UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-09365 OPPENHEIMER TRINITY VALUE FUND (Exact name of registrant as specified in charter) 6803 SOUTH TUCSON WAY, CENTENNIAL, COLORADO 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. 498 Seventh Avenue, New York, New York 10018 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: July 31 Date of reporting period: August 1, 2002 - July 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund's performance during its fiscal year ended July 31, 2003, followed by a graphical comparison of the Fund's performance to an appropriate broad-based market index. Management's Discussion of Fund Performance. Over the 12-month period ended July 31, 2003, the Fund's performance was driven primarily by the stock market's broadly based upward trend. The Fund participated in the market's rise, delivering above-average returns in some industry areas, such as financial services, consumer staples and utilities, and below-average returns in others, such as consumer cyclicals and health care. At the same time, the Fund remained true to its disciplined and systematic investment process. It was essentially fully invested in equities at all times, holding only stocks listed in the S&P 500/BARRA Value Index and maintaining portfolio sector weights generally reflecting those of the Index. Our buy, hold and sell decisions remained based on our computer-based modeling tools, with more than 60 stock ranking and valuation techniques. Higher-ranked stocks were purchase candidates, while lower-ranked stocks were either avoided or underweighted. The Fund achieved its best performance compared to the S&P 500/BARRA Value Index in the financial services area. Strong holdings included Capital One Financial Corp., a consumer finance company that rebounded from unusually low valuations reached in October 2002. In another area of financial services, the Fund realized particularly good returns from its investments in money-center banks, such as Citigroup, Inc., that benefited from aggressive cost cutting, improved investment banking revenues and a mortgage refinancing boom fueled by low interest rates. These gains more than compensated for disappointments generated by a small number of financial services holdings, including Household International, Inc. and MBNA Corp., both of which were sold during the period. Although consumer staples stocks declined in the S&P 500 BARRA/Value Index, the Fund delivered positive performance in the area on the strength of several good stock selections. Specifically, we generated positive returns with investments in Archer-Daniels-Midland Corp., a producer of agricultural commodities, and with the timely purchase and sale of Coca-Cola Enterprises, Inc. a leading soft drink bottler. Returns also benefited from our decision to avoid investments in most food, beverage and tobacco producers, and food and drug retailers, which generally lost ground during the period. Within the utilities sector, the Fund benefited from an overweighting in telecommunication stocks, such as Sprint Corp. (Fon Group), as well as the decision to underweight SBC Communications, Inc. which declined during the reporting period. A small number of holdings in other areas also made significant positive contributions to the Fund's relative performance for the period, including computer hardware maker 5 | OPPENHEIMER TRINITY VALUE FUND FUND PERFORMANCE DISCUSSION Hewlett-Packard Co. which advanced on the basis of strengthening business fundamentals and in improving outlook. On the other hand, the strong gains cited above were balanced by weaker-than- average performance in the areas of consumer cyclicals and health care. Among consumer cyclicals, the Fund invested a greater percentage of assets than the benchmark's weighting in two stocks that suffered significant declines at the time they were held: retailer Sears Roebuck & Co., and media and entertainment company Tribune Co. Declines in the Fund's health care holdings were led by insurer Cigna Corp., which failed to meet earnings expectations during the fourth quarter of 2002. As a result, health care proved to be one of the few sectors in which the Fund failed to produce positive returns during the reporting period. In addition, the Fund's relative performance was undermined by the bankruptcy of TXU Corp., an energy holding. While the Fund's disciplined investment approach remained essentially unchanged, we continued to refine our library of stock ranking models with the intent of enhancing the effectiveness of our approach during the period. The Fund's portfolio holdings, allocations and strategies are subject to change. Comparing the Fund's Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each Class of shares of the Fund held until July 31, 2003.The performance for Class A, B, C and Y shares is measured from inception on September 1, 1999. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A shares and the applicable contingent deferred sales charge for Class B, Class C and Class N shares shares. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares. The Fund's performance is compared to the performance of the S&P 500 BARRA/ Value Index, a capitalization-weighted index comprised of stocks of the S&P 500 Index with lower book-to-price ratios relative to the S&P 500 Index as a whole. Each company of the S&P 500 Index is assigned to either the Barra/Value or Barra/Growth index so that the sum of the two indices reflects the total S&P 500 Index. Index performance reflects the reinvestment of dividends but does not consider the effect of capital gains or transaction costs, and none of the data in the graphs that follow shows the effect of taxes. The Fund's performance reflects the effects of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments may not be limited to those investments found in an index. 6 | OPPENHEIMER TRINITY VALUE FUND Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Trinity Value Fund (Class A) S&P 500 BARRA/Value Index [LINE GRAPH OMITTED] Oppenheimer Trinity Value S&P 500 BARRA/ Fund (Class A) Value Index 09/01/1999 9,425 10,000 10/31/1999 9,152 10,151 01/31/2000 8,774 10,137 04/30/2000 9,057 10,425 07/31/2000 9,001 10,246 10/31/2000 9,908 11,134 01/31/2001 9,889 11,577 04/30/2001 9,927 11,087 07/31/2001 9,596 10,653 10/31/2001 8,405 9,084 01/31/2002 8,891 9,538 04/30/2002 8,822 9,439 07/31/2002 7,265 7,919 10/31/2002 6,910 7,650 01/31/2003 6,851 7,550 04/30/2003 7,186 8,060 07/31/2003 7,984 8,910 Average Annual Total Returns of Class A Shares of the Fund at 7/31/03* 1-Year 3.59% Since Inception -5.59% Class B Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Trinity Value Fund (Class B) S&P 500 BARRA/Value Index [LINE GRAPH OMITTED] Oppenheimer Trinity Value S&P 500 BARRA/ Fund (Class B) Value Index 09/01/1999 10,000 10,000 10/31/1999 9,690 10,151 01/31/2000 9,282 10,137 04/30/2000 9,552 10,425 07/31/2000 9,482 10,246 10/31/2000 10,405 11,134 01/31/2001 10,365 11,577 04/30/2001 10,375 11,087 07/31/2001 10,014 10,653 10/31/2001 8,750 9,084 01/31/2002 9,235 9,538 04/30/2002 9,151 9,439 07/31/2002 7,518 7,919 10/31/2002 7,141 7,650 01/31/2003 7,057 7,550 04/30/2003 7,392 8,060 07/31/2003 7,973 8,910 Average Annual Total Returns of Class B Shares of the Fund at 7/31/03* 1-Year 4.19% Since Inception -5.62% *See Notes on page 10 for further details. The performance information for the S&P 500 BARRA/Value Index in the graphs begins on 8/31/99 for Class A, Class B, Class C and Class Y and on 2/28/01 for Class N shares. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 7 | OPPENHEIMER TRINITY VALUE FUND FUND PERFORMANCE DISCUSSION Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Trinity Value Fund (Class C) S&P 500 BARRA/Value Index [LINE GRAPH OMITTED] Oppenheimer Trinity Value S&P 500 BARRA/ Fund (Class C) Value Index 09/01/1999 10,000 10,000 10/31/1999 9,690 10,151 01/31/2000 9,273 10,137 04/30/2000 9,653 10,425 07/31/2000 9,573 10,246 10/31/2000 10,503 11,134 01/31/2001 10,463 11,577 04/30/2001 10,483 11,087 07/31/2001 10,113 10,653 10/31/2001 8,843 9,084 01/31/2002 9,326 9,538 04/30/2002 9,243 9,439 07/31/2002 7,595 7,919 10/31/2002 7,209 7,650 01/31/2003 7,125 7,550 04/30/2003 7,459 8,060 07/31/2003 8,283 8,910 Average Annual Total Returns of Class C Shares of the Fund at 7/31/03* 1-Year 8.07% Since Inception -4.70% Class N Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Trinity Value Fund (Class N) S&P 500 BARRA/Value Index [LINE GRAPH OMITTED] Oppenheimer Trinity Value S&P 500 BARRA/ Fund (Class N) Value Index 03/01/2001 10,000 10,000 04/30/2001 10,438 10,257 07/31/2001 10,080 9,855 10/31/2001 8,816 8,404 01/31/2002 9,307 8,824 04/30/2002 9,234 8,732 07/31/2002 7,605 7,326 10/31/2002 7,232 7,077 01/31/2003 7,159 6,984 04/30/2003 7,501 7,456 07/31/2003 8,342 8,243 Average Annual Total Returns of Class N Shares of the Fund at 7/31/03* 1-Year 8.69% Since Inception -7.23% *See Notes on page 10 for further details. 8 | OPPENHEIMER TRINITY VALUE FUND Class Y Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Trinity Value Fund (Class Y) S&P 500 BARRA/Value Index [LINE GRAPH OMITTED] Oppenheimer Trinity Value S&P 500 BARRA/ Fund (Class Y) Value Index 09/01/1999 10,000 10,000 10/31/1999 9,710 10,151 01/31/2000 9,316 10,137 04/30/2000 9,607 10,425 07/31/2000 9,567 10,246 10/31/2000 10,521 11,134 01/31/2001 10,511 11,577 04/30/2001 10,561 11,087 07/31/2001 10,220 10,653 10/31/2001 8,965 9,084 01/31/2002 9,471 9,538 04/30/2002 9,418 9,439 07/31/2002 7,765 7,919 10/31/2002 7,399 7,650 01/31/2003 7,346 7,550 04/30/2003 7,712 8,060 07/31/2003 8,591 8,910 Average Annual Total Returns of Class Y Shares of the Fund at 7/31/03* 1-Year 10.65% Since Inception -3.80% The performance information for the S&P 500 BARRA/Value Index in the graphs begins on 8/31/99 for Class A, Class B, Class C and Class Y and on 2/28/01 for Class N shares. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 9 | OPPENHEIMER TRINITY VALUE FUND NOTES In reviewing performance and rankings, please remember that past performance cannot guarantee future results. Investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. Because of ongoing market volatility, the Fund's performance may be subject to substantial fluctuations, and current performance may be more or less than the results shown. For updates on the Fund's performance, visit our website at www.oppenheimerfunds.com. Total returns and the ending account values in the graph includes changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. The Fund's portfolio managers are employed by the Fund's sub-advisor, Trinity Investment Management Corporation, an affiliate of OppenheimerFunds, Inc., the Fund's investment manager. For more complete information about the Fund, including charges, expenses and risks, please refer to the prospectus. To obtain a copy, call your financial advisor, call OppenheimerFunds Distributor, Inc. at 1.800.CALL OPP (1.800.225.5677). Read the prospectus carefully before you invest or send money. Class A shares of the Fund were first publicly offered on 9/1/99. Unless otherwise noted, Class A total returns are shown net of the applicable 5.75% maximum initial sales charge. Class B shares of the Fund were first publicly offered on 9/1/99. Unless otherwise noted, Class B total returns are shown net of the applicable contingent deferred sales charge of 5% (1-year) and 3% (since inception). Class B shares are subject to an annual 0.75% asset-based sales charge. Class C shares of the Fund were first publicly offered on 9/1/99. Unless otherwise noted Class C total returns are shown net of the 1% contingent deferred sales charge for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. Class Y shares of the Fund were first publicly offered on 9/1/99. Class Y shares are only offered to certain institutional investors under special agreement with the distributor. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 10 | OPPENHEIMER TRINITY VALUE FUND STATEMENT OF INVESTMENTS July 31, 2003 Market Value Shares See Note 1 - ----------------------------------------------------------------------- Common Stocks--96.3% - ----------------------------------------------------------------------- Consumer Discretionary--13.7% - ----------------------------------------------------------------------- Auto Components--2.3% Johnson Controls, Inc. 2,200 $ 212,542 - ----------------------------------------------------------------------- Automobiles--3.6% Ford Motor Co. 5,800 64,148 - ----------------------------------------------------------------------- General Motors Corp. 7,000 262,010 ---------------- 326,158 - ----------------------------------------------------------------------- Hotels, Restaurants & Leisure--0.8% Harrah's Entertainment, Inc. 1 1,600 69,840 - ----------------------------------------------------------------------- Household Durables--1.1% Cavco Industries, Inc. 1 55 1,059 - ----------------------------------------------------------------------- Centex Corp. 1,300 94,341 ---------------- 95,400 - ----------------------------------------------------------------------- Media--3.9% AOL Time Warner, Inc. 1 8,700 134,241 - ----------------------------------------------------------------------- Tribune Co. 3,100 146,382 - ----------------------------------------------------------------------- Viacom, Inc., Cl. B 1 1,800 78,336 ---------------- 358,959 - ----------------------------------------------------------------------- Textiles, Apparel & Luxury Goods--2.0% Liz Claiborne, Inc. 5,400 185,922 - ----------------------------------------------------------------------- Consumer Staples--0.6% - ----------------------------------------------------------------------- Food & Staples Retailing--0.6% Winn-Dixie Stores, Inc. 4,800 55,008 - ----------------------------------------------------------------------- Energy--12.4% - ----------------------------------------------------------------------- Oil & Gas--12.4% Anadarko Petroleum Corp. 1,600 70,080 - ----------------------------------------------------------------------- Apache Corp. 693 42,938 - ----------------------------------------------------------------------- ChevronTexaco Corp. 5,100 367,761 - ----------------------------------------------------------------------- Exxon Mobil Corp. 16,400 583,512 - ----------------------------------------------------------------------- Marathon Oil Corp. 2,400 61,776 ---------------- 1,126,067 - ----------------------------------------------------------------------- Financials--31.1% - ----------------------------------------------------------------------- Commercial Banks--4.4% Bank of America Corp. 700 57,799 - ----------------------------------------------------------------------- U.S. Bancorp 3,000 73,560 - ----------------------------------------------------------------------- Washington Mutual, Inc. 6,700 264,516 ---------------- 395,875 Market Value Shares See Note 1 - ----------------------------------------------------------------------- Diversified Financial Services--11.0% Citigroup, Inc. 12,500 $ 560,000 - ----------------------------------------------------------------------- Lehman Brothers Holdings, Inc. 2,700 170,829 - ----------------------------------------------------------------------- Morgan Stanley 5,700 270,408 ---------------- 1,001,237 - ----------------------------------------------------------------------- Insurance--11.2% ACE Ltd. 5,200 171,548 - ----------------------------------------------------------------------- American International Group, Inc. 7,900 507,180 - ----------------------------------------------------------------------- Safeco Corp. 3,200 119,136 - ----------------------------------------------------------------------- Torchmark Corp. 3,600 146,304 - ----------------------------------------------------------------------- Travelers Property Casualty Corp., Cl. B 4,800 77,472 ---------------- 1,021,640 - ----------------------------------------------------------------------- Real Estate--3.7% Apartment Investment & Management Co. 2,100 82,761 - ----------------------------------------------------------------------- Equity Residential 1,800 50,220 - ----------------------------------------------------------------------- Simon Property Group, Inc. 4,800 203,280 ---------------- 336,261 - ----------------------------------------------------------------------- Thrifts & Mortgage Finance--0.8% Countrywide Financial Corp. 1,100 73,491 - ----------------------------------------------------------------------- Health Care--1.0% - ----------------------------------------------------------------------- Health Care Providers & Services--1.0% Cigna Corp. 2,000 93,560 - ----------------------------------------------------------------------- Industrials--7.3% - ----------------------------------------------------------------------- Aerospace & Defense--4.2% Northrop Grumman Corp. 1,500 138,360 - ----------------------------------------------------------------------- United Technologies Corp. 3,300 248,259 ---------------- 386,619 - ----------------------------------------------------------------------- Commercial Services & Supplies--2.3% Waste Management, Inc. 8,700 207,843 - ----------------------------------------------------------------------- Electrical Equipment--0.8% Rockwell Automation, Inc. 2,700 69,768 11 | OPPENHEIMER TRINITY VALUE FUND STATEMENT OF INVESTMENTS Continued Market Value Shares See Note 1 - ----------------------------------------------------------------------- Information Technology--7.5% - ----------------------------------------------------------------------- Computers & Peripherals--4.9% EMC Corp. 1 4,000 $ 42,560 - ----------------------------------------------------------------------- Hewlett-Packard Co. 17,700 374,709 - ----------------------------------------------------------------------- Sun Microsystems, Inc. 1 7,100 26,554 ---------------- 443,823 - ----------------------------------------------------------------------- IT Services--2.3% Computer Sciences Corp. 1 400 16,228 - ----------------------------------------------------------------------- Unisys Corp. 1 15,900 194,934 ---------------- 211,162 - ----------------------------------------------------------------------- Semiconductors & Semiconductor Equipment--0.3% Broadcom Corp., Cl. A 1 1,100 22,297 - ----------------------------------------------------------------------- Materials--6.1% - ----------------------------------------------------------------------- Chemicals--2.3% Dow Chemical Co. 5,800 204,740 - ----------------------------------------------------------------------- Containers & Packaging--3.8% Bemis Co., Inc. 3,500 156,415 - ----------------------------------------------------------------------- Pactiv Corp. 1 9,800 193,550 ---------------- 349,965 - ----------------------------------------------------------------------- Telecommunication Services--11.8% - ----------------------------------------------------------------------- Diversified Telecommunication Services--8.6% BellSouth Corp. 9,800 249,606 - ----------------------------------------------------------------------- Sprint Corp. (Fon Group) 16,000 225,920 - ----------------------------------------------------------------------- Verizon Communications, Inc. 8,800 306,768 ---------------- 782,294 - ----------------------------------------------------------------------- Wireless Telecommunication Services--3.2% AT&T Corp. 10,700 227,482 - ----------------------------------------------------------------------- AT&T Wireless Services, Inc. 1 7,100 60,563 ---------------- 288,045 Market Value Shares See Note 1 - ----------------------------------------------------------------------- Utilities--4.8% - ----------------------------------------------------------------------- Electric Utilities--3.3% FirstEnergy Corp. 1,400 $ 48,286 - ----------------------------------------------------------------------- Public Service Enterprise Group, Inc. 1,800 73,350 - ----------------------------------------------------------------------- TXU Corp. 8,700 175,479 ---------------- 297,115 - ----------------------------------------------------------------------- Gas Utilities--1.5% Sempra Energy 5,100 141,933 ---------------- Total Common Stocks (Cost $8,381,417) 8,757,564 Principal Amount - ----------------------------------------------------------------------- Joint Repurchase Agreements--3.7% Undivided interest of 8.26% in joint repurchase agreement (Principal Amount/Market Value $4,093,000, with a maturity value of $4,093,117) with Banc One Capital Markets, Inc., 1.03%, dated 7/31/03, to be repurchased at $338,010 on 8/1/03, collateralized by U.S. Treasury Nts., 3%, 2/29/04, with a value of $4,178,213 (Cost $338,000) $338,000 338,000 - ----------------------------------------------------------------------- Total Investments, at Value (Cost $8,719,417) 100.0% 9,095,564 - ----------------------------------------------------------------------- Liabilities in Excess of Other Assets 0.0 (2,430) ----------------------------- Net Assets 100.0% $9,093,134 ============================= Footnotes to Statement of Investments 1. Non-income producing security. See accompanying Notes to Financial Statements. 12 | OPPENHEIMER TRINITY VALUE FUND STATEMENT OF ASSETS AND LIABILITIES July 31, 2003 - -------------------------------------------------------------------------------- Assets Investments, at value (cost $8,719,417)-- see accompanying statement $9,095,564 - -------------------------------------------------------------------------------- Cash 275 - -------------------------------------------------------------------------------- Receivables and other assets: Shares of beneficial interest sold 46,720 Interest and dividends 12,923 Other 654 ------------ Total assets 9,156,136 - -------------------------------------------------------------------------------- Liabilities Payables and other liabilities: Investments purchased 18,008 Shares of beneficial interest redeemed 14,901 Legal, auditing and other professional fees 11,696 Shareholder reports 11,463 Transfer and shareholder servicing agent fees 1,846 Distribution and service plan fees 1,601 Trustees' compensation 1,209 Other 2,278 ------------ Total liabilities 63,002 - -------------------------------------------------------------------------------- Net Assets $9,093,134 ============ - -------------------------------------------------------------------------------- Composition of Net Assets Paid-in capital $10,809,307 - -------------------------------------------------------------------------------- Undistributed net investment income 21,920 - -------------------------------------------------------------------------------- Accumulated net realized loss on investment transactions (2,114,240) - -------------------------------------------------------------------------------- Net unrealized appreciation on investments 376,147 ------------ Net Assets $9,093,134 ============ 13 | OPPENHEIMER TRINITY VALUE FUND STATEMENT OF ASSETS AND LIABILITIES Continued - -------------------------------------------------------------------------------- Net Asset Value Per Share Class A Shares: Net asset value and redemption price per share (based on net assets of $4,295,626 and 530,114 shares of beneficial interest outstanding) $8.10 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $8.59 - -------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $1,897,036 and 242,074 shares of beneficial interest outstanding) $7.84 - -------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $1,720,213 and 216,637 shares of beneficial interest outstanding) $7.94 - -------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $536,220 and 66,734 shares of beneficial interest outstanding) $8.04 - -------------------------------------------------------------------------------- Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $644,039 and 78,461 shares of beneficial interest outstanding) $8.21 See accompanying Notes to Financial Statements. 14 | OPPENHEIMER TRINITY VALUE FUND STATEMENT OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2003 - ------------------------------------------------------------------------ Investment Income Dividends $ 228,410 - ------------------------------------------------------------------------ Interest 5,031 ------------ Total investment income 233,441 - ------------------------------------------------------------------------ Expenses Management fees 69,123 - ------------------------------------------------------------------------ Distribution and service plan fees: Class A 9,834 Class B 21,501 Class C 18,805 Class N 898 - ------------------------------------------------------------------------ Transfer and shareholder servicing agent fees: Class A 17,641 Class B 15,577 Class C 9,078 Class N 620 - ------------------------------------------------------------------------ Shareholder reports 43,966 - ------------------------------------------------------------------------ Legal, auditing and other professional fees 12,007 - ------------------------------------------------------------------------ Custodian fees and expenses 735 - ------------------------------------------------------------------------ Trustees' compensation 484 - ------------------------------------------------------------------------ Other 8,347 ------------ Total expenses 228,616 Less reduction to custodian expenses (19) Less reimbursement of management fees (2,728) Less voluntary waiver of transfer and shareholder servicing agent fees--Class A (3,327) Less voluntary waiver of transfer and shareholder servicing agent fees--Class B (8,963) Less voluntary waiver of transfer and shareholder servicing agent fees--Class C (3,089) Less voluntary waiver of transfer and shareholder servicing agent fees--Class N (88) ------------ Net expenses 210,402 - ------------------------------------------------------------------------ Net Investment Income 23,039 - ------------------------------------------------------------------------ Realized and Unrealized Gain (Loss) Net realized loss on investments (1,124,158) - ------------------------------------------------------------------------ Net change in unrealized appreciation on investments 1,680,930 - ------------------------------------------------------------------------ Net Increase in Net Assets Resulting from Operations $ 579,811 ============ See accompanying Notes to Financial Statements. 15 | OPPENHEIMER TRINITY VALUE FUND STATEMENTS OF CHANGES IN NET ASSETS Year Ended July 31, 2003 2002 - -------------------------------------------------------------------------------- Operations Net investment income $ 23,039 $ 2,294 - -------------------------------------------------------------------------------- Net realized loss (1,124,158) (990,083) - -------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) 1,680,930 (1,231,628) ----------------------------- Net increase (decrease) in net assets resulting from operations 579,811 (2,219,417) - -------------------------------------------------------------------------------- Dividends and/or Distributions to Shareholders Distributions from net realized gain: Class A -- (147,195) Class B -- (76,463) Class C -- (64,231) Class N -- (159) Class Y -- (18,823) - -------------------------------------------------------------------------------- Distributions in excess of net realized gain: Class A -- (908) Class B -- (470) Class C -- (419) Class N -- (3) Class Y -- (119) - -------------------------------------------------------------------------------- Beneficial Interest Transactions Net increase (decrease) in net assets resulting from beneficial interest transactions: Class A 798,997 523,137 Class B 225,726 268,164 Class C 155,392 (88,170) Class N 479,618 34,262 Class Y 118,741 199,771 - -------------------------------------------------------------------------------- Net Assets Total increase (decrease) 2,358,285 (1,591,043) - -------------------------------------------------------------------------------- Beginning of period 6,734,849 8,325,892 ----------------------------- End of period [including undistributed (overdistributed) net investment income of $21,920 and $(1,119), respectively] $9,093,134 $6,734,849 ============================= See accompanying Notes to Financial Statements. 16 | OPPENHEIMER TRINITY VALUE FUND FINANCIAL HIGHLIGHTS Class A Year Ended July 31, 2003 2002 2001 2000 1 - ------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $7.37 $10.15 $ 9.52 $10.00 - ------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .04 .03 .02 .05 Net realized and unrealized gain (loss) .69 (2.42) .61 (.50) ----------------------------------------------- Total from investment operations .73 (2.39) .63 (.45) - ------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- (.03) Distributions from net realized gain -- (.39) -- -- Distributions in excess of net realized gain -- -- 2 -- -- ----------------------------------------------- Total dividends and/or distributions to shareholders -- (.39) -- (.03) - ------------------------------------------------------------------------------------------------------- Net asset value, end of period $8.10 $ 7.37 $10.15 $ 9.52 ============================================== - ------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 9.91% (24.30)% 6.62% (4.50)% - ------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $4,296 $3,203 $3,868 $3,798 - ------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $4,506 $3,683 $3,932 $2,802 - ------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income 0.58% 0.36% 0.20% 0.52% Expenses, gross 2.07% 1.78% 1.63% 1.53% Expenses, net 1.95% 5,6,7 1.72% 5,7 1.63% 5 1.47% 8 - ------------------------------------------------------------------------------------------------------- Portfolio turnover rate 156% 133% 207% 285% 1. For the period from September 1, 1999 (commencement of operations) to July 31, 2000. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period (or commencement of operations), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Net of voluntary waiver of management fees. 7. Net of voluntary waiver of transfer agent fees. 8. Net of reduction to custodian expenses. See accompanying Notes to Financial Statements. 17 | OPPENHEIMER TRINITY VALUE FUND FINANCIAL HIGHLIGHTS CONTINUED Class B Year Ended July 31, 2003 2002 2001 2000 1 - ---------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $7.18 $9.98 $9.45 $10.00 - ---------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.01) (.03) (.02) .01 Net realized and unrealized gain (loss) .67 (2.38) .55 (.53) -------------------------------------------------- Total from investment operations .66 (2.41) .53 (.52) - ---------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- (.03) Distributions from net realized gain -- (.39) -- -- Distributions in excess of net realized gain -- -- 2 -- -- -------------------------------------------------- Total dividends and/or distributions to shareholders -- (.39) -- (.03) - ---------------------------------------------------------------------------------------------------------- Net asset value, end of period $7.84 $7.18 $9.98 $ 9.45 ================================================== - ---------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 9.19% (24.93)% 5.61% (5.18)% - ---------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data - ---------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $1,897 $1,584 $1,927 $643 Average net assets (in thousands) $2,151 $1,907 $1,329 $235 - ---------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment loss (0.20)% (0.42)% (0.52)% (0.36)% Expenses, gross 3.18% 2.57% 2.57% 2.41% Expenses, net 2.71% 5,6,7 2.51% 5,7 2.57% 5 2.35% 8 - ---------------------------------------------------------------------------------------------------------- Portfolio turnover rate 156% 133% 207% 285% 1. For the period from September 1, 1999 (commencement of operations) to July 31, 2000. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period (or commencement of operations), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Net of voluntary waiver of management fees. 7. Net of voluntary waiver of transfer agent fees. 8. Net of reduction to custodian expenses. See accompanying Notes to Financial Statements. 18 | OPPENHEIMER TRINITY VALUE FUND Class C Year Ended July 31, 2003 2002 2001 2000 1 - ------------------------------------------------------------------------------------------------------ Per Share Operating Data Net asset value, beginning of period $7.28 $10.11 $ 9.57 $10.00 - ------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.01) (.04) (.03) (.02) Net realized and unrealized gain (loss) .67 (2.40) .57 (.41) ------------------------------------------------ Total from investment operations .66 (2.44) .54 (.43) - ------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- 2 Distributions from net realized gain -- (.39) -- -- Distributions in excess of net realized gain -- -- 2 -- -- ------------------------------------------------ Total dividends and/or distributions to shareholders -- (.39) -- -- - ------------------------------------------------------------------------------------------------------ Net asset value, end of period $7.94 $ 7.28 $10.11 $ 9.57 ================================================= - ------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 9.07% (24.91)% 5.64% (4.27)% - ------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $1,720 $1,453 $2,102 $851 - ------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $1,881 $1,698 $1,878 $260 - ------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment loss (0.24)% (0.40)% (0.44)% (0.36)% Expenses, gross 2.94% 2.57% 2.56% 2.41% Expenses, net 2.73% 5,6,7 2.51% 5,7 2.56% 5 2.35% 8 - ------------------------------------------------------------------------------------------------------- Portfolio turnover rate 156% 133% 207% 285% 1. For the period from September 1, 1999 (commencement of operations) to July 31, 2000. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period (or commencement of operations), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Net of voluntary waiver of management fees. 7. Net of voluntary waiver of transfer agent fees. 8. Net of reduction to custodian expenses. See accompanying Notes to Financial Statements. 19 | OPPENHEIMER TRINITY VALUE FUND FINANCIAL HIGHLIGHTS Continued Class N Year Ended July 31, 2003 2002 2001 1 - -------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $7.33 $10.13 $10.05 - ---------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .01 .02 (.02) Net realized and unrealized gain (loss) .70 (2.43) .10 -------------------------------------- Total from investment operations .71 (2.41) .08 - ---------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- Distributions from net realized gain -- (.39) -- Distributions in excess of net realized gain -- -- 2 -- -------------------------------------- Total dividends and/or distributions to shareholders -- (.39) -- - ---------------------------------------------------------------------------------------------- Net asset value, end of period $8.04 $ 7.33 $10.13 ====================================== - ---------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 9.69% (24.55)% 0.80% - ---------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $536 $29 $1 - ---------------------------------------------------------------------------------------------- Average net assets (in thousands) $181 $12 $1 - ---------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income (loss) 0.08% (0.05)% (0.48)% Expenses, gross 2.30% 2.10% 1.63% Expenses, net 2.20% 5,6,7 2.04% 5,7 1.63% 5 - -------------------------------------------------------------------------------------------- Portfolio turnover rate 156% 133% 207% 1. For the period from March 1, 2001 (inception of offering) to July 31, 2001. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period (or inception of offering), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Reduction to custodian expenses less than 0.01%. 6. Net of voluntary waiver of management fees. 7. Net of voluntary waiver of transfer agent fees. See accompanying Notes to Financial Statements. 20 | OPPENHEIMER TRINITY VALUE FUND Class Y Year Ended July 31, 2003 2002 2001 2000 1 - ---------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $7.42 $10.18 $ 9.53 $10.00 - ---------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .05 .05 (.01) .07 Net realized and unrealized gain (loss) .74 (2.42) .66 (.50) ------------------------------------------------- Total from investment operations .79 (2.37) .65 (.43) - --------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- (.04) Distributions from net realized gain -- (.39) -- -- Distributions in excess of net realized gain -- -- 2 -- -- ------------------------------------------------ Total dividends and/or distributions to shareholders -- (.39) -- (.04) - --------------------------------------------------------------------------------------------------------- Net asset value, end of period $8.21 $ 7.42 $10.18 $ 9.53 ================================================== - ---------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 10.65% (24.02)% 6.82% (4.33)% - ---------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $644 $466 $427 $1 - ---------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $504 $484 $119 $1 - ---------------------------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment income 1.05% 0.78% 0.53% 0.62% Expenses, gross 1.46% 1.78% 2.44% 5 1.42% Expenses, net 1.41% 6,7 1.37% 6,8 1.43% 6 1.37% 9 - ---------------------------------------------------------------------------------------------------------- Portfolio turnover rate 156% 133% 207% 285% 1. For the period from September 1, 1999 (commencement of operations) to July 31, 2000. 2. Less than $0.005 per share. 3. Assumes an investment on the business day before the first day of the fiscal period (or commencement of operations), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Added since July 31, 2001 to reflect expenses before reduction to custodian expenses and voluntary waiver of transfer agent fees. 6. Reduction to custodian expenses less than 0.01%. 7. Net of voluntary waiver of management fees. 8. Net of voluntary waiver of transfer agent fees. 9. Net of reduction to custodian expenses. See accompanying Notes to Financial Statements. 21 | OPPENHEIMER TRINITY VALUE FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Oppenheimer Trinity Value Fund (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek long-term growth of capital. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Manager has entered into a sub-advisory agreement with Trinity Investment Management Corporation, a related party to the Manager.. The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC. All classes of shares have identical rights and voting privileges. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares six years after the date of purchase. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- Securities Valuation. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Trustees, or at their fair value. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- Joint Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. Secured by U.S. government securities, these balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In 22 | OPPENHEIMER TRINITY VALUE FUND the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of investment for federal income tax purposes. Net Unrealized Undistributed Appreciation Based Net Undistributed Accumulated on Cost of Securities Investment Long-Term Loss for Federal Income Income Gain Carryforward 1,2,3 Tax Purposes - -------------------------------------------------------------------------------- $23,190 $-- $2,103,342 $365,248 1. As of July 31, 2003, the Fund had $1,280,584 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of July 31, 2003, details of the capital loss carryforwards were as follows: Expiring ---------------------- 2010 $ 275,923 2011 1,004,661 ----------- Total $1,280,584 =========== 2. During the fiscal years ended July 31, 2003 and July 31, 2002, the Fund did not utilize any capital loss carryforwards. 3. As of July 31, 2003, the Fund had $822,758 of post-October losses available to offset future capital gains, if any. Such losses, if unutilized, will expire in 2012. The tax character of distributions paid during the years ended July 31, 2003 and July 31, 2002 was as follows: Year Ended Year Ended July 31, 2003 July 31, 2002 ------------------------------------------------------ Distributions paid from: Ordinary income $-- $272,232 Long-term capital gain -- 34,639 Distribution in excess of net realized gain -- 1,919 -------------------------- Total $-- $308,790 ========================== 23 | OPPENHEIMER TRINITY VALUE FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Continued The aggregate cost of investments and the composition of unrealized appreciation and depreciation of investments for federal income tax purposes as of July 31, 2003 are noted below. The primary difference between book and tax appreciation or depreciation of investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. Federal Tax Cost $8,730,316 ========== Gross unrealized appreciation $ 675,985 Gross unrealized depreciation (310,737) ---------- Net unrealized appreciation $ 365,248 ========== - -------------------------------------------------------------------------------- Trustees' Compensation. The Fund has adopted an unfunded retirement plan for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during the years of service. During the year ended July 31, 2003, the Fund's projected benefit obligations were increased by $191 and payments of $40 were made to retired trustees, resulting in an accumulated liability of $1,271 as of July 31, 2003. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or are invested in other selected Oppenheimer funds. Deferral of trustees' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- Expense Offset Arrangement. The reduction of custodian fees represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make 24 | OPPENHEIMER TRINITY VALUE FUND estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. Shares of Beneficial Interest The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows: Year Ended July 31, 2003 Year Ended July 31, 2002 Shares Amount Shares Amount - ----------------------------------------------------------------------------------------------------- Class A Sold 771,727 $ 5,508,001 410,692 $ 3,730,247 Dividends and/or distributions reinvested -- -- 15,038 136,703 Redeemed (676,176) (4,709,004) (372,142) (3,343,813) ------------------------------------------------------------- Net increase 95,551 $ 798,997 53,588 $ 523,137 ============================================================= - ----------------------------------------------------------------------------------------------------- Class B Sold 328,499 $ 2,274,833 165,784 $ 1,473,693 Dividends and/or distributions reinvested -- -- 7,752 69,074 Redeemed (306,950) (2,049,107) (146,138) (1,274,603) ------------------------------------------------------------- Net increase 21,549 $ 225,726 27,398 $ 268,164 ============================================================= - ----------------------------------------------------------------------------------------------------- Class C Sold 247,418 $ 1,734,082 199,337 $ 1,768,749 Dividends and/or distributions reinvested -- -- 6,345 57,299 Redeemed (230,409) (1,578,690) (213,979) (1,914,218) ------------------------------------------------------------- Net increase (decrease) 17,009 $ 155,392 (8,297) $ (88,170) ============================================================= - ----------------------------------------------------------------------------------------------------- Class N Sold 66,368 $ 503,565 4,004 $ 35,798 Dividends and/or distributions reinvested -- -- 13 123 Redeemed (3,559) (23,947) (192) (1,659) ------------------------------------------------------------- Net increase 62,809 $ 479,618 3,825 $ 34,262 ============================================================= - ----------------------------------------------------------------------------------------------------- Class Y Sold 28,121 $ 207,674 28,239 $ 258,879 Dividends and/or distributions reinvested -- -- 2,070 18,902 Redeemed (12,420) (88,933) (9,491) (78,010) ------------------------------------------------------------- Net increase 15,701 $ 118,741 20,818 $ 199,771 ============================================================= 25 | OPPENHEIMER TRINITY VALUE FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 3. Purchases and Sales of Securities The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended July 31, 2003, were $15,645,666 and $13,916,563, respectively. - -------------------------------------------------------------------------------- 4. Fees and Other Transactions with Affiliates Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.75% of the first $200 million of average annual net assets of the Fund, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, and 0.60% of average annual net assets in excess of $800 million. Effective January 1, 2003, the Manager voluntarily agreed to waive its advisory fee at an annual rate equal to 0.10% of each class's average daily net assets until the Fund's trailing one-year performance at the end of the preceding quarter is in or below the fifth quintile of the Fund's Lipper peer group (i.e., multi-cap value funds). When the Fund's performance meets the preceding condition, the Manager will voluntarily waive its advisory fee at an annual rate equal to 0.05% of each class's average daily net assets while the Fund's trailing one-year performance at the end of the preceding quarter is in the fourth quintile of the Fund's Lipper peer group. The foregoing advisory fee waiver automatically terminates when the Fund's trailing one-year performance at the end of the preceding quarter is in the third quintile of the Fund's Lipper peer group. As a result of this agreement the Fund was reimbursed $2,728 for the year ended July 31, 2003. The foregoing waiver may be amended or withdrawn by the Manager at any time. - -------------------------------------------------------------------------------- Sub-Advisor Fees. The Manager pays Trinity Investment Management Corporation (the Sub-Advisor) based on the fee schedule set forth in the Prospectus. For the year ended July 31, 2003, the Manager paid $22,668 to the Sub-Advisor for services to the Fund. - -------------------------------------------------------------------------------- Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended July 31, 2003, the Fund paid $30,131 to OFS for services to the Fund. Additionally, Class Y shares are subject to minimum fees of $5,000 for assets of less than $10 million and $10,000 for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees up to an annual rate of 0.35% of average annual net assets for all classes. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- Distribution and Service Plan (12b-1) Fees. Under its General Distributor's Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the 26 | OPPENHEIMER TRINITY VALUE FUND Fund's principal underwriter in the continuous public offering of the different classes of shares of the Fund. The compensation paid to (or retained by) the Distributor from the sale of shares or on the redemption of shares is shown in the table below for the period indicated. Aggregate Class A Concessions Concessions Concessions Concessions Front-End Front-End on Class A on Class B on Class C on Class N Sales Charges Sales Charges Shares Shares Shares Shares on Class A Retained by Advanced by Advanced by Advanced by Advanced by Year Ended Shares Distributor Distributor 1 Distributor 1 Distributor 1 Distributor 1 - --------------------------------------------------------------------------------------------------------------------- July 31, 2003 $26,137 $15,330 $4,012 $16,178 $40,428 $9,738 1. The Distributor advances concession payments to dealers for certain sales of Class A shares and for sales of Class B, Class C and Class N shares from its own resources at the time of sale. Class A Class B Class C Class N Contingent Contingent Contingent Contingent Deferred Deferred Deferred Deferred Sales Charges Sales Charges Sales Charges Sales Charges Retained by Retained by Retained by Retained by Year Ended Distributor Distributor Distributor Distributor - ------------------------------------------------------------------------------- July 31, 2003 $-- $12,865 $238 $206 - -------------------------------------------------------------------------------- Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A Shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. For the year ended July 31, 2003, expense under the Class A Plan totaled $9,834, all of which were paid by the Distributor to recipients, which included $13 retained by the Distributor and $1,272 which was paid to an affiliate of the Manager. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. - -------------------------------------------------------------------------------- Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and the Fund pays the Distributor an annual asset-based sales charge of 0.25% per year on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. Distribution fees paid to the Distributor for the year ended July 31, 2003, were as follows: Distributor's Distributor's Aggregate Aggregate Unreimbursed Unreimbursed Expenses as % Total Payments Amount Retained Expenses of Net Assets Under Plan by Distributor Under Plan of Class - ------------------------------------------------------------------------------ Class B Plan $21,501 $17,321 $34,408 1.81% Class C Plan 18,805 7,303 26,800 1.56 Class N Plan 898 814 2,873 0.54 27 | OPPENHEIMER TRINITY VALUE FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 5. Fund Reorganization On September 12, 2003, Shareholders of Oppenheimer Trinity Value Fund approved a fund reorganization, whereby Shareholders received shares of Oppenheimer Value Fund. The reorganization occurred on September 18, 2003. 28 | OPPENHEIMER TRINITY VALUE FUND INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- The Board of Trustees and Shareholders of Oppenheimer Trinity Value Fund: We have audited the accompanying statement of assets and liabilities of Oppenheimer Trinity Value Fund, including the statement of investments, as of July 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, and the period from September 1, 1999 (commencement of operations) to July 31, 2000. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of July 31, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Trinity Value Fund as of July 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the three years in the period then ended, and the period from September 1, 1999 (commencement of operations) to July 31, 2000, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Denver, Colorado August 21, 2003 29 | OPPENHEIMER TRINITY VALUE FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- In early 2004, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2003. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. Dividends paid by the Fund during the fiscal year ended July 31, 2003 which are not designated as capital gain distribution should be multiplied by 100% to arrive at the amount eligible for the corporate dividend received deduction. A portion of the dividends paid by the Fund during the fiscal year ended July 31, 2003 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. $120,500 of the Fund's fiscal year taxable income is eligible for the lower individual income tax rates. In early 2004, shareholders of record will receive information regarding the percentage of distributions that are eligible for lower individual income tax rates. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES UNAUDITED - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund will be required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 30 | OPPENHEIMER TRINITY VALUE FUND TRUSTEES AND OFFICERS Unaudited Name, Position(s) Held with Fund, Principal Occupation(s) During Past 5 Years; Length of Service, Age Other Trusteeships/Directorships Held by Trustee; Number of Portfolios in Fund Complex Currently Overseen by Trustee INDEPENDENT TRUSTEES The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Trustee serves for an indefinite term, until his or her resignation, retirement, death or removal. Clayton K. Yeutter, Of Counsel (since 1993), Hogan & Hartson (a Chairman of the Board of Trustees law firm). Other directorships: Weyerhaeuser (since 2003); Trustee (since Corp. (since 1999) and Danielson Holding 1999) Age: 72 Corp. (since 2002); formerly a director of Caterpillar, Inc. (1993-December 2002). Oversees 29 portfolios in the OppenheimerFunds complex. Robert G. Galli, Trustee A trustee or director of other Oppenheimer (since 1999) Age: 69 funds. Formerly Trustee (May 2000-2002) of Research Foundation of AIMR (investment research, non-profit) and Vice Chairman (October 1995-December 1997) of OppenheimerFunds, Inc. (the Manager). Oversees 39 portfolios in the OppenheimerFunds complex. Phillip A. Griffiths, Trustee A director (since 1991) of the Institute for (since 1999) Age: 64 Advanced Study, Princeton, N.J., a director (since 2001) of GSI Lumonics, a trustee (since 1983) of Woodward Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 29 portfolios in the OppenheimerFunds complex. Joel W. Motley, Trustee Director (since 2002) Columbia Equity (since 2002) Age: 53 Financial Corp. (privately-held financial adviser); Managing Director (since 2002) Carmona Motley, Inc. (privately-held financial adviser); Formerly he held the following positions: Managing Director (January 1998-December 2001), Carmona Motley Hoffman Inc. (privately-held financial adviser); Managing Director (January 1992-December 1997), Carmona Motley & Co. (privately-held financial adviser). Oversees 29 portfolios in the OppenheimerFunds complex. Kenneth A. Randall, Trustee A director of Dominion Resources, Inc. (since 1999) Age: 76 (electric utility holding company) and Prime Retail, Inc. (real estate investment trust); formerly a director of Dominion Energy, Inc. (electric power and oil & gas producer), President and Chief Executive Officer of The Conference Board, Inc. (international economic and business research) and a director of Lumbermens Mutual Casualty Company, American Motorists Insurance Company and American Manufacturers Mutual Insurance Company. Oversees 29 portfolios in the OppenheimerFunds complex. Edward V. Regan, Trustee President, Baruch College, CUNY; a director (since 1999) Age: 73 of RBAsset (real estate manager); a director of OffitBank; formerly Trustee, Financial Accounting Foundation (FASB and GASB), Senior Fellow of Jerome Levy Economics Institute, Bard College, Chairman of Municipal Assistance Corporation for the City of New York, New York State Comptroller and Trustee of New York State and Local Retirement Fund. Oversees 29 investment companies in the OppenheimerFunds complex. Russell S. Reynolds, Jr., Chairman (since 1993) of The Directorship Trustee (since 1999) Age: 71 Search Group, Inc. (corporate governance consulting and executive recruiting); a life trustee of International House (non-profit educational organization), and a trustee (since 1996) of the Greenwich Historical Society. Oversees 31 portfolios in the OppenheimerFunds complex. 31 | OPPENHEIMER TRINITY VALUE FUND TRUSTEES AND OFFICERS Unaudited / Continued Donald W. Spiro, Vice Chairman Emeritus (since January 1991) of Chairman of the Board of the Manager. Formerly a director (January Trustees, Trustee (since 1969-August 1999) of the Manager. Oversees 1999) Age: 77 29 portfolios in the OppenheimerFunds complex. ------------------------------------------------------------------------------- INTERESTED TRUSTEE AND The address of Mr. Murphy in the chart below OFFICER is 498 Seventh Avenue, New York, NY 10018. Mr. Murphy serves for an indefinite term, until his resignation, death or removal. John V. Murphy, President and Chairman, Chief Executive Officer and Trustee, Trustee (since 2001) director (since June 2001) and President Age: 54 (since September 2000) of the Manager; President and a director or trustee of other Oppenheimer funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity Investment Management Corp. and Tremont Advisers, Inc. (investment advisory affiliates of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of David L. Babson & Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 73 portfolios in the OppenheimerFunds complex. ------------------------------------------------------------------------------- OFFICERS The address of the Officers in the chart below is as follows: for Mr. Zack, 498 Seventh Avenue, New York, NY 10018, for Mr. Wixted, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or her earlier resignation, death or removal. Brian W. Wixted, Senior Vice President and Treasurer (since Treasurer (since 1999) March 1999) of the Manager; Treasurer (since Age: 43 March 1999) of HarbourView Asset Management Corporation, Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (offshore fund management subsidiary of the Manager) (since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000) (offshore fund management subsidiaries of the Manager); Treasurer and Chief Financial Officer (since May 2000) of Oppenheimer Trust 32 | OPPENHEIMER TRINITY VALUE FUND Brian W. Wixted, Company (a trust company subsidiary of the Continued Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services Division. An officer of 89 portfolios in the OppenheimerFunds complex. Robert G. Zack, Senior Vice President (since May 1985) and Secretary (since 2001) General Counsel (since February 2002) of the Age: 54 Manager; General Counsel and a director (since November 2001) of OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Vice President and a director (since November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International Ltd. and OppenheimerFunds plc (October 1997-November 2001). An officer of 89 portfolios in the OppenheimerFunds complex. The Fund's Statement of Additional Information contains additional information about the Fund's Trustee's and is available without charge upon request. 33 | OPPENHEIMER TRINITY VALUE FUND ITEM 2. CODE OF ETHICS ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the Fund has determined that Edward V. Regan, the Chairman of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Regan as the Audit Committee's financial expert. Mr. Regan is an "independent" Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED ITEM 5. NOT APPLICABLE ITEM 6. RESERVED ITEM 7. NOT APPLICABLE ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of July 31, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. ITEM 10. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS)