628,275 | 27,203,738 | ||||||
Net change in unrealized appreciation/depreciation | 663,286,694 | 604,351,484 | ||||||
Net increase in net assets resulting from operations | 809,556,316 | 635,949,400 | ||||||
Dividends and/or Distributions to Shareholders | ||||||||
Dividends from net investment income: | ||||||||
Class A | — | (4,173,576 | ) | |||||
Class B | — | — | ||||||
Class C | — | — | ||||||
Class N | — | (150,411 | ) | |||||
Class Y | (3,608,045 | ) | (4,581,567 | ) | ||||
(3,608,045 | ) | (8,905,554 | ) | |||||
Beneficial Interest Transactions | ||||||||
Net decrease in net assets resulting from beneficial interest transactions: | ||||||||
Class A | (184,219,461 | ) | (293,350,808 | ) | ||||
Class B | (16,591,178 | ) | (49,900,518 | ) | ||||
Class C | (26,014,028 | ) | (38,534,753 | ) | ||||
Class N | (22,542,570 | ) | (2,250,157 | ) | ||||
Class Y | (2,523,690 | ) | (217,282,695 | ) | ||||
(251,890,927 | ) | (601,318,931 | ) | |||||
Net Assets | ||||||||
Total increase | 554,057,344 | 25,724,915 | ||||||
Beginning of period | 3,356,635,590 | 3,330,910,675 | ||||||
End of period (including accumulated net investment income of $8,184,227 and $5,150,925, respectively) | $ | 3,910,692,934 | $ | 3,356,635,590 | ||||
See accompanying Notes to Financial Statements.
31 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
FINANCIAL HIGHLIGHTS
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
December 31, 2010 | Year Ended June 30, | |||||||||||||||||||||||
Class A | (Unaudited) | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||
Per Share Operating Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 16.33 | $ | 13.70 | $ | 17.87 | $ | 24.25 | $ | 22.27 | $ | 20.17 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment income (loss)1 | .03 | .02 | .08 | (.04 | ) | .08 | (.02 | ) | ||||||||||||||||
Net realized and unrealized gain (loss) | 4.07 | 2.64 | (4.22 | ) | (4.28 | ) | 3.45 | 3.59 | ||||||||||||||||
Total from investment operations | 4.10 | 2.66 | (4.14 | ) | (4.32 | ) | 3.53 | 3.57 | ||||||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Dividends from net investment income | — | (.03 | ) | — | (.05 | ) | — | — | ||||||||||||||||
Distributions from net realized gain | — | — | (.03 | ) | (2.00 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Tax return of capital distribution | — | — | — | (.01 | ) | — | — | |||||||||||||||||
Total dividends and/or distributions to shareholders | — | (.03 | ) | (.03 | ) | (2.06 | ) | (1.55 | ) | (1.47 | ) | |||||||||||||
Net asset value, end of period | $ | 20.43 | $ | 16.33 | $ | 13.70 | $ | 17.87 | $ | 24.25 | $ | 22.27 | ||||||||||||
Total Return, at Net Asset Value2 | 25.11 | % | 19.45 | % | (23.14 | )% | (18.66 | )% | 16.48 | % | 18.22 | % | ||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 2,105,060 | $ | 1,849,907 | $ | 1,804,702 | $ | 3,304,735 | $ | 3,766,574 | $ | 2,584,254 | ||||||||||||
Average net assets (in thousands) | $ | 1,954,085 | $ | 1,988,573 | $ | 2,231,028 | $ | 3,576,817 | $ | 3,086,495 | $ | 2,040,757 | ||||||||||||
Ratios to average net assets:3 | ||||||||||||||||||||||||
Net investment income (loss) | 0.36 | % | 0.13 | % | 0.58 | % | (0.17 | )% | 0.35 | % | (0.07 | )% | ||||||||||||
Total expenses | 1.32 | % 4 | 1.31 | %4 | 1.38 | %4 | 1.19 | %4 | 1.12 | % 4 | 1.15 | % | ||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.28 | % | 1.25 | % | 1.22 | % | 1.19 | % | 1.12 | % | 1.15 | % | ||||||||||||
Portfolio turnover rate | 31 | % | 101 | % | 95 | % | 134 | % | 114 | % | 102 | % |
1. | Per share amounts calculated based on the average shares outstanding during the period. | |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. | |
3. | Annualized for periods less than one full year. | |
4. | Total expenses including indirect expenses from affiliated fund were as follows: |
Six Months Ended December 31, 2010 | 1.32 | % | ||
Year Ended June 30, 2010 | 1.31 | % | ||
Year Ended June 30, 2009 | 1.38 | % | ||
Year Ended June 30, 2008 | 1.19 | % | ||
Year Ended June 30, 2007 | 1.12 | % |
See accompanying Notes to Financial Statements.
32 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
December 31, 2010 | Year Ended June 30, | |||||||||||||||||||||||
Class B | (Unaudited) | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||
Per Share Operating Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 14.77 | $ | 12.46 | $ | 16.39 | $ | 22.53 | $ | 20.94 | $ | 19.19 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment loss1 | (.03 | ) | (.10 | ) | (.03 | ) | (.17 | ) | (.10 | ) | (.18 | ) | ||||||||||||
Net realized and unrealized gain (loss) | 3.66 | 2.41 | (3.87 | ) | (3.96 | ) | 3.24 | 3.40 | ||||||||||||||||
Total from investment operations | 3.63 | 2.31 | (3.90 | ) | (4.13 | ) | 3.14 | 3.22 | ||||||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Dividends from net investment income | — | — | — | — | — | — | ||||||||||||||||||
Distributions from net realized gain | — | — | (.03 | ) | (2.00 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Tax return of capital distribution | — | — | — | (.01 | ) | — | — | |||||||||||||||||
Total dividends and/or distributions to shareholders | — | — | (.03 | ) | (2.01 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Net asset value, end of period | $ | 18.40 | $ | 14.77 | $ | 12.46 | $ | 16.39 | $ | 22.53 | $ | 20.94 | ||||||||||||
Total Return, at Net Asset Value2 | 24.58 | % | 18.54 | % | (23.77 | )% | (19.25 | )% | 15.63 | % | 17.29 | % | ||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 114,002 | $ | 106,797 | $ | 132,615 | $ | 261,085 | $ | 473,768 | $ | 501,742 | ||||||||||||
Average net assets (in thousands) | $ | 107,963 | $ | 129,492 | $ | 160,939 | $ | 357,794 | $ | 479,042 | $ | 512,657 | ||||||||||||
Ratios to average net assets:3 | ||||||||||||||||||||||||
Net investment loss | (0.40 | )% | (0.65 | )% | (0.21 | )% | (0.89 | )% | (0.46 | )% | (0.85 | )% | ||||||||||||
Total expenses | 2.39 | %4 | 2.35 | %4 | 2.22 | %4 | 1.92 | %4 | 1.89 | % 4 | 1.92 | % | ||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 2.04 | % | 2.05 | % | 2.02 | % | 1.92 | % | 1.89 | % | 1.92 | % | ||||||||||||
Portfolio turnover rate | 31 | % | 101 | % | 95 | % | 134 | % | 114 | % | 102 | % |
1. | Per share amounts calculated based on the average shares outstanding during the period. | |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. | |
3. | Annualized for periods less than one full year. | |
4. | Total expenses including indirect expenses from affiliated fund were as follows: |
Six Months Ended December 31, 2010 | 2.39 | % | ||
Year Ended June 30, 2010 | 2.35 | % | ||
Year Ended June 30, 2009 | 2.22 | % | ||
Year Ended June 30, 2008 | 1.92 | % | ||
Year Ended June 30, 2007 | 1.89 | % |
See accompanying Notes to Financial Statements.
33 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
FINANCIAL HIGHLIGHTS Continued
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
December 31, 2010 | Year Ended June 30, | |||||||||||||||||||||||
Class C | (Unaudited) | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||
Per Share Operating Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 14.85 | $ | 12.53 | $ | 16.47 | $ | 22.62 | $ | 21.01 | $ | 19.24 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment loss1 | (.03 | ) | (.09 | ) | (.02 | ) | (.16 | ) | (.08 | ) | (.16 | ) | ||||||||||||
Net realized and unrealized gain (loss) | 3.69 | 2.41 | (3.89 | ) | (3.98 | ) | 3.24 | 3.40 | ||||||||||||||||
Total from investment operations | 3.66 | 2.32 | (3.91 | ) | (4.14 | ) | 3.16 | 3.24 | ||||||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Dividends from net investment income | — | — | — | — | — | — | ||||||||||||||||||
Distributions from net realized gain | — | — | (.03 | ) | (2.00 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Tax return of capital distribution | — | — | — | (.01 | ) | — | — | |||||||||||||||||
Total dividends and/or distributions to shareholders | — | — | (.03 | ) | (2.01 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Net asset value, end of period | $ | 18.51 | $ | 14.85 | $ | 12.53 | $ | 16.47 | $ | 22.62 | $ | 21.01 | ||||||||||||
Total Return, at Net Asset Value2 | 24.65 | % | 18.52 | % | (23.72 | )% | (19.21 | )% | 15.68 | % | 17.35 | % | ||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 380,666 | $ | 329,180 | $ | 310,094 | $ | 505,404 | $ | 710,808 | $ | 600,331 | ||||||||||||
Average net assets (in thousands) | $ | 350,251 | $ | 350,612 | $ | 342,312 | $ | 602,381 | $ | 645,637 | $ | 543,420 | ||||||||||||
Ratios to average net assets:3 | ||||||||||||||||||||||||
Net investment loss | (0.36 | )% | (0.63 | )% | (0.18 | )% | (0.86 | )% | (0.39 | )% | (0.79 | )% | ||||||||||||
Total expenses | 2.03 | %4 | 2.06 | % 4 | 2.08 | %4 | 1.88 | %4 | 1.84 | %4 | 1.87 | % | ||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 2.00 | % | 2.01 | % | 1.98 | % | 1.88 | % | 1.84 | % | 1.87 | % | ||||||||||||
Portfolio turnover rate | 31 | % | 101 | % | 95 | % | 134 | % | 114 | % | 102 | % |
1. | Per share amounts calculated based on the average shares outstanding during the period. | |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. | |
3. | Annualized for periods less than one full year. | |
4. | Total expenses including indirect expenses from affiliated fund were as follows: |
Six Months Ended December 31, 2010 | 2.03 | % | ||
Year Ended June 30, 2010 | 2.06 | % | ||
Year Ended June 30, 2009 | 2.08 | % | ||
Year Ended June 30, 2008 | 1.88 | % | ||
Year Ended June 30, 2007 | 1.84 | % |
See accompanying Notes to Financial Statements.
34 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
December 31, 2010 | Year Ended June 30, | |||||||||||||||||||||||
Class N | (Unaudited) | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||
Per Share Operating Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 15.86 | $ | 13.32 | $ | 17.42 | $ | 23.70 | $ | 21.87 | $ | 19.90 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment income (loss)1 | .01 | (.02 | ) | .04 | (.09 | ) | .01 | (.09 | ) | |||||||||||||||
Net realized and unrealized gain (loss) | 3.95 | 2.57 | (4.11 | ) | (4.18 | ) | 3.37 | 3.53 | ||||||||||||||||
Total from investment operations | 3.96 | 2.55 | (4.07 | ) | (4.27 | ) | 3.38 | 3.44 | ||||||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Dividends from net investment income | — | (.01 | ) | — | — | — | — | |||||||||||||||||
Distributions from net realized gain | — | — | (.03 | ) | (2.00 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Tax return of capital distribution | — | — | — | (.01 | ) | — | — | |||||||||||||||||
Total dividends and/or distributions to shareholders | — | (.01 | ) | (.03 | ) | (2.01 | ) | (1.55 | ) | (1.47 | ) | |||||||||||||
Net asset value, end of period | $ | 19.82 | $ | 15.86 | $ | 13.32 | $ | 17.42 | $ | 23.70 | $ | 21.87 | ||||||||||||
Total Return, at Net Asset Value2 | 24.97 | % | 19.15 | % | (23.34 | )% | (18.87 | )% | 16.08 | % | 17.79 | % | ||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 277,451 | $ | 242,128 | $ | 205,574 | $ | 275,975 | $ | 300,360 | $ | 192,089 | ||||||||||||
Average net assets (in thousands) | $ | 258,084 | $ | 244,540 | $ | 210,488 | $ | 289,699 | $ | 245,298 | $ | 162,869 | ||||||||||||
Ratios to average net assets:3 | ||||||||||||||||||||||||
Net investment income (loss) | 0.15 | % | (0.11 | )% | 0.31 | % | (0.47 | )% | 0.02 | % | (0.40 | )% | ||||||||||||
Total expenses | 1.65 | % 4 | 1.68 | % 4 | 1.79 | %4 | 1.55 | %4 | 1.45 | %4 | 1.49 | % | ||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 1.48 | % | 1.49 | % | 1.49 | % | 1.48 | % | 1.45 | % | 1.48 | % | ||||||||||||
Portfolio turnover rate | 31 | % | 101 | % | 95 | % | 134 | % | 114 | % | 102 | % |
1. | Per share amounts calculated based on the average shares outstanding during the period. | |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. | |
3. | Annualized for periods less than one full year. | |
4. | Total expenses including indirect expenses from affiliated fund were as follows: |
Six Months Ended December 31, 2010 | 1.65 | % | ||
Year Ended June 30, 2010 | 1.68 | % | ||
Year Ended June 30, 2009 | 1.79 | % | ||
Year Ended June 30, 2008 | 1.55 | % | ||
Year Ended June 30, 2007 | 1.45 | % |
See accompanying Notes to Financial Statements.
35 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
FINANCIAL HIGHLIGHTS Continued
Six Months | ||||||||||||||||||||||||
Ended | ||||||||||||||||||||||||
December 31, 2010 | Year Ended June 30, | |||||||||||||||||||||||
Class Y | (Unaudited) | 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||
Per Share Operating Data | ||||||||||||||||||||||||
Net asset value, beginning of period | $ | 17.17 | $ | 14.38 | $ | 18.75 | $ | 25.32 | $ | 23.09 | $ | 20.76 | ||||||||||||
Income (loss) from investment operations: | ||||||||||||||||||||||||
Net investment income1 | .08 | .10 | .13 | .05 | .20 | .10 | ||||||||||||||||||
Net realized and unrealized gain (loss) | 4.28 | 2.77 | (4.44 | ) | (4.47 | ) | 3.58 | 3.70 | ||||||||||||||||
Total from investment operations | 4.36 | 2.87 | (4.31 | ) | (4.42 | ) | 3.78 | 3.80 | ||||||||||||||||
Dividends and/or distributions to shareholders: | ||||||||||||||||||||||||
Dividends from net investment income | (.08 | ) | (.08 | ) | (.03 | ) | (.14 | ) | — | — | ||||||||||||||
Distributions from net realized gain | — | — | (.03 | ) | (2.00 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||||
Tax return of capital distribution | — | — | — | (.01 | ) | — | — | |||||||||||||||||
Total dividends and/or distributions to shareholders | (.08 | ) | (.08 | ) | (.06 | ) | (2.15 | ) | (1.55 | ) | (1.47 | ) | ||||||||||||
Net asset value, end of period | $ | 21.45 | $ | 17.17 | $ | 14.38 | $ | 18.75 | $ | 25.32 | $ | 23.09 | ||||||||||||
Total Return, at Net Asset Value2 | 25.38 | % | 20.00 | % | (22.93 | )% | (18.28 | )% | 17.00 | % | 18.83 | % | ||||||||||||
Ratios/Supplemental Data | ||||||||||||||||||||||||
Net assets, end of period (in thousands) | $ | 1,033,514 | $ | 828,624 | $ | 877,926 | $ | 1,020,424 | $ | 803,692 | $ | 417,656 | ||||||||||||
Average net assets (in thousands) | $ | 931,471 | $ | 914,353 | $ | 926,200 | $ | 746,300 | $ | 570,576 | $ | 314,236 | ||||||||||||
Ratios to average net assets:3 | ||||||||||||||||||||||||
Net investment income | 0.81 | % | 0.55 | % | 0.93 | % | 0.25 | % | 0.83 | % | 0.42 | % | ||||||||||||
Total expenses | 0.83 | % 4 | 0.83 | % 4 | 0.89 | %4 | 0.76 | %4 | 0.66 | %4 | 0.66 | % | ||||||||||||
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses | 0.83 | % | 0.83 | % | 0.89 | % | 0.76 | % | 0.66 | % | 0.66 | % | ||||||||||||
Portfolio turnover rate | 31 | % | 101 | % | 95 | % | 134 | % | 114 | % | 102 | % |
1. | Per share amounts calculated based on the average shares outstanding during the period. | |
2. | Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. | |
3. | Annualized for periods less than one full year. | |
4. | Total expenses including indirect expenses from affiliated fund were as follows: |
Six Months Ended December 31, 2010 | 0.83 | % | ||
Year Ended June 30, 2010 | 0.83 | % | ||
Year Ended June 30, 2009 | 0.89 | % | ||
Year Ended June 30, 2008 | 0.76 | % | ||
Year Ended June 30, 2007 | 0.66 | % |
See accompanying Notes to Financial Statements.
36 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS Unaudited
1. Significant Accounting Policies
Oppenheimer Main Street Small- & Mid-Cap Fund (the “Fund”), formerly Oppenheimer Main Street Small Cap Fund, 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 capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).
The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.
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 trading.
Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability, are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.
Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by portfolio pricing services approved by the Board of Trustees or dealers.
Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ® are valued based on the official closing prices reported by NASDAQ prior to the time when the
37 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. Significant Accounting Policies Continued
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 current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.
Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.
U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.
“Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.
In the absence of a readily available unadjusted quoted market price, including for 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 the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Trustees (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.
There have been no significant changes to the fair valuation methodologies of the Fund during the period.
Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money
38 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is also the investment adviser of IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.
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 Exchange, normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.
Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.
The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.
Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.
Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.
39 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. Significant Accounting Policies Continued
During the fiscal year ended June 30, 2010, the Fund did not utilize any capital loss carry-forward to offset capital gains realized in that fiscal year. As of June 30, 2010, the Fund had available for federal income tax purposes post-October passive foreign investment company losses of $8,033 and unused capital loss carryforwards as follows:
Expiring | ||||
2017 | $ | 478,212,253 | ||
2018 | 1,062,472,626 | |||
Total | $ | 1,540,684,879 | ||
As of December 31, 2010, the Fund had available for federal income tax purposes an estimated capital loss carryforward of $1,401,064,637 expiring by 2018. This estimated capital loss carryforward represents carryforward as of the end of the last fiscal year, increased for losses deferred under tax accounting rules to the current fiscal year and is increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended December 31, 2010, it is estimated that the Fund will utilize $139,628,275 of capital loss carryforward to offset realized capital gains.
Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains 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.
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 December 31, 2010 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.
Federal tax cost of securities | $ | 2,937,447,283 | ||
Gross unrealized appreciation | $ | 1,011,543,069 | ||
Gross unrealized depreciation | (38,733,503 | ) | ||
Net unrealized appreciation | $ | 972,809,566 | ||
Trustees’ Compensation. The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed
40 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.
Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.
Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.
Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.
Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
41 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
1. Significant Accounting Policies Continued
Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations 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 of each class. Transactions in shares of beneficial interest were as follows:
Six Months Ended December 31, 2010 | Year Ended June 30, 2010 | |||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||
Class A | ||||||||||||||||
Sold | 9,230,811 | $ | 166,664,000 | 22,016,798 | $ | 360,657,345 | ||||||||||
Dividends and/or distributions reinvested | — | — | 243,072 | 3,862,398 | ||||||||||||
Redeemed | (19,466,104 | ) | (350,883,461 | ) | (40,695,583 | ) | (657,870,551 | ) | ||||||||
Net decrease | (10,235,293 | ) | $ | (184,219,461 | ) | (18,435,713 | ) | $ | (293,350,808 | ) | ||||||
Class B | ||||||||||||||||
Sold | 339,540 | $ | 5,572,067 | 996,451 | $ | 14,964,156 | ||||||||||
Dividends and/or distributions reinvested | — | — | — | — | ||||||||||||
Redeemed | (1,377,358 | ) | (22,163,245 | ) | (4,407,106 | ) | (64,864,674 | ) | ||||||||
Net decrease | (1,037,818 | ) | $ | (16,591,178 | ) | (3,410,655 | ) | $ | (49,900,518 | ) | ||||||
Class C | ||||||||||||||||
Sold | 1,098,450 | $ | 18,150,455 | 3,371,098 | $ | 50,595,432 | ||||||||||
Dividends and/or distributions reinvested | — | — | — | — | ||||||||||||
Redeemed | (2,699,361 | ) | (44,164,483 | ) | (5,958,300 | ) | (89,130,185 | ) | ||||||||
Net decrease | (1,600,911 | ) | $ | (26,014,028 | ) | (2,587,202 | ) | $ | (38,534,753 | ) | ||||||
Class N | ||||||||||||||||
Sold | 1,643,151 | $ | 28,806,009 | 5,165,005 | $ | 82,628,374 | ||||||||||
Dividends and/or distributions reinvested | — | — | 8,798 | 136,021 | ||||||||||||
Redeemed | (2,910,840 | ) | (51,348,579 | ) | (5,342,197 | ) | (85,014,552 | ) | ||||||||
Net decrease | (1,267,689 | ) | $ | (22,542,570 | ) | (168,394 | ) | $ | (2,250,157 | ) | ||||||
Class Y | ||||||||||||||||
Sold | 7,010,180 | $ | 129,795,982 | 16,844,111 | $ | 291,601,798 | ||||||||||
Dividends and/or distributions reinvested | 153,042 | 3,216,944 | 253,450 | 4,225,006 | ||||||||||||
Redeemed | (7,240,602 | ) | (135,536,616 | ) | (29,865,504 | ) | (513,109,499 | ) | ||||||||
Net decrease | (77,380 | ) | $ | (2,523,690 | ) | (12,767,943 | ) | $ | (217,282,695 | ) | ||||||
42 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
3. Purchases and Sales of Securities
The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended December 31, 2010, were as follows:
Purchases | Sales | |||||||
Investment securities | $ | 1,107,341,907 | $ | 1,390,104,650 |
4. Fees and Other Transactions with Affiliates
Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:
Fee Schedule | ||||
Up to $200 million | 0.75 | % | ||
Next $200 million | 0.72 | |||
Next $200 million | 0.69 | |||
Next $200 million | 0.66 | |||
Next $4.2 billion | 0.60 | |||
Over $5.0 billion | 0.58 |
Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.
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 six months ended December 31, 2010, the Fund paid $5,271,941 to OFS for services to the Fund.
Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.
Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.
Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
43 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
4. Fees and Other Transactions with Affiliates Continued
Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at December 31, 2010 were as follows:
Class C | $ | 10,628,055 | ||
Class N | 5,712,461 |
Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.
Class A | Class B | Class C | Class N | |||||||||||||||||
Class A | Contingent | Contingent | Contingent | Contingent | ||||||||||||||||
Front-End Sales | Deferred Sales | Deferred Sales | Deferred Sales | Deferred Sales | ||||||||||||||||
Charges | Charges | Charges | Charges | Charges | ||||||||||||||||
Six Months | Retained by | Retained by | Retained by | Retained by | Retained by | |||||||||||||||
Ended | Distributor | Distributor | Distributor | Distributor | Distributor | |||||||||||||||
December 31, 2010 | $ | 128,290 | $ | 6,511 | $ | 88,850 | $ | 12,115 | $ | 6,762 |
Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.
During the six months ended December 31, 2010, OFS waived transfer and shareholder servicing agent fees as follows:
Class A | $ | 378,415 | ||
Class B | 189,651 | |||
Class C | 54,748 | |||
Class N | 211,374 |
44 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the six months ended December 31, 2010, the Manager waived fees and/or reimbursed the Fund $10,554 for IMMF management fees.
Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
5. Pending Litigation
Since 2009, a number of lawsuits have been pending in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not including the Fund). The lawsuits naming the Defendant Funds also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.
In 2009, what are claimed to be derivative lawsuits were filed in state court against the Manager and a subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.
Other lawsuits have been filed since 2008 in various state and federal courts, against the Manager and certain of its affiliates. Those lawsuits were filed by investors who made investments through an affiliate of the Manager, and relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”). Those suits allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors as defendants. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
The Manager believes that the lawsuits described above are without legal merit and is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits brought against those Funds and the present and former Independent Trustees named in those suits. While it is premature to render any
45 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
NOTES TO FINANCIAL STATEMENTS Unaudited / Continued
5. Pending Litigation Continued
opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer funds.
6. Subsequent Event
The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Under the Act, future capital losses generated by a fund may be carried over indefinitely, but these losses must be used prior to the utilization of any pre-enactment capital losses. Since pre-enactment capital losses may only be carried forward for eight years, there may be a greater likelihood that all or a portion of a fund’s pre-enactment capital losses will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending 2012. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending 2012.
46 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.
The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.
Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.
Nature, Quality and Extent of Services. The Board considered information about the nature, quality and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.
The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact
47 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued
that the Manager has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Matthew Ziehl and Raman Vardharaj, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources, that the Fund benefits from the services provided under the Agreement.
Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. 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 retail front-end load and no-load small-cap core funds. The Board considered that the Fund outperformed its performance universe median during the one-year and ten-year periods, although it underperformed its performance universe median during the three-year and five-year periods. The Board noted a change to the Fund’s portfolio management team on May 19, 2009, and it also noted the Fund’s recent improved performance, which had ranked in the top quintile of the Fund’s performance universe during the one-year period ended April 30, 2010.
Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load small-cap core funds with comparable asset levels and distribution features. The Board considered that the Fund’s actual management fees and total expenses were lower than its expense group median.
48 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.
Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.
Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through August 31, 2011. 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 above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.
49 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP 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 www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.
Householding—Delivery of Shareholder Documents
This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.
Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.
50 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND®
Trustees and Officers | William L. Armstrong, Chairman of the Board of Trustees and Trustee | |
George C. Bowen, Trustee | ||
Edward L. Cameron, Trustee | ||
Jon S. Fossel, Trustee | ||
Sam Freedman, Trustee | ||
Beverly L. Hamilton, Trustee | ||
Robert J. Malone, Trustee | ||
F. William Marshall, Jr., Trustee | ||
William F. Glavin, Jr., Trustee, President and Principal Executive Officer | ||
Matthew P. Ziehl, Vice President and Portfolio Manager | ||
Benjamin Ram, Vice President and Portfolio Manager | ||
Raman Vardharaj, Vice President and Portfolio Manager | ||
Thomas W. Keffer, Vice President and Chief Business Officer | ||
Mark S. Vandehey, Vice President and Chief Compliance Officer | ||
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer | ||
Robert G. Zack, Vice President and Secretary | ||
Manager | OppenheimerFunds, Inc. | |
Distributor | OppenheimerFunds Distributor, Inc. | |
Transfer and Shareholder Servicing Agent | OppenheimerFunds Services | |
Independent Registered Public Accounting Firm | KPMG llp | |
Counsel | K&L Gates LLP | |
The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm. |
©2011 OppenheimerFunds, Inc. All rights reserved.
51 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
PRIVACY POLICY NOTICE
As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.
Information Sources
We obtain nonpublic personal information about our shareholders from the following sources:
• | Applications or other forms | |
• | When you create a user ID and password for online account access | |
• | When you enroll in eDocs Direct, our electronic document delivery service | |
• | Your transactions with us, our affiliates or others | |
• | A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited | |
• | When you set up challenge questions to reset your password online |
If you visit www.oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.
We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.
If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.
We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for our website visitors.
Protection of Information
We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.
Disclosure of Information
We send your financial advisor (as designated by you) copies of confirmations, account statements and other documents reporting activity in your fund accounts. We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest financial services or educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.
Right of Refusal
We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.
52 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Internet Security and Encryption
In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website.
As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.
We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.
We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.
• | All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format. | |
• | Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data. | |
• | You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser. |
Other Security Measures
We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.
How You Can Help
You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.
Who We Are
This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number — whether or not you remain a shareholder of our funds. This notice was last updated January 16, 2004. In the event it is updated or changed, we will post an updated notice on our website at www.oppenheimerfunds.com. If you have any questions about these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at www.oppenheimerfunds.com or call us at 1.800.525.7048.
53 | OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
Item 2. Code of Ethics.
Not applicable to semiannual reports.
Item 3. Audit Committee Financial Expert.
Not applicable to semiannual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable to semiannual reports.
Item 5. Audit Committee of Listed Registrants
Not applicable.
Item 6. Schedule of Investments.
a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards
1. | The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection. | |
2. | The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder. | |
3. | The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following: |
• | the name, address, and business, educational, and/or other pertinent background of the person being recommended; | ||
• | a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940; | ||
• | any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and | ||
• | the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares. |
The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation. | ||
4. | Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its |
subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.” | ||
5. | Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company. |
Item 11. Controls and Procedures.
Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 12/31/2010, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.
There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Exhibits.
(a) | (1) Not applicable to semiannual reports. |
(2) | Exhibits attached hereto. | ||
(3) | Not applicable. |
(b) | Exhibit attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer Main Street Small- & Mid-Cap Fund | ||||
By: | /s/ William F. Glavin, Jr. | |||
Principal Executive Officer | ||||
Date: 02/08/2011 |
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/ William F. Glavin, Jr. | |||
Principal Executive Officer | ||||
Date: 02/08/2011 | ||||
By: | /s/ Brian W. Wixted | |||
Principal Financial Officer | ||||
Date: 02/08/2011 |