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 811-21208
OPPENHEIMER SELECT 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.
Two World Financial Center, New York, New York 10281-1008
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 768-3200
--------------
Date of fiscal year end: APRIL 30
--------
Date of reporting period: MAY 1, 2004 - APRIL 30, 2005
----------------------------
ITEM 1. REPORTS TO STOCKHOLDERS.
TOP HOLDINGS AND ALLOCATIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOP TEN COMMON STOCK HOLDINGS
- --------------------------------------------------------------------------------
Citigroup, Inc. 5.2%
- --------------------------------------------------------------------------------
Altria Group, Inc. 5.0
- --------------------------------------------------------------------------------
BP plc, ADR 5.0
- --------------------------------------------------------------------------------
Honeywell International, Inc. 4.8
- --------------------------------------------------------------------------------
Cendant Corp. 4.5
- --------------------------------------------------------------------------------
UnitedGlobalCom, Inc., Cl. A 4.4
- --------------------------------------------------------------------------------
Wells Fargo & Co. 3.7
- --------------------------------------------------------------------------------
Genworth Financial, Inc., Cl. A 3.1
- --------------------------------------------------------------------------------
Raytheon Co. 3.0
- --------------------------------------------------------------------------------
Microsoft Corp. 3.0
Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2005, and are based on net assets.
TOP TEN COMMON STOCK INDUSTRIES
- --------------------------------------------------------------------------------
Aerospace & Defense 11.6%
- --------------------------------------------------------------------------------
Software 11.1
- --------------------------------------------------------------------------------
Diversified Financial Services 10.2
- --------------------------------------------------------------------------------
Insurance 6.8
- --------------------------------------------------------------------------------
Commercial Banks 6.8
- --------------------------------------------------------------------------------
Oil & Gas 6.4
- --------------------------------------------------------------------------------
Electric Utilities 5.6
- --------------------------------------------------------------------------------
Media 5.3
- --------------------------------------------------------------------------------
Tobacco 5.0
- --------------------------------------------------------------------------------
Commercial Services & Supplies 5.0
Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2005, and are based on net assets. For more current Fund holdings,
please visit www.oppenheimerfunds.com.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECTOR ALLOCATION
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
Financials 26.7%
Diversified Financial Services 10.3
Insurance 7.0
Commercial Banks 6.9
Thrifts & Mortgage Finance 2.5
Industrials 21.9
Information Technology 13.4
Energy 9.6
Consumer Discretionary 7.7
Utilities 6.6
Consumer Staples 5.1
Materials 3.7
Health Care 3.3
Telecommunication Services 2.0
Portfolio holdings and allocations are subject to change. Percentages are as of
April 30, 2005, and are based on total value of common stocks.
- --------------------------------------------------------------------------------
7 | OPPENHEIMER SELECT VALUE FUND
FUND PERFORMANCE DISCUSSION
- --------------------------------------------------------------------------------
HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF
THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED APRIL 30, 2005, FOLLOWED BY
A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED
MARKET INDEX.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. The Fund performed well in a mixed
environment for stocks. Strong relative performance from portfolio holdings in
the consumer staples, consumer discretionary, financials and utilities sectors
were particularly helpful and helped overcome weaker relative performance from
the Fund's energy and telecommunications holdings.
Our basic management strategy stays the same no matter what is happening
with the economy or stock market. We work to find stocks whose prices we believe
are cheap relative to their underlying companies' long-term earnings power and
cash-flow-generation potential. We seek to own what we believe are the most
attractively valued stocks in a variety of economic sectors. We follow a
bottom-up stock selection approach, meaning we select securities for the
portfolio one-by-one based on their individual value characteristics. However,
as a consequence of our management strategy, there will invariably be various
sector over and underweightings in the Fund, and these will change with each
reporting period.
For example, the portfolio's weighting in the consumer discretionary
sector declined during the past six months. We took profits in stocks such as
fast food giant McDonald's Corp. and media company Liberty Media Corp., both of
which rose off of lower valuations. At the same time, the Fund's sector
weighting in industrials rose, largely because of our purchase of Honeywell
International, Inc. We believed that this conglomerate's share price was cheap
relative to the company's long-term earnings potential. We saw the potential for
productivity gains and a recovery in the company's aerospace business, both of
which we believed could help Honeywell's profit margins. We also added to the
portfolio's weighting in Cendant Corp., which operates a number of well-known
hotel and car rental brands, as well as other travel-related properties. We
noted Cendant's cash-generation potential and believed the company may seek to
distribute that cash in a shareholder-friendly way. Of final note, the
portfolio's utility sector weighting slightly increased as we initiated a new
position in a utility holding company, whose earnings we believed had the
potential to improve during the next few years.
The financial sector was an area of strong performance for the Fund.
Prudential Financial, Inc., an insurance and investment management company,
benefited as investors noted the firm's improved return on equity. We sold our
position in this stock at a gain. Investment manager Franklin Resources, Inc.
rose as it continued to execute its business strategy very well. In the consumer
discretionary sector, meanwhile, cable, telephone and data service provider
UnitedGlobalCom, Inc. saw growing cash flows as the company continued to
penetrate the European broadband services market. In consumer staples, food and
tobacco giant Altria Group, Inc. was another strong performer. Altria's shares
rose as investors perceived reduced tobacco-related litigation risk for the
company. Finally, independent power producer AES Corp. was the portfolio's
strongest-performing utility stock. The company continued to execute on
management's plan to improve cash flow and reduce costs.
There were few significantly negative influences on performance during the
past six months. In the energy sector, the Fund's individual stock holdings
tended to rise due to soaring oil prices, but performance was hampered on a
relative basis as these stocks did not go up as much as those in the index. In
telecommunications services, the Fund's position in a multinational
telecommunications provider also detracted from results. The company's
competitive local exchange carrier business was hurt by a recent regulatory
change, causing investors to worry about the company's profit margins. However,
we continued to maintain a position in the firm because we remained optimistic
about its calling card and entertainment businesses.
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 April 30, 2005. In the case of Class A shares, performance is
measured from the inception of the class on November 26, 2002. In the case of
Class B, Class C, Class N and Class Y shares, performance is measured from their
inception of each class on February 27, 2004. The Fund's performance reflects
the deduction of the maximum initial sales charge on Class A shares, the
applicable contingent deferred
8 | OPPENHEIMER SELECT VALUE FUND
sales charge on Class B, Class C and Class N shares, and reinvestments of all
dividends and capital gains distributions. Past performance cannot guarantee
future results.
The Fund's performance is compared to the performance of the Russell 3000
Value Index, an unmanaged, broad index of U.S. equities. Index performance
reflects the reinvestment of income but does not consider the effect of
transaction costs, and none of the data in the graphs shows the effect of taxes.
The Fund's performance reflects the effects of the Fund's business and operating
expenses. While index comparisons may be useful to provide a benchmark for the
Fund's performance, it must be noted that the Fund's investments are not limited
to the investments in the index.
9 | OPPENHEIMER SELECT VALUE FUND
FUND PERFORMANCE DISCUSSION
- --------------------------------------------------------------------------------
CLASS A SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Select Value Fund (Class A)
Russell 3000 Value Index
Oppenheimer Select Russell 3000
Value Fund (Class A) Value Index
11/26/2002 9,425 10,000
01/31/2003 9,199 9,332
04/30/2003 9,585 9,905
07/31/2003 10,961 10,892
10/31/2003 11,828 11,658
01/31/2004 13,542 12,782
04/30/2004 13,134 12,617
07/31/2004 13,114 12,856
10/31/2004 13,804 13,481
01/31/2005 15,069 14,383
04/30/2005 14,958 14,328
AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT
4/30/05
1-Year 7.34% Since Inception (11/26/02) 18.04%
10 | OPPENHEIMER SELECT VALUE FUND
CLASS B SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Select Value Fund (Class B)
Russell 3000 Value Index
Oppenheimer Select Russell 3000
Value Fund (Class B) Value Index
02/27/2004 10,000 10,000
04/30/2004 9,521 9,666
07/31/2004 9,493 9,849
10/31/2004 9,958 10,328
01/31/2005 10,847 11,019
04/30/2005 10,345 10,976
AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT
4/30/05
1-Year 7.85% Since Inception (2/27/04) 2.92%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR); AND FOR CLASS C AND CLASS N
SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. THERE IS
NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 15 FOR FURTHER INFORMATION.
11 | OPPENHEIMER SELECT VALUE FUND
FUND PERFORMANCE DISCUSSION
- --------------------------------------------------------------------------------
CLASS C SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Select Value Fund (Class C)
Russell 3000 Value Index
Oppenheimer Select Russell 3000
Value Fund (Class C) Value Index
02/27/2004 10,000 10,000
04/30/2004 9,528 9,666
07/31/2004 9,493 9,849
10/31/2004 9,958 10,328
01/31/2005 10,847 11,019
04/30/2005 10,745 10,976
AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT
4/30/05
1-Year 11.77% Since Inception (2/27/04) 6.30%
12 | OPPENHEIMER SELECT VALUE FUND
CLASS N SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Select Value Fund (Class N)
Russell 3000 Value Index
Oppenheimer Select Russell 3000
Value Fund (Class N) Value Index
02/27/2004 10,000 10,000
04/30/2004 9,528 9,666
07/31/2004 9,507 9,849
10/31/2004 9,993 10,328
01/31/2005 10,896 11,019
04/30/2005 10,701 10,976
AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT
4/30/05
1-Year 12.37% Since Inception (2/27/04) 5.94%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR); AND FOR CLASS C AND CLASS N
SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. THERE IS
NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 15 FOR FURTHER INFORMATION.
13 | OPPENHEIMER SELECT VALUE FUND
FUND PERFORMANCE DISCUSSION
- --------------------------------------------------------------------------------
CLASS Y SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Select Value Fund (Class Y)
Russell 3000 Value Index
Oppenheimer Select Russell 3000
Value Fund (Class Y) Value Index
02/27/2004 10,000 10,000
04/30/2004 9,535 9,666
07/31/2004 9,528 9,849
10/31/2004 10,028 10,328
01/31/2005 10,953 11,019
04/30/2005 10,873 10,976
AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES WITH SALES CHARGE OF THE FUND AT
4/30/05
1-Year 14.03% Since Inception (2/27/04) 7.38%
THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT
GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN
REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT
PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE
DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM,
OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE,
REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES,
THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE
CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR); AND FOR CLASS C AND CLASS N
SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. THERE IS
NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 15 FOR FURTHER INFORMATION.
14 | OPPENHEIMER SELECT VALUE FUND
NOTES
- --------------------------------------------------------------------------------
Total returns and the ending account values in the graphs include changes in
share price and reinvestment of dividends and capital gains distributions in a
hypothetical investment for the periods shown. The Fund's total returns shown do
not reflect the deduction of income taxes on an individual's investment. Taxes
may reduce your actual investment returns on income or gains paid by the Fund or
any gains you may realize if you sell your shares. INVESTORS SHOULD CONSIDER THE
FUND'S INVESTMENT OBJECTIVES, RISKS, AND OTHER CHARGES AND EXPENSES CAREFULLY
BEFORE INVESTING. THE FUND'S PROSPECTUS CONTAINS THIS AND OTHER INFORMATION
ABOUT THE FUND, AND MAY BE OBTAINED BY ASKING YOUR FINANCIAL ADVISOR, CALLING US
AT 1.800.525.7048 OR VISITING OUR WEBSITE AT WWW.OPPENHEIMERFUNDS.COM. READ THE
PROSPECTUS CAREFULLY BEFORE INVESTING.
The Fund's investment strategy and focus can change over time. The mention of
specific fund holdings does not constitute a recommendation by OppenheimerFunds,
Inc.
Please remember this Fund has a limited operating history.
CLASS A shares of the Fund were first offered on 11/26/02. Unless otherwise
noted, Class A returns include the current maximum initial sales charge of
5.75%.
CLASS B shares of the Fund were first publicly offered on 2/27/04. Unless
otherwise noted, Class B returns include the applicable contingent deferred
sales charge of 5% (1-year). 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 2/27/04. Unless
otherwise noted, Class C returns include the contingent deferred sales charge of
1% for the 1-year period. Class C shares are subject to an annual 0.75%
asset-based sales charge.
CLASS N shares of the Fund were first publicly offered on 2/27/04. 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 one-year
period Class N shares are subject to an annual 0.75% asset-based sales charge.
CLASS Y shares of the Fund were first publicly offered on 2/27/04. Class Y
shares are offered only 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.
15 | OPPENHEIMER SELECT VALUE FUND
FUND EXPENSES
- --------------------------------------------------------------------------------
FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1)
transaction costs, which may include sales charges (loads) on purchase payments,
contingent deferred sales charges on redemptions; and redemption fees, if any;
and (2) ongoing costs, including management fees; distribution and service fees;
and other Fund expenses. These examples are intended to help you understand your
ongoing costs (in dollars) of investing in the Fund and to compare these costs
with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000.00 invested at the beginning
of the period and held for the entire 6-month period ended April 30, 2005.
ACTUAL EXPENSES. The "actual" lines of the table provide information about
actual account values and actual expenses. You may use the information on this
line for the class of shares you hold, together with the amount you invested, to
estimate the expense that you paid over the period. Simply divide your account
value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00
= 8.60), then multiply the result by the number in the "actual" line under the
heading entitled "Expenses Paid During Period" to estimate the expenses you paid
on your account during this period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the
table provide information about hypothetical account values and hypothetical
expenses based on the Fund's actual expense ratio for each class of shares, and
an assumed rate of return of 5% per year before expenses, which is not the
Fund's actual return. The hypothetical account values and expenses may not be
used to estimate the actual ending account balance or expenses you paid for the
period. You may use this information to compare the ongoing costs of investing
in the Fund and other funds. To do so, compare this 5% hypothetical example for
the class of shares you hold with the 5% hypothetical examples that appear in
the shareholder reports of the other funds.
Please note that the expenses shown in the table are meant to highlight your
ongoing costs only and do not reflect any transactional costs, such as front-end
or contingent deferred sales charges (loads), or a $12.00 fee imposed annually
on accounts valued at less than $500.00 (subject to exceptions described in the
Statement of Additional Information). Therefore, the "hypothetical" lines of the
table are useful in comparing ongoing costs only, and will not help you
determine the relative total costs of owning different funds. In addition, if
these transactional costs were included, your costs would have been higher.
16 | OPPENHEIMER SELECT VALUE FUND
- --------------------------------------------------------------------------------
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT PAID DURING
VALUE VALUE 6 MONTHS ENDED
(11/1/04) (4/30/05) APRIL 30, 2005
- --------------------------------------------------------------------------------
Class A Actual $1,000.00 $1,083.60 $ 7.36
- --------------------------------------------------------------------------------
Class A Hypothetical 1,000.00 1,017.75 7.13
- --------------------------------------------------------------------------------
Class B Actual 1,000.00 1,079.00 11.66
- --------------------------------------------------------------------------------
Class B Hypothetical 1,000.00 1,013.64 11.30
- --------------------------------------------------------------------------------
Class C Actual 1,000.00 1,079.00 11.66
- --------------------------------------------------------------------------------
Class C Hypothetical 1,000.00 1,013.64 11.30
- --------------------------------------------------------------------------------
Class N Actual 1,000.00 1,080.90 9.17
- --------------------------------------------------------------------------------
Class N Hypothetical 1,000.00 1,016.02 8.89
- --------------------------------------------------------------------------------
Class Y Actual 1,000.00 1,084.20 6.12
- --------------------------------------------------------------------------------
Class Y Hypothetical 1,000.00 1,018.94 5.92
Hypothetical assumes 5% annual return before expenses
Expenses are equal to the Fund's annualized expense ratio for that class,
multiplied by the average account value over the period, multiplied by 181/365
(to reflect the one-half year period). Those annualized expense ratios based on
the 6-month period ended April 30, 2005 are as follows:
CLASS EXPENSE RATIOS
- -----------------------------------------
Class A 1.42%
- -----------------------------------------
Class B 2.25
- -----------------------------------------
Class C 2.25
- -----------------------------------------
Class N 1.77
- -----------------------------------------
Class Y 1.18
The expense ratios reflect voluntary waivers or reimbursements of expenses by
the Fund's Manager and Transfer Agent that can be terminated at any time,
without advance notice. The "Financial Highlights" tables in the Fund's
financial statements, included in this report, also show the gross expense
ratios, without such waivers or reimbursements.
- --------------------------------------------------------------------------------
17 | OPPENHEIMER SELECT VALUE FUND
STATEMENT OF INVESTMENTS April 30, 2005
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMON STOCKS--98.1%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--7.5%
- --------------------------------------------------------------------------------
MEDIA--5.3%
- --------------------------------------------------------------------------------
News Corp., Cl. A 11,200 $ 171,136
- --------------------------------------------------------------------------------
News Corp., Cl. B 1,600 25,472
- --------------------------------------------------------------------------------
UnitedGlobalCom, Inc., Cl. A 1 100,790 902,071
------------
1,098,679
- --------------------------------------------------------------------------------
SPECIALTY RETAIL--2.2%
Blockbuster, Inc., Cl. B 21,700 204,848
- --------------------------------------------------------------------------------
Pantry, Inc. (The) 1 7,600 243,352
------------
448,200
- --------------------------------------------------------------------------------
CONSUMER STAPLES--5.0%
- --------------------------------------------------------------------------------
TOBACCO--5.0%
Altria Group, Inc. 15,900 1,033,341
- --------------------------------------------------------------------------------
ENERGY--9.4%
- --------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--3.0%
Halliburton Co. 9,900 411,741
- --------------------------------------------------------------------------------
Pride International, Inc. 1 9,400 209,620
------------
621,361
- --------------------------------------------------------------------------------
OIL & GAS--6.4%
BP plc, ADR 16,800 1,023,120
- --------------------------------------------------------------------------------
Petroleo Brasileiro SA, ADR 6,800 285,124
------------
1,308,244
- --------------------------------------------------------------------------------
FINANCIALS--26.3%
- --------------------------------------------------------------------------------
COMMERCIAL BANKS--6.8%
Bank of America Corp. 13,864 624,435
- --------------------------------------------------------------------------------
Wells Fargo & Co. 12,800 767,232
------------
1,391,667
- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--10.2%
Alliance Capital Management
Holding LP 2,300 103,361
- --------------------------------------------------------------------------------
Capital One Financial Corp. 2,800 198,492
- --------------------------------------------------------------------------------
Citigroup, Inc. 22,800 1,070,688
- --------------------------------------------------------------------------------
Franklin Resources, Inc. 2,900 199,172
- --------------------------------------------------------------------------------
Lehman Brothers Holdings, Inc. 5,600 513,632
------------
2,085,345
- --------------------------------------------------------------------------------
INSURANCE--6.8%
Aspen Insurance Holdings Ltd. 3,500 95,550
- --------------------------------------------------------------------------------
Assured Guaranty Ltd. 9,800 186,788
- --------------------------------------------------------------------------------
Genworth Financial, Inc., Cl. A 22,900 640,055
- --------------------------------------------------------------------------------
Phoenix Cos., Inc. (The) 13,700 155,221
- --------------------------------------------------------------------------------
Platinum Underwriters Holdings Ltd. 11,100 328,560
------------
1,406,174
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--2.5%
Countrywide Financial Corp. 6,000 $ 217,140
- --------------------------------------------------------------------------------
Freddie Mac 4,800 295,296
------------
512,436
- --------------------------------------------------------------------------------
HEALTH CARE--3.2%
- --------------------------------------------------------------------------------
BIOTECHNOLOGY--1.9%
MedImmune, Inc. 1 7,600 192,812
- --------------------------------------------------------------------------------
Wyeth 4,600 206,724
------------
399,536
- --------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--0.5%
Manor Care, Inc. 2,900 96,715
- --------------------------------------------------------------------------------
PHARMACEUTICALS--0.8%
Watson Pharmaceuticals, Inc. 1 5,600 168,000
- --------------------------------------------------------------------------------
INDUSTRIALS--21.5%
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE--11.6%
Empresa Brasileira de
Aeronautica SA, ADR 5,600 161,504
- --------------------------------------------------------------------------------
Honeywell International, Inc. 27,400 979,824
- --------------------------------------------------------------------------------
Orbital Sciences Corp. 1 66,500 619,780
- --------------------------------------------------------------------------------
Raytheon Co. 16,700 628,087
------------
2,389,195
- --------------------------------------------------------------------------------
BUILDING PRODUCTS--0.8%
Jacuzzi Brands, Inc. 1 18,900 171,045
- --------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--5.0%
Cendant Corp. 45,900 913,869
- --------------------------------------------------------------------------------
Corinthian Colleges, Inc. 1 7,300 103,733
------------
1,017,602
- --------------------------------------------------------------------------------
CONSTRUCTION & ENGINEERING--1.1%
Quanta Services, Inc. 1 28,600 228,228
- --------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--3.0%
General Electric Co. 5,600 202,720
- --------------------------------------------------------------------------------
Tyco International Ltd. 12,900 403,899
------------
606,619
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--13.2%
- --------------------------------------------------------------------------------
IT SERVICES--1.1%
CSG Systems International, Inc. 1 12,700 218,313
- --------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.0%
MEMC Electronic Materials, Inc. 1 16,800 197,064
- --------------------------------------------------------------------------------
SOFTWARE--11.1%
Compuware Corp. 1 30,500 181,475
- --------------------------------------------------------------------------------
Microsoft Corp. 24,700 624,910
- --------------------------------------------------------------------------------
Novell, Inc. 1 78,000 460,980
- --------------------------------------------------------------------------------
Synopsys, Inc. 1 24,900 409,356
- --------------------------------------------------------------------------------
Take-Two Interactive Software, Inc. 1 26,200 616,486
------------
2,293,207
18 | OPPENHEIMER SELECT VALUE FUND
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
MATERIALS--3.6%
- --------------------------------------------------------------------------------
CHEMICALS--1.1%
Praxair, Inc. 4,700 $ 220,101
- --------------------------------------------------------------------------------
METALS & MINING--2.5%
Alcan, Inc. 16,000 518,720
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--1.9%
- --------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--1.9%
IDT Corp., Cl. B 1 28,100 395,086
- --------------------------------------------------------------------------------
UTILITIES--6.5%
- --------------------------------------------------------------------------------
ELECTRIC UTILITIES--5.6%
AES Corp. (The) 1 35,600 572,448
- --------------------------------------------------------------------------------
CMS Energy Corp. 18,300 236,436
- --------------------------------------------------------------------------------
NRG Energy, Inc. 1 5,300 164,830
- --------------------------------------------------------------------------------
Reliant Energy, Inc. 1 17,700 180,009
------------
1,153,723
- --------------------------------------------------------------------------------
GAS UTILITIES--0.9%
Sempra Energy 4,600 185,748
------------
Total Common Stocks (Cost $18,665,334) 20,164,349
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--3.2%
- --------------------------------------------------------------------------------
Undivided interest of 0.05% in joint repurchase
agreement (Principal Amount/Value $1,318,039,000,
with a maturity value of $1,318,355,329) with UBS
Warburg LLC, 2.88%, dated 4/29/05, to be repurchased
at $662,159 on 5/2/05, collateralized by Federal
National Mortgage Assn., 5%--6%, 3/1/34--8/1/34,
with a value of $1,345,611,059
(Cost $662,000) $ 662,000 $ 662,000
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $19,327,334) 101.3% 20,826,349
- --------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (1.3) (269,870)
-------------------------
NET ASSETS 100.0% $20,556,479
=========================
FOOTNOTE TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
19 | OPPENHEIMER SELECT VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES April 30, 2005
- --------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
ASSETS
- -----------------------------------------------------------------------------------------------------------------------------------
Investments, at value (cost $19,327,334)--see accompanying statement of investments $20,826,349
- -----------------------------------------------------------------------------------------------------------------------------------
Cash 100,197
- -----------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold 217,674
Interest and dividends 19,940
Investments sold 19,503
Other 2,746
-----------
Total assets 21,186,409
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
- -----------------------------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 460,240
Shares of beneficial interest redeemed 130,524
Shareholder communications 10,832
Distribution and service plan fees 3,517
Transfer and shareholder servicing agent fees 2,894
Trustees' compensation 245
Other 21,678
-----------
Total liabilities 629,930
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $20,556,479
===========
- -----------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- -----------------------------------------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest $ 1,386
- -----------------------------------------------------------------------------------------------------------------------------------
Additional paid-in capital 18,351,057
- -----------------------------------------------------------------------------------------------------------------------------------
Accumulated net investment income 11,167
- -----------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments 693,854
- -----------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 1,499,015
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSETS $20,556,479
===========
- -----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- -----------------------------------------------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of $12,841,749 and 863,185 shares
of beneficial interest outstanding) $ 14.88
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $ 15.79
- -----------------------------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share
(based on net assets of $2,120,677 and 144,005 shares of beneficial interest outstanding) $ 14.73
- -----------------------------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share
(based on net assets of $4,438,791 and 301,376 shares of beneficial interest outstanding) $ 14.73
- -----------------------------------------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share
(based on net assets of $762,906 and 51,498 shares of beneficial interest outstanding) $ 14.81
- -----------------------------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $392,356 and 26,307 shares
of beneficial interest outstanding) $ 14.91
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
20 | OPPENHEIMER SELECT VALUE FUND
STATEMENT OF OPERATIONS For the Year Ended April 30, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INVESTMENT INCOME
- --------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $2,239) $ 236,400
- --------------------------------------------------------------------------------
Interest 8,019
------------
Total investment income 244,419
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
Management fees 114,177
- --------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 15,348
Class B 9,347
Class C 21,366
Class N 2,117
- --------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 9,347
Class B 2,689
Class C 4,087
Class N 571
Class Y 36
- --------------------------------------------------------------------------------
Shareholder communications:
Class A 3,543
Class B 3,497
Class C 4,269
Class N 386
Class Y 127
- --------------------------------------------------------------------------------
Legal, auditing and other professional fees 34,085
- --------------------------------------------------------------------------------
Trustees' compensation 8,599
- --------------------------------------------------------------------------------
Custodian fees and expenses 167
- --------------------------------------------------------------------------------
Other 11,215
------------
Total expenses 244,973
Less reduction to custodian expenses (131)
Less waivers and reimbursements of expenses (11,813)
------------
Net expenses 233,029
- --------------------------------------------------------------------------------
NET INVESTMENT INCOME 11,390
- --------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
- --------------------------------------------------------------------------------
Net realized gain on investments 1,135,798
- --------------------------------------------------------------------------------
Net change in unrealized appreciation on investments 775,185
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 1,922,373
============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
21 | OPPENHEIMER SELECT VALUE FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR ENDED APRIL 30, 2005 2004
- --------------------------------------------------------------------------------------------------------------
OPERATIONS
- --------------------------------------------------------------------------------------------------------------
Net investment income (loss) $ 11,390 $ (2,268)
- --------------------------------------------------------------------------------------------------------------
Net realized gain 1,135,798 725,042
- --------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation 775,185 501,924
------------------------------
Net increase in net assets resulting from operations 1,922,373 1,224,698
- --------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- --------------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A (468,589) (136,971)
Class B (38,753) --
Class C (92,118) --
Class N (19,532) --
Class Y (6,091) --
- --------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- --------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from beneficial interest transactions:
Class A 5,041,524 2,199,702
Class B 1,961,523 119,224
Class C 4,148,679 177,747
Class N 720,725 7,000
Class Y 382,994 1,000
- --------------------------------------------------------------------------------------------------------------
NET ASSETS
- --------------------------------------------------------------------------------------------------------------
Total increase 13,552,735 3,592,400
- --------------------------------------------------------------------------------------------------------------
Beginning of period 7,003,744 3,411,344
------------------------------
End of period (including accumulated net investment income of $11,167 for
the year ended April 30, 2005) $ 20,556,479 $ 7,003,744
==============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
22 | OPPENHEIMER SELECT VALUE FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
CLASS A YEAR ENDED APRIL 30, 2005 2004 2003 1
- ------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 13.52 $ 10.17 $ 10.00
- ------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .04 2 -- 3 (.03)
Net realized and unrealized gain 1.84 3.75 .20
----------------------------------------------
Total from investment operations 1.88 3.75 .17
- ------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain (.52) (.40) --
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.88 $ 13.52 $ 10.17
==============================================
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 13.89% 37.02% 1.70%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 12,842 $ 6,706 $ 3,411
- ------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 11,568 $ 4,706 $ 3,151
- ------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income (loss) 0.27% (0.04)% (0.85)%
Total expenses 1.35% 1.96% 2.60%
Expenses after payments and waivers and reduction to custodian expenses 1.33% 1.50% 2.35%
- ------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 85% 102% 66%
1. For the period from November 26, 2002 (commencement of operations) to April
30, 2003.
2. Per share amounts calculated based on the average shares outstanding during
the period.
3. Less than $0.005 per share.
4. Assumes an investment at net asset value on the business day before the first
day of the fiscal period, with all dividends and distributions reinvested in
additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Sales charges
are not reflected in the total return. 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.
5. Annualized for periods of less than one full year.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
23 | OPPENHEIMER SELECT VALUE FUND
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS B | CLASS C |
YEAR ENDED APRIL 30, 2005 2004 1 | 2005 2004 1 |
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 13.51 $ 14.19 $ 13.52 $ 14.19
- ---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.09) 2 (.01) (.10) 2 (.01)
Net realized and unrealized gain (loss) 1.83 (.67) 1.83 (.66)
------------------------------------------------------
Total from investment operations 1.74 (.68) 1.73 (.67)
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain (.52) -- (.52) --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.73 $ 13.51 $ 14.73 $ 13.52
======================================================
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 12.85% (4.79)% 12.77% (4.72)%
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 2,121 $ 116 $ 4,439 $ 174
- ---------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 948 $ 44 $ 2,155 $ 51
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (0.65)% (1.19)% (0.66)% (1.01)%
Total expenses 2.73% 5.71% 2.47% 5.48%
Expenses after payments and waivers and reduction to custodian expenses 2.25% 2.25% 2.25% 2.25%
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 85% 102% 85% 102%
1. For the period from February 27, 2004 (inception of offering) to April 30,
2004.
2. Per share amounts calculated based on the average shares outstanding during
the period.
3. Assumes an investment at net asset value on the business day before the first
day of the fiscal period, with all dividends and distributions reinvested in
additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Sales charges
are not reflected in the total return. 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.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
24 | OPPENHEIMER SELECT VALUE FUND
CLASS N | CLASS Y |
YEAR ENDED APRIL 30, 2005 2004 1 | 2005 2004 1 |
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 13.52 $ 14.19 $ 13.53 $ 14.19
- ---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.02) 2 (.01) .06 2 .01
Net realized and unrealized gain (loss) 1.83 (.66) 1.84 (.67)
------------------------------------------------------
Total from investment operations 1.81 (.67) 1.90 (.66)
- ---------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain (.52) -- (.52) --
- ---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 14.81 $ 13.52 $ 14.91 $ 13.53
======================================================
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 13.37% (4.72)% 14.03% (4.65)%
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 763 $ 7 $ 392 $ 1
- ---------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 438 $ 3 $ 175 $ 1
- ---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) (0.13)% (0.73)% 0.42% 0.26%
Total expenses 1.79% 4.96% 1.18% 4.47%
Expenses after payments and waivers and reduction to custodian expenses 1.74% 1.75% N/A 5,6 1.25%
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 85% 102% 85% 102%
1. For the period from February 27, 2004 (inception of offering) to April 30,
2004.
2. Per share amounts calculated based on the average shares outstanding during
the period.
3. Assumes an investment at net asset value on the business day before the first
day of the fiscal period, with all dividends and distributions reinvested in
additional shares on the reinvestment date, and redemption at the net asset
value calculated on the last business day of the fiscal period. Sales charges
are not reflected in the total return. 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. Voluntary reimbursement of management fees less than 0.01%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
25 | OPPENHEIMER SELECT VALUE FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Select 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 capital appreciation over the
long-term. The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager).
The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class A shares are sold at their offering price, which is normally net asset
value plus a front-end sales charge. Class B, Class C and Class N shares are
sold without a front-end sales charge but may be subject to a contingent
deferred sales charge (CDSC). Class N shares are sold only through retirement
plans. Retirement plans that offer Class N shares may impose charges on those
accounts. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC, however, the institutional investor
may impose charges on those accounts. All classes of shares have identical
rights and voting privileges with respect to the Fund in general and exclusive
voting rights on matters that affect that class alone. Earnings, net assets and
net asset value per share may differ due to each class having its own expenses,
such as transfer and shareholder servicing agent fees and shareholder
communications, directly attributable to that class. Class A, B, C and N have
separate distribution and/or service plans. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares six
years after the date of purchase.
The following is a summary of significant accounting policies consistently
followed by the Fund.
- --------------------------------------------------------------------------------
SECURITIES VALUATION. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities listed
or traded on National Stock Exchanges or other domestic or foreign exchanges are
valued based on the last sale price of the security traded on that exchange
prior to the time when the Fund's assets are valued. Securities traded on NASDAQ
are valued based on the closing price provided by NASDAQ prior to the time when
the Fund's assets are valued. In the absence of a sale, the security is valued
at the last sale price on the prior trading day, if it is within the spread of
the closing "bid" and "asked" prices, and if not, at the closing bid price.
Corporate, government and municipal debt instruments having a remaining maturity
in excess of sixty days and all mortgage-backed securities will be valued at the
mean between the "bid" and "asked" prices. Futures contracts traded on a
commodities or futures exchange will be valued at the final settlement price or
official closing price on the principal exchange as reported by such principal
exchange at its trading session ending at, or most recently prior to, the time
when the Fund's assets are valued. Securities may be valued primarily using
dealer-supplied valuations or a portfolio pricing service authorized by the
Board of Trustees. Securities (including restricted securities) for which market
quotations are not readily available are valued at their fair value. Foreign and
domestic securities whose values have been materially affected by what the
Manager identifies as a significant event occurring before the Fund's assets are
valued but after the close of their respective exchanges will be fair valued.
Fair value is determined in good faith using consistently applied procedures
under the supervision of the Board of Trustees. Short-term "money market type"
debt securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).
- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in
U.S. dollars. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.
Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.
26 | OPPENHEIMER SELECT VALUE FUND
The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.
- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Fund, along with other affiliated funds
advised by the Manager, may transfer uninvested cash balances into joint trading
accounts on a daily basis. These balances are invested in one or more repurchase
agreements. Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements mature. Each agreement requires that
the market value of the collateral be sufficient to cover payments of interest
and principal. In the event of default by the other party to the agreement,
retention of the collateral may be subject to legal proceedings.
- --------------------------------------------------------------------------------
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 securities and other investments for
federal income tax purposes.
NET UNREALIZED
APPRECIATION
BASED ON COST OF
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1,2 TAX PURPOSES
----------------------------------------------------------------------------
$435,100 $280,363 $-- $1,488,573
1. During the fiscal year ended April 30, 2005, the Fund did not utilize any
capital loss carryforward.
2. During the fiscal year ended April 30, 2004, the Fund did not utilize any
capital loss carryforward.
Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for April 30, 2005. Net assets of the
Fund were unaffected by the reclassifications.
REDUCTION TO REDUCTION TO
ACCUMULATED ACCUMULATED NET
INCREASE TO NET INVESTMENT REALIZED GAIN
PAID-IN CAPITAL INCOME ON INVESTMENTS 3
----------------------------------------------------------------------
$257,473 $223 $257,250
3. $257,741, including $102,601 of long-term capital gain, was distributed in
connection with Fund share redemptions.
27 | OPPENHEIMER SELECT VALUE FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
The tax character of distributions paid during the years ended April 30, 2005
and April 30, 2004 was as follows:
YEAR ENDED YEAR ENDED
APRIL 30, 2005 APRIL 30, 2004
------------------------------------------------------------------------
Distributions paid from:
Ordinary income $ 215,223 $ 136,971
Long-term capital gain 409,860 --
--------------------------------
Total $ 625,083 $ 136,971
================================
The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of April 30, 2005 are noted below. The primary
difference between book and tax appreciation or depreciation of securities and
other investments, if applicable, is attributable to the tax deferral of losses
or tax realization of financial statement unrealized gain or loss.
Federal tax cost of securities $ 19,337,776
=============
Gross unrealized appreciation $ 1,872,859
Gross unrealized depreciation (384,286)
-------------
Net unrealized appreciation $ 1,488,573
=============
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.
- --------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.
- --------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.
- --------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
28 | OPPENHEIMER SELECT VALUE FUND
- --------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest of each class. Transactions in shares of beneficial interest
were as follows:
YEAR ENDED APRIL 30, 2005 YEAR ENDED APRIL 30, 2004 1
SHARES AMOUNT SHARES AMOUNT
- ------------------------------------------------------------------------------------------------------------
CLASS A
Sold 825,365 $ 11,967,549 161,601 $ 2,215,782
Dividends and/or distributions reinvested 14,341 214,552 1,077 13,920
Redeemed (472,397) (7,140,577) (2,370) (30,000)
--------------------------------------------------------
Net increase 367,309 $ 5,041,524 160,308 $ 2,199,702
========================================================
- ------------------------------------------------------------------------------------------------------------
CLASS B
Sold 152,451 $ 2,217,211 8,561 $ 119,314
Dividends and/or distributions reinvested 2,497 37,084 -- --
Redeemed (19,498) (292,772) (6) (90)
--------------------------------------------------------
Net increase 135,450 $ 1,961,523 8,555 $ 119,224
========================================================
- ------------------------------------------------------------------------------------------------------------
CLASS C
Sold 300,926 $ 4,332,793 12,907 $ 177,747
Dividends and/or distributions reinvested 5,998 89,076 -- --
Redeemed (18,455) (273,190) -- --
--------------------------------------------------------
Net increase 288,469 $ 4,148,679 12,907 $ 177,747
========================================================
- ------------------------------------------------------------------------------------------------------------
CLASS N
Sold 49,756 $ 702,114 493 $ 7,000
Dividends and/or distributions reinvested 1,275 19,002 -- --
Redeemed (26) (391) -- --
--------------------------------------------------------
Net increase 51,005 $ 720,725 493 $ 7,000
========================================================
- ------------------------------------------------------------------------------------------------------------
CLASS Y
Sold 26,606 $ 388,568 70 $ 1,000
Dividends and/or distributions reinvested 404 6,054 -- --
Redeemed (773) (11,628) -- --
--------------------------------------------------------
Net increase 26,237 $ 382,994 70 $ 1,000
========================================================
1. For the year ended April 30, 2004 for Class A shares and for the period
February 27, 2004 (inception of offering) to April 30, 2004 for Class B, Class
C, Class N and Class Y shares.
- --------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations, for the year ended April 30, 2005, were $24,053,110
and $12,664,309, 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.
- --------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee. For the year ended April 30, 2005, the Fund paid $13,886
to OFS for services to the Fund.
29 | OPPENHEIMER SELECT VALUE FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
Additionally, Class Y shares are subject to minimum fees of $10,000 per
annum for assets of $10 million or more. The Class Y shares are subject to the
minimum fees in the event that the per account fee does not equal or exceed the
applicable minimum fees. OFS may voluntarily waive the minimum fees.
- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.
- --------------------------------------------------------------------------------
SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan 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. The Distributor currently uses all of those fees to
pay dealers, brokers, banks and other financial institutions quarterly for
providing personal services and maintenance of accounts of their customers that
hold Class A shares. Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in subsequent
years. Fees incurred by the Fund under the Plan are detailed in the Statement of
Operations.
- --------------------------------------------------------------------------------
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 to compensate the Distributor for its services in connection with the
distribution of those shares and servicing accounts. Under the plans, the Fund
pays the Distributor an annual asset-based sales charge of 0.75% on Class B and
Class C shares and 0.25% on Class N shares. The Distributor also receives a
service fee of 0.25% per year under each plan. If either the Class B, Class C or
Class N plan is terminated by the Fund or by the shareholders of a class, the
Board of Trustees and its independent trustees must determine whether the
Distributor shall be entitled to payment from the Fund of all or a portion of
the service fee and/or asset-based sales charge in respect to shares sold prior
to the effective date of such termination. The Distributor's aggregate
uncompensated expenses under the plan at April 30, 2005 for Class B, Class C and
Class N shares were $22,069, $49,766 and $4,107, respectively. Fees incurred by
the Fund under the plans are detailed in the Statement of Operations.
- --------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the table below for the period indicated.
CLASS A CLASS B CLASS C CLASS N
CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT
FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED
SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES
RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY
YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR
- ---------------------------------------------------------------------------------------------------------
April 30, 2005 $28,683 $-- $495 $373 $3
- --------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. Effective February 27, 2004, the Manager
has voluntarily undertaken to reimburse the Fund for total annual operating
expenses exceeding the following limits: 1.50% for Class A shares, 2.25% for
Class B shares, 2.25% for Class C shares, 1.75% for Class N shares and 1.25% for
Class Y shares. During the year ended April 30, 2005, the Manager reimbursed the
Fund $2,339, $4,558, $4,676, $216 and $4 for Class A, Class B, Class C, Class N
and Class Y shares, respectively. That voluntary undertaking may be revised or
terminated by the Manager at any time without notice to shareholders.
OFS has voluntarily agreed to limit transfer and shareholder servicing
agent fees for all classes to 0.35% of average annual net assets per class.
During the year ended April 30, 2005, OFS waived $19 and $1 for Class C and
Class Y shares, respectively. This undertaking may be amended or withdrawn at
any time.
30 | OPPENHEIMER SELECT VALUE FUND
- --------------------------------------------------------------------------------
5. LITIGATION
A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") excluding the Fund, 30 present and
former Directors or Trustees and 8 present and former officers of the funds.
This complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the complaint alleges that the Manager charged excessive fees for distribution
and other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.
The defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The defendants believe that it is premature to
render any opinion as to the likelihood of an outcome unfavorable to them and
that no estimate can yet be made with any degree of certainty as to the amount
or range of any potential loss.
31 | OPPENHEIMER SELECT VALUE FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF TRUSTEES OF OPPENHEIMER SELECT VALUE FUND
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Select Value Fund (the "Fund"), including the statement of
investments, as of April 30, 2005, 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
periods indicated therein. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights based
on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
We were not engaged to perform an audit of the Fund's internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of securities owned
as of April 30, 2005, by correspondence with the custodian and others. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Select Value Fund at April 30, 2005, 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 periods
indicated therein in conformity with U.S. generally accepted accounting
principles.
/s/ Ernst & Young LLP
New York, New York
May 26, 2005
32 | OPPENHEIMER SELECT VALUE FUND
FEDERAL INCOME TAX INFORMATION Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In early 2006, if applicable, shareholders of record will receive information
regarding all dividends and distributions paid to them by the Fund during
calendar year 2005. Regulations of the U.S. Treasury Department require the Fund
to report this information to the Internal Revenue Service.
Distributions of $0.5208 per share were paid to Class A, Class B, Class C,
Class N and Class Y shareholders, respectively, on December 16, 2004, of which
$0.3415 was designated as a "capital gain distribution" for federal income tax
purposes. Whether received in stock or in cash, the capital gain distribution
should be treated by shareholders as a gain from the sale of the capital assets
held for more than one year (long-term capital gains).
Dividends, if any, paid by the Fund during the fiscal year ended April 30,
2005 which are not designated as capital gain distributions should be multiplied
by 33.20% to arrive at the amount eligible for the corporate dividend-received
deduction.
A portion, if any, of the dividends paid by the Fund during the fiscal
year ended April 30, 2005 which are not designated as capital gain distributions
are eligible for lower individual income tax rates to the extent that the Fund
has received qualified dividend income as stipulated by recent tax legislation.
$231,740 of the Fund's fiscal year taxable income may be eligible for the lower
individual income tax rates. In early 2006, shareholders of record will receive
information regarding the percentage of distributions that are eligible for
lower individual income tax rates.
The 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.
33 | OPPENHEIMER SELECT VALUE FUND
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which
the Fund votes proxies relating to securities ("portfolio proxies") held by the
Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures
is available (i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048, (ii) on the Fund's website at www.oppenheimerfunds.com, and
(iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to
file Form N-PX, with its complete proxy voting record for the 12 months ended
June 30th, no later than August 31st of each year. The Fund's voting record is
available (i) without charge, upon request, by calling the Fund toll-free at
1.800.525.7048, and (ii) in the Form N-PX filing on the SEC's website at
www.sec.gov.
The Fund files its complete schedule of portfolio holdings with the SEC
for the first quarter and the third quarter of each fiscal year on Form N-Q. The
Fund's Form N-Q filings are available on the SEC's website at
http://www.sec.gov. Those forms may be reviewed and copied at the SEC's Public
Reference Room in Washington D.C. Information on the operation of the Public
Reference Room may be obtained by calling 1-800-SEC-0330.
34 | OPPENHEIMER SELECT VALUE FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AGREEMENT Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Each year, the Board of Trustees (the "Board"), including a majority of the
independent Trustees, is required to determine whether to renew the advisory
agreement. The Investment Company Act of 1940, as amended, requires that the
Board request and evaluate, and that the Manager provide, such information as
may be reasonably necessary to evaluate the terms of the advisory agreement. The
Board employs an independent consultant to prepare a report that provides
information, including comparative information, that the Board requests for this
purpose. In addition, the Board receives information throughout the year
regarding Fund services, fees, expenses and performance.
NATURE AND EXTENT OF SERVICES. In considering the renewal of the Fund's
advisory agreement for the current year, the Board evaluated the nature and
extent of the services provided by the Manager and its affiliates. The Manager
provides the Fund with office space, facilities and equipment; administrative,
accounting, clerical, legal and compliance personnel; securities trading
services; oversight of third party service providers and the services of the
portfolio managers and the Manager's investment team, who provide research,
analysis and other advisory services in regard to the Fund's investments.
QUALITY OF SERVICES. The Board also considered the quality of the services
provided and the quality of the Manager's resources that are available to the
Fund. The Board noted that the Manager has had over forty years of experience as
an investment adviser and that its assets under management rank it among the top
mutual fund managers in the United States. The Board evaluated the Manager's
administrative, accounting, legal and compliance services and information the
Board received regarding the experience and professional qualifications of the
Manager's personnel and the size and functions of its staff. The Board members
also considered their experiences as directors or trustees of the Fund and other
funds advised by the Manager. The Board received and reviewed information
regarding the quality of services provided by affiliates of the Manager, which
it also reviews at other times during the year in connection with the renewal of
the Fund's service agreements. The Board noted that the relatively low
redemption rate for funds advised by the Manager provided an indication of
shareholder satisfaction with the overall level of services provided by the
Manager.
PORTFOLIO MANAGEMENT SERVICES AND PERFORMANCE. In its evaluation of the
quality of the portfolio management services provided, the Board considered the
experience of Christopher Leavy, Emmanuel Ferreira and John Damian and the
Manager's Value investment team and analysts. Messrs. Leavy, Ferreira and Damian
have had over 12, 11 and 7 years, respectively, of experience managing equity
investments. Mr. Leavy has been primarily responsible for the day-to-day
management of the Fund's portfolio since its inception in November 2002. Messrs.
Ferreira and Damian have been portfolio managers of the Fund since February
2004. Mr. Leavy has been a Senior Vice President of the Manager since September
2000 and was a portfolio manager at Morgan Stanley Dean Witter Investment
Manage- ment from 1997 through September 2000. He is a portfolio manager of 11
portfolios and three other accounts in the OppenheimerFunds complex. Mr.
Ferreira has been a Vice President of the Manager since January 2003 and was a
Portfolio Manager at Lashire Investments from July 1999 through December 2002.
He is a portfolio manager of five portfolios in the OppenheimerFunds complex.
Mr. Damian has been a Vice President of the Manager since September 2001 and was
a Senior Analyst/Director for Citigroup Asset Management from November 1999
through September 2001 and a Senior Research Analyst for Pzena Investment
Management from October 1997 through November 1999. He is a portfolio manager of
two portfolios in the OppenheimerFunds complex.
The Board reviewed information, prepared by the Manager and by the
independent consultant, comparing the Fund's historical performance to relevant
market indices and to the performance of other multi-cap value funds (including
both funds advised by the Manager and funds advised by other investment
advisers). The Board also
35 | OPPENHEIMER SELECT VALUE FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AGREEMENT Unaudited / Continued
- --------------------------------------------------------------------------------
receives and reviews comparative performance information regarding the Fund and
other funds at each Board meeting. The Board noted that the Fund's one-year and
since inception performance was better than its peer group average.
MANAGEMENT FEES AND EXPENSES. The Board also reviewed information,
including comparative information, regarding the fees paid to the Manager and
its affiliates and the other expenses borne by the Fund. The independent
consultant provided comparative data in regard to the fees and expenses of the
Fund, other multi-cap value funds and other funds with comparable assets levels
and distribution features. The Manager has agreed to voluntarily cap expenses at
1.50% for Class A shares, 2.25% for Class B and Class C shares, 1.75% for Class
N shares and 1.25% for Class Y shares. The Board noted that the Fund's
contractual and actual management fees are both lower than its peer group
average although its total expenses are higher than its peer group average. In
addition, the Board evaluated the comparability of the fees charged and the
services provided to the Fund to the fees charged and services provided to other
types of entities advised by the Manager.
PROFITABILITY OF THE MANAGER AND AFFILIATES. The Board also reviewed
information regarding the cost of services provided by the Manager and its
affiliates and the Manager's profitability. The Board considered that the
Manager must be able to pay and retain experienced professional personnel at
competitive rates to provide services to the Fund and that maintaining the
financial viability of the Manager is important in order for the Manager to
continue to provide significant services to the Fund and its shareholders. In
addition the Board considered information that was provided regarding the direct
and indirect benefits the Manager receives as a result of its relationship with
the Fund, including compensation paid to the Manager's affiliates and research
provided to the Manager in connection with permissible brokerage arrangements
(soft dollar arrangements).
ECONOMIES OF SCALE. The Board reviewed the extent to which the Manager may
realize economies of scale in managing and supporting the Fund and the current
level of Fund assets in relation to the Fund's breakpoint schedule for its
management fees. The Board noted that the fund has recently experienced modest
asset growth and that, based on current asset levels, the Fund is not yet
approaching its last management fee breakpoint.
CONCLUSIONS. These factors were also considered by the independent
Trustees meeting separately from the full Board, assisted by experienced counsel
to the Fund. Fund counsel is independent of the Manager within the meaning and
intent of the Securities and Exchange Commission Rules. The Board was aware that
there are alternatives to retaining the Manager.
Based on its review of the information it received and its evaluations
described above, the Board, including a majority of the independent Trustees,
concluded that the nature, extent and quality of the services provided to the
Fund by the Manager are a benefit to the Fund and in the best interest of the
Fund's shareholders and that the amount and structure of the compensation
received by the Manager and its affiliates are reasonable in relation to the
services provided. Accordingly, the Board elected to continue the advisory
agreement for another year. In arriving at this decision, the Board did not
single out any factor or factors as being more important than others, but
considered all of the factors together. The Board judged the terms and
conditions of the advisory agreement, including the management fee, in light of
all of the surrounding circumstances.
36 | OPPENHEIMER SELECT VALUE FUND
TRUSTEES AND OFFICERS Unaudited
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS
FUND, LENGTH OF SERVICE, AGE HELD BY TRUSTEE; NUMBER OF PORTFOLIOS IN FUND COMPLEX CURRENTLY OVERSEEN BY
TRUSTEE
INDEPENDENT THE ADDRESS OF EACH TRUSTEE AND INTERESTED TRUSTEE IN THE CHARTS BELOW IS 6803
TRUSTEES S. TUCSON WAY, CENTENNIAL, CO 80112- 3924. EACH TRUSTEE SERVES FOR AN INDEFINITE
TERM, UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
PETER I. WOLD, President of Wold Oil Properties, Inc. (oil and gas exploration and production
Chairman of the Board company) (since 1994); Vice President, Secretary and Treasurer of Wold Trona
(since December 2004), Company, Inc. (soda ash processing and production) (since 1996); Vice President
Trustee (since 2003) of Wold Talc Company, Inc. (talc mining) (since 1999); Managing Member of
Age: 57 Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of
the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and
Director of PacifiCorp. (electric utility) (1995-1999). Oversees 14 portfolios
in the OppenheimerFunds complex.
RONALD J. ABDOW, Chairman of Abdow Corporation (operator of restaurants) (since 1959); Trustee of the
Trustee (since 2003) following real estate businesses (owners and operators of restaurants): G&R
Age: 73 Realty Co. (since 1973), G&R Trust Co. (since 1973), Abdow Partnership (since
1975), Auburn Associates (since 1983) and Hazard Associates (since 1985);
Trustee of the following open-end investment companies: MML Series Investment
Fund II (since 2005), MassMutual Premier Funds (since 2004), MML Series
Investment Fund (1993-2004) and of MassMutual Select Funds (formerly MassMutual
Institutional Funds) (1994-2004); Trustee of Bay State Health System (health
services) (since 1994); Chairman of Western Mass Development Corp. (non-profit
land development) (since 1996); and Chairman of American International College
(non-profit college) (since 1991). Oversees 14 portfolios in the
OppenheimerFunds complex.
JOSEPH M. WIKLER, Director of the following medical device companies: Medintec (since 1992) and Cathco
Trustee (since 2003) (since 1996); Director of Lakes Environmental Association (since 1996); Member of the
Age: 64 Investment Committee of the Associated Jewish Charities of Baltimore (since 1994);
Director of Fortis/Hartford mutual funds (1994 - December 2001). Oversees 14
portfolios in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
EUSTIS WALCOTT, Principal with Ardsley Associates (consulting firm) (since 2000); Director of
Trustee (since 2003) Cornerstone Real Estate Advisors LLC (real estate equity investment management
Age: 67 services) (an affiliate of the Manager) (since October 2000); Director of MML
Investors Services (individual retirement, insurance, investment, and life event
planning products and services company) (an affiliate of the Manager) (since October
2000); Trustee of OFI Trust Company (an affiliate of the Manager) (since 2001);
Trustee of the American International College (1995 - December 2003); Senior Vice
President of Massachusetts Mutual Life Insurance Company (May 1990 - July 2000); Vice
President of MassMutual Foundation for Hartford, Inc. (since 2005). Oversees 14
portfolios in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IN THE CHART BELOW IS TWO WORLD FINANCIAL CENTER, 225
AND OFFICER LIBERTY STREET, NEW YORK, NY 10281-1008. MR. MURPHY SERVES FOR AN INDEFINITE TERM,
UNTIL HIS RESIGNATION, DEATH OR REMOVAL.
JOHN V. MURPHY, Chairman, Chief Executive Officer and director (since June 2001) and President (since
President and Trustee September 2000) of the Manager; President and a director or trustee of other
(since 2003) Oppenheimer funds; President and a director (since July 2001) of Oppenheimer
Age: 55 Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer
Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director
(since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the
Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and
of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager);
President and a director (since July 2001) of OppenheimerFunds Legacy Program (a
charitable trust program established by the Manager); a director of the following
investment advisory subsidiaries of the Manager: OFI Institutional Asset Management,
Inc., Centennial Asset Management Corporation, Trinity Investment Management
Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView
Asset Management Corporation and OFI Private Investments, Inc. (since July 2001);
President (since November 1, 2001) and a director (since July 2001) of Oppenheimer
Real Asset Management, Inc.; Executive Vice President (since February 1997) of
Massachusetts Mutual Life Insurance Company (the Manager's parent company); a
director (since June 1995) of DLB Acquisition Corporation (a holding company that
owns the shares of Babson
37 | OPPENHEIMER SELECT VALUE FUND
TRUSTEES AND OFFICERS Unaudited / Continued
- --------------------------------------------------------------------------------
JOHN V. MURPHY, Capital Management LLC); a member of the Investment Company Institute's Board of
Continued Governors (elected to serve from October 3, 2003 through September 30, 2006).
Formerly, Chief Operating Officer (September 2000- June 2001) of the Manager;
President and trustee (November 1999-November 2001) of MML Series Investment Fund and
MassMutual Select Funds (open-end investment companies); a director (September
1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer
and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a
director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a
wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 66 portfolios as
Trustee/Director and 20 additional portfolios as Officer in the OppenheimerFunds
complex.
- ------------------------------------------------------------------------------------------------------------------------
OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MR. LEAVY, MR.
FERREIRA, MR. DAMIAN AND MR. ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET,
NEW YORK, NY 10281-1008, FOR MR. WIXTED AND MR. VANDEHEY, 6803 S. TUCSON WAY,
CENTENNIAL, CO 80112-3924. EACH OFFICER SERVES FOR AN ANNUAL TERM OR UNTIL HIS OR HER
EARLIER RESIGNA- TION, DEATH OR REMOVAL.
CHRISTOPHER LEAVY, Senior Vice President of the Manager since September 2000; an officer of 7 portfolios
Vice President and Portfolio in the OppenheimerFunds complex. Formerly a portfolio manager of Morgan Stanley Dean
Manager (since 2002) Witter Investment Management (1997 - September 2000).
Age: 33
EMMANUEL FERREIRA, Vice President of the Manager since January 2003. An officer of 4 portfolios in the
Vice President and OppenheimerFunds complex. Formerly, Portfolio Manager at Lashire Investments (July
Portfolio Manager 1999-December 2002), and a Senior Analyst at Mark Asset Management (July 1997-June
(since 2003) 1999).
Age: 38
JOHN DAMIAN, Vice President of the Manager since September 2001; an officer of 2 portfolios in the
Vice President and OppenheimerFunds complex; formerly Senior Analyst/Director for Citigroup Asset
Portfolio Manager Management (November 1999 - September 2001); Senior Research Analyst for Pzena
(since 2001) Investment Management (October 1997 - November 1999).
Age: 37
BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer of
Treasurer (since 2003) HarbourView Asset Management Corporation, Shareholder Financial Services, Inc.,
Age: 45 Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and
Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private
Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and
OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management, Inc.
(since November 2000), and of OppenheimerFunds Legacy Program (a Colorado non-profit
corporation) (since June 2003); Treasurer and Chief Financial Officer (since May
2000) of OFI Trust Company (a trust company subsidiary of the Manager; Assistant
Treasurer (since March 1999) of Oppenheimer Acquisition Corp. Formerly Assistant
Treasurer of Centennial Asset Management Corporation (March 1999-October 2003) and
OppenheimerFunds Legacy Program (April 2000-June 2003); Principal and Chief Operating
Officer (March 1995-March 1999) at Bankers Trust Company-Mutual Fund Services
Division. An officer of 86 portfolios in the OppenheimerFunds complex.
ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since February
Secretary (since 2003) 2002) of the Manager; General Counsel and a director (since November 2001) of the
Age: 56 Distributor; General Counsel (since November 2001) of Centennial Asset Management
Corporation; Senior Vice President and General Counsel (since November 2001) of
HarbourView Asset Management Corporation; Secretary and General Counsel (since
November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a director
(since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc;
Vice President and a director (since November 2001) of Oppenheimer Partnership
Holdings, Inc.; a director (since November 2001) of Oppenheimer Real Asset
Management, Inc.; Senior Vice President, General Counsel and a director (since
November 2001) of Shareholder Financial Services, Inc., Shareholder Services, Inc.,
OFI Private Investments, Inc. and OFI Trust Company; Vice President (since November
2001) of OppenheimerFunds Legacy Program; Senior Vice President and General Counsel
(since November 2001) of OFI Institutional Asset Management, Inc.; a director (since
June 2003) of OppenheimerFunds (Asia) Limited. Formerly Senior Vice President (May
1985-December 2003), Acting General Counsel (November 2001-February 2002) and
Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary
of Shareholder Services, Inc. (May 1985-November 2001), Shareholder
38 | OPPENHEIMER SELECT VALUE FUND
ROBERT G. ZACK, Financial Services, Inc. (November 1989-November 2001); and OppenheimerFunds
Continued International Ltd. (October 1997-November 2001). An officer of 86 portfolios in the
OppenheimerFunds complex.
MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer (since March 2004) of the Manager;
Vice President and Vice President (since June 1983) of OppenheimerFunds Distributor, Inc., Centennial
Chief Compliance Officer Asset Management Corporation and Shareholder Services, Inc. Formerly (until February
(since 2004) 2004) Vice President and Director of Internal Audit of the Manager. An officer of 86
Age: 54 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND'S TRUSTEES AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST
39 | OPPENHEIMER SELECT VALUE FUND
ITEM 2. CODE OF ETHICS
The registrant has adopted a code of ethics that applies to the
registrant's principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Trustees of the registrant has determined that Joseph M.
Wikler, the Chairman of the Board's Audit Committee, possesses the technical
attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as
an "audit committee financial expert," and has designated Mr. Wikler as the
Audit Committee's financial expert. Mr. Wikler is an "independent" Trustee
pursuant to paragraph (a)(2) of Item 3 to Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a) Audit Fees
The principal accountant for the audit of the registrant's annual
financial statements billed $14,000 in fiscal 2005 and $10,950 in
fiscal 2004.
(b) Audit-Related Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years to the registrant's investment adviser or any entity
controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant.
Such fees include: internal control reviews.
(c) Tax Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees to the registrant during
the last two fiscal years.
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years to the registrant's investment adviser or any entity
controlling, controlled by, or under common control with the
adviser that provides ongoing services to the registrant.
Such fees include: tax compliance, tax planning and tax advice.
Tax compliance generally involves preparation of original and
amended tax returns, claims for a refund and tax payment-planning
services. Tax planning and tax advice includes
assistance with tax audits and appeals, tax advice related to
mergers and acquisitions and requests for rulings or technical
advice from taxing authorities.
(d) All Other Fees
The principal accountant for the audit of the registrant's annual
financial statements billed no such fees during the last two
fiscal years.
The principal accountant for the audit of the registrant's annual
financial statements billed $115,000 in fiscal 2005 and no such
fees in fiscal 2004 to the registrant's investment adviser or any
entity controlling, controlled by, or under common control with
the adviser that provides ongoing services to the registrant.
Such fees would include the cost to the principal accountant of
attending audit committee meetings and consultations regarding the
registrant's retirement plan with respect to its trustees.
(e) (1) During its regularly scheduled periodic meetings, the
registrant's audit committee will pre-approve all audit,
audit-related, tax and other services to be provided by the
principal accountants of the registrant.
The audit committee has delegated pre-approval authority to its
Chairman for any subsequent new engagements that arise between
regularly scheduled meeting dates provided that any fees such
pre-approved are presented to the audit committee at its next
regularly scheduled meeting.
Under applicable laws, pre-approval of non-audit services maybe
waived provided that: 1) the aggregate amount of all such services
provided constitutes no more than five percent of the total amount
of fees paid by the registrant to it principal accountant during
the fiscal year in which services are provided 2) such services
were not recognized by the registrant at the time of engagement as
non-audit services and 3) such services are promptly brought to
the attention of the audit committee of the registrant and
approved prior to the completion of the audit.
(2) 100%
(f) Not applicable as less than 50%.
(g) The principal accountant for the audit of the registrant's annual
financial statements billed $115,000 in fiscal 2005 and no such
fees in fiscal 2004 to the registrant and the registrant's
investment adviser or any entity controlling, controlled by, or
under common control with the adviser that provides ongoing
services to the registrant related to non-audit fees. Those
billings did not include any prohibited non-audit services as
defined by the Securities Exchange Act of 1934.
(h) The registrant's audit committee of the board of trustees has
considered whether the provision of non-audit services that were
rendered to the registrant's investment adviser, and any entity
controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the
registrant that were not pre-approved pursuant to paragraph
(c)(7)(ii) of Rule 2-01 of Regulation S-X is
compatible with maintaining the principal account's independence.
No such services were rendered.
ITEM 5. NOT APPLICABLE
ITEM 6. SCHEDULE OF INVESTMENTS
Not applicable
ITEM 7. DISCLOSURE OF PROXY POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT
INVESTMENT COMPANIES
Not applicable
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT COMPANIES
Not applicable
ITEM 9. PURCHASE OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS
Not applicable
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Board is responsible for approving nominees for election as
trustees. To assist in this task, the Board has designated the Audit Committee
as the nominating committee for the Board. It reviews and recommends nominees to
the Board. The Committee is comprised entirely of disinterested trustees as
defined in Section 2(a)(19) of the Investment Company Act of 1940.
The Audit Committee charter describes the responsibilities of the
Committee in nominating candidates for election as independent Trustees of the
Registrant. The Registrant's Board has adopted a written charter for the
Committee. A current copy of the Audit Committee charter is available to
shareholders on the OppenheimerFunds website at WWW.OPPENHEIMERFUNDS.COM.
Under the current policy, if the Board determines that a vacancy exists
or is likely to exist on the Board, the Audit Committee of the Board will
consider candidates for Board membership including recommended by Registrant
shareholders. The Audit Committee will consider nominees recommended by
independent Board members or recommended by any other Board members including
Board members affiliated with the Registrant's investment advisors. The
Committee may, upon Board approval, retain an executive search firm to assist in
screening potential candidates. Upon Board approval, the Audit Committee may
also use the services of legal, financial, or other external counsel that it
deems necessary or desirable in the screening process. Shareholders wishing to
submit a nominee for election to the Board may do so by mailing their submission
to the offices of OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO
80112, to the attention of the Board of Trustees of the named Registrant, c/o
the Secretary of the Registrant.
The Committee's process for identifying and evaluating nominees for
trustees includes a number of factors. In screening candidates for board
membership, whether the candidate is suggested by Board members, shareholders or
others, the Committee considers the candidate's professional experience,
soundness of judgment, integrity, ability to make independent, analytical
inquiries, collegiality, willingness and ability to devote the time required to
perform Board activities adequately, ability to represent the interests of all
shareholders of the Registrant, and diversity relative to the board's
composition. Candidates are expected to provide a mix of attributes, experience,
perspective and skills necessary to effectively advance the interests of
shareholders.
ITEM 11. CONTROLS AND PROCEDURES
(a) Based on their evaluation of registrant's disclosure controls and
procedures (as defined in rule 30a-3(c) under the Investment
Company Act of 1940 (17 CFR 270.30a-3(c)) as of April 30, 2005,
registrant's principal executive officer and principal financial
officer found registrant's disclosure controls and procedures to
provide reasonable assurances that information required to be
disclosed by registrant in the reports that it files under the
Securities Exchange Act of 1934 (a) is accumulated and
communicated to registrant's management, including its principal
executive officer and principal financial officer, to allow timely
decisions regarding required disclosure, and (b) is recorded,
processed, summarized and reported, within the time periods
specified in the rules and forms adopted by the U.S. Securities
and Exchange Commission.
(b) There have been no changes in registrant's internal controls over
financial reporting that occurred during the registrant's last
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrant's internal control
over financial reporting.
ITEM 12. EXHIBITS.
(A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT)(NOT
APPLICABLE TO SEMIANNUAL REPORTS)
(B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS)
(C) EXHIBITS ATTACHED HERETO. (ATTACH PORTFOLIO PROXY VOTING POLICIES AND
PROCEDURES AS REQUIRED BY ITEM 7)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer Select Value Fund
By: /S/ JOHN V. MURPHY
----------------------------
John V. Murphy
Principal Executive Officer
Date: June 15, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /S/ JOHN V. MURPHY
----------------------------
John V. Murphy
Principal Executive Officer
Date: June 15, 2005
By: /S/ BRIAN W. WIXTED
----------------------------
Brian W. Wixted
Chief Financial Officer
Date: June 15, 2005