As filed with the Securities and Exchange Commission on
August 20, 2003
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
/ X /
PRE-EFFECTIVE AMENDMENT NO. 1
/ X /
POST-EFFECTIVE AMENDMENT NO.__
/ /
OPPENHEIMER GROWTH FUND
(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Centennial, Colorado 80112
(Address of Principal Executive Offices)
303-768-3200
(Registrant's Telephone Number)
Robert G. Zack, Esq.
Senior Vice President & General Counsel
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, New York 10148
(212) 323-0250
(Name and Address of Agent for Service)
As soon as practicable after the Registration Statement
becomes effective.
(Approximate Date of Proposed Public Offering)
Title of Securities Being Registered: Class A, Class B,
Class C, Class N and Class Y shares of Oppenheimer Growth
Fund.
It is proposed that this filing will become effective on
August 22, 2003 pursuant to Rule 488.
No filing fee is due because of reliance on Section 24(f)
of the Investment Company Act of 1940.
- ------------------------------------------------------------------------------
The Registrant hereby amends the Registration statement on
such date or dates as may be necessary to delay its
effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such
date as the Commission, acting pursuant to Section 8(a),
shall determine.
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages
and documents:
Front Cover
Contents Page
Shareholder Letter - Incorporated by Reference to
Registrant's Initial Registration Statement on Form N-14
(Reg. No. 333-106936), filed July 10, 2003.
Part A
Proxy Statement for Jennison Growth Fund, a series of
Oppenheimer Select Managers and Prospectus for Oppenheimer
Growth Fund including Exhibit A - Agreement and Plan of
Reorganization between Jennison Growth Fund, a Series of
Oppenheimer Select Managers and Oppenheimer Growth Fund.
Filed herewith.
Notice of Meeting: Incorporated by Reference to
Registrant's Initial Registration Statement on Form N-14
(Reg. No.333-106936), filed July 10, 2003.
Proxy Card: Filed herewith.
Voting Instructions: Incorporated by Reference to
Registrant's Initial Registration Statement on Form N-14
(Reg. No. 333-106936), filed July 10, 2003.
Part B
Statement of Additional Information: Incorporated by
reference in its entirety to Part B of Form N-14, filed
with the Registrant's Initial Registration Statement on
Form N-14 (Reg. No. 333-106936), filed July 10, 2003.
Part C
Other Information
Signatures
Exhibits
Proxy Statement
JENNISON GROWTH FUND,
a Series of Oppenheimer Select Managers
6803 South Tucson Way, Centennial, CO 80112
1.800.708.7780
Notice of Special Meeting of Shareholders
To Be Held
October 10, 2003
To the Shareholders of Jennison Growth Fund, a series of
Oppenheimer Select Managers:
Notice is hereby given that a Special Meeting of the
Shareholders of Jennison Growth Fund, a series of
Oppenheimer Select Managers, a registered investment
management company, will be held at 6803 South Tucson Way,
Centennial, CO 80112 at 1:00 P.M., Mountain time, on
October 10, 2003, or any adjournments thereof (the
"Meeting"), for the following purposes:
1. To approve an Agreement and Plan of Reorganization
between Jennison Growth Fund, a series of Oppenheimer
Select Managers ("Jennison Growth Fund") and Oppenheimer
Growth Fund ("Growth Fund"), and the transactions
contemplated thereby, including (a) the transfer of
substantially all the assets of Jennison Growth Fund to
Growth Fund in exchange for Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund, (b) the
distribution of these shares of Growth Fund to the
corresponding Class A, Class B, Class C, Class N and Class
Y shareholders of Jennison Growth Fund in complete
liquidation of Jennison Growth Fund and (c) the
cancellation of the outstanding shares of Jennison Growth
Fund (all of the foregoing being referred to as the
"Proposal").
2. To act upon such other matters as may properly come
before the Meeting.
Shareholders of record at the close of business on July 29,
2003 are entitled to notice of, and to vote at, the
Meeting. The Proposal is more fully discussed in this
Prospectus and Proxy Statement. Please read it carefully
before telling us, through your proxy or in person, how you
wish your shares to be voted. The Board of Trustees of
Jennison Growth Fund, a series of Oppenheimer Select
Managers recommends a vote in favor of the Proposal. WE
URGE YOU TO MARK, SIGN, DATE, AND MAIL THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
Robert G. Zack, Secretary
August 25, 2003
- --------------------------------------------------------------------------------------------
Shareholders who do not expect to attend the Meeting are
requested to indicate voting instructions on the enclosed
proxy and to mark, date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary
duplicate mailings, we ask your cooperation in promptly
mailing your proxy no matter how large or small your
holdings may be.
OPPENHEIMER GROWTH FUND
6803 South Tucson Way, Centennial, CO 80112
1.800.708.7780
COMBINED PROSPECTUS AND PROXY STATEMENT
DATED AUGUST 25, 2003
Acquisition of the Assets of Jennison Growth Fund,
a Series of Oppenheimer Select Managers
By and in exchange for Class A, Class B, Class C, Class N
and Class Y shares of
Oppenheimer Growth Fund
This combined Prospectus and Proxy Statement solicits
proxies from the shareholders of Jennison Growth Fund, a
series of Oppenheimer Select Managers ("Jennison Growth
Fund") to be voted at a Special Meeting of Shareholders
(the "Meeting") to approve the Agreement and Plan of
Reorganization (the "Reorganization Agreement") and the
transactions contemplated thereby (the "Reorganization")
between Jennison Growth Fund and Oppenheimer Growth Fund
("Growth Fund"). This combined Prospectus and Proxy
Statement constitutes the Prospectus of Growth Fund and the
Proxy Statement of Jennison Growth Fund filed on Form N-14
with the Securities and Exchange Commission ("SEC"). If
shareholders vote to approve the Reorganization Agreement
and the Reorganization, the net assets of Jennison Growth
Fund will be acquired by and in exchange for shares of
Growth Fund. The Meeting will be held at the offices of
OppenheimerFunds, Inc. at 6803 South Tucson Way,
Centennial, CO 80112 at 1:00 P.M., Mountain time, on
October 10, 2003 or any adjournment thereof. The Board of
Trustees of Jennison Growth Fund is soliciting these
proxies on behalf of Jennison Growth Fund. This Prospectus
and Proxy Statement will first be sent to shareholders on
or about August 25, 2003.
If the shareholders vote to approve the
Reorganization Agreement, you will receive Class A shares
of Growth Fund equal in value to the value as of the
business day preceding the Closing Date (as such term is
defined in the Reorganization Agreement, attached hereto as
Exhibit A) of the Reorganization (the "Valuation Date") of
your Class A shares of Jennison Growth Fund; Class B shares
of Growth Fund equal in value to the value as of the
Valuation Date of your Class B shares of Jennison Growth
Fund; Class C shares of Growth Fund equal in value to the
value as of the Valuation Date of your Class C shares of
Jennison Growth Fund; Class N shares of Growth Fund equal
in value to the value as of the Valuation Date of your
Class N shares of Jennison Growth Fund; and Class Y shares
of Growth Fund equal in value to the value as of the
Valuation Date of your Class Y shares of Jennison Growth
Fund. Jennison Growth Fund will then be liquidated and
de-registered under the Investment Company Act of 1940 (the
"Investment Company Act").
Growth Fund's investment objective is to seek capital
appreciation. Growth Fund invests mainly in common stocks
of "growth companies." The Fund currently focuses on
stocks of companies having a large or mid-size market
capitalization, but this focus could change over time. The
Fund can invest in domestic companies and foreign
companies, although most of its investments are in stocks
of U.S. companies. Normally, the Fund invests in between
20 to 60 companies across relatively few industries to
focus the portfolio.
This Prospectus and Proxy Statement gives information
about Class A, Class B, Class C, Class N and Class Y shares
of Growth Fund that you should know before investing. You
should retain it for future reference. A Statement of
Additional Information relating to the Reorganization
described in this Prospectus and Proxy Statement, dated
August 25, 2003 (the "Proxy Statement of Additional
Information") has been filed with the SEC as part of the
Registration Statement on Form N-14 (the "Registration
Statement") and is incorporated herein by reference. You
may receive a copy by written request to OppenheimerFunds
Services (the "Transfer Agent") at P.O. Box 5270, Denver,
Colorado 80217 free of charge or by calling the toll-free
number 1.800.708.7780. The Proxy Statement of Additional
Information includes the following documents: (i) audited
financial statements for the 12-month period ended August
31, 2002 and unaudited financial statements for the
six-month period ended February 28, 2003 of Growth Fund;
(ii) audited financial statements for the 12-month period
ended November 30, 2002 and unaudited financial statements
for the six-month period ended May 31, 2003 of Jennison
Growth Fund; (iii) Growth Fund's Statement of Additional
Information dated October 23, 2002 revised February 12,
2003, supplemented July 18, 2003; and (iv) Jennison Growth
Fund's Prospectus dated March 28, 2003 as supplemented May
7, 2003 and May 19, 2003 and Jennison Growth Fund's
Statement of Additional Information dated March 28, 2003.
The Prospectus of Growth Fund dated October 23, 2002,
as supplemented May 1, 2003, is enclosed herewith and
considered a part of this Prospectus and Proxy Statement
and is intended to provide you with information about
Growth Fund.
The following documents have been filed with the SEC
and are available without charge upon written request to
the Transfer Agent at the address specified above or by
calling the toll-free number shown above: (i) a Prospectus
for Jennison Growth Fund, dated March 28, 2003 as
supplemented May 7, 2003 and May 19, 2003, (ii) a Statement
of Additional Information for Jennison Growth Fund, dated
March 28, 2003.
As with all mutual funds, the Securities and Exchange
Commission has not approved or disapproved these securities
or passed upon the adequacy of this Prospectus and Proxy
Statement. Any representation to the contrary is a
criminal offense.
Mutual fund shares are not deposits or obligations of any
bank, and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other U.S. government
agency. Mutual fund shares involve investment risks
including the possible loss of principal.
This Proxy Statement and Prospectus is dated August 25,
2003.
TABLE OF CONTENTS
COMBINED PROSPECTUS AND PROXY STATEMENT
Page
----
Synopsis
What am I being asked to vote on?.........................................................
What are the general tax consequences of the
Reorganization?........................
Comparisons of Some Important Features
How do the investment objectives and policies of the
Funds compare?...............
Who manages the Funds?.....................................................................
What are the fees and expenses of each Fund and those
expected after the
Reorganization?.............................................................................
Where can I find more financial information about the
Funds?...........................
What are the capitalizations of the Funds and what would
the capitalizations be after the
Reorganization?..............................................................................
How have the Funds performed?.............................................................
What are other Key Features of the Funds?
..................................................
Investment Management and Fees...................................................
Transfer Agency and Custody Services
.............................................
Distribution Services...................................................................
Purchases, Redemptions, Exchanges and other
Shareholder Services..........
Dividends and Distributions..........................................................
What are the Principal Risks of an Investment in Growth
Fund
and Jennison Growth Fund?.............................................................
Reasons for the Reorganization
Information about the Reorganization
How will the Reorganization be carried out?
..................................................
Who will pay the Expenses of the Reorganization?
...........................................
What are the Tax Consequences of the Reorganization?
.....................................
What should I know about Class A, Class B, Class C,
Class N and Class Y shares of
each Fund?...................................................................................
Comparison of Investment Objectives and Policies
Are there any significant differences between the
investment objectives and strategies of
the Funds?.....................................................................................
What are the Main Risks Associated with an Investment in
the Funds?.....................
How do the Investment Policies of the Funds
Compare?..................................
What are the fundamental investment restrictions of the
Funds?........................
Do the Funds have any Restrictions that are not
Fundamental?.............................
How do the Account Features and Shareholder Services for
the Funds Compare?....
Investment Management............................................................
Distribution..............................................................................
Purchases and Redemptions..........................................................
Shareholder Services..................................................................
Dividends and Distributions.........................................................
Voting Information
How many votes are necessary to approve the
Reorganization Agreement?...........
How do I ensure my vote is accurately recorded?
..........................................
Can I revoke my proxy?.....................................................................
What other matters will be voted upon at the Meeting?
..................................
Who is entitled to vote?......................................................................
What other solicitations will be made?
.....................................................
Are there any appraisal rights?.............................................................
Information about Growth Fund
Information about Jennison Growth Fund
Principal Shareholders
Exhibit A - Agreement and Plan of Reorganization by and
between Jennison Growth Fund, a series of Oppenheimer
Select Managers and Oppenheimer Growth Fund
Enclosures:
Prospectus of Oppenheimer Growth Fund dated October 23,
2002, as supplemented May 1, 2003.
Semi-Annual Report of Oppenheimer Growth Fund dated
February 28, 2003 (available without charge upon request,
by calling 1.800.708.7780).
SYNOPSIS
This is only a summary and is qualified in its
entirety by the more detailed information contained in or
incorporated by reference in this Prospectus and Proxy
Statement and by the Reorganization Agreement which is
attached as Exhibit A. Shareholders should carefully
review this Prospectus and Proxy Statement and the
Reorganization Agreement in their entirety and, in
particular, the current Prospectus of Growth Fund which
accompanies this Prospectus and Proxy Statement and is
incorporated herein by reference.
If shareholders of Jennison Growth Fund approve the
Reorganization, the net assets of Jennison Growth Fund will
be transferred to Growth Fund, in exchange for an equal
value of shares of Growth Fund. The shares of Growth Fund
will then be distributed to Jennison Growth Fund
shareholders and Jennison Growth Fund will be liquidated.
As a result of the Reorganization, you will cease to be a
shareholder of Jennison Growth Fund and will become a
shareholder of Growth Fund. For federal income tax
purposes, the holding period of your Jennison Growth Fund
shares will be carried over to the holding period for
shares you receive in connection with the Reorganization.
This exchange will occur on the Closing Date (as such term
is defined in the Agreement and Plan of Reorganization
attached hereto as Exhibit A) of the Reorganization.
What am I being asked to vote on?
Your Fund's investment manager, OppenheimerFunds,
Inc. (the "Manager"), proposed to the Board of Trustees a
Reorganization of your Fund, Jennison Growth Fund, with and
into Growth Fund so that shareholders of Jennison Growth
Fund may become shareholders of a substantially larger fund
advised by the same investment advisor with comparable to
somewhat more favorable long-term performance, and
investment objectives and policies similar to those of
their current Fund. The Board considered the differences
in investment focus, discussed below. The Board also
considered the fact that the surviving fund has the
potential for lower overall operating expenses. In
addition, the Board considered that both Funds have Class
A, Class B, Class C, Class N and Class Y shares offered
under identical sales charge arrangements. The Board also
considered that the Reorganization would be a tax-free
reorganization, and there would be no sales charge imposed
in effecting the Reorganization. In addition, due to the
relatively moderate costs of the reorganization, the Boards
of both Funds concluded that neither Fund would experience
dilution as a result of the Reorganization.
A Reorganization of Jennison Growth Fund with and
into Growth Fund is recommended by the Manager based on the
fact that both funds have similar investment practices and
relatively similar investment strategies.
At a meeting held on April 28, 2003, the Board of
Trustees of Jennison Growth Fund approved a reorganization
transaction that will, if approved by shareholders, result
in the transfer of the net assets of Jennison Growth Fund
to Growth Fund, in exchange for an equal value of shares of
Growth Fund. The shares of Growth Fund will then be
distributed to Jennison Growth Fund shareholders and
Jennison Growth Fund will subsequently be liquidated. As a
result of the Reorganization, you will cease to be a
shareholder of Jennison Growth Fund and will become a
shareholder of Growth Fund. For Federal income tax
purposes, the holding period of your Jennison Growth Fund
shares will be carried over to the holding period for
shares you receive in connection with the Reorganization.
This exchange will occur on the Closing Date of the
Reorganization.
Approval of the Reorganization means you will receive
Class A shares of Growth Fund equal in value to the value
as of the Valuation Date of your Class A shares of Jennison
Growth Fund; Class B shares of Growth Fund equal in value
to the value as of the Valuation Date of your Class B
shares of Jennison Growth Fund; Class C shares of Growth
Fund equal in value to the value as of the Valuation Date
of your Class C shares of Jennison Growth Fund; Class N
shares of Growth Fund equal in value to the value as of the
Valuation Date of your Class N shares of Jennison Growth
Fund; and Class Y shares of Growth Fund equal in value as
of the Valuation Date of your Class Y shares of Jennison
Growth Fund. The shares you receive will be issued at net
asset value without a sales charge or the payment of a
contingent deferred sales charge ("CDSC") although if your
shares of Jennison Growth Fund are subject to a CDSC, your
Growth Fund shares will continue to be subject to the same
CDSC applicable to your shares, and the period during which
you held your Jennison Growth Fund shares will carry over
to your Growth Fund shares for purposes of determining the
CDSC holding period.
For the reasons set forth in the "Reasons for the
Reorganization" section below, the Board of Jennison Growth
Fund has determined that the Reorganization is in the best
interests of the shareholders of Jennison Growth Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
What are the general tax consequences of the Reorganization?
It is expected that shareholders of Jennison Growth
Fund who are U.S. citizens will not recognize any gain or
loss for federal income tax purposes, as a result of the
exchange of their shares for shares of Growth Fund. You
should, however, consult your tax advisor regarding the
effect, if any, of the Reorganization in light of your
individual circumstances. You should also consult your tax
advisor about state and local tax consequences. For
further information about the tax consequences of the
Reorganization, please see the "Information About the
Reorganization--What are the Tax Consequences of the
Reorganization?"
Comparisons of Some Important Features
How do the investment objectives and policies of the Funds
compare?
Jennison Growth Fund and Growth Fund have similar
investment objectives. As fundamental investment policies,
Jennison Growth Fund seeks long-term growth of capital and
Growth Fund seeks capital appreciation.
In seeking their investment objectives, Jennison
Growth Fund and Growth Fund utilize a similar investing
strategy. However, Growth Fund focuses its investments on
stocks of fewer companies and industries than Jennison
Growth Fund. Jennison Growth Fund invests at least 65% of
its total assets in equity-related securities of companies
that exceed $1 billion in market capitalization and that
the portfolio managers believe have above-average growth
prospects. Growth Fund invests mainly in common stocks of
"growth companies" currently focusing on stocks of between
20 and 60 companies having a market capitalization of $2
billion and above across relatively few industries.
Please refer to the Annual and Semi-Annual Reports of
both Funds for a complete listing of the investments for
each Fund.
Who Manages the Funds?
Growth Fund is an open-end, diversified management
investment company with an unlimited number of authorized
shares of beneficial interest. It was organized as a
Maryland corporation in 1972 and reorganized as a
Massachusetts business trust in July 1988. Jennison Growth
Fund, a series of Oppenheimer Select Managers is also a
diversified investment management company. Oppenheimer
Select Managers is an open-end, management investment
company with an unlimited number of authorized shares of
beneficial interest organized as a Massachusetts business
trust on November 10, 2000. Jennison Growth Fund commenced
operations on February 16, 2001. Both Funds are governed
by a Board of Trustees, which is responsible for protecting
the interests of shareholders under Massachusetts law.
Both Funds are located at 6803 S. Tucson Way, Centennial,
CO 80112.
The Manager, located at 498 Seventh Avenue, New York,
New York 10018, acts as investment advisor to Growth Fund.
The portfolio manager for Growth Fund is Bruce Bartlett.
Mr. Bartlett is a Vice President of the Fund and a Senior
Vice President of the Manager and is a portfolio manager of
other Oppenheimer funds. Mr. Bartlett became the Fund's
portfolio manager in December 1998. Prior to joining the
Manager in April 1995, Mr. Bartlett was a Vice President
and Senior Portfolio Manager with First of America
Investment Corporation.
The Manager has retained Jennison Associates LLC
("Jennison or Subadvisor") as a Subadvisor to provide the
day-to-day portfolio management of the Jennison Growth
Fund. Jennison is located at 466 Lexington Avenue, New
York, NY 10017. Jennison is a direct, wholly-owned
subsidiary of Prudential Investment Management, which is a
direct, wholly-owned subsidiary of Prudential Asset
Management Holding Company, which is a direct, wholly-owned
subsidiary of Prudential Financial, Inc. Jennison has
served as an investment advisor since 1969 and has advised
investment companies since 1990. As of December 31, 2002,
Jennison had approximately $48 billion in assets under
management. The Manager, not the Fund, pays Jennison an
annual fee based on the Fund's average annual net assets.
Spiros "Sig" Segalas, Kathleen McCarragher and
Michael Del Balso have been the portfolio managers of
Jennison Growth Fund since February 2001. They are
employed by Jennison and are the persons primarily
responsible for the selection of the Fund's portfolio
securities. Mr. Segalas has managed equity portfolios for
investment companies since 1990. Mr. Segalas is a founding
member, Director, President and Chief Investment Officer of
Jennison. Ms. McCarragher is a Director and Executive Vice
President of Jennison. Prior to joining Jennison in 1998
she was a Managing Director and Director of Large Cap
Growth Equities at Weiss, Peck & Greer L.L.C. Mr. Del
Balso is a Director and Executive Vice President of
Jennison, where he has been part of the investment team
since 1972.
Additional information about the Funds and the
Manager and SubAdvisor is set forth below in "Comparison of
Investment Objectives and Policies."
What are the Fees and Expenses of each Fund and those
expected after the Reorganization?
Jennison Growth Fund and Growth Fund each pay a
variety of expenses directly for management of their
assets, administration, distribution of their shares and
other services. Those expenses are subtracted from each
Fund's assets to calculate the Fund's net asset value per
share. Shareholders pay these expenses indirectly.
Shareholders for both Funds pay other expenses directly,
such as sales charges.
The following tables are provided to help you
understand and compare the fees and expenses of investing
in shares of Jennison Growth Fund with the fees and
expenses of investing in shares of Growth Fund. The pro
forma expenses of the surviving Growth Fund show what the
fees and expenses are expected to be after giving effect to
the Reorganization.
PRO FORMA FEE TABLE
For the 12 month period ended 3/31/03
- ----------------------------------------------------------------------------------
Jennison Growth Pro Forma
Fund Growth Fund Surviving Growth
Class A shares Class A Shares Fund
Class A shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge 5.75% 5.75% 5.75%
(Load) on purchases (as a
% of offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original None 1 None 1 None 1
offering price or
redemption proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.95% 0.65% 0.65%
- ----------------------------------------------------------------------------------
Distribution and/or 0.07% 0.23% 0.23%
Service (12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses 0.55% 0.46% 0.46%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 1.57% 1.34% 1.34%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Jennison Growth Pro Forma
Fund Growth Fund Surviving
Class B shares Class B Shares Growth Fund
Class B shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge None None None
(Load) on purchases (as a
% of offering price)
- ----------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of
the lower of the original 5%2 5%2 5%2
offering price or
redemption proceeds)
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.95% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or 1.00% 1.00% 1.00%
Service (12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses 1.01% 0.47% 0.47%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 2.96% 2.12% 2.12%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Jennison Growth Growth Fund Pro Forma
Fund Class C Shares Surviving Growth
Class C Shares Fund
Class C Shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load)
on purchases (as a % of None None None
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of the 1%3 1%3 1%3
lower of the original
offering price or redemption
proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.95% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service 1.00% 1.00% 1.00%
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses 0.40% 0.45% 0.45%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 2.35% 2.10% 2.10%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Jennison Growth Pro Forma
Fund Growth Fund Surviving Growth
Class N shares Class N Shares Fund
Class N shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load) None None None
on purchases (as a % of
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of the
lower of the original 1%4 1%4 1%4
offering price or redemption
proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.95% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service 0.50% 0.50% 0.50%
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses 0.87% 0.11% 0.11%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 2.32% 1.26% 1.26%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Jennison Growth Pro Forma
Fund Growth Fund Surviving Growth
Class Y Shares Class Y Shares Fund
Class Y Shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load) None None None
on purchases (as a % of
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales
Charge (Load) (as a % of the
lower of the original None None None
offering price or redemption
proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.95% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service N/A N/A N/A
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses 2.37% 0.53% 0.53%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 3.32% 1.18% 1.18%
Expenses
- ----------------------------------------------------------------------------------
1. A contingent deferred sales charge may apply to
redemptions of investments of $1 million or more ($500,000
for retirement plan accounts) of Class A shares. See "How
to Buy Shares" in each Fund's Prospectus.
2. Applies to redemptions within the first year after
purchase. The contingent deferred sales charge declines to
1% in the sixth year and is eliminated after that.
3. Applies to shares redeemed within 12 months of
purchase.
4. Applies to shares redeemed within 18 months of
retirement plan's first purchase of Class N shares.
Expenses may vary in future years. "Other Expenses"
include transfer agent fees and custodial, accounting and
legal expenses, and are based on, among other things, the
fees the Funds would have paid if the transfer agent had
not waived a portion of its fee under a voluntary
undertaking to the Funds to limit these fees to 0.35% of
average daily net assets per fiscal year for all classes.
After that waiver, the actual "Other Expenses" and "Total
Annual Operating Expenses" for Growth Fund were 0.42% and
1.30% for Class A shares, 0.45% and 2.10% for Class B
shares, and 0.45% and 1.10% for Class Y shares and were the
same as shown above for Class C and Class N shares. "Total
Annual Operating Expenses" for Jennison Growth Fund were
further reduced by a voluntary expense assumption
undertaken by the Manager. With the expense assumption and
transfer agent waiver, the "Total Annual Operating
Expenses" for Jennison Growth Fund were 1.50% for Class A
shares, 2.27% for Class B shares, 2.25% for Class C shares,
1.75% for Class N shares and 1.17% for Class Y shares.
After the waiver, the actual "Other Expenses" and "Total
Annual Operating Expenses" for the combined funds as
percentages of average daily net assets were 0.42% and
1.30% for Class A shares, 0.45% and 2.10% for Class B
shares and 0.45% and 1.10% for Class Y shares. Class C and
Class N shares were unchanged.
- ------------------------------------------------------------
Examples
These examples below are intended to help you compare
the cost of investing in each Fund and the proposed
surviving Growth Fund. These examples assume that you
invest $10,000 in a class of shares for the periods
indicated, at an annual return for each class of 5%, the
operating expenses described above and reinvestment of your
dividends and distributions.
Your actual costs may be higher or lower because
expenses will vary over time. For each $10,000 investment,
you would pay the following projected expenses if you sold
your shares after the number of years shown or held your
shares for the number of years shown without redeeming,
according to the following examples.
12 Months Ended 3/31/03
-----------------------
Jennison Growth Fund
- -------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class A $726 $1,042 $1,381 $2,335
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class B $799 $1,215 $1,757 $2,6471
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class C $338 $733 $1,255 $2,686
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class N $335 $724 $1,240 $2,656
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class Y $335 $1,021 $1,731 $3,613
- -------------------------------------------------------------------------------
- ------------------------------------------------------------
Jennison Growth Fund
- -------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class A $726 $1,042 $1,381 $2,335
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class B $299 $915 $1,557 $2,6471
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class C $238 $733 $1,255 $2,686
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class N $235 $724 $1,240 $2,656
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class Y $335 $1,021 $1,731 $3,613
- -------------------------------------------------------------------------------
Growth Fund
- -------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class B $715 $964 $1,339 $2,0701
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class C $313 $658 $1,129 $2,431
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class N $228 $400 $692 $1,523
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class Y $120 $375 $649 $1,432
- -------------------------------------------------------------------------------
Growth Fund
- -------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class B $215 $664 $1,139 $2,0701
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class C $213 $658 $1,129 $2,431
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class N $128 $400 $692 $1,523
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class Y $120 $375 $649 $1,432
- -------------------------------------------------------------------------------
Pro Forma Surviving Growth Fund
- -------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class B $715 $964 $1,339 $2,0701
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class C $313 $658 $1,129 $2,431
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class N $228 $400 $692 $1,523
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Class Y $120 $375 $649 $1,432
- -------------------------------------------------------------------------------
Pro Forma Surviving Growth Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $215 $664 $1,139 $2,0701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $213 $658 $1,129 $2,431
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $128 $400 $692 $1,523
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $120 $375 $649 $1,432
- --------------------------------------------------------------------------------
In the "If shares are redeemed" examples, expenses
include the initial sales charge for Class A and the
applicable Class B, Class C or Class N contingents
deferred sales charge. In the "If shares are not
redeemed" examples, the Class A expenses include the
initial sales charge, but Class B, Class C and Class N
expenses do not include the contingent deferred sales
charges. There is no sales charge on Class Y shares.
1 Class B expenses for years 7 through 10 are based on
Class A expenses, since Class B shares automatically
convert to Class A after 6 years.
- ---------------------------------------------------------
Where can I find more financial information about the Funds?
Performance information for both Growth Fund and
Jennison Growth Fund is set forth in each Fund's Prospectus
under the section "The Fund's Past Performance." Growth
Fund's Prospectus accompanies this Prospectus and Proxy
Statement and is incorporated by reference.
The financial statements of Growth Fund and
additional information with respect to its performance
during its fiscal year ended August 31, 2002 (and the six
month semi-annual period ended February 28, 2003) including
a discussion of factors that materially affected its
performance and relevant market conditions during that
fiscal year is set forth in Growth Fund's audited financial
statements dated as of August 31, 2002 (and with the
exception of that discussion, in its Semi-Annual Report
dated February 28, 2003), that are included in the Proxy
Statement of Additional Information and incorporated herein
by reference. These documents are available upon request.
See section entitled "Information About Growth Fund."
The financial statements of Jennison Growth Fund and
additional information with respect to the Fund's
performance during its fiscal year ended November 30, 2002
(and the six-month semi-annual period ended May 31, 2003),
including a discussion of factors that materially affected
its performance and relevant market conditions during that
fiscal year is set forth in Jennison Growth Fund's audited
financial statements dated as of November 30, 2002 (and
with exception of that discussion, in its Semi-Annual
Report dated May 31, 2003), that is included in the Proxy
Statement of Additional Information and incorporated herein
by reference. These documents are available upon request.
See section entitled "Information About Jennison Growth
Fund."
What are the capitalizations of the Funds and what would
the capitalizations be after the Reorganization?
The following table sets forth the capitalization
(unaudited) of Jennison Growth Fund and Growth Fund as of
March 31, 2003 and indicates the pro forma combined
capitalization as of March 31, 2003 as if the
Reorganization had occurred on that date.
As of June 30, 2003 the value of the assets of
Jennison Growth Fund was less than 10% of the value of the
assets of Growth Fund.
Net
Asset
Shares
Value
Net Assets Outstanding
Per Share
Jennison Growth Fund
Class A $4,741,830 813,474 $5.83
Class B $1,418,708 247,507 $5.73
Class C $2,094,182 365,561 $5.73
Class N $1,507,135 260,402 $5.79
Class Y $ 585 100 $5.85
-------------- ----------
TOTAL $9,762,440 1,687,044
Growth Fund
Class A $1,022,985,552 46,002,874 $22.24
Class B $ 256,756,346 12,310,904 $20.86
Class C $ 68,159,153 3,214,405 $21.20
Class N $ 5,465,885 245,260 $22.29
Class Y $ 57,378,361 2,573,084 $22.30
---------------- ---------
TOTAL $1,410,745,297 64,346,527
Growth Fund
(Pro Forma Surviving Fund)*
Class A $1,027,727,382 46,216,110 $22.24
Class B $ 258,175,054 12,378,928 $20.86
Class C $ 70,253,335 3,313,167 $21.20
Class N $ 6,973,020 312,887 $22.29
Class Y $ 57,378,946 2,573,110 $22.30
---------------- ---------
TOTAL $1,420,507,737 64,794,202
*Reflects the issuance of 213,236 Class A shares, 68,024
Class B shares, 98,762 Class C shares, 67,627 Class N
shares, and 26 Class Y shares of Growth Fund in a tax-free
exchange for the net assets of Jennison Growth Fund,
aggregating $9,762,440.
- ------------------------------------------------------------
How have the Funds performed?
The past performance information for each Fund is set
forth below, and for earlier periods, in each respective
Prospectus: (i) a bar chart detailing annual total returns
of Class A shares of each Fund as of December 31st for each
of the ten most recent full calendar years (for Jennison
Growth Fund, since that Fund's inception); and (ii) tables
detailing how the average annual total returns, both before
and after taxes, of Growth Fund's and Jennison Growth
Fund's Class A, Class B, Class C, Class N and Class Y
shares compare to those of the Standard & Poor's 500
Composite Stock Price Index ("S&P 500 Index"). The
after-tax returns are shown for Class A shares only and are
calculated using the historical highest individual federal
marginal income tax rates in effect during the periods
shown and do not reflect the impact of state or local
taxes. In certain cases, the figure representing "Return
After Taxes on Distributions and Sale of Fund Shares" may
be higher than the other return figures for the same
period. A higher after-tax return results when a capital
loss occurs upon redemption and translates into an assumed
tax deduction that benefits the shareholder. The after-tax
returns are calculated based on certain assumptions
mandated by regulation and your actual after-tax returns
may differ from those shown, depending on your individual
tax situation. The after-tax returns set forth below are
not relevant to investors who hold their Fund shares
through tax-deferred arrangements such as 401(k) plans or
IRAs or to institutional investors not subject to tax.
Each Fund's past investment performance, before and after
taxes, is not necessarily an indication of how each Fund
will perform in the future.
Annual total returns for Jennison Growth Fund (Class A) (as
of 12/31/02) are as follows:
[See appendix to Prospectus and Proxy Statement for data in
bar chart showing annual total returns for Jennison Growth
Fund.]
Sales charges and taxes are not included in the
calculations of return in this bar chart, and if those
charges and taxes were included, the returns may be less
than those shown.
For the period from 1/1/03 through 6/30/03, the cumulative
return for Jennison Growth Fund (not annualized) before
taxes for Class A shares was 11.43%. During the period
shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter for Jennison Growth
Fund was 2.76% (4thQtr'02) and the lowest return (not
annualized) before taxes for a calendar quarter was -16.89%
(2ndQtr'02).
Annual total returns for Growth Fund (Class A) (as of
12/31/02) are as follows:
[See appendix to Prospectus and Proxy Statement for data in
bar chart showing annual total returns for Growth Fund.]
Sales charges and taxes are not included in the
calculations of return in this bar chart, and if those
charges and taxes were included, the returns may be less
than those shown.
For the period from 1/1/03 through 6/30/03, the cumulative
return for Growth Fund (not annualized) before taxes for
Class A shares was 9.01%. During the period shown in the
bar chart, the highest return (not annualized) before taxes
for a calendar quarter for the Growth Fund was 30.16% (4th
Q'99) and the lowest return (not annualized) before taxes
for a calendar quarter was -25.55% (4th Q'00).
Average annual total returns for the Funds for the period
ended December 31, 2002 are as follows:
- ------------------------------------------------------
Jennison Growth Fund
Life of
- ----------------------------- 1 Year Class
- ------------------------------------------------------
- ------------------------------------------------------
Class A Shares (inception
2/16/01) -34.79% -26.54%
Return Before Taxes -34.79% -26.54%
Return After Taxes on -21.19% -20.62%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- ------------------------------------------------------
S&P 500 Index (from 2/28/01) -22.09% -17.14%
- ------------------------------------------------------
- ------------------------------------------------------
Class B Shares (inception -34.74% -26.42%
2/16/01)
- ------------------------------------------------------
- ------------------------------------------------------
Class C Shares (inception -31.99% -24.80%
2/16/01)
- ------------------------------------------------------
- ------------------------------------------------------
Class N Shares (inception -31.65% -22.59%
3/1/01)
- ------------------------------------------------------
- ------------------------------------------------------
Class Y Shares (inception -30.78% -24.12%
2/16/01)
- ------------------------------------------------------
- -------------------------------------------------------------------------
Growth Fund 5 Years 10 Years
(or life of
class, if (or life of
1 Year less) class, if less)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Class A Shares (inception
03/15/73) -29.98% -5.24% 4.69%
Return Before Taxes -29.98% -6.27% 2.68%
Return After Taxes on -18.25% -3.85% 3.49%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
S&P 500 Index (from 12/31/92) -22.09% -0.58% 9.34%
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Class B Shares (inception -30.05% -5.18% 5.24%
08/17/93)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Class C Shares (inception -27.08% -4.86% 1.75%
11/01/95)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Class N Shares (inception -25.49% -21.40% N/A
3/1/01)
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Class Y Shares (inception -25.60% -3.88% 5.93%
06/01/94)
- -------------------------------------------------------------------------
Average annual total returns for the Funds for the period
ended June 30, 2003 are as follows:
- -------------------------------------------------------
Jennison Growth Fund Life of
1 Year Class
- -------------------------------------------------------
- -------------------------------------------------------
Class A Shares (inception
2/16/01) -9.96% -17.98%
Return Before Taxes -9.96% -17.98%
Return After Taxes on -6.47% -14.94%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- -------------------------------------------------------
S&P 500 Index (from 2/28/01) 0.25% -15.36%
- -------------------------------------------------------
- -------------------------------------------------------
Class B Shares (inception -9.85% -17.62%
2/16/01)
- -------------------------------------------------------
- -------------------------------------------------------
Class C Shares (inception -6.20% -16.61%
2/16/01)
- -------------------------------------------------------
- -------------------------------------------------------
Class N Shares (inception -5.59% -14.39%
3/1/01)
- -------------------------------------------------------
- -------------------------------------------------------
Class Y Shares (inception -4.17% -15.69%
2/16/01)
- -------------------------------------------------------
- ---------------------------------------------------------------------
Growth Fund 1 Year 5 Years 10 Years
(or life of (or life of
class, if class, if
less) less)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Class A Shares (inception
03/15/73) -11.84% -5.26% 5.75%
Return Before Taxes -11.84% -6.29% 3.72%
Return After Taxes on -7.70% -4.52% 4.15%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
S&P 500 Index (from 3/31/93) 0.25% -1.61% 10.04%
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Class B Shares (inception -11.85% -5.18% 5.89%
08/17/93)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Class C Shares (inception -8.15% -4.88% 2.74%
11/01/95)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Class N Shares (inception -6.57% -14.34% N/A
3/1/01)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
Class Y Shares (inception -6.30% -3.89% 6.62%
06/01/94)
- ---------------------------------------------------------------------
Jennison Growth Fund's average annual total returns include
applicable sales charges: for Class A, the current maximum
initial sales charge of 5.75%; for Class B, the contingent
deferred sales charge of 5% (1-year) and 3% (life of
class); and for Class C and Class N, the 1% contingent
deferred sales charge for the 1-year period. There is no
sales charge for Class Y shares. The returns measure the
performance of a hypothetical account and assume that all
dividends and capital gains distributions have been
reinvested in additional shares. The performance of the
Fund's Class A shares is compared to the S&P 500 Index, an
unmanaged index of equity securities. The index performance
includes reinvestment of income but does not reflect
transaction costs, expenses or taxes. The Fund's
investments vary from the securities in the index.
Growth Fund's average annual total returns include
applicable sales charges: for Class A, the current maximum
initial sales charge of 5.75%; for Class B, the contingent
deferred sales charge of 5% (1-year) and 2% (5-year); and
for Class C and Class N, the 1% contingent deferred sales
charge for the 1-year period. Because Class B shares
convert to Class A shares 72 months after purchase, Class B
10-year or "life-of-class" performance does not include any
contingent deferred sales charge and uses Class A
performance for the period after conversion. There is no
sales charge for Class Y shares. The returns measure the
performance of a hypothetical account and assume that all
dividends and capital gains distributions have been
reinvested in additional shares. The performance of the
Fund's Class A shares is compared to the S&P 500 Index, an
unmanaged index of equity securities. The index performance
includes reinvestment of income but does not reflect
transaction costs, expenses or taxes. The Fund's
investments vary from those in the index.
- ------------------------------------------------------------
How Has Growth Fund Performed? - Below is a
discussion by the Manager of Growth Fund's performance
during its fiscal year ended August 31, 2002, followed by a
graphical comparison of Growth Fund's performance to an
appropriate broad-based market index.
Management's Discussion of Performance - During the
one-year period that ended August 31, 2002, Growth Fund's
performance outperformed its benchmark and the majority of
its peers amid widespread declines in stock prices. Growth
Fund's above-average performance can be attributed to a
disciplined investment strategy that focuses on the quality
and sustainability of a company's growth, rather than on
the sheer magnitude of its growth. Growth Fund's
best-performing stocks were concentrated in the health care
area, particularly among health care services and medical
products companies. Other attractive areas of investment
proved to be consumer products companies and
market-sensitive financials. Growth Fund's relative
performance was hurt by declines in capital goods holdings,
cable industry holdings, and individual stocks in a variety
of other sectors.
Comparing Growth Fund's Performance to the Market -
The graphs that follow show the performance of a
hypothetical $10,000 investment in each class of shares of
Growth Fund held until August 31, 2002. Class A performance
is shown for a 10-year period. For each other class,
performance is measured from inception of the class: from
August 17, 1993 for Class B, from November 1, 1995 for
Class C shares, from March 1, 2001 for Class N, and from
June 1, 1994 for Class Y shares. Growth Fund's performance
reflects the deduction of the maximum initial sales charge
on Class A shares, the applicable contingent deferred sales
charge on Class B, Class C and Class N shares, and
reinvestment of all dividends and capital gain
distributions. Growth Fund's performance is compared to the
performance of the S&P 500 Index, a broad-based index of
equity securities widely regarded as a general measure of
the performance of the U.S. equity securities market.
Index performance reflects the reinvestment of dividends
but does not reflect transaction costs, and none of the
data in the graphs that follow shows the effect of taxes.
Growth Fund's performance reflects the effects of Fund
business and operating expenses. While index comparisons
may be useful to provide a benchmark for Growth Fund's
performance, it must be noted that Growth Fund's
investments are not limited to the securities in the S&P
500 Index, which tend to be securities of larger,
well-capitalized companies.
Class A Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class A) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1992 9,425 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1992 9,977 10,315
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1992 11,173 10,834
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1993 11,153 11,306
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1993 11,016 11,361
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1993 11,233 11,653
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1993 11,476 11,923
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1994 11,228 11,472
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1994 11,045 11,520
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1994 11,783 12,082
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1994 11,749 12,080
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1995 12,882 13,255
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1995 14,298 14,518
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1995 15,495 15,671
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 15,856 16,614
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 16,803 17,505
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 17,300 18,290
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1996 17,434 17,852
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 19,737 20,839
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 20,478 21,872
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 21,718 23,584
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 23,541 25,104
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 23,232 26,778
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 24,705 29,524
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 25,008 30,814
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 20,806 27,142
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 24,500 33,120
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 25,880 35,358
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1999 26,922 37,295
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 29,001 37,947
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 32,953 40,040
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 44,082 39,504
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 37,899 41,200
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 48,461 44,135
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 33,287 38,348
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 29,216 36,267
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 27,269 36,854
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 24,291 33,377
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 24,832 33,665
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 23,679 32,819
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 22,927 31,755
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 20,219 27,373
- ----------------------------------------------------------------------
- ------------------------------------------------------------
Class B Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class B) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/17/1993 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1993 10,217 9,923
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1993 10,414 10,153
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1994 10,161 9,769
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1994 9,980 9,810
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1994 10,625 10,288
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1994 10,571 10,287
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1995 11,557 11,287
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1995 12,796 12,363
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1995 13,837 13,345
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 14,126 14,147
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 14,937 14,907
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 15,349 15,575
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1996 15,443 15,202
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 17,445 17,745
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 18,064 18,625
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 19,121 20,083
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 20,683 21,377
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 20,372 22,803
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 21,621 25,141
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 21,841 26,240
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 18,136 23,113
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 21,313 28,204
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 22,468 30,109
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1999 23,324 31,759
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 25,087 32,314
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 28,506 34,096
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 38,134 33,640
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 32,785 35,084
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 41,921 37,583
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 28,795 32,656
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 25,274 30,883
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 23,590 31,383
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 21,013 28,422
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 21,481 28,667
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 20,484 27,947
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 19,833 27,041
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 17,490 23,310
- ----------------------------------------------------------------------
Class C Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class C) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/01/1995 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 10,128 10,640
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 10,711 11,211
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 11,006 11,713
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1996 11,073 11,432
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 12,507 13,345
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 12,952 14,007
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 13,710 15,104
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 14,830 16,077
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 14,607 17,149
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 15,502 18,907
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 15,662 19,734
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 13,001 17,382
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 15,280 21,211
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 16,107 22,643
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1988 16,726 23,884
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 17,977 24,301
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 20,389 25,642
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 27,225 25,299
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 23,360 26,385
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 29,819 28,264
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 20,441 24,559
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 17,908 23,226
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 16,681 23,602
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 14,831 21,375
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 15,133 21,559
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 14,403 21,018
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 13,917 20,336
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 12,252 17,530
- ----------------------------------------------------------------------
Class N Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class N) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/01/2001 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 9,246 10,162
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 8,231 9,203
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 8,406 9,283
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 8,011 9,049
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 7,752 8,756
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 6,764 7,548
- ----------------------------------------------------------------------
Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class Y) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/01/1994 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1994 9,487 9,755
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1994 10,132 10,231
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1994 10,103 10,230
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1995 11,077 11,224
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1995 12,294 12,294
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1995 13,328 13,271
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 13,641 14,069
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 14,456 14,824
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 14,889 15,489
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1996 15,009 15,117
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 17,000 17,647
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 17,648 18,522
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 18,728 19,972
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 20,316 21,259
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 20,065 22,677
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 21,350 25,002
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 21,630 26,095
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 18,005 22,985
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 21,213 28,047
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 22,421 29,942
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1999 23,332 31,583
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 25,161 32,135
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 28,603 33,907
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 38,284 33,453
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 32,940 34,889
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 42,159 37,375
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 28,963 32,475
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 25,437 30,712
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 23,766 31,209
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 21,176 28,264
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 21,675 28,508
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 20,680 27,792
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 20,038 26,891
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 17,682 23,181
- ----------------------------------------------------------------------
What are other Key Features of the Funds?
The description of certain key features of the Funds
below is supplemented by each Fund's Prospectus and
Statement of Additional Information, which are incorporated
by reference.
Investment Management and Fees - The day-to-day management
of the business and affairs of each Fund is the
responsibility of the Manager, however Jennison Growth Fund
also utilizes a subadviser to manage the investment and
reinvestment of the assets. The Manager manages the assets
of Growth Fund and makes its respective investment
decisions. The portfolio managers of Jennison Growth Fund
are employed by Jennison and the portfolio manager of
Growth Fund is employed by the Manager. Both Funds obtain
investment management services from the Manager according
to the terms of management agreements that are
substantially similar with the exception that Growth Fund
has lower management fees. Under each Fund's investment
advisory agreement, the Fund pays the Manager an advisory
fee at an annual rate that declines on additional assets as
the Fund grows.
- -------------------------------------------------------------------------------
Jennison Growth Fund1 Growth Fund1
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
0.95% of the first $300 million of 0.75% of the first $200 million of
average annual net assets of the average annual net assets of the Fund,
Fund, and
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
0.90% of average annual net assets 0.72% of the next $200 million,
in excess of $300 million.
- -------------------------------------------------------------------------------
--------------------------------------------
0.69% of the next $200 million,
--------------------------------------------
--------------------------------------------
0.66% of the next $200 million,
--------------------------------------------
--------------------------------------------
0.60% of the next $700 million,
--------------------------------------------
--------------------------------------------
0.58% of the next $1.0 billion,
--------------------------------------------
--------------------------------------------
0.56% of the next $2.0 billion, and
--------------------------------------------
--------------------------------------------
0.54% of the average annual net assets in
excess of $4.5 billion.
--------------------------------------------
1 Based on average annual net assets of the respective Fund.
As indicated in the table below, the management fee
for Jennison Growth Fund for the twelve months ended March
31, 2003 was 0.95% of the average annual net assets for
each class of shares. The management fee for Growth Fund
for the twelve months ended March 31, 2003 was 0.65% of the
average annual net assets for each class of shares. The
12b-1 distribution plans for both Funds are substantially
similar.
Annual Fund Operating Expense Table
For the 12 Months Ended March 31, 2003
(as a percentage of average daily net assets)
- -------------------------------------------------------------------------------
12 months ended Jennison Growth Fund Combined Pro
March 31, 2003 Class A shares Growth Fund Forma Growth Fund
Class A shares Class A shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Management Fees 0.95% 0.65% 0.65%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Distribution and/or 0.07% 0.23% 0.23%
Service (12b-1) Fees
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Other Expenses 0.55% 0.46% 0.46%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total Annual Operating 1.57% 1.34% 1.34%
Expenses
- -------------------------------------------------------------------------------
"Other Expenses" include transfer agent fees and custodial,
accounting and legal expenses the Funds pay. This chart is
for illustrative purposes only.
- ------------------------------------------------------------
The net assets under management for Growth Fund on
March 31, 2003 were $1,410,745,297 as compared to
$9,762,440 for Jennison Growth Fund. Effective upon the
Closing of the Reorganization, the management fee rate for
Growth Fund is expected to be 0.65% of average annual net
assets based on combined assets of the Funds as of March
31, 2003.
For a detailed description of each Fund's investment
management agreement, see the section below entitled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"
Transfer Agency and Custody Services - Both Funds
receive shareholder accounting and other clerical services
from OppenheimerFunds Services in its capacity as transfer
agent and dividend paying agent. It acts on an annual per
account fee basis for both Funds. The terms of the
transfer agency agreement for both Funds are substantially
similar.
Citibank, N.A., located at 111 Wall Street, New York,
NY 10005, acts as custodian of the securities and other
assets of both Jennison Growth Fund and Growth Fund.
Distribution Services - OppenheimerFunds Distributor,
Inc. (the "Distributor") acts as the principal underwriter
in a continuous public offering of shares of both Funds,
but is not obligated to sell a specific number of shares.
Both Funds have adopted a Service Plan and Agreement under
Rule 12b-1 of the Investment Company Act for their Class A
shares. The 12b-1 fees for Class A shares of both Funds
are service plan fees which are a maximum of 0.25% of
average annual net assets of Class A shares. The 12b-1
fees for the other classes of both Funds are Distribution
and Service plan fees which include a service fee of 0.25%
of average annual net assets for Class B, Class C and Class
N shares and an asset-based sales charge of 0.75% of
average annual net assets for Class B and Class C shares
and 0.25% of average annual net assets for Class N shares.
For a detailed description of each Fund's
distribution-related services, see the section below titled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"
Purchases, Redemptions, Exchanges and other
Shareholder Services - Both Funds have nearly the same
requirements and restrictions in connection with purchases,
redemptions and exchanges. In addition, each Fund also
offers the same types of shareholder services. More
detailed information regarding purchases, redemptions,
exchanges and shareholder services can be found below in
the section below titled "Comparison of Investment
Objectives and Policies - How do the Account Features and
Shareholder Services for the Funds Compare?"
Dividends and Distributions - Both Funds declare
dividends separately for each class of shares from net
investment income annually and pay those dividends to
shareholders in December on a date selected by the Board of
each Fund. Both Funds may realize capital gains on the
sale of portfolio holdings. If they do, they will make
distributions out of any short-term or long-term capital
gains in December of each year. There can be no assurance
that either Fund will pay any dividends or capital gains
distributions in a particular year.
For a detailed description of each Fund's policy on
dividends and distributions, see the section entitled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"
What are the Principal Risks of an Investment in Growth
Fund and Jennison Growth Fund?
In evaluating whether to approve the Reorganization
and invest in Growth Fund, shareholders should carefully
consider the following risk factors, the other information
set forth in this Prospectus and Proxy Statement and the
more complete description of risk factors set forth in the
documents incorporated by reference herein, including the
Prospectuses of the Funds and their respective Statements
of Additional Information.
General
The main investment risks of investing in the Funds
are substantially similar except that Growth Fund is also
subject to sector risk. All investments have risks to some
degree. Both Funds' investments are subject to changes in
their value from a number of factors described below. There
is also the risk that poor security selection by the
Manager or Subadvisor will cause the Funds to underperform
other funds having similar objectives.
These risks collectively form the risk profiles of
the Funds, and can affect the value of the Funds'
investments, investment performance and prices per share.
These risks mean that you can lose money by investing in
either fund. When you redeem your shares, they may be worth
more or less than what you paid for them. There is no
assurance that either Fund will achieve its investment
objective.
Risks of Investing in Stocks. Both Funds are subject to
the risks of investing in stocks. Stocks fluctuate in
price, and their short-term volatility at times may be
great. Because both Funds invest primarily in common
stocks of U.S. companies, the value of each Fund's
portfolio will be affected by changes in the U.S. stock
markets. Market risk will affect the Funds' net asset
values per share, which will fluctuate as the values of the
Funds' portfolio securities change. The prices of
individual stocks do not all move in the same direction
uniformly or at the same time. Different stock markets may
behave differently from each other. Because both Funds can
buy foreign stocks, they could both be affected by changes
in foreign stock markets.
Other factors can affect a particular stock's price,
such as poor earnings reports by the issuer, loss of major
customers, major litigation against the issuer, or changes
in government regulations affecting the issuer or its
industry.
Sector Risk. Growth Fund is subject to sector risk. To
the extent that the Fund focuses its investments in
relatively few industry sectors, if those sectors are
volatile or more volatile than other sectors due to
industry-specific factors, there is the possibility that
the Fund's share price will be more volatile than funds
that have broader sector exposure. Stocks of issuers in a
particular industry may be affected by changes in economic
conditions, changes in government regulations, availability
of basic resources or supplies, or other events that affect
that industry more than others. To the extent that Growth
Fund increases the relative emphasis of its investments in
a particular industry, its share values may fluctuate in
response to events affecting that industry.
Risks of Foreign Investing. Both Funds are subject to the
risks of foreign investing. Growth Fund can buy foreign
equity and debt securities. Jennison Growth Fund can invest
in foreign securities and in the securities of foreign
issuers in the form of ADRs. While foreign securities
offer special investment opportunities, they are subject to
special risks that can reduce the Funds' share prices and
returns.
The change in value of a foreign currency against the
U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign currency.
Currency rate changes can also affect the distributions the
Fund makes from the income it receives from foreign
securities. Foreign investing can result in higher
transaction and operating costs for the Fund. Foreign
issuers are not subject to the same accounting and
disclosure requirements to which U.S. companies are
subject. The value of foreign investments may be affected
by exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes,
delays in settlement of transactions, changes in
governmental economic or monetary policy in the U.S. or
abroad, or other political and economic factors. ADRs may
not necessarily be denominated in the same currency as the
securities into which they may be converted.
How Risky are the Funds Overall? The risks described above
collectively form the overall risk profile of the Funds,
and can affect the value of the Funds' investments, their
investment performance and their prices per share.
Particular investments and investment strategies have
risks. Both Funds are also subject to the risk that the
stocks the Manager selects will underperform the stock
market, the relevant indices or other funds with similar
investment objectives and investment strategies. By
focusing on a comparatively smaller number of investments
and industry sectors, Growth Fund's risk is increased
because each investment has a greater effect on its
performance.
In the short term, the stock markets can be volatile,
and the prices of the Funds' shares can go up and down
substantially. Growth stocks may be more volatile than
other equity investments. The Funds generally do not use
income-oriented investments to help cushion their total
returns from changes in stock prices.
REASONS FOR THE REORGANIZATION
At a meeting of the Board of Trustees of Jennison
Growth Fund held April 28, 2003, the Board considered
whether to approve the proposed Reorganization and reviewed
and discussed with the Manager and independent legal
counsel the materials provided by the Manager relevant to
the proposed Reorganization. Included in the materials was
information with respect to the Funds' respective
investment objectives and policies, management fees,
distribution fees and other operating expenses, historical
performance and asset size.
The Board reviewed information demonstrating that
Jennison Growth Fund is a significantly smaller fund with
approximately $10.4 million in net assets as of April 23,
2003. The Board anticipates that Jennison Growth Fund's
assets will not increase substantially in size in the near
future and that its expense ratio might remain high as
fixed expenses are borne by a relatively small fund. In
comparison, Growth Fund had approximately $1.4 billion in
net assets as of April 23, 2003. After the Reorganization,
the shareholders of Jennison Growth Fund would become
shareholders of a larger fund that is anticipated to have
lower overall operating expenses than Jennison Growth
Fund. There can be no assurances that lower operating
expenses will continue into the future. Economies of scale
may benefit shareholders of Jennison Growth Fund.
The Board considered the fact that both Funds have
similar investment objectives. Jennison Growth Fund seeks
long-term growth of capital and Growth Fund seeks capital
appreciation. Additionally, the Board considered that
both Funds invest in stocks that, in the opinion of the
Fund's investment advisor are growth companies.
Furthermore, their respective focuses are similar. Growth
Fund currently focuses on stocks of companies having a
large or mid-size market capitalization, meaning above $2
billion. Similarly, under normal market conditions,
Jennison Growth Fund invests at least 65% of its total
assets in equity-related securities of companies that
exceed $1 billion in market capitalization and that the
portfolio managers believe have above-average growth
prospects. The Board then considered that the strategies
and associated risks of the two Funds differs because
Growth Fund focuses its investments on the stocks of
between 20 to 60 companies across relatively few
industries. Lastly, both Funds can invest in foreign
securities.
The Board noted that Growth Fund's management fee
ratio is lower than that of Jennison Growth Fund. The
Board also considered that Growth Fund's performance has
been comparable or slightly better than that of Jennison
Growth Fund. The Board also considered that the procedures
for purchases, exchanges and redemptions of shares of both
Funds are very similar and that both Funds offer similar
investor services and options.
The Board also considered the terms and conditions of
the Reorganization, including that there would be no sales
charge imposed in effecting the Reorganization and that the
Reorganization is expected to be a tax-free
reorganization. The Board concluded that Jennison Growth
Fund's participation in the transaction is in the best
interests of the Fund and its shareholders, notwithstanding
that the lower pro forma expenses of the combined Funds
(relative to Jennison Growth Fund) and the historically
better performance of Growth Fund are subject to change,
and that the Reorganization would not result in a dilution
of the interests of existing shareholders of Jennison
Growth Fund.
After consideration of the above factors, and such
other factors and information as the Board of Jennison
Growth Fund deemed relevant, the Board, including the
Trustees who are not "interested persons" (as defined in
the Investment Company Act) of either Jennison Growth Fund
or the Manager (the "Independent Trustees"), unanimously
approved the Reorganization and the Reorganization
Agreement and voted to recommend its approval to the
shareholders of Jennison Growth Fund.
The Board of Growth Fund also determined that the
Reorganization was in the best interests of Growth Fund and
its shareholders and that no dilution would result to those
shareholders. Growth Fund shareholders do not vote on the
Reorganization. The Board of Growth Fund, including the
Independent Trustees, unanimously approved the
Reorganization and the Reorganization Agreement.
For the reasons discussed above, the Board, on behalf
of Jennison Growth Fund, recommends that you vote FOR the
Reorganization Agreement. If shareholders of Jennison
Growth Fund do not approve the Reorganization Agreement,
the Reorganization will not take place.
INFORMATION ABOUT THE REORGANIZATION
This is only a summary of the material terms of the
Reorganization Agreement. You should read the actual form
of Reorganization Agreement. It is attached as Exhibit A.
How Will the Reorganization be Carried Out?
If the shareholders of Jennison Growth Fund approve
the Reorganization Agreement, the Reorganization will take
place after various conditions are satisfied by Jennison
Growth Fund and Growth Fund, including delivery of certain
documents. The Closing Date is presently scheduled for
October 17, 2003 and the Valuation Date is presently
scheduled for October 16, 2003.
If shareholders of Jennison Growth Fund approve the
Reorganization Agreement, Jennison Growth Fund will deliver
to Growth Fund substantially all of its net assets on the
Closing Date. In exchange, shareholders of Jennison Growth
Fund will receive Class A, Class B, Class C, Class N and
Class Y Growth Fund shares that have a value equal to the
dollar value of the assets delivered by Jennison Growth
Fund to Growth Fund. Jennison Growth Fund will then be
liquidated and its outstanding shares will be cancelled.
The stock transfer books of Jennison Growth Fund will be
permanently closed at the close of business on the
Valuation Date. Only redemption requests received by the
Transfer Agent in proper form on or before the close of
business on the Valuation Date will be fulfilled by
Jennison Growth Fund. Redemption requests received after
that time will be considered requests to redeem shares of
Growth Fund.
Shareholders of Jennison Growth Fund who vote their
Class A, Class B, Class C, Class N and Class Y shares in
favor of the Reorganization will be electing in effect to
redeem their shares of Jennison Growth Fund at net asset
value on the Valuation Date, after Jennison Growth Fund
subtracts a cash reserve, and reinvests the proceeds in
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund at net asset value. The cash reserve is that
amount retained by Jennison Growth Fund, which is deemed
sufficient in the discretion of the Board for the payment
of the Fund's outstanding debts, taxes and expenses of
liquidation. The cash reserve is estimated to be
approximately $33,000 cash. This amount of cash reserve is
reflected in the pro forma presentation of net asset value
above. Any debts paid out of the cash reserve will be
those debts, taxes or expenses of liquidation incurred by
the Jennison Growth Fund on or before the Closing Date.
Growth Fund is not assuming any debts of Jennison Growth
Fund except debts for unsettled securities transactions and
outstanding dividend and redemption checks. Jennison
Growth Fund will recognize capital gain or loss on any
sales of portfolio securities made prior to the
Reorganization. The sales contemplated in the
Reorganization are anticipated to be in the ordinary course
of business of Jennison Growth Fund's activities.
Under the Reorganization Agreement, within one year
after the Closing Date, Jennison Growth Fund shall: (a)
either pay or make provision for all of its debts and
taxes; and (b) either (i) transfer any remaining amount of
the cash reserve to Growth Fund, if such remaining amount
is not material (as defined below) or (ii) distribute such
remaining amount to the shareholders of Jennison Growth
Fund who were shareholders on the Valuation Date. The
remaining amount shall be deemed to be material if the
amount to be distributed, after deducting the estimated
expenses of the distribution, equals or exceeds one cent
per share of the number of Jennison Growth Fund shares
outstanding on the Valuation Date. In order to qualify for
this rebate, it is not necessary for a shareholder of
Jennison Growth to continue to hold shares of the combined
entity after the Closing Date. If the cash reserve is
insufficient to satisfy any of Jennison Growth Fund's
liabilities, the Manager will assume responsibility for any
such unsatisfied liability. Within one year after the
Closing Date, Jennison Growth Fund will complete its
liquidation.
Under the Reorganization Agreement, either Jennison
Growth Fund or Growth Fund may abandon and terminate the
Reorganization Agreement for any reason and there shall be
no liability for damages or other recourse available to the
other Fund, provided, however, that in the event that one
of the Funds terminates this Agreement without reasonable
cause, it shall, upon demand, reimburse the other Fund for
all expenses, including reasonable out-of-pocket expenses
and fees incurred in connection with this Agreement.
To the extent permitted by law, the Funds may agree
to amend the Reorganization Agreement without shareholder
approval. They may also agree to terminate and abandon the
Reorganization at any time before or, to the extent
permitted by law, after the approval of shareholders of
Jennison Growth Fund.
Who Will Pay the Expenses of the Reorganization?
The cost of printing and mailing the proxies and this
Prospectus and Proxy Statement will be borne by Jennison
Growth Fund. Those printing costs and mailing costs are
estimated to be $12,248 and $3,693, respectively. The
Funds will bear the cost of their respective tax opinions.
Any documents such as existing prospectuses or annual
reports that are included in the proxy mailing or at a
shareholder's request will be a cost of the Fund issuing
the document. Any other out-of-pocket expenses associated
with the Reorganization will be paid by the Funds in the
amounts incurred by each. The approximate cost of the
Reorganization is $30,971 for Jennison Growth Fund and
$15,655 for Growth Fund.
What are the Tax Consequences of the Reorganization?
The Reorganization is intended to qualify as a
tax-free reorganization for federal income tax purposes
under Section 368(a)(1) of the Internal Revenue Code of
1986, as amended. Based on certain assumptions and
representations received from Jennison Growth Fund and
Growth Fund, it is expected to be the opinion of Deloitte &
Touche LLP, tax advisor to Jennison Growth Fund, that
shareholders of Jennison Growth Fund will not recognize any
gain or loss for federal income tax purposes as a result of
the exchange of their shares for shares of Growth Fund, and
that shareholders of Growth Fund will not recognize any
gain or loss upon receipt of Jennison Growth Fund's
assets. In addition, neither Fund is expected to recognize
a gain or loss as a result of the Reorganization. The
holding period of Growth Fund shares received in that
exchange will include the period that Jennison Growth Fund
shares were held (provided such shares were held as a
capital asset on the Closing Date). If this type of tax
opinion is not forthcoming by the Closing Date, the Fund
may still choose to go forward with the Reorganization,
pending re-solicitation of shareholders and shareholder
approval.
Immediately prior to the Valuation Date, Jennison
Growth Fund will pay a dividend which will have the effect
of distributing to Jennison Growth Fund's shareholders all
of Jennison Growth Fund's net investment company taxable
income for taxable years ending on or prior to the Closing
Date (computed without regard to any deduction for
dividends paid) and all of its net capital gains, if any,
realized in taxable years ending on or prior to the Closing
Date (after reduction for any available capital loss
carry-forward). Such dividends will be included in the
taxable income of Jennison Growth Fund's shareholders as
ordinary income and capital gain, respectively.
You will continue to be responsible for tracking the
purchase cost and holding period of your shares and should
consult your tax advisor regarding the effect, if any, of
the Reorganization in light of your individual
circumstances. You should also consult your tax advisor as
to state and local and other tax consequences, if any, of
the Reorganization because this discussion only relates to
federal income tax consequences.
What should I know about Class A, Class B, Class C, Class N
and Class Y shares of each Fund?
The rights of shareholders of both Funds are
substantially the same. Class A, Class B, Class C, Class N
and Class Y shares of Growth Fund will be distributed to
shareholders of Class A, Class B, Class C, Class N and
Class Y shares of Jennison Growth Fund, respectively, in
connection with the Reorganization. Each share will be
fully paid and nonassessable when issued, will have no
preemptive or conversion rights and will be transferable on
the books of Growth Fund. Each Fund's Declaration of Trust
contains an express disclaimer of shareholder or Trustee
liability for the Fund's obligations, and provides for
indemnification and reimbursement of expenses out of its
property for any shareholder held personally liable for its
obligations. Neither Fund permits cumulative voting. The
shares of Growth Fund will be recorded electronically in
each shareholder's account. Growth Fund will then send a
confirmation to each shareholder. Shareholders of Class A
shares of Jennison Growth Fund holding certificates
representing their shares will not be required to surrender
their certificates in connection with the reorganization.
However, former Class A shareholders of Jennison Growth
Fund whose shares are represented by outstanding share
certificates will not be allowed to redeem, transfer or
pledge shares of Growth Fund they receive in the
Reorganization until the certificates for the exchanged
Jennison Growth Fund shares have been returned to the
Transfer Agent.
Like Jennison Growth Fund, Growth Fund does not
routinely hold annual shareholder meetings.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
This section describes key investment policies of
Jennison Growth Fund and Growth Fund, and certain
noteworthy differences between the investment objectives
and policies of the two Funds. For a complete description
of Growth Fund's investment policies and risks, please
review its Prospectus and Statement of Additional
Information dated October 23, 2002 revised February 12,
2003, as supplemented July 18, 2003. That Prospectus is
attached to this Prospectus and Proxy Statement as an
enclosure and is incorporated herein by reference.
Are there any significant differences between the
investment objectives and strategies of the Funds?
In considering whether to approve the Reorganization,
shareholders of Jennison Growth Fund should consider the
differences in investment objectives, policies and risks of
the Funds. Additional information about both Funds is set
forth in their respective Statements of Additional
Information and Annual Reports, which may be obtained upon
request to the Transfer Agent. See "Information about
Jennison Growth Fund" and "Information about Growth Fund."
Jennison Growth Fund and Growth Fund have similar
investment objectives. Growth Fund seeks capital
appreciation and Jennison Growth Fund seeks long-term
growth of capital. Additionally, both Funds invest
primarily in the common stocks of U.S. companies. However,
Growth Fund focuses its portfolio by investing in between
20 to 60 companies. As such, the strategy of investing in
relatively few companies and industries may subject the
Fund to greater risk and increased volatility than a less
focused fund. Furthermore, both Funds may invest in
foreign securities. Specifically, Jennison Growth Fund may
invest up to 20% of its total assets in foreign securities
of both foreign governments and companies and Growth Fund
may invest up to 25% of its total assets in foreign equity
and debt securities.
What are the Main Risks Associated with an Investment in
the Funds?
Like all investments, an investment in both of the
Funds involves risk. There is no assurance that either
Fund will meet its investment objective. The achievement
of the Funds' goals depends upon market conditions,
generally, and on the portfolio manager's analytical and
portfolio management skills. The risks described below
collectively form the risk profiles of the Funds, and can
affect the value of the Funds' investments, investment
performance and prices per share. There is also the risk
that poor securities selection by the Manager or Subadvisor
will cause the respective Fund to underperform other funds
having a similar objective. These risks mean that you can
lose money by investing in either Fund. When you redeem
your shares, they may be worth more or less than what you
paid for them.
How Do the Investment Policies of the Funds Compare?
Both Funds invest primarily in growth stocks and
currently focus on more established U.S. companies.
Although the Funds do not limit their investments to
issuers in a particular market capitalization range or
ranges, they currently focus on large-cap and mid-cap
issuers. To focus its portfolio, Growth Fund normally
invests in between 20 and 60 companies of relatively few
industries.
Other Equity Securities. Both Funds emphasize investments
in common stocks. However, Jennison Growth Fund can buy
preferred stocks, warrants and securities convertible into
common stock, which may be subject to credit risks and
interest rate risks. Growth Fund can by preferred stocks
and securities convertible into common stock. Jennison
Growth Fund may also invest in American Depository Receipts
("ADRs"), warrants and rights that can be exercised to
obtain stock, and real estate investment trusts.
Industry Focus. Growth Fund invests in between 20 to 60
companies of relatively few industries. Stocks of issuers
in a particular industry might be affected by changes in
economic conditions or by changes in government
regulations, availability of basic resources or supplies,
or other events that affect that industry more than
others. To the extent that the Growth Fund has a greater
emphasis on investments in a particular industry, its share
values may fluctuate in response to events affecting that
industry. As such, if those industries are volatile or
more volatile than others due to industry-specific factors,
there is the possibility that the Fund's share price will
be more volatile than funds that have broader exposure.
Cyclical Opportunities. Jennison Growth Fund may seek to
take advantage of changes in the business cycle by
investing in companies that are sensitive to those changes
if the Subadvisor believes they have growth potential. For
example, when the economy is expanding, companies in the
consumer durables and technology sectors may benefit and
offer long-term growth opportunities. The Fund may seek to
take tactical advantage of short-term market movements or
events affecting particular issuers or industries.
Foreign Investing. Both Funds can purchase equity
securities issued or guaranteed by foreign companies or
debt securities issued by foreign governments. Jennison
Growth Fund can invest up to 20% of its total assets in
foreign securities, including both foreign governments and
companies but does not expect to hold significant amounts
of foreign debt securities. Growth Fund currently limits
its investments in foreign securities to not more than 10%
of its total assets, although it has the ability to invest
up to 25% of its total assets.
Jennison Growth Fund may invest in the securities of
foreign issuers in the form of ADRs, European Depository
Receipts ("EDRs") or other securities convertible into
securities of foreign issuers. For purposes of the limits
above, the Subadvisor does not consider ADRs and other
similar receipts or shares to be foreign securities.
Jennison Growth Fund may purchase the securities of
certain foreign investment corporations called passive
foreign investment companies ("PFICs") and is subject to
certain percentage limitations under the Investment Company
Act relating to the purchase of securities of investment
companies, and, consequently, Jennison Growth Fund may
subject its investments in other investment companies,
including PFICs, to the limitation that no more than 10% of
the value of the Fund's total assets may be invested in
such securities.
While foreign securities offer special investment
opportunities, they also have special risks. The change in
value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities
denominated in that foreign currency. Foreign issuers are
not subject to the same accounting and disclosure
requirements to which U.S. companies are subject. The
value of foreign investments may be affected by exchange
control regulations, expropriation or nationalization of a
company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary
policy in the U.S. or abroad, or other political and
economic factors.
Special Risks of Emerging Markets. Jennison Growth Fund
can invest in emerging markets. In contrast, Growth Fund
does not. Emerging and developing markets present risks
not found in more mature markets. Emerging and developing
markets abroad may also offer special opportunities for
growth investing but have greater risks than more developed
foreign markets, such as those in Europe, Canada,
Australia, New Zealand and Japan. There may be less
liquidity in their securities markets, and settlements of
purchases and sales of securities may be subject to
additional delays. They are subject to greater risks of
limitations on the repatriation of income and profits
because of currency restrictions imposed by local
governments. Those countries may also be subject to the
risk of greater political and economic instability, which
can greatly affect the volatility of prices of securities
in those countries.
Illiquid and Restricted Securities. Both Funds can invest
in illiquid or restricted securities. Growth Fund will not
invest more than 10% of its net assets in illiquid or
restricted securities. However, the Board of the Fund can
increase that limit to 15%. Jennison Growth Fund will not
invest more than 15% of its net assets in illiquid or
restricted securities. Investments may be illiquid because
they do not have an active trading market, making it
difficult to value them or dispose of them promptly at an
acceptable price. Restricted securities may have terms
that limit their resale to other investors or may require
registration under federal securities laws before they can
be sold publicly.
Derivative Investments. Both Funds can invest in a number
of different kinds of "derivative" investments. However,
neither Fund uses or contemplates using derivatives or
hedging instruments to a significant degree and the Funds
are not obligated to use them in seeking their objectives.
In general terms, a derivative investment is an investment
contract whose value depends on (or is derived from) the
value of an underlying asset, interest rate or index.
Jennison Growth Fund can use options, futures contracts,
structured notes such as indexed securities or inverse
securities, equity-linked debt securities of an issuer,
collateralized mortgage obligations ("CMOs") and hedging
instruments. Growth Fund can use options, futures
contracts, equity-linked debt securities of an issuer and
other hedging instruments. In addition to using
derivatives for hedging, both Funds might use other
derivative investments because they offer the potential for
increased income and principal value.
Derivatives have risks. If the issuer of the
derivative does not pay the amount due, the Funds can lose
money on the investment. The underlying security or
investment on which the derivative is based, and the
derivative itself, might not perform the way the Manager of
Growth Fund and the Subadvisor of Jennison Growth Fund
expected it to perform. Interest rate and stock market
changes in the U.S. and abroad may also influence the
performance of derivatives. As a result of these risks,
both Funds could realize less principal or income from the
investment than expected or their hedge might be
unsuccessful. If that happens, the Funds' share prices
could fall. Certain derivative investments held by the
Funds may be illiquid.
Certain types of investments or trading strategies
(such as borrowing money to increase the amount of
investment) may be subject to leverage risk. This means a
relatively small market movement may result in large
changes in the value of an investment. Certain investments
or trading strategies that involve leverage can result in
losses that greatly exceed the amount originally invested.
Derivatives may be difficult or impossible to sell at the
time that the seller would like or at the price that the
seller believes the security is currently worth.
Hedging. Both Funds can buy and sell certain kinds of
futures contracts, put and call options and forward
contracts and in the case of Jennison Growth Fund, swaps.
These are all referred to as "hedging instruments." The
Funds are not required to hedge to seek their objectives.
The Funds have limits on their use of hedging and types of
hedging instruments that can be used, and do not use them
for speculative purposes.
Some of these strategies could be used to hedge the
Funds' portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options, could
increase the Funds' exposure to the securities market.
Forward contracts can be used to try to manage foreign
currency risks on the Funds' foreign investments. Foreign
currency options can be used to try to protect against
declines in the dollar value of foreign securities the
Funds own, or to protect against an increase in the dollar
cost of buying foreign securities.
There are also special risks in particular hedging
strategies. Options trading involves the payment of
premiums and has special tax effects on the Funds. If the
Subadvisor for Jennison Growth Fund, and the Manager for
Growth Fund used a hedging instrument at the wrong time or
judged market conditions incorrectly, the hedge might fail
and the strategy could reduce the Funds' return. Both
Funds could also experience losses if the prices of their
futures and options positions were not correlated with
their other investments or if they could not close out a
position because of an illiquid market.
Portfolio Turnover. Both Funds can engage in short-term
trading to seek their objective and each may have a
turnover rate in excess of 100% annually, which may be
considered high. Portfolio turnover affects brokerage
costs the Funds pay. If the Funds realize capital gains
when portfolio investments are sold, generally they must
pay out those gains to shareholders, increasing taxable
distributions.
Debt Securities. Jennison Growth Fund may invest in
corporate bond obligations, as well as government
obligations and mortgage-related securities. Debt
securities are selected primarily for their income
possibilities and their relative emphasis in the portfolio
may be greater when the stock market is volatile. For
example, when interest rates are falling, or when the
credit quality of a particular issuer is improving, the
portfolio manager might buy debt securities for their own
appreciation possibilities. Jennison Growth Fund has no
limit on the range of maturities of the debt securities it
can buy.
The Subadvisor for Jennison Growth Fund does not rely
solely on ratings by rating organizations in selecting debt
securities, but also uses its own judgment to evaluate
particular issues as well as business and economic factors
affecting an issuer. The debt securities the Fund buys may
be rated by nationally-recognized rating organizations or
they may be unrated securities assigned a rating by the
Subadvisor.
Investing in Small, Unseasoned Companies. Both Funds can
invest in small, unseasoned companies. Jennison Growth
Fund can invest without limit and, as a fundamental policy,
Growth Fund will not invest more than 15% of total assets
(current intent is not to exceed 5% of net assets) in
securities of small, unseasoned companies. These are
companies that have been in operation for less than three
years, including the operations of any predecessors.
Securities of these companies may be subject to volatility
in their prices. They may have a limited trading market,
which may adversely affect the Funds' ability to dispose of
them and can reduce the price the Funds might be able to
obtain for them. Other investors that own a security
issued by a small, unseasoned issuer for which there is
limited liquidity might trade the security when the Funds
are attempting to dispose of their holdings of that
security. In that case the Funds might receive a lower
price for their holdings than might otherwise be obtained.
These are more speculative securities and can increase the
Funds' overall portfolio risks.
Investment in Other Investment Companies. Both Funds can,
under certain circumstances, invest in other investment
companies. Jennison Growth Fund can invest up to 10% of
its total assets in shares of other investment companies.
It can invest up to 5% of its total assets in any one
investment company, but cannot own more than 3% of the
outstanding voting securities of that investment company.
These limitations do not apply to shares acquired in a
merger, consolidation, reorganization or acquisition.
As a non-fundamental policy, Growth Fund generally
cannot invest in securities of other investment companies,
except to the extent permitted under the Investment Company
Act, the rules or regulations thereunder or any exemption
therefrom, as such statute, rules or regulations may be
amended or interpreted from time to time.
An investment in another investment company may
involve the payment of substantial premiums above the value
of such investment company's portfolio securities and is
subject to limitations under the Investment Company Act.
As a shareholder in an investment company, a fund would be
subject to its ratable share of that investment company's
expenses, including its advisory and administration fees.
At the same time, that fund would bear its own management
fees and other expenses. The Funds do not intend to invest
in other investment companies unless the Manager or the
Subadvisor believes that the potential benefits of the
investment justify the payment of any premiums or sales
charges.
Repurchase Agreements. Both Funds can acquire securities
subject to repurchase agreements. In a repurchase
transaction, the Funds buy a security from, and
simultaneously resell it to, an approved vendor for
delivery on an agreed-upon future date. The resale price
exceeds the purchase price by an amount that reflects an
agreed-upon interest rate effective for the period during
which the repurchase agreement is in effect. Approved
vendors include U.S. commercial banks, U.S. branches of
foreign banks, or broker-dealers that have been designated
as primary dealers in government securities. They must meet
credit requirements set by the Funds' Manager from time to
time.
The majority of these transactions run from day to
day, and delivery pursuant to the resale typically occurs
within one to five days of the purchase. Repurchase
agreements having a maturity beyond seven days are subject
to the Funds' limits on holding illiquid investments. The
Funds will not enter into a repurchase agreement that
causes more than 15% of Jennison's Growth Fund's net assets
and 10% of Growth Fund's net assets to be subject to
repurchase agreements having a maturity beyond seven days.
There is no limit on the amount of the Funds' net assets
that may be subject to repurchase agreements having
maturities of seven days or less.
Pursuant to an Exemptive Order issued by the SEC, the
Funds, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or
more joint repurchase accounts. These balances are
invested in one or more repurchase agreements, secured by
U.S. government securities. Securities that are pledged as
collateral for repurchase agreements are held by a
custodian bank until the agreements mature. Each joint
repurchase arrangement requires that the market value of
the collateral be sufficient to cover payments of interest
and principal; however, in the event of default by the
other party to the agreement, retention or sale of the
collateral may be subject to legal proceedings.
Loans of Portfolio Securities. Both Funds can lend their
portfolio securities to brokers, dealers and other types of
financial institutions approved by the Funds' Boards of
Trustees to raise cash for liquidity purposes. These loans
are limited to not more than 25% of the value of each of
the Funds' total assets. The Funds currently do not intend
to engage in loans of securities, but if they do so, such
loans will not likely exceed 5% of each of the Funds' total
assets.
There are some risks in connection with securities
lending. The Funds might experience a delay in receiving
additional collateral to secure a loan, or a delay in
recovery of the loaned securities if the borrower
defaults. The Funds must receive collateral for a loan.
When they lend securities, the Funds receive amounts
equal to the dividends or interest on loaned securities.
They also receive one or more of (a) negotiated loan fees,
(b) interest on securities used as collateral, and (c)
interest on any short-term debt securities purchased with
such loan collateral. Either type of interest may be shared
with the borrower. The Funds may also pay reasonable
finder's, custodian and administrative fees in connection
with these loans. The terms of the Funds' loans must meet
applicable tests under the Internal Revenue Code and must
permit the Funds to reacquire loaned securities on five
days' notice or in time to vote on any important matter.
Interfund Borrowing and Lending Arrangements. Both Funds
may engage in borrowing and lending activities with other
funds in the OppenheimerFunds complex consistent with both
Funds' fundamental policies and pursuant to an exemptive
order issued by the SEC. Implementation of interfund
lending will be accomplished consistent with applicable
regulatory requirements, including the provisions of the
SEC order.
The Funds will not borrow from affiliated funds
unless the terms of the borrowing arrangement are at least
as favorable as the terms the Funds could otherwise
negotiate with a third party. To assure that the Funds
will not be disadvantaged by borrowing from an affiliated
fund, certain safeguards may be implemented.
There is a risk that a borrowing fund could have a
loan called on one day's notice. In that circumstance, the
Funds might have to borrow from a bank at a higher interest
cost if money to lend were not available from another
Oppenheimer fund. When a fund lends assets to another
affiliated fund, the fund is subject to the credit that the
borrowing fund fails to repay the loan.
Real Estate Investment Trusts. Only Jennison Growth Fund
may invest in equity Real Estate Investment Trusts
("REITs"). REITs are entities which either own properties
or make construction or mortgage loans. Equity REITs may
also include operating or financing companies. Equity REITs
own real estate directly and the value of, and income
earned by, the Fund depends upon the income of the
underlying properties and the rental income they earn.
Equity REITs can also realize capital gains by selling
properties that have appreciated in value. The value of
securities issued by REITs are affected by tax and
regulatory requirements and by perceptions of management
skill. They are also subject to heavy cash flow dependency,
defaults by borrowers or tenants, self-liquidation, the
possibility of failing to qualify for tax-free status under
the Internal Revenue Code, and failing to maintain
exemption from the Investment Company Act. Because REITs
normally pay on advisory fee and other expenses, a
shareholder in these Funds may be subject to duplicative
fees and expenses.
Short Sales. Only Jennison Growth Fund may invest in short
positions. Jennison Growth Fund may make short sales of
securities, either as a hedge against potential declines in
value of a portfolio security or to realize appreciation
when a security that the Fund does not own declines in
value. Jennison Growth Fund will not make a short sale if,
after giving effect to such sale, the market value of all
securities sold short exceeds 5% of the value of its total
assets. Jennison Growth Fund may also make short sales
"against the box" without being subject to such
limitations. In this type of short sale, at the time of
the sale, the Fund owns or has the immediate and
unconditional right to acquire the identical security at no
additional cost.
Temporary Defensive and Interim Investments. In times of
adverse or unstable market, economic or political
conditions, both Funds can invest up to 100% of their
assets in temporary defensive investments that are
inconsistent with the Funds' principal investment
strategies. Generally they would be cash equivalents (such
as commercial paper), money market instruments, short-term
debt securities, U.S. government securities, repurchase
agreements and in the case of Jennison Growth Fund,
purchase and sales contracts and other investment grade
debt securities. Both Funds can invest in such short-term
securities for cash management purposes. To the extent the
Funds invest defensively in these securities, they might
not achieve their investment objectives.
What are the fundamental investment restrictions of the
Funds?
Both Funds have certain additional investment
restrictions that are fundamental policies, changeable only
by shareholder approval. Both Funds' investment objectives
are fundamental policies. Generally, these investment
restrictions are similar between the Funds and are
discussed below:
Diversification: Neither Fund can buy securities issued
or guaranteed by any one issuer if more than 5% of its
total assets would be invested in securities of that
issuer or if it would then own more than 10% of that
issuer's voting securities. That restriction applies to
75% of the Fund's total assets. The limit does not
apply to securities issued by the U.S. Government or any
of its agencies or instrumentalities (or securities of
other investment companies for Jennison Growth Fund).
Commodities: Neither Fund can invest in commodities,
except as described herein. Jennison Growth Fund cannot
invest in physical commodities or physical commodity
contracts. However, the Fund can buy and sell hedging
instruments to the extent specified in its Prospectus
and its Statement of Additional Information from time to
time. Jennison Growth Fund can also buy and sell
options, futures, securities or other instruments backed
by, or the investment return from which, is linked to
changes in the price of, physical commodities. Growth
Fund cannot invest in commodities or commodity contracts
other than the hedging instruments permitted by any of
its other fundamental policies, whether or not such
hedging instrument is considered to be a commodity or
commodity contract
Loans: Neither Fund can make loans, except as described
herein. Jennison Growth Fund cannot make loans except
(a) through lending of securities, (b) through the
purchase of debt instruments, loan participations or
similar evidences of indebtedness, (c) through an
inter-fund lending program with other affiliated funds,
and (d) through repurchase agreements. Growth Fund
cannot make loans, except to the extent permitted under
the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom that is applicable
to the Fund, as such statute, rules or regulations may
be amended or interpreted from time to time.
Borrowing: Neither Fund can borrow, except as described
herein. Jennison Growth Fund cannot borrow money in
excess of 33 1/3% of the value of its total assets.
Jennison Growth Fund may borrow only from banks and/or
affiliated investment companies. With respect to this
fundamental policy, Jennison Growth Fund can borrow only
if it maintains a 300% ratio of assets to borrowings at
all times in the manner set forth in the Investment
Company Act. Growth Fund may not borrow money, except
as permitted by the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom that
is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to
time.
Concentration: Neither Fund can concentrate
investments, meaning that neither Fund can invest 25%
or more of its total assets in companies in any one
industry. The limit for Growth Fund does not apply to
securities issued or guaranteed by the U.S. government
or its agencies and instrumentalities or securities
issued by investment companies.
Underwriting: Neither Fund can underwrite securities of
other companies. A permitted exception is in case a Fund
is deemed to be an underwriter under the Securities Act
of 1933 when reselling any securities held in their own
portfolio.
Real Estate: Neither Fund can invest in real estate.
However, each Fund can purchase readily-marketable
securities of companies holding real estate or interests
in real estate.
Senior Securities: Neither Fund can issue senior
securities. However, that restriction does not prohibit
either Fund from borrowing money subject to the Funds'
existing investment policies and from entering into
margin, collateral or escrow arrangements permitted by
its other investment policies. Growth Fund's policy
regarding senior securities is an operating policy which
is not a fundamental policy but which will not be
changed without shareholder approval.
Percentage Restrictions: Only Growth Fund has a
fundamental policy pursuant to which the Fund cannot
deviate from the percentage restrictions that apply to
its investments in small, unseasoned companies,
borrowing for leverage and loans of portfolio securities.
Do the Funds have any Restrictions that are not
Fundamental? The Funds have a number of other
investment restrictions that are not fundamental
policies, which means that they can be changed by vote
of a majority of a Fund's Board of Trustees without
shareholder approval (except as indicated below).
Investment for Control: Jennison Growth Fund cannot
invest in companies for the purpose of acquiring control
or management of them.
Pledging Assets: Jennison Growth Fund cannot pledge,
mortgage or hypothecate any of its assets. However, this
does not prohibit the escrow arrangements contemplated
by writing covered call options or other collateral or
margin arrangements in connection with any of the
hedging instruments permitted by any of its other
investment policies.
How do the Account Features and Shareholder Services for
the Funds Compare?
Investment Management - Pursuant to each investment
advisory agreement, the Manager acts as the investment
advisor for both Funds. For Jennison Growth Fund, the
Manager has retained Jennison Associates LLC, the
Subadvisor, to provide day-to-day portfolio management.
The sub-advisory fee is paid by the Manager based on the
Fund's average annual net assets. Under the Subadvisory
Agreement for Jennison Growth Fund, the Subadvisor shall
regularly provide investment advice with respect to the
Fund, invest and reinvest cash, securities and the property
comprising the assets of the Fund and arrange portfolio
transactions for the Fund. Under the Subadvisory Agreement,
the Subadvisor agrees to provide reasonable assistance in
the distribution and marketing of the Fund.
The investment advisory agreements state that the
Manager will provide administrative services for the Funds,
including compilation and maintenance of records,
preparation and filing of reports required by the SEC,
reports to shareholders, and composition of proxy
statements and registration statements required by federal
and state securities laws. The administrative services to
be provided by the Manager under the investment advisory
agreement will be at its own expense.
Expenses not expressly assumed by the Manager under
each Fund's investment advisory agreement or by the
Distributor under the General Distributor's Agreement are
paid by the Funds. The investment advisory agreements list
examples of expenses paid by the Funds, the major
categories of which relate to interest, taxes, brokerage
commissions, fees to certain Trustees, legal and audit
expenses, custodian and transfer agent expenses, share
issuance costs, certain printing and registration costs and
non-recurring expenses, including litigation costs.
Both investment advisory agreements generally provide
that in the absence of willful misfeasance, bad faith,
gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the
investment advisory agreement, the Manager is not liable
for any loss sustained by reason of good faith errors or
omissions in connection with any matters to which the
agreement(s) relate. The agreements permit the Manager to
act as investment advisor for any other person, firm or
corporation. Pursuant to each agreement, the Manager is
permitted to use the name "Oppenheimer" in connection with
other investment companies for which it may act as
investment advisor or general distributor. If the Manager
shall no longer act as investment advisor to the Funds, the
Manager may withdraw the right of the Funds to use the name
"Oppenheimer" as part of their names.
The Manager is controlled by Oppenheimer Acquisition
Corp., a holding company owned in part by senior officers
of the Manager and ultimately controlled by Massachusetts
Mutual Life Insurance Company, a mutual life insurance
company that also advises pension plans and investment
companies. The Manager has been an investment advisor
since January 1960. The Manager (and its subsidiaries and
controlled affiliates) managed more than $130 billion in
assets as of June 30, 2003, including other Oppenheimer
funds with more than seven million shareholder accounts.
The Manager is located at 498 Seventh Avenue, New York, New
York 10018. OppenheimerFunds Services, a division of the
Manager, acts as transfer and shareholder servicing agent
and is paid an annual per account fee by each of Jennison
Growth Fund and Growth Fund and by certain other open-end
funds managed by the Manager and its affiliates.
Distribution - Pursuant to General Distributor's
Agreements, the Distributor acts as principal underwriter
in a continuous public offering of shares of Jennison
Growth Fund and Growth Fund, but is not obligated to sell a
specific number of shares. Expenses normally attributable
to sales, including advertising and the cost of printing
and mailing prospectuses other than those furnished to
existing shareholders, are borne by the Distributor, except
for those for which the Distributor is paid under each
Fund's Rule 12b-1 Distribution and Service Plan described
below.
Both Funds have adopted a Service Plan and Agreement
under Rule 12b-1 of the Investment Company Act for their
Class A shares. The Service Plan provides for the
reimbursement to the Distributor for a portion of its costs
incurred in connection with the personal service and
maintenance of accounts that hold Class A shares of the
respective Funds. Under the service plans reimbursement is
made quarterly at an annual rate that may not exceed 0.25%
of the average annual net assets of Class A shares of the
respective Funds. The Distributor currently uses all of
those fees to compensate dealers, brokers, banks and other
financial institutions quarterly for expenses they incur in
providing personal service and maintenance of accounts of
their customers that hold Class A shares of the respective
Funds.
Both Funds have adopted Distribution and Service
Plans under Rule 12b-1 of the Investment Company Act for
their Class B, Class C and Class N shares. The Funds'
Plans compensate the Distributor for its services in
distributing Class B, Class C and Class N shares and
servicing accounts. Under both Funds' Plans, the Funds pay
the Distributor an asset-based sales charge at an annual
rate of 0.75% of Class B and Class C assets, and an annual
asset-based sales charge of 0.25% on Class N shares. The
Distributor also receives a service fee of 0.25% of average
annual net assets under each Plan. All fee amounts are
computed on the average annual net assets of the class
determined as of the close of each regular business day of
each Fund. The Distributor uses all of the service fees to
compensate broker-dealers for providing personal services
and maintenance of accounts of their customers that hold
shares of the Funds. The Class B and Class N asset-based
sales charges are retained by the Distributor. After the
first year, the Class C asset-based sales charges are paid
to broker-dealers who hold or whose clients hold Class C
shares as an ongoing concession for shares that have been
outstanding for a year or more.
Purchases and Redemptions - Both Funds are part of
the OppenheimerFunds family of mutual funds. The
procedures for purchases, exchanges and redemptions of
shares of the Funds are nearly identical, however, for
Jennison Growth Fund, not only can shares be redeemed by
mail and telephone, but by wire as well. Shares of either
Fund may be exchanged for shares of the same class of other
Oppenheimer funds offering such shares. Exchange
privileges are subject to amendment or termination at any
time.
Both Funds have the same initial and subsequent
minimum investment amounts for the purchase of shares.
These amounts are $1,000 and $50, respectively. Both Funds
have a maximum initial sales charge of 5.75% on Class A
shares for purchases of less than $25,000. The sales
charge of 5.75% is reduced for purchases of Class A shares
of $25,000 or more. Investors who purchase $1 million or
more of Class A shares pay no initial sales charge. Class
B shares of the Funds are sold without a front-end sales
charge but investors will pay an annual asset-based sales
charge. If investors sell their shares within six years
from the beginning of the calendar month of their purchase,
they will normally pay a contingent deferred sales charge
("CDSC"). The CDSC begins at 5% for shares redeemed in the
first year and declines to 1% in the sixth year and is
eliminated after that. Class C shares may be purchased
without an initial sales charge, but investors will pay an
annual asset-based sales charge, and if redeemed within 12
months of buying them, a CDSC of 1% will be deducted from
the redemption proceeds. Class N shares (available only
through certain retirement plans) are purchased without an
initial sales charge, but investors will pay an annual
asset-based sales charge, and if redeemed within 18 months
of the retirement plan's first purchase of Class N shares,
a CDSC of 1% may be deducted.
Class A, Class B, Class C, Class N and Class Y shares
of Growth Fund received in the Reorganization will be
issued at net asset value, without a sales charge and no
CDSC will be imposed on any Jennison Growth Fund shares
exchanged for Growth Fund shares as a result of the
Reorganization. However, any CDSC that applies to Jennison
Growth Fund shares as of the date of the exchange will
carry over to Growth Fund shares received in the
Reorganization.
Shareholder Services--Both Funds also offer the
following privileges: (i) Right of Accumulation, (ii)
Letter of Intent, (iii) reinvestment of dividends and
distributions at net asset value, (iv) net asset value
purchases by certain individuals and entities, (v) Asset
Builder (automatic investment) Plans, (vi) Automatic
Withdrawal and Exchange Plans for shareholders who own
shares of the Funds valued at $5,000 or more, (vii)
AccountLink and PhoneLink arrangements, (viii) exchanges of
shares for shares of the same class of certain other funds
at net asset value, and (ix) telephone and Internet
redemption and exchange privileges and (x) for Jennison
Growth Fund only, wire redemptions of fund shares (for a
fee). All of such services and privileges are subject to
amendment or termination at any time and are subject to the
terms of the Funds' respective prospectuses.
Dividends and Distributions - Both Funds intend to
declare dividends separately for each class of shares from
net investment income on an annual basis and to pay those
dividends to shareholders in December on a date selected by
the Board of Trustees of each Fund. Dividends and the
distributions paid on Class A, Class B, Class C, Class N or
Class Y shares may vary over time, depending on market
conditions, the composition of the Funds' portfolios, and
expenses borne by the particular class of shares.
Dividends paid on Class A and Class Y shares will generally
be higher than those paid on Class B, Class C and Class N
shares. That is because of the effect of the asset-based
sales charge on Class B, Class C and Class N shares. The
Funds have no fixed dividend rates and there can be no
guarantee that either Fund will pay any dividends or
distributions.
Either Fund may realize capital gains on the sale of
portfolio securities. If it does, it may make
distributions out of any net short-term or long-term
capital gains in December of each year. The Funds may make
supplemental distributions of dividends and capital gains
following the end of their fiscal years.
VOTING INFORMATION
How many votes are necessary to approve the Reorganization
Agreement?
The affirmative vote of the holders of a majority of
the outstanding voting securities (as defined in the
Investment Company Act) of Jennison Growth Fund voting in
the aggregate and not by class is necessary to approve the
Reorganization Agreement and the transactions contemplated
thereby. As defined in the Investment Company Act, the
vote of a majority of the outstanding shares means the vote
of (1) 67% or more of Jennison Growth Fund's outstanding
shares present at a meeting if the holders of more than 50%
of the outstanding shares of the Fund are present or
represented by proxy; or (2) more than 50% of the Fund's
outstanding shares, whichever is less.
Each shareholder will be entitled to one vote for each full
share, and a fractional vote for each fractional share of
Jennison Growth Fund held on the Record Date. If
sufficient votes to approve the proposal are not received
by the date of the Meeting, the Meeting may be adjourned to
permit further solicitation of proxies. The holders of a
majority of shares entitled to vote at the Meeting and
present in person or by proxy (whether or not sufficient to
constitute a quorum) may adjourn the Meeting to permit
further solicitation of proxies.
How do I ensure my vote is accurately recorded?
You can vote in three (3) different ways:
o By mail, with the enclosed ballot
o In person at the Meeting (if you are a record owner)
o By telephone (please see the insert for instructions)
Voting by telephone is convenient and can help reduce
---------- ----------------
Jennison Growth Fund's expenses. Shareholders must enter a
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unique control number found on their respective proxy
ballots before providing voting instructions by telephone.
After a shareholder provides his or her voting
instructions, those instructions are read back to the
shareholder and the shareholder must confirm his or her
voting instructions before disconnecting the telephone
call. The voting procedures used in connection with
telephone voting are designed to reasonably authenticate
the identity of shareholders, to permit shareholders to
authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions
have been properly recorded. Please be advised that the
deadline for voting by telephone is 3:00 P.M. Eastern time
("ET") on the last business day before the Meeting.
Whichever method you choose, please take the time to
read the full text of the proxy statement before you vote.
Proxy ballots that are properly signed, dated and
received at or prior to the Meeting, or any adjournment
thereof, will be voted as specified. If you simply sign and
date the proxy but give no voting instructions, your shares
will be voted in favor of the Reorganization Agreement.
Can I revoke my proxy?
You may revoke your proxy at any time before it is
voted by (i) writing to the Secretary of Jennison Growth
Fund at 6803 South Tucson Way, Centennial, Colorado 80112
(if received in time to be acted upon); (ii) attending the
Meeting and voting in person; or (iii) signing and
returning a later-dated proxy (if returned and received in
time to be voted).
What other matters will be voted upon at the Meeting?
The Board of Trustees of Jennison Growth Fund does
not intend to bring any matters before the Meeting other
than those described in this proxy. It is not aware of any
other matters to be brought before the Meeting by others.
If any other matters legally come before the Meeting, the
proxy ballots confer discretionary authority with respect
to such matters, and it is the intention of the persons
named as attorneys-in-fact to vote proxies to vote in
accordance with their judgment in such matters.
Who is entitled to vote?
Shareholders of record of Jennison Growth Fund at the
close of business on July 29, 2003 (the "record date") will
be entitled to vote at the Meeting or any adjournment of
the Meeting. As of the close of business on July 29, 2003,
there were 1,858,035.554 outstanding shares of Jennison
Growth Fund, consisting of 838,073.255 Class A shares,
287,327.192 Class B shares, 442,343.552 Class C shares,
290,191.555 Class N shares and 100.00 Class Y shares. As
of the close of business on July 29, 2003, there were
63,656,259.118 outstanding shares of Growth Fund,
consisting of 45,946,423.274 Class A shares, 11,640,185.661
Class B shares, 3,203,876.000 Class C shares, 290,817.614
Class N shares and 2,574,956.569 Class Y shares. Under
relevant state law, proxies representing abstentions and
broker non-votes (defined below) will be included for
purposes of determining whether a quorum is present at the
Meeting. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will
be voted by the broker-dealer based on instructions
received from its customers. If no instructions are
received, and the broker-dealer does not have discretionary
power to vote such street account shares under applicable
stock exchange rules, the shares represented thereby will
be considered to be present at the Meeting for purposes of
only determining the quorum ("broker non-votes"). Because
of the need to obtain the above-described vote for the
Reorganization proposal to pass, broker non-votes will have
the same effect as a vote "against" the Proposal. For
purposes of the Meeting, a majority of shares outstanding
and entitled to vote, present in person or represented by
proxy, constitutes a quorum. Growth Fund shareholders do
not vote on the Reorganization.
Telephone Voting. Jennison Growth Fund has arranged to
have votes recorded by telephone. Shareholders must enter
a unique control number found on their respective proxy
ballots before providing voting instructions by telephone.
After a shareholder provides his or her voting
instructions, those instructions are read back to the
shareholder and the shareholder must confirm his or her
voting instructions before disconnecting the telephone
call. The voting procedures used in connection with
telephone voting are designed to reasonably authenticate
the identity of shareholders, to permit shareholders to
authorize the voting of their shares in accordance with
their instructions and to confirm that their instructions
have been properly recorded.
Voting By Broker-Dealers. Shares of Jennison Growth Fund
owned of record by a broker-dealer for the benefit of its
customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its
customers. If no instructions are received, the
broker-dealer may (if permitted by applicable stock
exchange rules) vote, as record holder of such shares, for
the Reorganization in the same proportion as that
broker-dealer votes street account shares for which it has
received voting instructions in time to be voted.
Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in
person at the meeting.
A "broker non-vote" is deemed to exist when a proxy
received from a broker indicates that the broker does not
have discretionary authority to vote the shares on that
matter. Abstentions and broker non-votes will have the same
effect as a vote against the Reorganization.
Voting by the Trustee for OppenheimerFunds-Sponsored
Retirement Plans. Shares of Jennison Growth Fund held in
OppenheimerFunds-sponsored retirement accounts for which
votes are not received as of the last business day before
the Meeting Date, will be voted by the trustee for such
accounts in the same proportion as shares for which voting
instructions from the Jennison Growth Fund's other
shareholders have been timely received.
What other solicitations will be made?
Jennison Growth Fund will request broker-dealer
firms, custodians, nominees and fiduciaries to forward
proxy material to the beneficial owners of the shares of
record, and may reimburse them for their reasonable
expenses incurred in connection with such proxy
solicitation. In addition to solicitations by mail,
officers of Jennison Growth Fund or officers and employees
of OppenheimerFunds Services, without extra pay may conduct
additional solicitations personally or by telephone or
telegraph. Any expenses so incurred will be borne by
OppenheimerFunds Services.
Proxies may also be solicited by a proxy solicitation
firm hired at Jennison Growth Fund's expense. If a proxy
solicitation firm is hired, it is anticipated that the cost
of engaging a proxy solicitation firm would not exceed
$5,000, plus the additional costs which would be incurred
in connection with contacting those shareholders who have
not voted, in the event of a need of resolicitation of
votes.
If Jennison Growth Fund does engage a proxy
solicitation firm, as the Meeting date approaches, certain
shareholders may receive telephone calls from a
representative of the solicitation firm if their vote has
not yet been received. Authorization to permit the
solicitation firm to execute proxies may be obtained by
telephonic instructions from shareholders of Jennison
Growth Fund. Proxies that are obtained telephonically will
be recorded in accordance with the procedures set forth
below. These procedures have been designed to reasonably
ensure that the identity of the shareholder providing
voting instructions is accurately determined and that the
voting instructions of the shareholder are accurately
recorded.
In all cases where a telephonic proxy is solicited,
the solicitation firm representative is required to ask for
each shareholder's full name, address, the last four digits
of the shareholder's social security or employer
identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a
corporation) and to confirm that the shareholder has
received the Proxy Statement and ballot in the mail. If
the information solicited agrees with the information
provided to the solicitation firm, the solicitation firm
representative has the responsibility to explain the
process, read the proposals listed on the proxy ballot, and
ask for the shareholder's instructions on such proposals.
The solicitation firm representative, although he or she is
permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote. The
solicitation firm representative may read any
recommendation set forth in the Proxy Statement. The
solicitation firm representative will record the
shareholder's instructions. Within 72 hours, the
shareholder will be sent a confirmation of his or her vote
asking the shareholder to call the solicitation firm
immediately if his or her instructions are not correctly
reflected in the confirmation.
Brokers, banks and other fiduciaries may be required
to forward soliciting material to their principals and to
obtain authorization for the execution of proxies. For
those services, they will be reimbursed by Jennison Growth
Fund for their expenses.
If the shareholder wishes to participate in the
Meeting, but does not wish to give his or her proxy
telephonically, the shareholder may still submit the proxy
ballot originally sent with the Proxy Statement in the
postage paid envelope provided or attend in person. Should
shareholders require additional information regarding the
proxy ballot or a replacement proxy ballot, they may
contact us toll-free at 1.800.708.7780. Any proxy given by
a shareholder, whether in writing or by telephone, is
revocable as described above under the paragraph entitled
"Can I revoke my proxy?"
Please take a few moments to complete your proxy
ballot promptly. You may provide your completed proxy
ballot telephonically or by mailing the proxy ballot in the
postage paid envelope provided. You also may cast your
vote by attending the Meeting in person if you are a record
owner.
Are there appraisal rights?
No. Under the Investment Company Act, shareholders
do not have rights of appraisal as a result of the
Reorganization. Although appraisal rights are unavailable,
you have the right to redeem your shares at net asset value
until the Valuation Date for the Reorganization. After the
Closing Date, you may redeem your new Growth Fund shares or
exchange them into shares of certain other funds in the
OppenheimerFunds family of mutual funds, subject to the
terms of the prospectuses of both funds.
INFORMATION ABOUT GROWTH FUND
Information about Growth Fund (File No. 811-2306) is
included in Growth Fund's Prospectus dated October 23, 2002
as supplemented May 1, 2003, which is attached to and
considered a part of this Proxy Statement and Prospectus.
Additional information about Growth Fund is included the
Fund's Statement of Additional Information dated October
23, 2002, revised February 12, 2003 as supplemented July
18, 2003, the Annual Report dated August 31, 2002, and the
succeeding Semi-Annual Report dated February 28, 2003 which
have been filed with the SEC and are incorporated herein by
reference. You may request a free copy of these materials
and other information by calling 1.800.708.7780 or by
writing to Growth Fund at OppenheimerFunds Services, P.O.
Box 5270, Denver, CO 80217-5270. Growth Fund also files
proxy materials, reports and other information with the SEC
in accordance with the informational requirements of the
Securities and Exchange Act of 1934 and the Investment
Company Act. These materials can be inspected and copied
at: the SEC's Public Reference Room in Washington, D.C.
(Phone: 1.202.942.8090) or the EDGAR database on the SEC's
Internet website at www.sec.gov. Copies may be obtained
upon payment of a duplicating fee by electronic request at
the SEC's e-mail address: PUBLICINFO@SEC.GOV or by writing
------------------
to the SEC's Public Reference Section, Washington, D.C.
20549-0102.
INFORMATION ABOUT Jennison Growth Fund
Information about Jennison Growth Fund (File No.
811-10153) is included in the current Jennison Growth Fund
Prospectus dated March 28, 2003, as supplemented May 7,
2003 and May 19, 2003. These document have been filed with
the SEC and are incorporated herein by reference.
Additional information about Jennison Growth Fund is also
included in the Fund's Statement of Additional Information
dated March 28, 2003, and the Annual Report dated November
30, 2002 and the succeeding Semi-Annual Report dated May
31, 2003 (to be filed upon availability), which have been
filed with the SEC and are incorporated by reference
herein. You may request free copies of these or other
documents relating to Jennison Growth Fund by calling
1.800.708.7780 or by writing to OppenheimerFunds Services,
P.O. Box 5270, Denver, CO 80217-5270. Reports and other
information filed by Jennison Growth Fund can be inspected
and copied at: the SEC's Public Reference Room in
Washington, D.C. (Phone: 1.202.942.8090) or the EDGAR data
base on the SEC's Internet website at www.sec.gov. Copies
may be obtained upon payment of a duplicating fee by
electronic request at the SEC's e-mail address:
PUBLICINFO@SEC.GOV or by writing to the SEC's Public
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Reference Section, Washington, D.C. 20549-0102.
PRINCIPAL SHAREHOLDERS
As of July 29, 2003, the officers and Trustees of
Jennison Growth Fund, as a group, owned less than 1% of the
outstanding voting shares of Jennison Growth Fund. As of
July 29, 2003, the only persons who owned of record or were
known by Jennison Growth Fund to own beneficially 5% or
more of any class of the Fund's outstanding shares were as
follows:
OppenheimerFunds Distributor Inc, c/o Tim Abbuhl,
Bldg 2, 6803 S. Tucson Way, Centennial, CO
80112-3924, (which owned 500,000.00 Class A shares or
59.66% of the Class A shares then outstanding).
MLPF&S for the Sole Benefit of its Customers, Attn:
Fund Admn, 4800 Deer Lake Drive E, Floor 3,
Jacksonville, FL 32246-6484, (which owned 31,594.731
Class C shares or 7.14% of the Class C shares then
outstanding).
RPSS Tr Greystar Management Services LP 401 K Plan,
Attn: Tony Wheeler, 3411 Richmond Ave, Ste 200,
Houston, TX 77046-3412, (which owned 40,359.461
Class N shares or 13.90% of the Class N shares then
outstanding).
Rollin M. Dick Tr, Haverstick Consulting Inc 401K
plan, 11405 N. Pennsylvania St, Suite 210, Carmel,
IN 46032-6905 (which owned 38,425.792 Class N shares
or 13.24% of the Class N then outstanding).
RPSS Tr Cosmetic Essence Inc 401K Plan, Attn: Camille
Calvoni, 2182 Route 35, Holmdel, NJ 07333-1125
(which owned 36,898.361 Class N shares or 12.71% of
the Class N shares then outstanding).
RPSS Tr Capital Communications Federal 401K Plan,
Attn: Nancy Durivage, 18 Computer Dr E, Albany, NY
12205-1111 (which owned 35,281.183 Class N shares or
12.15% of the Class N shares then outstanding).
RPSS Tr Fidelity Deposit & Discount Ban, 401K Plan,
Blakely & Drinker Sts, Dunmore, PA 18512 (which
owned 16,100.347 Class N shares or 5.54% of the Class
N shares then outstanding).
OppenheimerFunds Inc, c/o Tim Abbuhl, Bldg 2, 6803 S.
Tucson Way, Centennial, CO 80112-3924 (which owned
100.00 Class Y shares or 100% of the Class Y shares
then outstanding).
As of July 29, 2003, the officers and Trustees of
Growth Fund, as a group, owned less than 1% of the
outstanding voting shares of Growth Fund. As of July 29,
2003, the only persons who owned of record or were known by
Growth Fund to own beneficially 5% or more of any class of
the Fund's outstanding shares were as follows:
Citigroup Global Mkts Inc 00109801250, Attn: Cindy
Tempesta, 7th Floor, 333 West 34th Street, New York,
NY 10001-2483 (which owned 212,638.329 Class C
shares or 6.63% of the Class C shares then
outstanding).
MLPF&S for the sole benefit of its customers, Attn:
Fund Admn, 4800 Deer Lake Dr E, Fl 3, Jacksonville,
FL 32246-6484 (which owned 22,547.018 Class N shares
or 7.75% of the Class N shares then outstanding).
MCB Trust Services Cust DE Mangelsdorf & S. Overberg
Trust Home Service Oil Company 401K, 700 17th Street,
Suite 300, Denver, CO 80202-3531 (which owned
19,602.455 Class N shares or 6.74% of the Class N
shares then outstanding).
MCB Trust Services Tr, Spar Group Inc 401K PSP, 700
17th St, Suite 300, Denver, CO 80202-3531 (which
owned 16,674.448 Class N shares or 5.73% of the Class
N shares then outstanding).
Mass Mutual Life Insurance Co, Separate Investment
Acct, Attn: N225, 1295 State Street, Springfield, MA
01111-0001 (which owned 2,393,139.437 Class Y shares
or 92.93% of the Class Y shares then outstanding).
IBT & Co Cust, OppenheimerFunds Cap Accum Plan, Attn:
MML037, 200 Clarendon St, Fl 16, Boston, MA
02116-5021 (which owned 136,494.260 Class Y shares or
5.30% of the Class Y shares then outstanding).
By Order of the Board of Trustees
Robert G. Zack, Secretary
August 25, 2003
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") dated as of April 28, 2003 by and between
Jennison Growth Fund, a series of Oppenheimer Select
Managers ("Jennison Growth Fund"), a Massachusetts business
trust and Oppenheimer Growth Fund ("Growth Fund"), a
Massachusetts business trust.
W I T N E S S E T H:
WHEREAS, the parties are each open-end investment
companies of the management type; and
WHEREAS, the parties hereto desire to provide for the
reorganization pursuant to Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), of
Jennison Growth Fund through the acquisition by Growth Fund
of substantially all of the assets of Jennison Growth Fund
in exchange for the voting shares of beneficial interest
("shares") of Class A, Class B, Class C, Class N and Class
Y shares of Growth Fund and the assumption by Growth Fund
of certain liabilities of Jennison Growth Fund, for which
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund are to be distributed by Jennison Growth Fund
pro rata to its shareholders in complete liquidation of
Jennison Growth Fund and complete cancellation of its
shares;
NOW, THEREFORE, in consideration of the mutual
promises herein contained, the parties hereto agree as
follows:
1. The parties hereto hereby adopt this Agreement and
Plan of Reorganization (the "Agreement") pursuant to
Section 368(a)(1) of the Code as follows: The
reorganization will be comprised of the acquisition by
Growth Fund of substantially all of the assets of Jennison
Growth Fund in exchange for Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund and the
assumption by Growth Fund of certain liabilities of
Jennison Growth Fund, followed by the distribution of such
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund to the Class A, Class B, Class C, Class N and
Class Y shareholders of Jennison Growth Fund in exchange
for their Class A, Class B, Class C, Class N and Class Y
shares of Jennison Growth Fund, all upon and subject to the
terms of the Agreement hereinafter set forth.
The share transfer books of Jennison Growth Fund will
be permanently closed at the close of business on the
Valuation Date (as hereinafter defined) and only redemption
requests received in proper form on or prior to the close
of business on the Valuation Date shall be fulfilled by
Jennison Growth Fund; redemption requests received by
Jennison Growth Fund after that date shall be treated as
requests for the redemption of the shares of Growth Fund to
be distributed to the shareholder in question as provided
in Section 5 hereof.
2. On the Closing Date (as hereinafter defined),
all of the assets of Jennison Growth Fund on that date,
excluding a cash reserve (the "cash reserve") to be
retained by Jennison Growth Fund sufficient in its
discretion for the payment of the expenses of Jennison
Growth Fund's dissolution and its liabilities, but not in
excess of the amount contemplated by Section 10E, shall be
delivered as provided in Section 8 to Growth Fund, in
exchange for and against delivery to Jennison Growth Fund
on the Closing Date of a number of Class A, Class B, Class
C, Class N and Class Y shares of Growth Fund, having an
aggregate net asset value equal to the value of the assets
of Jennison Growth Fund so transferred and delivered.
3. The net asset value of Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund and the value of
the assets of Jennison Growth Fund to be transferred shall
in each case be determined as of the close of business of
The New York Stock Exchange on the Valuation Date. The
computation of the net asset value of the Class A, Class B,
Class C, Class N and Class Y shares of Growth Fund and the
Class A, Class B, Class C, Class N and Class Y shares of
Jennison Growth Fund shall be done in the manner used by
Growth Fund and Jennison Growth Fund, respectively, in the
computation of such net asset value per share as set forth
in their respective prospectuses. The methods used by
Growth Fund in such computation shall be applied to the
valuation of the assets of Jennison Growth Fund to be
transferred to Growth Fund.
Jennison Growth Fund shall declare and pay, immediately
prior to the Valuation Date, a dividend or dividends which,
together with all previous such dividends, shall have the
effect of distributing to Jennison Growth Fund's
shareholders all of Jennison Growth Fund's investment
company taxable income for taxable years ending on or prior
to the Closing Date (computed without regard to any
dividends paid) and all of its net capital gain, if any,
realized in taxable years ending on or prior to the Closing
Date (after reduction for any capital loss carry-forward).
4. The closing (the "Closing") shall be at the offices
of OppenheimerFunds, Inc. (the "Agent"), 6803 S Tucson Way,
Centennial, CO 80112, on such time or such other place as
the parties may designate or as provided below (the
"Closing Date"). The business day preceding the Closing
Date is herein referred to as the "Valuation Date."
In the event that on the Valuation Date either party
has, pursuant to the Investment Company Act of 1940, as
amended (the "Investment Company Act"), or any rule,
regulation or order thereunder, suspended the redemption of
its shares or postponed payment therefore, the Closing Date
shall be postponed until the first business day after the
date when both parties have ceased such suspension or
postponement; provided, however, that if such suspension
shall continue for a period of 60 days beyond the Valuation
Date, then the other party to the Agreement shall be
permitted to terminate the Agreement without liability to
either party for such termination.
5. In conjunction with the Closing, Jennison Growth Fund
shall distribute on a pro rata basis to the shareholders of
Jennison Growth Fund as of the Valuation Date Class A,
Class B, Class C, Class N and Class Y shares of Growth Fund
received by Jennison Growth Fund on the Closing Date in
exchange for the assets of Jennison Growth Fund in complete
liquidation of Jennison Growth Fund; for the purpose of the
distribution by Jennison Growth Fund of Class A, Class B,
Class C, Class N and Class Y shares of Growth Fund to
Jennison Growth Fund's shareholders, Growth Fund will
promptly cause its transfer agent to: (a) credit an
appropriate number of Class A, Class B, Class C, Class N
and Class Y shares of Growth Fund on the books of Growth
Fund to each Class A, Class B, Class C, Class N and Class Y
shareholder of Jennison Growth Fund in accordance with a
list (the "Shareholder List") of Jennison Growth Fund
shareholders received from Jennison Growth Fund; and (b)
confirm an appropriate number of Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund to each Class A,
Class B, Class C, Class N and Class Y shareholder of
Jennison Growth Fund; certificates for Class A shares of
Growth Fund will be issued upon written request of a former
shareholder of Jennison Growth Fund but only for whole
shares, with fractional shares credited to the name of the
shareholder on the books of Growth Fund and only after any
share certificates for Jennison Growth Fund are returned to
the transfer agent.
The Shareholder List shall indicate, as of the close of
business on the Valuation Date, the name and address of
each shareholder of Jennison Growth Fund, indicating his or
her share balance. Jennison Growth Fund agrees to supply
the Shareholder List to Growth Fund not later than the
Closing Date. Shareholders of Jennison Growth Fund holding
certificates representing their shares shall not be
required to surrender their certificates to anyone in
connection with the Reorganization. After the Closing
Date, however, it will be necessary for such shareholders
to surrender their certificates in order to redeem,
transfer or pledge the shares of Growth Fund which they
received.
6. Within one year after the Closing Date, Jennison
Growth Fund shall (a) either pay or make provision for
payment of all of its liabilities and taxes, and (b) either
(i) transfer any remaining amount of the cash reserve to
Growth Fund, if such remaining amount (as reduced by the
estimated cost of distributing it to shareholders) is not
material (as defined below) or (ii) distribute such
remaining amount to the shareholders of Jennison Growth
Fund on the Valuation Date. Such remaining amount shall be
deemed to be material if the amount to be distributed,
after deduction of the estimated expenses of the
distribution, equals or exceeds one cent per share of
Jennison Growth Fund outstanding on the Valuation Date.
7. Prior to the Closing Date, there shall be
coordination between the parties as to their respective
portfolios so that, after the Closing, Growth Fund will be
in compliance with all of its investment policies and
restrictions. At the Closing, Jennison Growth Fund shall
deliver to Growth Fund two copies of a list setting forth
the securities then owned by Jennison Growth Fund.
Promptly after the Closing, Jennison Growth Fund shall
provide Growth Fund a list setting forth the respective
federal income tax bases thereof.
8. Portfolio securities or written evidence acceptable
to Growth Fund of record ownership thereof by The
Depository Trust Company or through the Federal Reserve
Book Entry System or any other depository approved by
Jennison Growth Fund pursuant to Rule 17f-4 and Rule 17f-5
under the Investment Company Act shall be endorsed and
delivered, or transferred by appropriate transfer or
assignment documents, by Jennison Growth Fund on the
Closing Date to Growth Fund, or at its direction, to its
custodian bank, in proper form for transfer in such
condition as to constitute good delivery thereof in
accordance with the custom of brokers and shall be
accompanied by all necessary state transfer stamps, if
any. The cash delivered shall be in the form of certified
or bank cashiers' checks or by bank wire or intra-bank
transfer payable to the order of Growth Fund for the
account of Growth Fund. Class A, Class B, Class C, Class N
and Class Y shares of Growth Fund representing the number
of Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund being delivered against the assets of Jennison
Growth Fund, registered in the name of Jennison Growth
Fund, shall be transferred to Jennison Growth Fund on the
Closing Date. Such shares shall thereupon be assigned by
Jennison Growth Fund to its shareholders so that the shares
of Growth Fund may be distributed as provided in Section 5.
If, at the Closing Date, Jennison Growth Fund is
unable to make delivery under this Section 8 to Growth Fund
of any of its portfolio securities or cash for the reason
that any of such securities purchased by Jennison Growth
Fund, or the cash proceeds of a sale of portfolio
securities, prior to the Closing Date have not yet been
delivered to it or Jennison Growth Fund's custodian, then
the delivery requirements of this Section 8 with respect to
said undelivered securities or cash will be waived and
Jennison Growth Fund will deliver to Growth Fund by or on
the Closing Date with respect to said undelivered
securities or cash executed copies of an agreement or
agreements of assignment in a form reasonably satisfactory
to Growth Fund, together with such other documents,
including a due bill or due bills and brokers' confirmation
slips as may reasonably be required by Growth Fund.
9. Growth Fund shall not assume the liabilities (except
for portfolio securities purchased which have not settled
and for shareholder redemption and dividend checks
outstanding) of Jennison Growth Fund, but Jennison Growth
Fund will, nevertheless, use its best efforts to discharge
all known liabilities, so far as may be possible, prior to
the Closing Date. The cost of printing and mailing the
proxies and proxy statements will be borne by Jennison
Growth Fund. Jennison Growth Fund and Growth Fund will
bear the cost of their respective tax opinions. Any
documents such as existing prospectuses or annual reports
that are included in that mailing will be a cost of the
Fund issuing the document. Any other out-of-pocket
expenses of Growth Fund and Jennison Growth Fund associated
with this reorganization, including legal, accounting and
transfer agent expenses, will be borne by Jennison Growth
Fund and Growth Fund, respectively, in the amounts so
incurred by each.
10. The obligations of Growth Fund hereunder shall
be subject to the following conditions:
A. The Board of Trustees of Jennison Growth Fund
shall have authorized the execution of the Agreement, and
the shareholders of Jennison Growth Fund shall have
approved the Agreement and the transactions contemplated
hereby, and Jennison Growth Fund shall have furnished to
Growth Fund copies of resolutions to that effect certified
by the Secretary or the Assistant Secretary of Jennison
Growth Fund; such shareholder approval shall have been by
the affirmative vote required by the Massachusetts Law and
its charter documents at a meeting for which proxies have
been solicited by the Prospectus and Proxy Statement and
(as hereinafter defined).
B. Growth Fund shall have received an opinion dated
as of the Closing Date from counsel to Jennison Growth
Fund, to the effect that (i) Jennison Growth Fund is a
business trust duly organized, validly existing and in good
standing under the laws of the State of Massachusetts with
full corporate powers to carry on its business as then
being conducted and to enter into and perform the
Agreement; and (ii) that all action necessary to make the
Agreement, according to its terms, valid, binding and
enforceable on Jennison Growth Fund and to authorize
effectively the transactions contemplated by the Agreement
have been taken by Jennison Growth Fund. Massachusetts
counsel may be relied upon for this opinion.
C. The representations and warranties of Jennison
Growth Fund contained herein shall be true and correct at
and as of the Closing Date, and Growth Fund shall have been
furnished with a certificate of the President, or a Vice
President, or the Secretary or the Assistant Secretary or
the Treasurer or the Assistant Treasurer of Jennison Growth
Fund, dated as of the Closing Date, to that effect.
D. On the Closing Date, Jennison Growth Fund shall have
furnished to Growth Fund a certificate of the Treasurer or
Assistant Treasurer of Jennison Growth Fund as to the
amount of the capital loss carry-over and net unrealized
appreciation or depreciation, if any, with respect to
Jennison Growth Fund as of the Closing Date.
E. The cash reserve shall not exceed 10% of the value
of the net assets, nor 30% in value of the gross assets, of
Jennison Growth Fund at the close of business on the
Valuation Date.
F. A Registration Statement on Form N-14 filed by Growth
Fund under the Securities Act of 1933, as amended (the
"1933 Act"), containing a preliminary form of the
Prospectus and Proxy Statement shall have become effective
under the 1933 Act.
G. On the Closing Date, Growth Fund shall have
received a letter from Robert G. Zack or other senior
executive officer of OppenheimerFunds, Inc. acceptable to
Growth Fund, stating that nothing has come to his or her
attention which in his or her judgment would indicate that
as of the Closing Date there were any material, actual or
contingent liabilities of Jennison Growth Fund arising out
of litigation brought against Jennison Growth Fund or
claims asserted against it, or pending or to the best of
his or her knowledge threatened claims or litigation not
reflected in or apparent from the most recent audited
financial statements and footnotes thereto of Jennison
Growth Fund delivered to Growth Fund. Such letter may also
include such additional statements relating to the scope of
the review conducted by such person and his or her
responsibilities and liabilities as are not unreasonable
under the circumstances.
H. Growth Fund shall have received an opinion, dated
as of the Closing Date, of Deloitte & Touche LLP (or an
appropriate substitute tax expert), to the same effect as
the opinion contemplated by Section 11.E. of the Agreement.
I. Growth Fund shall have received at the Closing all of
the assets of Jennison Growth Fund to be conveyed
hereunder, which assets shall be free and clear of all
liens, encumbrances, security interests, restrictions and
limitations whatsoever.
11. The obligations of Jennison Growth Fund
hereunder shall be subject to the following conditions:
A. The Board of Trustees of Growth Fund shall have
authorized the execution of the Agreement, and the
transactions contemplated thereby, and Growth Fund shall
have furnished to Jennison Growth Fund copies of
resolutions to that effect certified by the Secretary or
the Assistant Secretary of Growth Fund.
B. Jennison Growth Fund's shareholders shall have
approved the Agreement and the transactions contemplated
hereby, by an affirmative vote required by the
Massachusetts Law and its charter documents and Jennison
Growth Fund shall have furnished Growth Fund copies of
resolutions to that effect certified by the Secretary or an
Assistant Secretary of Jennison Growth Fund.
C. Jennison Growth Fund shall have received an opinion
dated as of the Closing Date from counsel to Growth Fund,
to the effect that (i) Growth Fund is a business trust duly
organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts with full powers
to carry on its business as then being conducted and to
enter into and perform the Agreement; (ii) all actions
necessary to make the Agreement, according to its terms,
valid, binding and enforceable upon Growth Fund and to
authorize effectively the transactions contemplated by the
Agreement have been taken by Growth Fund, and (iii) the
shares of Growth Fund to be issued hereunder are duly
authorized and when issued will be validly issued,
fully-paid and non-assessable, except as set forth under
"Shareholder and Trustee Liability" in Growth Fund's
Statement of Additional Information. Massachusetts counsel
may be relied upon for this opinion.
D. The representations and warranties of Growth Fund
contained herein shall be true and correct at and as of the
Closing Date, and Jennison Growth Fund shall have been
furnished with a certificate of the President, a Vice
President or the Secretary or the Assistant Secretary or
the Treasurer or the Assistant Treasurer of the Trust to
that effect dated as of the Closing Date.
E. Jennison Growth Fund shall have received an
opinion of Deloitte & Touche LLP to the effect that the
federal tax consequences of the transaction, if carried out
in the manner outlined in the Agreement and in accordance
with (i) Jennison Growth Fund's representation that there
is no plan or intention by any Jennison Growth Fund
shareholder who owns 5% or more of Jennison Growth Fund's
outstanding shares, and, to Jennison Growth Fund's best
knowledge, there is no plan or intention on the part of the
remaining Jennison Growth Fund shareholders, to redeem,
sell, exchange or otherwise dispose of a number of Growth
Fund shares received in the transaction that would reduce
Jennison Growth Fund shareholders' ownership of Growth Fund
shares to a number of shares having a value, as of the
Closing Date, of less than 50% of the value of all of the
formerly outstanding Jennison Growth Fund shares as of the
same date, and (ii) the representation by each of Jennison
Growth Fund and Growth Fund that, as of the Closing Date,
Jennison Growth Fund and Growth Fund will qualify as
regulated investment companies or will meet the
diversification test of Section 368(a)(2)(F)(ii) of the
Code, will be as follows:
1. The transactions contemplated by the Agreement will
qualify as a tax-free "reorganization" within the meaning
of Section 368(a)(1) of the Code, and under the regulations
promulgated thereunder.
2. Jennison Growth Fund and Growth Fund will each
qualify as a "party to a reorganization" within the meaning
of Section 368(b)(2) of the Code.
3. No gain or loss will be recognized by the
shareholders of Jennison Growth Fund upon the distribution
of Class A, Class B, Class C, Class N and Class Y shares of
beneficial interest in Growth Fund to the shareholders of
Jennison Growth Fund pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or
loss will be recognized by Jennison Growth Fund by reason
of the transfer of substantially all its assets in exchange
for Class A, Class B, Class C, Class N and Class Y shares
of Growth Fund.
5. Under Section 1032 of the Code no gain or loss
will be recognized by Growth Fund by reason of the transfer
of substantially all of Jennison Growth Fund's assets in
exchange for Class A, Class B, Class C, Class N and Class Y
shares of Growth Fund and Growth Fund's assumption of
certain liabilities of Jennison Growth Fund.
6. The shareholders of Jennison Growth Fund will
have the same tax basis and holding period for the Class A,
Class B, Class C, Class N and Class Y shares of beneficial
interest in Growth Fund that they receive as they had for
Jennison Growth Fund shares that they previously held,
pursuant to Section 358(a) and 1223(1), respectively, of
the Code.
7. The securities transferred by Jennison Growth
Fund to Growth Fund will have the same tax basis and
holding period in the hands of Growth Fund as they had for
Jennison Growth Fund, pursuant to Section 362(b) and
1223(1), respectively, of the Code.
F. The cash reserve shall not exceed 10% of the value
of the net assets, nor 30% in value of the gross assets, of
Jennison Growth Fund at the close of business on the
Valuation Date.
G. A Registration Statement on Form N-14 filed by
Growth Fund under the 1933 Act, containing a preliminary
form of this Prospectus and Proxy Statement, shall have
become effective under the 1933 Act.
H. On the Closing Date, Jennison Growth Fund shall
have received a letter from Robert G. Zack or other senior
executive officer of OppenheimerFunds, Inc. acceptable to
Jennison Growth Fund, stating that nothing has come to his
or her attention which in his or her judgment would
indicate that as of the Closing Date there were any
material, actual or contingent liabilities of Growth Fund
arising out of litigation brought against Growth Fund or
claims asserted against it, or pending or, to the best of
his or her knowledge, threatened claims or litigation not
reflected in or apparent by the most recent audited
financial statements and footnotes thereto of Growth Fund
delivered to Jennison Growth Fund. Such letter may also
include such additional statements relating to the scope of
the review conducted by such person and his or her
responsibilities and liabilities as are not unreasonable
under the circumstances.
I. Jennison Growth Fund shall acknowledge receipt of the
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund.
12. Jennison Growth Fund hereby represents and
warrants that:
A. The audited financial statements of Jennison
Growth Fund as of November 30, 2002 and unaudited financial
statements as of May 31, 2003 heretofore furnished to
Growth Fund, present fairly the financial position, results
of operations, and changes in net assets of Jennison Growth
Fund as of that date, in conformity with generally accepted
accounting principles applied on a basis consistent with
the preceding year; and that from May 31, 2003 through the
date hereof there have not been, and through the Closing
Date there will not be, any material adverse change in the
business or financial condition of Jennison Growth Fund, it
being agreed that a decrease in the size of Jennison Growth
Fund due to a diminution in the value of its portfolio
and/or redemption of its shares shall not be considered a
material adverse change;
B. Contingent upon approval of the Agreement and the
transactions contemplated thereby by Jennison Growth Fund's
shareholders, Jennison Growth Fund has authority to
transfer all of the assets of Jennison Growth Fund to be
conveyed hereunder free and clear of all liens,
encumbrances, security interests, restrictions and
limitations whatsoever;
C. The Prospectus, as amended and supplemented,
contained in Jennison Growth Fund's Registration Statement
under the 1933 Act, as amended, is true, correct and
complete, conforms to the requirements of the 1933 Act and
does not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not
misleading. The Registration Statement, as amended, was,
as of the date of the filing of the last Post-Effective
Amendment, true, correct and complete, conformed to the
requirements of the 1933 Act and did not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading;
D. There is no material contingent liability of
Jennison Growth Fund and no material claim and no material
legal, administrative or other proceedings pending or, to
the knowledge of Jennison Growth Fund, threatened against
Jennison Growth Fund, not reflected in such Prospectus;
E. Except for the Agreement, there are no material
contracts outstanding to which Jennison Growth Fund is a
party other than those ordinary in the conduct of its
business;
F. Jennison Growth Fund is a Massachusetts business
trust duly organized, validly existing and in good standing
under the laws of the State of Massachusetts; and has all
necessary and material federal and state authorizations to
own all of its assets and to carry on its business as now
being conducted; and Jennison Growth Fund that is duly
registered under the Investment Company Act and such
registration has not been rescinded or revoked and is in
full force and effect;
G. All federal and other tax returns and reports of
Jennison Growth Fund required by law to be filed have been
filed, and all federal and other taxes shown due on said
returns and reports have been paid or provision shall have
been made for the payment thereof and to the best of the
knowledge of Jennison Growth Fund no such return is
currently under audit and no assessment has been asserted
with respect to such returns; and
H. Jennison Growth Fund has elected that Jennison
Growth Fund be treated as a regulated investment company
and, for each fiscal year of its operations, Jennison
Growth Fund has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated
investment company and Jennison Growth Fund intends to meet
such requirements with respect to its current taxable year.
13. Growth Fund hereby represents and warrants that:
A. The audited financial statements of Growth Fund as of
August 31, 2002 and unaudited financial statements as of
February 28, 2003 heretofore furnished to Jennison Growth
Fund, present fairly the financial position, results of
operations, and changes in net assets of Growth Fund, as of
that date, in conformity with generally accepted accounting
principles applied on a basis consistent with the preceding
year; and that from February 28, 2003 through the date
hereof there have not been, and through the Closing Date
there will not be, any material adverse changes in the
business or financial condition of Growth Fund, it being
understood that a decrease in the size of Growth Fund due
to a diminution in the value of its portfolio and/or
redemption of its shares shall not be considered a material
or adverse change;
B. The Prospectus, as amended and supplemented,
contained in Growth Fund's Registration Statement under the
1933 Act, is true, correct and complete, conforms to the
requirements of the 1933 Act and does not contain any
untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to
make the statements therein not misleading. The
Registration Statement, as amended, was, as of the date of
the filing of the last Post-Effective Amendment, true,
correct and complete, conformed to the requirements of the
1933 Act and did not contain any untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein not misleading;
C. Except for this Agreement, there is no material
contingent liability of Growth Fund and no material claim
and no material legal, administrative or other proceedings
pending or, to the knowledge of Growth Fund, threatened
against Growth Fund, not reflected in such Prospectus;
D. There are no material contracts outstanding to
which Growth Fund is a party other than those ordinary in
the conduct of its business;
E. Growth Fund is a business trust duly organized,
validly existing and in good standing under the laws of the
Commonwealth of Massachusetts; Growth Fund has all
necessary and material federal and state authorizations to
own all its properties and assets and to carry on its
business as now being conducted; the Class A, Class B,
Class C, Class N and Class Y shares of Growth Fund which it
issues to Jennison Growth Fund pursuant to the Agreement
will be duly authorized, validly issued, fully-paid and
non-assessable, except as set forth under "Shareholder &
Trustee Liability" in Growth Fund's Statement of Additional
Information, will conform to the description thereof
contained in Growth Fund's Registration Statement and will
be duly registered under the 1933 Act and in the states
where registration is required; and Growth Fund is duly
registered under the Act and such registration has not been
revoked or rescinded and is in full force and effect;
F. All federal and other tax returns and reports of
Growth Fund required by law to be filed have been filed,
and all federal and other taxes shown due on said returns
and reports have been paid or provision shall have been
made for the payment thereof and to the best of the
knowledge of Growth Fund, no such return is currently under
audit and no assessment has been asserted with respect to
such returns and to the extent such tax returns with
respect to the taxable year of Growth Fund ended August 31,
2003 have not been filed, such returns will be filed when
required and the amount of tax shown as due thereon shall
be paid when due;
G. Growth Fund has elected to be treated as a
regulated investment company and, for each fiscal year of
its operations, Growth Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as
a regulated investment company and Growth Fund intends to
meet such requirements with respect to its current taxable
year;
H. Growth Fund has no plan or intention (i) to
dispose of any of the assets transferred by Jennison Growth
Fund, other than in the ordinary course of business, or
(ii) to redeem or reacquire any of the Class A, Class B,
Class C, Class N and Class Y shares issued by it in the
reorganization other than pursuant to valid requests of
shareholders; and
I. After consummation of the transactions
contemplated by the Agreement, Growth Fund intends to
operate its business in a substantially unchanged manner.
14. Each party hereby represents to the other that
no broker or finder has been employed by it with respect to
the Agreement or the transactions contemplated hereby. Each
party also represents and warrants to the other that the
information concerning it in this Prospectus Proxy
Statement will not as of its date contain any untrue
statement of a material fact or omit to state a fact
necessary to make the statements concerning it therein not
misleading and that the financial statements concerning it
will present the information shown fairly in accordance
with generally accepted accounting principles applied on a
basis consistent with the preceding year. Each party also
represents and warrants to the other that the Agreement is
valid, binding and enforceable in accordance with its terms
and that the execution, delivery and performance of the
Agreement will not result in any violation of, or be in
conflict with, any provision of any charter, by-laws,
contract, agreement, judgment, decree or order to which it
is subject or to which it is a party. Growth Fund hereby
represents to and covenants with Jennison Growth Fund that,
if the reorganization becomes effective, Growth Fund will
treat each shareholder of Jennison Growth Fund who received
any of Growth Fund's shares as a result of the
reorganization as having made the minimum initial purchase
of shares of Growth Fund received by such shareholder for
the purpose of making additional investments in shares of
Growth Fund, regardless of the value of the shares of
Growth Fund received.
15. Growth Fund agrees that it will prepare and
file a Registration Statement on Form N-14 under the 1933
Act which shall contain a preliminary form of proxy
statement and prospectus contemplated by Rule 145 under the
1933 Act. The final form of such proxy statement and
prospectus is referred to in the Agreement as the
"Prospectus and Proxy Statement." Each party agrees that
it will use its best efforts to have such Registration
Statement declared effective and to supply such information
concerning itself for inclusion in this Prospectus Proxy
Statement as may be necessary or desirable in this
connection. Jennison Growth Fund covenants and agrees to
liquidate and dissolve under the laws of the State of
Massachusetts, following the Closing, and, upon Closing, to
cause the cancellation of its outstanding shares.
16. The obligations of the parties shall be
subject to the right of either party to abandon and
terminate the Agreement for any reason and there shall be
no liability for damages or other recourse available to a
party not so terminating this Agreement, provided, however,
that in the event that a party shall terminate this
Agreement without reasonable cause, the party so
terminating shall, upon demand, reimburse the party not so
terminating for all expenses, including reasonable
out-of-pocket expenses and fees incurred in connection with
this Agreement.
17. The Agreement may be executed in several
counterparts, each of which shall be deemed an original,
but all taken together shall constitute one Agreement. The
rights and obligations of each party pursuant to the
Agreement shall not be assignable.
18. All prior or contemporaneous agreements and
representations are merged into the Agreement, which
constitutes the entire contract between the parties
hereto. No amendment or modification hereof shall be of
any force and effect unless in writing and signed by the
parties and no party shall be deemed to have waived any
provision herein for its benefit unless it executes a
written acknowledgment of such waiver.
19. Growth Fund understands that the obligations of
Jennison Growth Fund under the Agreement are not binding
upon any Trustee or shareholder of Jennison Growth Fund
personally, but bind only Jennison Growth Fund and Jennison
Growth Fund's property. Growth Fund represents that it has
notice of the provisions of the Declaration of Trust of
Jennison Growth Fund disclaiming shareholder and trustee
liability for acts or obligations of Jennison Growth Fund.
20. Jennison Growth Fund understands that the
obligations of Growth Fund under the Agreement are not
binding upon any trustee or shareholder of Growth Fund
personally, but bind only Growth Fund and Growth Fund's
property. Jennison Growth Fund represents that it has
notice of the provisions of the Declaration of Trust of
Growth Fund disclaiming shareholder and trustee liability
for acts or obligations of Growth Fund.
IN WITNESS WHEREOF, each of the parties has caused the
Agreement to be executed and attested by its officers
thereunto duly authorized on the date first set forth
above.
Jennison GROWTH
FUND, a series of
OPPENHEIMER
SELECT MANAGERS
By: /s/ Robert
------------
G. Zack
------------
Robert G.
Zack
Vice
President and
Secretary
OPPENHEIMER
GROWTH FUND
By: /s/
------------
Katherine P. Feld
------------------
Katherine
P. Feld
Assistant
Secretary
Appendix to Prospectus and Proxy Statement of
Oppenheimer Growth Fund
Graphic material included in the Prospectus of
Oppenheimer Growth Fund under the heading "Annual Total
Returns (Class A) (as of 12/31 each year)":
A bar chart will be included in the Prospectus of the
Fund depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund for its ten most
recent calendar years, without deducting sales charges or
taxes. Set forth below are the relevant data points that
will appear on the bar chart.
Calendar
Year Oppenheimer Growth Fund
Ended Class A Shares
- ----- --------------
12/31/93 2.72%
12/31/94 2.38%
12/31/95 34.95%
12/31/96 23.46%
12/31/97 18.12%
12/31/98 10.95%
12/31/99 46.73%
12/31/00 -11.16%
12/31/01 -24.54%
12/31/02 -25.70%
Appendix to Prospectus and Proxy Statement of
Oppenheimer Select Managers Jennison Growth Fund
Graphic material included in the Prospectus of
Oppenheimer Select Managers Jennison Growth Fund under the
heading "Annual Total Returns (Class A) (as of 12/31 each
year)":
A bar chart will be included in the Prospectus of the
Fund depicting the annual total returns of a hypothetical
investment in Class A shares of the Fund for the calendar
year ended 12/31/02, without deducting sales charges or
taxes. Set forth below is the relevant data point that will
appear on the bar chart.
Calendar
- --------
Year Jennison Growth Fund, a
- ---- ------------------------
series of Oppenheimer Select
-----------------------------
Managers
--------
Ended Class A Shares
- ----- --------------
12/31/02 -30.81%
Proxy Card
Proxy Card
Jennison Growth Fund, a Series of
Oppenheimer Select Managers
Proxy For a Special Shareholders Meeting To Be Held
on OCTOBER 10, 2003
The undersigned, revoking prior proxies, hereby appoints
Brian Wixted, Connie Bechtolt, Philip Vottiero, Kathleen
Ives and Philip Masterson, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full
power of substitution, to vote shares held in the name of
the undersigned on the record date at the Special Meeting
of Shareholders of Jennison Growth Fund, a series of
Oppenheimer Select Managers (the "Fund") to be held at 6803
South Tucson Way, Centennial, Colorado, 80112, on October
10, 2003, at 1:00 p.m. Mountain time, or at any adjournment
thereof, upon the proposal described in the Notice of
Meeting and accompanying Prospectus and Proxy Statement,
which have been received by the undersigned.
This proxy is solicited on behalf of the Fund's Board of
Trustees, and the proposal (set forth on the reverse side
of this proxy card) has been proposed by the Board of
Trustees. When properly executed, this proxy will be voted
as indicated on the reverse side or "FOR" a proposal if no
choice is indicated. The proxy will be voted in accordance
with the proxy holders' best judgment as to any other
matters that may arise at the Meeting.
VOTE VIA THE TELEPHONE:
1-800-597-7836
CONTROL NUMBER: 999 9999
9999 999
Note: Please sign this proxy
exactly as your name or names
appear hereon. Each joint
owner should sign. Trustees
and other fiduciaries should
indicate the capacity in
which they sign. If a
corporation, partnership or
other entity, this signature
should be that of a duly
authorized individual who
should state his or her title.
Signature
Signature of joint owner, if
any
Date
PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
The Proposal:
To approve an Agreement and Plan of Reorganization between
Jennison Growth Fund, a series of Oppenheimer Select
Managers ("Jennison Growth Fund"), and Oppenheimer Growth
Fund ("Growth Fund") and the transactions contemplated
thereby, including: (a) the transfer of substantially all
assets of Jennison Growth Fund to Growth Fund in exchange
for Class A, Class B, Class C, Class N and Class Y shares
of Growth Fund, (b) the distribution of such shares of
Growth Fund to the corresponding Class A, Class B, Class C,
Class N and Class Y shareholders of Jennison Growth Fund in
complete liquidation of Jennison Growth Fund and (c) the
cancellation of the outstanding shares of Jennison Growth
Fund.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example:[ ]
FOR [___] AGAINST [___] ABSTAIN[ ]
Part C
OPPENHEIMER GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
- -------------------------
Reference is made to the provisions of Article
Seventh of Registrant's Amended and Restated Declaration of
Trust, filed by cross-reference to Exhibit 16(1) to this
Registration Statement, and incorporated herein by
reference.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of Registrant pursuant to
the foregoing provisions or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a
trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
Item 16. Exhibits
- ------------------
(1) Amended and Restated Declaration of Trust dated
August 5, 2002: Previously filed with Registrant's
Post-Effective Amendment No. 59, 8/22/02, and incorporated
herein by reference.
(2) By-Laws as amended through December 14, 2000:
Previously filed with Registrant's Post-Effective Amendment
No. 58, 12/19/01, and incorporated herein by reference.
(3) N/A
(4) Agreement and Plan of Reorganization dated April 28,
2003: See Exhibit A to Part A of the Registration Statement.
(5) (i) Specimen Class A Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(v) Specimen Class Y Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(6) Amended and Restated Investment Advisory Agreement
dated 1/1/00: Previously filed with Registrant's
Post-Effective Amendment No. 57, 12/27/00, and incorporated
herein by reference.
(7) (i) General Distributor's Agreement dated December
10, 1992: Previously filed with Registrant's Post-Effective
Amendment No. 41, 7/30/93, and incorporated herein by
reference.
(ii) Form of Dealer Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of
Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01,
and incorporated herein by reference.
(iii) Form of Broker Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of
Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01,
and incorporated herein by reference.
(iv) Form of Agency Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of
Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01,
and incorporated herein by reference.
(v) Form of Trust Company Fund/SERV Purchase
Agreement of OppenheimerFunds Distributor, Inc.: Previously
filed with Post-Effective Amendment No. 45 to the
Registration Statement of Oppenheimer High Yield Fund (Reg.
No. 2-62076), 10/26/01, and incorporated herein by
reference.
(vi) Form of Trust Company Agency Agreement of
OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration
Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.
(8) Form of Deferred Compensation Plans for Disinterested
Trustees/Directors:
(i) Amended and Restated Retirement Plan for
Non-Interested Trustees or Directors dated 8/9/01:
Previously filed with Post-Effective Amendment No. 34 to
the Registration Statement of Oppenheimer Gold & Special
Minerals Fund (Reg. No. 2-82590), 10/25/01, and
incorporated herein by reference.
(9) Global Custody Agreement dated August 16, 2002
between Registrant and JP Morgan Chase Bank: Previously
filed with Post-Effective Amendment No. 9 to the
Registration Statement of Oppenheimer International Bond
Fund (Reg. No. 33-58383), 11/21/02, and incorporated herein
by reference.
(10) (i) Amended and Restated Distribution and Service
Plan and Agreement for Class A shares dated April 11, 2002:
Previously filed with Registrant's Post-Effective Amendment
No. 60, 10/23/02, and incorporated herein by reference.
(ii) Amended and Restated Distribution and Service
Plan and Agreement for Class B shares dated August 5, 2002:
Previously filed with Registrant's Post-Effective Amendment
No. 60, 10/23/02, and incorporated herein by reference.
(iii) Amended and Restated Distribution and Service
Plan and Agreement for Class C shares dated February 12,
1998: Previously filed with Registrant's Post-Effective
Amendment No. 53, 10/23/98, and incorporated herein by
reference.
(iv) Distribution and Service Plan and Agreement for
Class N shares dated October 12, 2000: Previously filed
with Registrant's Post-Effective Amendment No. 60,
10/23/02, and incorporated herein by reference.
(v) Oppenheimer Funds Multiple Class Plan under Rule
18f-3 updated through 10/22/02: Previously filed with
Post-Effective Amendment No. 22 to the Registration
Statement of Oppenheimer Global Growth & Income Fund (Reg.
No. 33-33799), 11/20/02, and incorporated herein by
reference.
(11) Opinion and Consent of Counsel - Filed herewith.
(12) Tax Opinions Relating to the Reorganization: Draft
Tax Opinions of Deloitte & Touche LLP - Filed
herewith.
(13) N/A
(14) (i) Consent of Deloitte & Touche LLP: Filed herewith.
(ii) Consent of KPMG LLP: Filed herewith.
(15) N/A.
(16) (i) Powers of Attorney for all Trustees/Directors
and Principal Officers except for Joel W. Motley and John
V. Murphy (including Certified Board Resolutions):
Previously filed with Pre-Effective Amendment No. 1 to the
Registration Statement of Oppenheimer Emerging Growth Fund
(Reg. No. 333-44176), 10/5/00, and incorporated herein by
reference.
(ii) Power of Attorney for John Murphy (including
Certified Board Resolution): Previously filed with
Post-Effective Amendment No. 41 to the Registration
Statement of Oppenheimer U.S. Government Trust (Reg. No.
2-76645), 10/22/01, and incorporated herein by reference.
(iii) Power of Attorney for Joel W. Motley
(including Certified Board Resolution): Previously filed
with Post-Effective Amendment No. 8 to the Registration
Statement of Oppenheimer International Small Company Fund
(Reg. 333-31537), 10/22/02, and incorporated herein by
reference.
(17) Amended and Restated Code of Ethics of the
Oppenheimer Funds dated May 15, 2002 under Rule 17j-1 of
the Investment Company Act of 1940: Previously filed with
Post-Effective Amendment No. 29 to the Registration
Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
11/21/02, and incorporated herein by reference.
Item 17. Undertakings
- ----------------------
(1) The Registrant agrees to file with the SEC by post
effective amendment to the Registration Statement a final
tax opinion and auditor's consent relating to the
Reorganization within a reasonable time following the
Closing Date (as such terms are defined in Part A of the
Registration Statement).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933
and/or the Investment Company Act of 1940, the Registrant
has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized,
in the City of New York and State of New York on the 20th
of August 2003.
OPPENHEIMER GROWTH FUND
By: /s/ John V. Murphy*
-------------------------------------------
John V. Murphy,
President, Principal Executive
Officer & Trustee
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities on the dates indicated:
Signatures Title
- ---------- -----
Date
- ----
/s/ Clayton K. Yeutter* Chairman of the August 20, 2003
- ----------------------------- Board of Trustees
Clayton K. Yeutter
/s/ Donald W. Spiro* Vice Chairman of the August 20, 2003
- ---------------------------- Board and Trustee
Donald W. Spiro
/s/ John V. Murphy * President, Principal August 20, 2003
- --------------------------- Executive Officer
John V. Murphy and Trustee
/s/ Brian W. Wixted* Treasurer, Principal August 20, 2003
- --------------------------- Financial and
Brian W. Wixted Accounting Officer
/s/ Robert G. Galli* Trustee August 20, 2003
- ---------------------------
Robert G. Galli
/s/ Phillip A. Griffiths Trustee August 20, 2003
- ---------------------------------
Phillip A. Griffiths
/s/ Joel W. Motley* Trustee August 20, 2003
- ---------------------------------
Joel W. Motley
/s/ Kenneth A. Randall* Trustee August 20, 2003
- ---------------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee August 20, 2003
- ---------------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee August 20, 2003
- ---------------------------------
Russell S. Reynolds, Jr.
*By: /s/ Robert G. Zack August 20, 2003
- -----------------------------------------
Robert G. Zack, Attorney-in-Fact
OPPENHEIMER GROWTH FUND
EXHIBIT INDEX
Pre-Effective Amendment #1
Exhibit No. Description
- ----------- -----------
(11) Opinion and Consent of Counsel
(12) Draft Tax Opinions of Deloitte & Touche
LLP for Oppenheimer Growth Fund and
Jennison Growth Fund, a Series of
Oppenheimer Select Managers
(14) (i) Consent of Deloitte & Touche LLP
(14) (ii) Consent of KPMG LLP
Oppenheimer Growth Fund (OPSBX) Inactive
Filed: 20 Aug 03, 12:00am