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 811-2306
OPPENHEIMER GROWTH 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: August 31
Date of reporting period: August 31, 2005
ITEM 1. REPORTS TO STOCKHOLDERS.
TOP HOLDINGS AND ALLOCATIONS
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TOP TEN COMMON STOCK INDUSTRIES
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Software 10.6%
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Communications Equipment 9.2
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Biotechnology 7.1
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Specialty Retail 7.1
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Semiconductors & Semiconductor Equipment 5.8
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Computers & Peripherals 5.3
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Industrial Conglomerates 4.3
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Internet Software & Services 4.2
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Oil & Gas 4.2
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Insurance 3.9
Portfolio holdings and allocations are subject to change. Percentages are as of
August 31, 2005, and are based on net assets. For more current Fund holdings,
please visit www.oppenheimerfunds.com.
TOP TEN COMMON STOCK HOLDINGS
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Microsoft Corp. 5.2%
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General Electric Co. 3.3
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EMC Corp. 3.2
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Cisco Systems, Inc. 3.1
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American International Group, Inc. 3.0
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Genentech, Inc. 2.9
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Varian Medical Systems, Inc. 2.7
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Corning, Inc. 2.5
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Staples, Inc. 2.3
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Target Corp. 2.2
Portfolio holdings and allocations are subject to change. Percentages are as of
August 31, 2005, and are based on net assets.
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8 | OPPENHEIMER GROWTH FUND
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[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
SECTOR ALLOCATION
Information Technology 37.0%
Software 10.6
Communications Equipment 9.2
Semiconductors & Semiconductor Equipment 5.9
Computers & Peripherals 5.3
Internet Software & Services 4.2
IT Services 1.8
Consumer Discretionary 19.7
Health Care 14.2
Energy 7.6
Industrials 7.4
Financials 7.4
Consumer Staples 4.5
Telecommunication Services 1.8
Materials 0.4
Portfolio holdings and allocations are subject to change. Percentages are as of
August 31, 2005, and are based on total market value of common stocks.
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9 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF
THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED AUGUST 31, 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 generated strong
performance for the reporting period. The Fund performed quite well as it began
to reap the benefits of its newly positioned portfolio. A combination of sector
overweightings and good stock selection within the technology, consumer
discretionary, biotechnology and energy areas bolstered performance. Performance
was hampered by stock selection within the financial, pharmaceutical and
industrial sectors.
The Fund maintained its longtime focus on companies we believe were
distinguished by above average yet sustainable earnings and revenue growth,
healthy balance sheets and seasoned leadership. We followed a bottom-up approach
to stock selection and tended to maintain a longer-term investment horizon,
generally seeking to hold stocks between 12 and 18 months.
During the Fund's transition, we repositioned the portfolio to benefit
from expected economic strengthening 12 to 18 months in the future. This led us
to overweight the technology and consumer discretionary sectors, two areas that
generally outperform in a strong economy.
In technology, the Fund benefited from its overweight and strong stock
selection. Contributors to performance included computer hardware companies:
Apple Computer, Inc. and EMC Corp. Apple Computer, Inc.'s stock soared from
strong sales of its iPod digital music player. EMC Corp., a maker of
data-storage systems, benefited from an increasingly diversified business model
that contributed to strong cash flow and earnings expectations for the company.
The Fund's semiconductor holdings also performed well as the inventory
correction the sector experienced in 2004 ended and product demand increased.
Top performers included Marvell Technology Group Ltd., Texas Instruments, Inc.
and Broadcom Corp., Cl. A.
The Fund's consumer discretionary securities also contributed to
performance. In particular, the Fund's retail stocks performed quite well. The
strongest contributor was women's clothing retailer Chico's FAS, Inc. Chico's
extremely strong same-store sales growth drove the stock's price up. Target
Corp., the nation's second largest discount chain, added to returns. The company
continued to benefit from a focused business model, successful stock buyback
program and improved cash flows. Other contributors to performance included
retailers Staples, Inc., Kohl's Corp. and Polo Ralph Lauren Corp.
Within healthcare, the Fund's biotechnology holdings produced strong
returns. Genentech, Inc., best known for its cancer treatments did well because
of anticipation around several promising new drugs. Additional contributors to
Fund performance included Gilead Sciences, Inc., Amgen, Inc. and Varian Medical
Systems, Inc.
The Fund's energy stocks added value during the period. These stocks
soared due to high oil prices and a global supply problem leading to a
significant need for further exploration. Strong performers included oil and gas
exploration and production compa-
10 | OPPENHEIMER GROWTH FUND
nies, Apache Corp. and Amerada Hess Corp. and Schlumberger Ltd., one of the
world's largest oil services companies.
Areas that detracted from performance included holdings within the
healthcare, financial and industrial sectors. In healthcare, the worst
performing security was pharmaceutical company Elan. Elan's troubled performance
resulted after the company pulled its multiple sclerosis drug, Tysabri, from the
market because of safety concerns. In response, we sold our position, though not
soon enough, to escape a loss for the Fund. Also within healthcare, the Fund's
performance was disadvantaged by our decision to not hold any healthcare service
companies as we incorrectly believed the growth cycle had ended in this area.
In financials, the Fund's exposure to American International Group, Inc.
(AIG), one of the world's largest insurance firms, hurt performance. AIG
suffered through a lengthy litigation controversy. During that time we trimmed
our holdings as the stock plummeted. Now that the situation has cleared, we have
rebuilt our position as the company's strong fundamentals remain intact and in
our view it is selling at a low valuation.
Within the industrials sector both Tyco International Ltd. and 3M Co.
detracted from performance. Although Tyco, a manufacturing conglomerate, had
successfully recovered from its previous difficulties, several of its businesses
underperformed and we sold our position. 3M, a diversified technology company,
missed its earnings estimates for the last 3 consecutive quarters primarily due
to increased competition in a few of its businesses as well as slowed drug
sales. Lastly, during the reporting period, the Fund received a special dividend
of $3 per share from Microsoft Corp. This special dividend represented a
significant portion of the current period's income.
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 August 31, 2005. In the case of Class A, Class B, and Class Y
shares, performance is measured over a ten-fiscal-year period. For Class C
shares, performance is measured from the inception of the Class on November 1,
1995. In the case of Class N shares, performance is measured from inception of
the Class on March 1, 2001. The Fund's performance reflects the deduction of the
maximum initial sales charge on Class A shares, the applicable contingent
deferred 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 S&P 500
Index, an unmanaged index of equity securities. 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.
11 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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CLASS A SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Growth Fund (Class A)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer Growth
Fund (Class A) S&P 500 Index
06/30/1995 9,425 10,000
09/30/1995 10,214 10,794
12/31/1995 10,452 11,443
03/31/1996 11,076 12,058
06/30/1996 11,404 12,598
08/31/1996 1 11,493 12,296
11/30/1996 13,011 14,353
02/28/1997 13,499 15,065
05/31/1997 14,317 16,245
08/31/1997 15,518 17,291
11/30/1997 15,315 18,445
02/28/1998 16,285 20,336
05/31/1998 16,485 21,225
08/31/1998 13,715 18,696
11/30/1998 16,151 22,813
02/28/1999 17,060 24,354
05/31/1999 17,747 25,689
08/31/1999 19,117 26,138
11/30/1999 21,722 27,579
02/29/2000 29,059 27,210
05/31/2000 24,983 28,378
08/31/2000 31,945 30,400
11/30/2000 21,943 26,414
02/28/2001 19,259 24,980
05/31/2001 17,976 25,385
08/31/2001 16,013 22,990
11/30/2001 16,369 23,188
02/28/2002 15,609 22,606
05/31/2002 15,113 21,873
08/31/2002 13,328 18,855
11/30/2002 12,876 19,360
02/28/2003 11,873 17,480
05/31/2003 13,411 20,108
08/31/2003 14,088 21,128
11/30/2003 14,116 22,280
02/29/2004 14,849 24,210
05/31/2004 14,854 23,792
08/31/2004 13,675 23,546
11/30/2004 14,733 25,142
02/28/2005 14,540 25,897
05/31/2005 15,113 25,750
08/31/2005 15,708 26,502
AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT
8/31/05
1-Year 8.26% 5-Year -14.26% 10-Year 4.12%
1. The Fund changed its fiscal year end from June 30 to August 31.
12 | OPPENHEIMER GROWTH FUND
CLASS B SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Growth Fund (Class B)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer Growth
. Fund (Class B) S&P 500 Index
06/30/1995 10,000 10,000
09/30/1995 10,814 10,794
12/31/1995 11,039 11,443
03/31/1996 11,673 12,058
06/30/1996 11,996 12,598
08/31/1996 1 12,069 12,296
11/30/1996 13,633 14,353
02/28/1997 14,117 15,065
05/31/1997 14,943 16,245
08/31/1997 16,164 17,291
11/30/1997 15,921 18,445
02/28/1998 16,897 20,336
05/31/1998 17,069 21,225
08/31/1998 14,173 18,696
11/30/1998 16,656 22,813
02/28/1999 17,558 24,354
05/31/1999 18,227 25,689
08/31/1999 19,596 26,138
11/30/1999 22,221 27,579
02/29/2000 29,668 27,210
05/31/2000 25,461 28,378
08/31/2000 32,494 30,400
11/30/2000 22,274 26,414
02/28/2001 19,514 24,980
05/31/2001 18,178 25,385
08/31/2001 16,192 22,990
11/30/2001 16,552 23,188
02/28/2002 15,783 22,606
05/31/2002 15,282 21,873
08/31/2002 13,477 18,855
11/30/2002 13,020 19,360
02/28/2003 12,006 17,480
05/31/2003 13,560 20,108
08/31/2003 14,246 21,128
11/30/2003 14,274 22,280
02/29/2004 15,015 24,210
05/31/2004 15,020 23,792
08/31/2004 13,828 23,546
11/30/2004 14,898 25,142
02/28/2005 14,703 25,897
05/31/2005 15,282 25,750
08/31/2005 15,884 26,502
AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT
8/31/05
1-Year 8.93% 5-Year -14.27% 10-Year 4.24%
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 2% (5-YEAR); AND FOR CLASS C
AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD.
THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO
CLASS A SHARES 72 MONTHS AFTER PURCHASE, 10-YEAR RETURNS FOR CLASS B SHARES USES
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 17 FOR FURTHER
INFORMATION
13 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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CLASS C SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Growth Fund (Class C)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer Growth
Fund (Class C) S&P 500 Index
11/01/1995 10,000 10,000
12/31/1995 10,128 10,640
03/31/1996 10,711 11,211
06/30/1996 11,006 11,713
08/31/1996 1 11,073 11,432
11/30/1996 12,507 13,345
02/28/1997 12,952 14,007
05/31/1997 13,710 15,104
08/31/1997 14,830 16,077
11/30/1997 14,607 17,149
02/28/1998 15,502 18,907
05/31/1998 15,662 19,734
08/31/1998 13,001 17,382
11/30/1998 15,280 21,211
02/28/1999 16,107 22,643
05/31/1988 16,726 23,884
08/31/1999 17,977 24,301
11/30/1999 20,389 25,642
02/29/2000 27,225 25,299
05/31/2000 23,360 26,385
08/31/2000 29,819 28,264
11/30/2000 20,441 24,559
02/28/2001 17,908 23,226
05/31/2001 16,681 23,602
08/31/2001 14,831 21,375
11/30/2001 15,133 21,559
02/28/2002 14,403 21,018
05/31/2002 13,917 20,336
08/31/2002 12,252 17,530
11/30/2002 11,808 18,000
02/28/2003 10,867 16,253
05/31/2003 12,247 18,696
08/31/2003 12,844 19,644
11/30/2003 12,844 20,715
02/29/2004 13,478 22,509
05/31/2004 13,452 22,121
08/31/2004 12,358 21,892
11/30/2004 13,288 23,376
02/28/2005 13,087 24,078
05/31/2005 13,568 23,942
08/31/2005 14,075 24,640
AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT
8/31/05
1-Year 12.90% 5-Year -13.94% Since Inception (11/1/95) 3.54%
1. The Fund changed its fiscal year end from June 30 to August 31.
14 | OPPENHEIMER GROWTH FUND
CLASS N SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Growth Fund (Class N)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer Growth
Fund (Class N) S&P 500 Index
03/01/2001 10,000 10,000
05/31/2001 9,246 10,162
08/31/2001 8,231 9,203
11/30/2001 8,406 9,283
02/28/2002 8,011 9,049
05/31/2002 7,752 8,756
08/31/2002 6,823 7,548
11/30/2002 6,670 7,750
02/28/2003 6,152 6,998
05/31/2003 6,940 8,050
08/31/2003 7,288 8,458
11/30/2003 7,296 8,919
02/29/2004 7,667 9,692
05/31/2004 7,661 9,524
08/31/2004 7,049 9,426
11/30/2004 7,587 10,065
02/28/2005 7,482 10,367
05/31/2005 7,769 10,308
08/31/2005 8,068 10,609
AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT
8/31/05
1-Year 13.47% 5-Year N/A Since Inception (3/1/01) -4.66%
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 2% (5-YEAR); AND FOR CLASS C
AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD.
THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO
CLASS A SHARES 72 MONTHS AFTER PURCHASE, 10-YEAR RETURNS FOR CLASS B SHARES USES
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 17 FOR FURTHER
INFORMATION
15 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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CLASS Y SHARES
COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:
Oppenheimer Growth Fund (Class Y)
S&P 500 Index
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
Oppenheimer Growth
Fund (Class Y) S&P 500 Index
06/30/1995 10,000 10,000
09/30/1995 10,841 10,794
12/31/1995 11,095 11,443
03/31/1996 11,759 12,058
06/30/1996 12,110 12,598
08/31/1996 1 12,208 12,296
11/30/1996 13,828 14,353
02/28/1997 14,355 15,065
05/31/1997 15,233 16,245
08/31/1997 16,525 17,291
11/30/1997 16,321 18,445
02/28/1998 17,366 20,336
05/31/1998 17,594 21,225
08/31/1998 14,645 18,696
11/30/1998 17,255 22,813
02/28/1999 18,237 24,354
05/31/1999 18,978 25,689
08/31/1999 20,465 26,138
11/30/1999 23,266 27,579
02/29/2000 31,139 27,210
05/31/2000 26,793 28,378
08/31/2000 34,292 30,400
11/30/2000 23,558 26,414
02/28/2001 20,690 24,980
05/31/2001 19,331 25,385
08/31/2001 17,224 22,990
11/30/2001 17,630 23,188
02/28/2002 16,821 22,606
05/31/2002 16,299 21,873
08/31/2002 14,382 18,855
11/30/2002 13,890 19,360
02/28/2003 12,822 17,480
05/31/2003 14,483 20,108
08/31/2003 15,225 21,128
11/30/2003 15,261 22,280
02/29/2004 16,062 24,210
05/31/2004 16,073 23,792
08/31/2004 14,804 23,546
11/30/2004 15,961 25,142
02/28/2005 15,759 25,897
05/31/2005 16,388 25,750
08/31/2005 17,041 26,502
AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES OF THE FUND AT 8/31/05
1-Year 15.11% 5-Year -13.05% 10-Year 4.96%
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 2% (5-YEAR); AND FOR CLASS C
AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD.
THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO
CLASS A SHARES 72 MONTHS AFTER PURCHASE, 10-YEAR RETURNS FOR CLASS B SHARES USES
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 17 FOR FURTHER
INFORMATION
1. The Fund changed its fiscal year end from June 30 to August 31.
16 | OPPENHEIMER GROWTH FUND
NOTES
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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.
CLASS A shares of the Fund were first publicly offered on 3/15/73. Class A
returns include the current maximum initial sales charge of 5.75%.
CLASS B shares of the Fund were first publicly offered on 8/17/93. Class B
returns include the applicable contingent deferred sales charge of 5% (1-year)
and 2% (5-year). Because Class B shares convert to Class A shares 72 months
after purchase, the 10-year return for Class B uses Class A performance for the
period after conversion, and the ending account value does not reflect the
deduction of any sales charges. 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 11/1/95. Class C
returns include the contingent deferred sales charge of 1% for the 1-year
period. Class C shares are subject to an annual 0.75% asset-based sales charge.
CLASS N shares of the Fund were first publicly offered on 3/1/01. Class N shares
are offered only through retirement plans. Unless otherwise noted, Class N
returns include the contingent deferred sales charge of 1% for the 1-year
period. Class N shares are subject to an annual 0.25% asset-based sales charge.
17 | OPPENHEIMER GROWTH FUND
NOTES
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CLASS Y shares of the Fund were first publicly offered on 6/1/94. 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.
18 | OPPENHEIMER GROWTH FUND
FUND EXPENSES
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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 August 31, 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
19 | OPPENHEIMER GROWTH FUND
FUND EXPENSES
- --------------------------------------------------------------------------------
the Statement of Additional Information). Therefore, the "hypothetical" lines of
the table are useful in comparing ongoing costs only, and will not help you
determine the relative total costs of owning different funds. In addition, if
these transactional costs were included, your costs would have been higher.
- --------------------------------------------------------------------------------
BEGINNING ENDING EXPENSES
ACCOUNT ACCOUNT PAID DURING
VALUE VALUE 6 MONTHS ENDED
(3/1/05) (8/31/05) AUGUST 31, 2005
- --------------------------------------------------------------------------------
Class A Actual $ 1,000.00 $ 1,080.30 $ 5.94
- --------------------------------------------------------------------------------
Class A Hypothetical 1,000.00 1,019.51 5.77
- --------------------------------------------------------------------------------
Class B Actual 1,000.00 1,075.60 10.57
- --------------------------------------------------------------------------------
Class B Hypothetical 1,000.00 1,015.07 10.26
- --------------------------------------------------------------------------------
Class C Actual 1,000.00 1,075.50 10.46
- --------------------------------------------------------------------------------
Class C Hypothetical 1,000.00 1,015.17 10.16
- --------------------------------------------------------------------------------
Class N Actual 1,000.00 1,078.40 7.83
- --------------------------------------------------------------------------------
Class N Hypothetical 1,000.00 1,017.69 7.61
- --------------------------------------------------------------------------------
Class Y Actual 1,000.00 1,081.30 5.10
- --------------------------------------------------------------------------------
Class Y Hypothetical 1,000.00 1,020.32 4.95
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 184/365
(to reflect the one-half year period). Those annualized expense ratios based on
the 6-month period ended August 31, 2005 are as follows:
CLASS EXPENSE RATIOS
- --------------------------
Class A 1.13%
- --------------------------
Class B 2.01
- --------------------------
Class C 1.99
- --------------------------
Class N 1.49
- --------------------------
Class Y 0.97
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.
- --------------------------------------------------------------------------------
20 | OPPENHEIMER GROWTH FUND
STATEMENT OF INVESTMENTS August 31, 2005
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMON STOCKS--99.6%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--19.6%
- --------------------------------------------------------------------------------
AUTO COMPONENTS--1.1%
Autoliv, Inc. 340,300 $ 15,143,350
- --------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.9%
Carnival Corp. 234,000 11,545,560
- --------------------------------------------------------------------------------
Starbucks Corp. 1 305,600 14,986,624
----------------
26,532,184
- --------------------------------------------------------------------------------
HOUSEHOLD DURABLES--0.5%
Harman International
Industries, Inc. 67,500 6,979,500
- --------------------------------------------------------------------------------
INTERNET & CATALOG RETAIL--1.9%
eBay, Inc. 1 640,800 25,945,992
- --------------------------------------------------------------------------------
MEDIA--2.3%
Comcast Corp., Cl. A 1 547,700 16,841,775
- --------------------------------------------------------------------------------
Walt Disney Co. (The) 553,500 13,942,665
----------------
30,784,440
- --------------------------------------------------------------------------------
MULTILINE RETAIL--3.6%
Kohl's Corp. 1 361,100 18,939,695
- --------------------------------------------------------------------------------
Target Corp. 564,700 30,352,625
----------------
49,292,320
- --------------------------------------------------------------------------------
SPECIALTY RETAIL--7.1%
Best Buy Co., Inc. 297,150 14,162,169
- --------------------------------------------------------------------------------
Chico's FAS, Inc. 1 420,000 14,578,200
- --------------------------------------------------------------------------------
Home Depot, Inc. 339,500 13,688,640
- --------------------------------------------------------------------------------
Staples, Inc. 1,449,700 31,835,412
- --------------------------------------------------------------------------------
Urban Outfitters, Inc. 1 118,800 6,612,408
- --------------------------------------------------------------------------------
Williams-Sonoma, Inc. 1 374,300 15,065,575
----------------
95,942,404
- --------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--1.2%
Polo Ralph
Lauren Corp. 326,000 16,153,300
- --------------------------------------------------------------------------------
CONSUMER STAPLES--4.4%
- --------------------------------------------------------------------------------
BEVERAGES--2.1%
Coca-Cola Co. (The) 153,700 6,762,800
- --------------------------------------------------------------------------------
PepsiCo, Inc. 412,300 22,614,655
----------------
29,377,455
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--2.2%
Colgate-Palmolive Co. 268,400 $ 14,091,000
- --------------------------------------------------------------------------------
Procter & Gamble Co. (The) 280,900 15,584,332
----------------
29,675,332
- --------------------------------------------------------------------------------
PERSONAL PRODUCTS--0.1%
Gillette Co. 26,000 1,400,620
- --------------------------------------------------------------------------------
ENERGY--7.6%
- --------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--3.4%
National Oilwell
Varco, Inc. 1 67,600 4,340,596
- --------------------------------------------------------------------------------
Schlumberger Ltd. 318,900 27,498,747
- --------------------------------------------------------------------------------
Transocean, Inc. 1 246,200 14,535,648
----------------
46,374,991
- --------------------------------------------------------------------------------
OIL & GAS--4.2%
Amerada Hess Corp. 155,300 19,738,630
- --------------------------------------------------------------------------------
Apache Corp. 246,700 17,668,654
- --------------------------------------------------------------------------------
Noble Energy, Inc. 221,400 19,514,196
----------------
56,921,480
- --------------------------------------------------------------------------------
FINANCIALS--7.4%
- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--3.5%
American Express Co. 284,400 15,710,256
- --------------------------------------------------------------------------------
Goldman Sachs
Group, Inc. (The) 130,500 14,508,990
- --------------------------------------------------------------------------------
Legg Mason, Inc. 160,000 16,724,800
----------------
46,944,046
- --------------------------------------------------------------------------------
INSURANCE--3.9%
AFLAC, Inc. 297,700 12,866,594
- --------------------------------------------------------------------------------
American International Group, Inc. 681,000 40,315,200
----------------
53,181,794
- --------------------------------------------------------------------------------
HEALTH CARE--14.1%
- --------------------------------------------------------------------------------
BIOTECHNOLOGY--7.1%
Amgen, Inc. 1 274,900 21,964,510
- --------------------------------------------------------------------------------
Genentech, Inc. 1 413,000 38,797,220
21 | OPPENHEIMER GROWTH FUND
STATEMENT OF INVESTMENTS Continued
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
BIOTECHNOLOGY Continued
Genzyme Corp.
(General Division) 1 250,100 $ 17,799,617
- --------------------------------------------------------------------------------
Gilead Sciences, Inc. 1 405,500 17,436,500
----------------
95,997,847
- --------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--3.7%
Guidant Corp. 38,000 2,684,320
- --------------------------------------------------------------------------------
Kinetic Concepts, Inc. 1 215,400 11,803,920
- --------------------------------------------------------------------------------
Varian Medical
Systems, Inc. 1 915,000 36,435,300
----------------
50,923,540
- --------------------------------------------------------------------------------
PHARMACEUTICALS--3.3%
Abbott Laboratories 346,500 15,637,545
- --------------------------------------------------------------------------------
Eli Lilly & Co. 238,400 13,116,768
- --------------------------------------------------------------------------------
Johnson & Johnson 263,100 16,677,909
----------------
45,432,222
- --------------------------------------------------------------------------------
INDUSTRIALS--7.4%
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE--0.8%
General Dynamics
Corp. 88,300 10,118,297
- --------------------------------------------------------------------------------
AIR FREIGHT & LOGISTICS--0.6%
FedEx Corp. 107,100 8,722,224
- --------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--4.3%
3M Co. 193,300 13,753,295
- --------------------------------------------------------------------------------
General Electric Co. 1,335,000 44,869,350
----------------
58,622,645
- --------------------------------------------------------------------------------
MACHINERY--0.7%
Oshkosh Truck Corp. 248,600 9,971,346
- --------------------------------------------------------------------------------
MARINE--1.0%
UTI Worldwide, Inc. 172,000 12,979,120
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--36.9%
- --------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--9.2%
Avaya, Inc. 1 735,100 7,498,020
- --------------------------------------------------------------------------------
Cisco Systems, Inc. 1 2,418,900 42,621,018
- --------------------------------------------------------------------------------
Corning, Inc. 1 1,703,000 33,991,880
- --------------------------------------------------------------------------------
Motorola, Inc. 949,600 20,777,248
- --------------------------------------------------------------------------------
Nokia Corp.,
Sponsored ADR 435,800 6,872,566
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT Continued
QUALCOMM, Inc. 339,000 $ 13,461,690
----------------
125,222,422
- --------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--5.3%
Apple Computer, Inc. 1 532,300 24,980,839
- --------------------------------------------------------------------------------
EMC Corp. 1 3,357,800 43,181,308
- --------------------------------------------------------------------------------
Sun Microsystems,
Inc. 1 1,000,300 3,801,140
----------------
71,963,287
- --------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--4.2%
Google, Inc., Cl. A 1 87,000 24,882,000
- --------------------------------------------------------------------------------
VeriSign, Inc. 1 595,000 12,971,000
- --------------------------------------------------------------------------------
Yahoo!, Inc. 1 575,800 19,197,172
----------------
57,050,172
- --------------------------------------------------------------------------------
IT SERVICES--1.8%
Cognizant Technology
Solutions Corp. 1 309,800 14,105,194
- --------------------------------------------------------------------------------
NAVTEQ Corp. 1 225,000 10,471,500
----------------
24,576,694
- --------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--5.8%
Broadcom Corp., Cl. A 1 475,400 20,679,900
- --------------------------------------------------------------------------------
Intel Corp. 665,100 17,106,372
- --------------------------------------------------------------------------------
International Rectifier
Corp. 1 282,000 13,564,200
- --------------------------------------------------------------------------------
Maxim Integrated
Products, Inc. 330,000 14,074,500
- --------------------------------------------------------------------------------
Texas Instruments, Inc. 424,000 13,856,320
----------------
79,281,292
- --------------------------------------------------------------------------------
SOFTWARE--10.6%
Adobe Systems, Inc. 500,000 13,520,000
- --------------------------------------------------------------------------------
Amdocs Ltd. 1 310,900 9,124,915
- --------------------------------------------------------------------------------
Autodesk, Inc. 373,400 16,130,880
- --------------------------------------------------------------------------------
Mercury Interactive
Corp. 1 475,600 17,440,252
- --------------------------------------------------------------------------------
Microsoft Corp. 2,564,400 70,264,560
22 | OPPENHEIMER GROWTH FUND
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
SOFTWARE Continued
SAP AG,
Sponsored ADR 400,600 $ 17,093,602
----------------
143,574,209
- --------------------------------------------------------------------------------
MATERIALS--0.4%
- --------------------------------------------------------------------------------
CHEMICALS--0.4%
Monsanto Co. 85,000 5,426,400
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--1.8%
- --------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--1.8%
NeuStar, Inc., Cl. A 1 291,500 8,019,165
- --------------------------------------------------------------------------------
Sprint Nextel Corp. 637,100 16,520,003
----------------
24,539,168
----------------
Total Common Stocks
(Cost $1,181,502,133) 1,355,050,093
PRINCIPAL VALUE
AMOUNT SEE NOTE 1
- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--0.1%
- --------------------------------------------------------------------------------
Undivided interest of 0.15% in joint
repurchase agreement (Principal Amount/
Value $1,184,643,000, with a maturity
value of $1,184,759,490) with UBS Warburg
LLC, 3.54%, dated 8/31/05, to be
repurchased at $1,764,173 on 9/1/05,
collateralized by Federal National
Mortgage Assn., 6%, 4/1/35, with
a value of $1,209,814,832
(Cost $1,764,000) $1,764,000 $ 1,764,000
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $1,183,266,133) 99.7% 1,356,814,093
- --------------------------------------------------------------------------------
OTHER ASSETS
NET OF LIABILITIES 0.3 4,046,404
----------------------------
NET ASSETS 100.0% $ 1,360,860,497
============================
FOOTNOTE TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
23 | OPPENHEIMER GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES August 31, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
ASSETS
- --------------------------------------------------------------------------------
Investments, at value (cost $1,183,266,133)--see
accompanying statement of investments $ 1,356,814,093
- --------------------------------------------------------------------------------
Cash 748,032
- --------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 16,057,243
Interest and dividends 944,714
Shares of beneficial interest sold 393,004
Other 61,071
-----------------
Total assets 1,375,018,157
- --------------------------------------------------------------------------------
LIABILITIES
- --------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 10,444,848
Shares of beneficial interest redeemed 2,137,567
Distribution and service plan fees 533,458
Trustees' compensation 433,192
Transfer and shareholder servicing agent fees 337,271
Shareholder communications 205,691
Other 65,633
-----------------
Total liabilities 14,157,660
- --------------------------------------------------------------------------------
NET ASSETS $ 1,360,860,497
=================
- --------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- --------------------------------------------------------------------------------
Par value of shares of beneficial interest $ 48,504
- --------------------------------------------------------------------------------
Additional paid-in capital 1,819,780,005
- --------------------------------------------------------------------------------
Accumulated net investment loss (426,443)
- --------------------------------------------------------------------------------
Accumulated net realized loss on investments (632,089,529)
- --------------------------------------------------------------------------------
Net unrealized appreciation on investments 173,547,960
-----------------
NET ASSETS $ 1,360,860,497
=================
24 | OPPENHEIMER GROWTH FUND
- --------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- --------------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,024,198,620
and 35,918,909 shares of beneficial interest outstanding) $ 28.51
Maximum offering price per share (net asset value plus sales charge of 5.75% of
offering price) $ 30.25
- --------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $193,897,242 and
7,407,306 shares of beneficial interest outstanding) $ 26.18
- --------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $73,277,338 and
2,751,880 shares of beneficial interest outstanding) $ 26.63
- --------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $13,891,601 and
490,334 shares of beneficial interest outstanding) $ 28.33
- --------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $55,595,696 and 1,935,879 shares of beneficial interest outstanding) $ 28.72
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
25 | OPPENHEIMER GROWTH FUND
STATEMENT OF OPERATIONS For the Year Ended August 31, 2005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INVESTMENT INCOME
- --------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $74,066) $ 17,727,750
- --------------------------------------------------------------------------------
Interest 126,110
--------------
Total investment income 17,853,860
- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
Management fees 9,296,153
- --------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 2,452,023
Class B 2,009,913
Class C 736,097
Class N 67,518
- --------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 2,781,592
Class B 840,532
Class C 308,430
Class N 66,037
Class Y 215,450
- --------------------------------------------------------------------------------
Shareholder communications:
Class A 277,919
Class B 129,446
Class C 28,371
Class N 3,437
- --------------------------------------------------------------------------------
Trustees' compensation 17,896
- --------------------------------------------------------------------------------
Custodian fees and expenses 17,303
- --------------------------------------------------------------------------------
Other 92,418
--------------
Total expenses 19,340,535
Less reduction to custodian expenses (52)
Less waivers and reimbursements of expenses (713,187)
--------------
Net expenses 18,627,296
- --------------------------------------------------------------------------------
NET INVESTMENT LOSS (773,436)
- --------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
- --------------------------------------------------------------------------------
Net realized gain on investments 38,192,502
- --------------------------------------------------------------------------------
Net change in unrealized appreciation on investments 156,753,095
- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 194,172,161
==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
26 | OPPENHEIMER GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR ENDED AUGUST 31, 2005 2004
- ----------------------------------------------------------------------------------------------------
OPERATIONS
- ----------------------------------------------------------------------------------------------------
Net investment loss $ (773,436) $ (12,426,999)
- ----------------------------------------------------------------------------------------------------
Net realized gain 38,192,502 211,999,138
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation 156,753,095 (245,925,191)
----------------------------------
Net increase (decrease) in net assets resulting from operations 194,172,161 (46,353,052)
- ----------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- ----------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Class A (198,124,572) (58,098,836)
Class B (45,151,513) (50,353,104)
Class C (11,796,834) 1,009,300
Class N (871,228) 5,813,503
Class Y (16,915,611) (246,732)
- ----------------------------------------------------------------------------------------------------
NET ASSETS
- ----------------------------------------------------------------------------------------------------
Total decrease (78,687,597) (148,228,921)
- ----------------------------------------------------------------------------------------------------
Beginning of period 1,439,548,094 1,587,777,015
----------------------------------
End of period (including accumulated net investment loss
of $426,443 and $457,780, respectively) $ 1,360,860,497 $ 1,439,548,094
==================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
27 | OPPENHEIMER GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
CLASS A YEAR ENDED AUGUST 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 24.82 $ 25.57 $ 24.19 $ 29.20 $ 62.31
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .03 1,2 (.14) (.15) (.13) .18
Net realized and unrealized gain (loss) 3.66 (.61) 1.53 (4.74) (30.05)
---------------------------------------------------------------------------
Total from investment operations 3.69 (.75) 1.38 (4.87) (29.87)
- ----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- -- (.14) --
Distributions from net realized gain -- -- -- -- (3.24)
---------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders -- -- -- (.14) (3.24)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.51 $ 24.82 $ 25.57 $ 24.19 $ 29.20
===========================================================================
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 14.87% (2.93)% 5.70% (16.77)% (49.87)%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,024,199 $1,074,312 $1,165,627 $1,173,027 $1,553,066
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $1,061,402 $1,178,435 $1,095,830 $1,430,735 $2,149,795
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) 0.11% 2 (0.59)% (0.69)% (0.54)% 0.45%
Total expenses 1.19% 1.18% 1.22% 1.31% 1.06%
Expenses after payments and waivers and
reduction to custodian expenses 1.15% N/A 5,6 N/A 5 N/A 5 N/A 5
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 72% 104% 82% 60% 92%
1. Per share amounts calculated based on the average shares outstanding during
the period.
2. Net investment income per share and the net investment income ratio include
$.15 and 0.58%, respectively, resulting from a special dividend from Microsoft
Corp. in November 2004.
3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods 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 waiver of transfer agent fees less than 0.01%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
28 | OPPENHEIMER GROWTH FUND
CLASS B YEAR ENDED AUGUST 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 22.98 $ 23.90 $ 22.80 $ 27.60 $ 59.55
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.19) 1,2 (.71) (.58) (.54) (.10)
Net realized and unrealized gain (loss) 3.39 (.21) 1.68 (4.26) (28.61)
---------------------------------------------------------------------------
Total from investment operations 3.20 (.92) 1.10 (4.80) (28.71)
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- -- -- --
Distributions from net realized gain -- -- -- -- (3.24)
---------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders -- -- -- -- (3.24)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 26.18 $ 22.98 $ 23.90 $ 22.80 $ 27.60
===========================================================================
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 13.93% (3.85)% 4.83% (17.39)% (50.26)%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 193,897 $ 212,774 $ 270,715 $ 317,725 $ 483,298
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 201,613 $ 254,295 $ 276,668 $ 415,965 $ 692,159
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (0.76)% 2 (1.51)% (1.52)% (1.30)% (0.31)%
Total expenses 2.15% 2.24% 2.29% 2.08% 1.83%
Expenses after payments and waivers and
reduction to custodian expenses 2.03% 2.11% 2.06% N/A 5,6 N/A 6
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 72% 104% 82% 60% 92%
1. Per share amounts calculated based on the average shares outstanding during
the period.
2. Net investment loss per share and the net investment loss ratio include $.14
and 0.58%, respectively, resulting from a special dividend from Microsoft Corp.
in November 2004.
3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods 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. Voluntary waiver of transfer agent fees less than 0.01%.
6. Reduction to custodian expenses less than 0.01%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
29 | OPPENHEIMER GROWTH FUND
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS C YEAR ENDED AUGUST 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 23.38 $ 24.30 $ 23.18 $ 28.06 $ 60.48
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.19) 1,2 (.37) (.36) (.43) (.04)
Net realized and unrealized gain (loss) 3.44 (.55) 1.48 (4.45) (29.14)
---------------------------------------------------------------------------
Total from investment operations 3.25 (.92) 1.12 (4.88) (29.18)
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- -- -- --
Distributions from net realized gain -- -- -- -- (3.24)
---------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders -- -- -- -- (3.24)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 26.63 $ 23.38 $ 24.30 $ 23.18 $ 28.06
===========================================================================
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 13.90% (3.79)% 4.83% (17.39)% (50.26)%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 73,277 $ 75,459 $ 77,548 $ 75,229 $ 102,144
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 73,785 $ 83,103 $ 72,165 $ 93,082 $ 133,823
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (0.76)% 2 (1.47)% (1.52)% (1.31)% (0.32)%
Total expenses 2.12% 2.16% 2.22% 2.08% 1.84%
Expenses after payments and waivers and
reduction to custodian expenses 2.01% 2.07% 2.06% N/A 5,6 N/A 6
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 72% 104% 82% 60% 92%
1. Per share amounts calculated based on the average shares outstanding during
the period.
2. Net investment loss per share and the net investment loss ratio include $.14
and 0.58%, respectively, resulting from a special dividend from Microsoft Corp.
in November 2004.
3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods 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. Voluntary waiver of transfer agent fees less than 0.01%.
6. Reduction to custodian expenses less than 0.01%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
30 | OPPENHEIMER GROWTH FUND
CLASS N YEAR ENDED AUGUST 31, 2005 2004 2003 2002 2001 1
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 24.75 $ 25.59 $ 23.99 $ 29.13 $ 35.39
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.07) 2,3 (.27) (.04) (.13) 2 (.01)
Net realized and unrealized gain (loss) 3.65 (.57) 1.64 (4.78) 2 (6.25)
---------------------------------------------------------------------------
Total from investment operations 3.58 (.84) 1.60 (4.91) (6.26)
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- -- (.23) --
Distributions from net realized gain -- -- -- -- --
---------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders -- -- -- (.23) --
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.33 $ 24.75 $ 25.59 $ 23.99 $ 29.13
===========================================================================
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4 14.47% (3.28)% 6.67% (17.00)% (17.69)%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 13,892 $ 12,998 $ 7,766 $ 2,243 $ 274
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 13,546 $ 11,987 $ 5,016 $ 1,623 $ 70
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment loss (0.25)% 3 (0.94)% (0.39)% (0.90)% (0.33)%
Total expenses 1.68% 1.70% 1.33% 1.57% 1.40%
Expenses after payments and waivers and
reduction to custodian expenses 1.51% 1.53% 1.23% N/A 6,7 N/A 7
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 72% 104% 82% 60% 92%
1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Per share amounts calculated based on the average shares outstanding during
the period.
3. Net investment loss per share and the net investment loss ratio include $.15
and 0.58%, respectively, resulting from a special dividend from Microsoft Corp.
in November 2004.
4. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods 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.
6. Voluntary waiver of transfer agent fees less than 0.01%.
7. Reduction to custodian expenses less than 0.01%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
31 | OPPENHEIMER GROWTH FUND
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS Y YEAR ENDED AUGUST 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 24.95 $ 25.66 $ 24.24 $ 29.27 $ 62.33
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) .08 1,2 (.10) (.12) (.06) .28
Net realized and unrealized gain (loss) 3.69 (.61) 1.54 (4.73) (30.10)
---------------------------------------------------------------------------
Total from investment operations 3.77 (.71) 1.42 (4.79) (29.82)
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income -- -- -- (.24) --
Distributions from net realized gain -- -- -- -- (3.24)
---------------------------------------------------------------------------
Total dividends and/or distributions
to shareholders -- -- -- (.24) (3.24)
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 28.72 $ 24.95 $ 25.66 $ 24.24 $ 29.27
===========================================================================
- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 15.11% (2.77)% 5.86% (16.50)% (49.77)%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 55,595 $ 64,005 $ 66,121 $ 66,769 $ 88,284
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 60,275 $ 68,569 $ 61,965 $ 81,127 $ 124,168
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) 0.31% 2 (0.40)% (0.55)% (0.25)% 0.67%
Total expenses 1.03% 1.01% 1.17% 1.13% 0.86%
Expenses after payments and waivers and
reduction to custodian expenses 0.98% N/A 5 1.08% 1.02% N/A 5
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 72% 104% 82% 60% 92%
1. Per share amounts calculated based on the average shares outstanding during
the period.
2. Net investment income per share and the net investment income ratio include
$.15 2 and 0.58% 2, respectively, resulting from a special dividend from
Microsoft Corp. in November 2004.
3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods 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%.
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
32 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer Growth 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. 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 exchanges are valued
based on the last sale price of the security traded on that exchange prior to
the time when the Fund's assets are valued. Securities traded on NASDAQ are
valued based on the closing price provided by NASDAQ prior to the time when the
Fund's assets are valued. In the absence of a sale, the security is valued at
the last sale price on the prior trading day, if it is within the spread of the
closing "bid" and "asked" prices, and if not, at the closing bid price.
Securities traded on foreign exchanges are valued based on the last sale price
on the principal exchange on which the security is traded, in the country that
is identified by the portfolio pricing service, prior to the time when the
Fund's assets are valued. In the absence of a sale, the security is valued at
the official closing price on the principal exchange. 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
33 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
- --------------------------------------------------------------------------------
using dealer-supplied valuations or a portfolio pricing service authorized by
the Board of Trustees. Securities (including restricted securities) for which
market quotations are not readily available are valued at their fair value.
Foreign and domestic securities whose values have been materially affected by
what the Manager identifies as a significant event occurring before the Fund's
assets are valued but after the close of their respective exchanges will be fair
valued. Fair value is determined in good faith using consistently applied
procedures under the supervision of the Board of Trustees. Short-term "money
market type" debt securities with remaining maturities of sixty days or less are
valued at amortized cost (which approximates market value).
- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in
U.S. dollars. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Trustees.
Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.
The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.
- --------------------------------------------------------------------------------
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
34 | OPPENHEIMER GROWTH FUND
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 1,2,3,4 TAX PURPOSES
--------------------------------------------------------------------------
$ -- $ -- $ 629,612,798 $ 171,071,289
1. As of August 31, 2005, the Fund had $628,038,768 of net capital loss
carryforwards available to offset future realized capital gains, if any, and
thereby reduce future taxable gain distributions. As of August 31, 2005, details
of the capital loss carryforwards were as follows:
EXPIRING
--------------------------
2010 $ 305,975,696
2011 322,063,072
-------------
Total $ 628,038,768
=============
2. The Fund had $1,574,030 of straddle losses which were deferred.
3. During the fiscal year ended August 31, 2005, the Fund utilized $37,586,833
of capital loss carryforward to offset capital gains realized in that fiscal
year. a
a. Includes $213,059 of capital loss carryforwards acquired in the November
6, 2003 merger of Oppenheimer Select Managers Mercury Advisors Focus
Growth Fund.
Includes $719,068 of capital loss carryforwards acquired in the October
16, 2003 merger of Oppenheimer Select Managers Jennison Growth Fund.
Includes $1,579,207 of capital loss carryforwards acquired in the
September 18, 2003 merger of Oppenheimer Trinity Large Cap Growth Fund.
Includes $339,688 of capital loss carryforwards acquired in the October
12, 2001 merger of Oppenheimer Trinity Growth Fund.
4. During the fiscal year ended August 31, 2004, the Fund utilized $104,426,196
of capital loss carryforward to offset capital gains realized in that fiscal
year. b
b. Includes $628,445 of capital loss carryforwards acquired in the October
16, 2003 merger of Oppenheimer Select Managers Jennison Growth Fund.
Includes $1,489,835 of capital loss carryforwards acquired in the
September 18, 2003 merger of Oppenheimer Trinity Large Cap Growth Fund.
Includes $339,688 of capital loss carryforwards acquired in the October
12, 2001 merger of Oppenheimer Trinity Growth Fund.
35 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
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 August 31, 2005. Net assets of the
Fund were unaffected by the reclassifications.
REDUCTION TO INCREASE TO
ACCUMULATED ACCUMULATED NET
INCREASE TO NET INVESTMENT REALIZED LOSS
PAID-IN CAPITAL LOSS ON INVESTMENTS
--------------------------------------------------
$ 2,492,601 $ 804,773 $ 3,297,374
No distributions were paid during the years ended August 31, 2005 and August 31,
2004.
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 August 31, 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 $1,185,742,804
==============
Gross unrealized appreciation $ 213,881,716
Gross unrealized depreciation (42,810,427)
--------------
Net unrealized appreciation $ 171,071,289
==============
- --------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for the
Fund's independent trustees. Benefits are based on years of service and fees
paid to each trustee during the years of service. During the year ended August
31, 2005, the Fund's projected benefit obligations were decreased by $22,930 and
payments of $27,619 were made to retired trustees, resulting in an accumulated
liability of $368,129 as of August 31, 2005.
The Board of Trustees has adopted a deferred compensation plan for
independent trustees that enables trustees to elect to defer receipt of all or a
portion of the annual compensation they are entitled to receive from the Fund.
For purposes of determining the amount owed to the Trustee under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Trustee. The
Fund purchases shares of the funds selected for deferral by the Trustee in
amounts equal to his or her deemed investment, resulting in a Fund asset equal
to the deferred compensation liability. Such assets are included as a component
of "Other" within the asset section of the Statement of Assets and Liabilities.
36 | OPPENHEIMER GROWTH FUND
Deferral of trustees' fees under the plan will not affect the net assets of the
Fund, and will not materially affect the Fund's assets, liabilities or net
investment income per share. Amounts will be deferred until distributed in
accordance to the Plan.
- --------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.
- --------------------------------------------------------------------------------
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon
ex-dividend notification in the case of certain foreign dividends where the
ex-dividend date may have passed. Non-cash dividends included in dividend
income, if any, are recorded at the fair market value of the securities
received. Interest income, which includes accretion of discount and amortization
of premium, is accrued as earned.
- --------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.
- --------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.
- --------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest of each class. Transactions in shares of beneficial interest
were as follows:
YEAR ENDED AUGUST 31, 2005 YEAR ENDED AUGUST 31, 2004
SHARES AMOUNT SHARES AMOUNT
- ---------------------------------------------------------------------------------------
CLASS A
Sold 4,089,498 $ 108,776,676 7,640,372 $ 200,447,005
Acquisition-Note 5 -- -- 1,087,441 28,622,869
Redeemed (11,458,722) (306,901,248) (11,017,595) (287,168,710)
------------------------------------------------------------
Net decrease (7,369,224) $(198,124,572) (2,289,782) $ (58,098,836)
============================================================
37 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. SHARES OF BENEFICIAL INTEREST Continued
YEAR ENDED AUGUST 31, 2005 YEAR ENDED AUGUST 31, 2004
SHARES AMOUNT SHARES AMOUNT
- ---------------------------------------------------------------------------------------
CLASS B
Sold 1,297,985 $ 31,811,883 2,214,980 $ 53,994,622
Acquisition-Note 5 -- -- 690,353 16,977,089
Redeemed (3,148,523) (76,963,396) (4,973,427) (121,324,815)
------------------------------------------------------------
Net decrease (1,850,538) $ (45,151,513) (2,068,094) $ (50,353,104)
============================================================
- ---------------------------------------------------------------------------------------
CLASS C
Sold 597,903 $ 14,961,859 886,442 $ 21,970,173
Acquisition-Note 5 -- -- 399,809 9,988,803
Redeemed (1,074,017) (26,758,693) (1,249,401) (30,949,676)
------------------------------------------------------------
Net increase (decrease) (476,114) $ (11,796,834) 36,850 $ 1,009,300
============================================================
- ---------------------------------------------------------------------------------------
CLASS N
Sold 230,886 $ 6,155,768 280,601 $ 7,342,742
Acquisition-Note 5 -- -- 118,019 3,107,869
Redeemed (265,824) (7,026,996) (176,804) (4,637,108)
------------------------------------------------------------
Net increase (decrease) (34,938) $ (871,228) 221,816 $ 5,813,503
============================================================
- ---------------------------------------------------------------------------------------
CLASS Y
Sold 621,642 $ 16,805,961 906,908 $ 23,931,916
Acquisition-Note 5 -- -- 7,946 209,931
Redeemed (1,250,827) (33,721,572) (926,259) (24,388,579)
------------------------------------------------------------
Net decrease (629,185) $ (16,915,611) (11,405) $ (246,732)
============================================================
- --------------------------------------------------------------------------------
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 August 31, 2005, were as
follows:
PURCHASES SALES
---------------------------------------------------------
Investment securities $1,013,388,840 $1,288,240,735
- --------------------------------------------------------------------------------
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, 0.60% of the next $700 million, 0.58% of the next $1.0
billion, 0.56% of the next $2.0 billion, and 0.54% of the average annual net
assets in excess of $4.5 billion.
- --------------------------------------------------------------------------------
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 August 31, 2005, the Fund paid
$4,004,521 to OFS for services to the Fund.
38 | OPPENHEIMER GROWTH FUND
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% per year on
Class B and Class C shares and 0.25% per year 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 August 31, 2005
for Class B, Class C and Class N shares were $10,735,492, $2,506,088 and
$828,117, 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.
39 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
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
- --------------------------------------------------------------------------------------------------------
August 31, 2005 $ 423,486 $ 8,622 $ 571,010 $ 18,897 $ 9,932
- --------------------------------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. Effective January 1, 2005, the Manager
has voluntarily agreed to reduce its advisory fee rate for any quarter during
the calendar year ending December 31, 2005, by 0.05% of the Fund's average daily
net assets if the Fund's trailing one-year total return performance, measured at
the end of the prior calendar quarter, was in the fourth or fifth quintile of
the Fund's Lipper peer group. However, if the Fund's total return performance at
the end of a subsequent calendar quarter has improved to the third or higher
quintile of Fund's Lipper peer group, the advisory fee reduction will be
terminated for the remainder of the calendar year. During the year ended August
31, 2005, the Manager waived $459,536. The advisory fee reduction is a voluntary
undertaking and may be terminated by the Manager at any time.
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 August 31, 2005, OFS waived $171,195, $55,742, $18,627 and
$8,087 for Class B, Class C, Class N and Class Y shares, respectively. This
undertaking may be amended or withdrawn at any time.
- --------------------------------------------------------------------------------
5. ACQUISITIONS OF OPPENHEIMER TRINITY LARGE CAP GROWTH FUND, OPPENHEIMER SELECT
MANAGERS JENNISON GROWTH FUND AND OPPENHEIMER SELECT MANAGERS MERCURY ADVISORS
FOCUS GROWTH FUND
OPPENHEIMER TRINITY LARGE CAP GROWTH FUND. On September 18, 2003, the Fund
acquired all of the net assets of Oppenheimer Trinity Large Cap Growth Fund,
pursuant to an Agreement and Plan of Reorganization approved by the Oppenheimer
Trinity Large Cap Growth Fund shareholders on September 12, 2003. The Fund
issued (at an exchange ratio of 0.278140 for Class A, 0.286919 for Class B,
0.282206 for Class C, 0.275754 for Class N and 0.284252 for Class Y of the Fund
to one share of Oppenheimer Trinity Large Cap Growth Fund), 765,450; 581,877;
238,637; 23,681 and 7,906 shares of beneficial interest for Class A, Class B,
Class C, Class N and Class Y, respectively, valued at $20,154,303, $14,314,163,
$5,968,305, $623,763 and $208,876 in exchange for the net assets, resulting in
combined Class A net assets of $1,220,006,160, Class B net assets of
$287,085,907, Class C net assets of $85,655,039, Class N net assets of
$8,789,832 and Class Y net assets of $68,519,811 on September 18, 2003. The net
assets acquired included net unrealized appreciation of $886,399 and unused
capital loss carryforward of $15,721,086 potential utilization subject to tax
limitation. The exchange qualified as a tax-free reorganization for federal
income tax purposes.
40 | OPPENHEIMER GROWTH FUND
- --------------------------------------------------------------------------------
OPPENHEIMER SELECT MANAGERS JENNISON GROWTH FUND. On October 16, 2003, the Fund
acquired all of the net assets of Oppenheimer Select Managers Jennison Growth
Fund, pursuant to an Agreement and Plan of Reorganization approved by the
Oppenheimer Select Managers Jennison Growth Fund shareholders on October 10,
2003. The Fund issued (at an exchange ratio of 0.278982 for Class A, 0.292653
for Class B, 0.287686 for Class C, 0.276624 for Class N and 0.279527 for Class Y
of the Fund to one share of Oppenheimer Select Managers Jennison Growth Fund),
276,588; 92,068; 130,475; 89,456 and 28 shares of beneficial interest for Class
A, Class B, Class C, Class N and Class Y, respectively, valued at $7,288,099,
$2,264,865, $3,263,187, $2,357,167 and $739 in exchange for the net assets,
resulting in combined Class A net assets of $1,209,081,297, Class B net assets
of $279,669,909, Class C net assets of $86,527,169, Class N net assets of
$11,395,753 and Class Y net assets of $68,059,567 on October 16, 2003. The net
assets acquired included net unrealized appreciation of $2,184,227 and unused
capital loss carryforward of $3,197,163 potential utilization subject to tax
limitation. The exchange qualified as a tax-free reorganization for federal
income tax purposes.
- --------------------------------------------------------------------------------
OPPENHEIMER SELECT MANAGERS MERCURY ADVISORS FOCUS GROWTH FUND. On November 6,
2003, the Fund acquired all of the net assets of Oppenheimer Select Managers
Mercury Advisors Focus Growth Fund, pursuant to an Agreement and Plan of
Reorganization approved by the Oppenheimer Select Managers Mercury Advisors
Focus Growth Fund shareholders on October 31, 2003. The Fund issued (at an
exchange ratio of 0.120563 for Class A, 0.126778 for Class B, 0.124573 for Class
C, 0.120102 for Class N and 0.121154 for Class Y of the Fund to one share of
Oppenheimer Select Managers Mercury Advisors Focus Growth Fund), 45,403; 16,408;
30,697; 4,882 and 12 shares of beneficial interest for Class A, Class B, Class
C, Class N and Class Y, respectively, valued at $1,180,467, $398,061, $757,311,
$126,939 and $316 in exchange for the net assets, resulting in combined Class A
net assets of $1,187,485,864, Class B net assets of $269,157,589, Class C net
assets of $86,380,114, Class N net assets of $11,400,709 and Class Y net assets
of $67,635,520 on November 6, 2003. The net assets acquired included net
unrealized appreciation of $201,568 and unused capital loss carryforward of
$1,186,539 potential utilization subject to tax limitation. The exchange
qualified as a tax-free reorganization for federal income tax purposes.
- --------------------------------------------------------------------------------
6. LITIGATION
A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") including 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
41 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
6. LITIGATION Continued
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.
42 | OPPENHEIMER GROWTH FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER GROWTH FUND:
- --------------------------------------------------------------------------------
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Growth Fund, including the statement of investments, as of August
31, 2005, and the related statement of operations for the year then ended, the
statements of changes in net assets for each of the years in the two-year period
then ended, and the financial highlights for each of the years in the five-year
period then ended. 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.
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 August 31, 2005, by correspondence with
the custodian and brokers or by other appropriate auditing procedures where
replies from brokers were not received. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Growth Fund as of August 31, 2005, the results of its operations for
the year then ended, the changes in its net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the years
in the five-year period then ended, in conformity with U.S. generally accepted
accounting principles.
KPMG LLP
Denver, Colorado
October 17, 2005
43 | OPPENHEIMER GROWTH 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.
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.
44 | OPPENHEIMER GROWTH FUND
REPORT OF SHAREHOLDER MEETING Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
On August 17, 2005, a joint special meeting of shareholders was held at which
the eleven Trustees identified below were elected (Proposal No. 1) and changes
in, or the addition or elimination of, certain fundamental investment policies
were approved (Proposal No. 2) as described in the Fund's proxy statement for
that meeting. The following is a report of the votes cast:
- --------------------------------------------------------------------------------
PROPOSAL NO.1
NOMINEE FOR WITHHELD TOTAL
- --------------------------------------------------------------------------------
TRUSTEES
Matthew P. Fink 31,746,961.453 904,878.844 32,651,840.297
Robert G. Galli 31,721,819.467 930,020.830 32,651,840.297
Phillip A. Griffiths 31,731,810.369 920,029.928 32,651,840.297
Mary F. Miller 31,736,413.862 915,426.435 32,651,840.297
Joel W. Motley 31,757,575.994 894,264.303 32,651,840.297
John V. Murphy 31,751,830.967 900,009.330 32,651,840.297
Kenneth A. Randall 31,643,917.569 1,007,922.728 32,651,840.297
Russell S. Reynolds, Jr. 31,662,074.528 989,765.769 32,651,840.297
Joseph M. Wikler 31,771,062.474 880,777.823 32,651,840.297
Peter I.Wold 31,744,880.098 906,960.199 32,651,840.297
Clayton K. Yeutter 31,658,347.863 993,492.434 32,651,840.297
- --------------------------------------------------------------------------------
PROPOSAL NO. 2: TO APPROVE A MODIFICATION TO THE FUND'S FUNDAMENTAL INVESTMENT
OBJECTIVE
BROKER
FOR AGAINST ABSTAIN NON-VOTES TOTAL
- ----------------------------------------------------------------------------------------------------
2C: Diversification of Investments
26,658,690.341 1,237,064.485 1,121,578.471 3,634,507.000 32,651,840.297
2K: Real Estate and Commodities
26,150,972.206 1,639,820.823 1,226,540.268 3,634,507.000 32,651,840.297
2L: Senior Securities
26,281,991.958 1,361,571.316 1,373,770.023 3,634,507.000 32,651,840.297
2N: Investing in Unseasoned Issuers
24,249,533.597 3,328,503.343 1,439,296.357 3,634,507.000 32,651,840.297
45 | OPPENHEIMER GROWTH 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.
46 | OPPENHEIMER GROWTH FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT ADVISORY AGREEMENT Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Each year, the Board of Trustees (the "Board"), including a majority of the
independent Trustees, is required to determine whether to renew the Fund's
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 manager 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 considered that the relatively low
redemption rate for funds advised by the Manager provided an indication of
shareholder satisfaction with the overall level of services provided by the
Manager. The Board was aware that there are alternatives to retaining 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 David Poiesz and the Manager's Growth Equities investment team and
analysts. Mr. Poiesz has been primarily responsible for the day-to-day
management of the Fund's portfolio since June 2004. Mr. Poiesz is a Vice
President of the Fund and a Senior Vice President of the Manager. He has had
over 25 years of experience managing equity investments.
47 | OPPENHEIMER GROWTH FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AGREEMENT Unaudited / Continued
- --------------------------------------------------------------------------------
The Board also reviewed information, prepared by the Manager and by the
independent consultant, comparing the Fund's historical performance to relevant
market indices and to the performance of other large-cap growth funds (including
both funds advised by the Manager and funds advised by other investment
advisers). The Board also receives and reviews comparative performance
information regarding the Fund and other funds at each Board meeting. The Board
considered that the Fund's one-year, three-year, five-year and ten-year
performance were below 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 large-cap growth funds and other funds with comparable asset levels
and distribution features. The Board considered that the Fund's management fees
and total expenses were lower 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 considered that the Fund has not experienced recent
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 and the independent Trustees. Fund counsel is independent of the
Manager within the meaning and intent of the Securities and Exchange Commission
Rules.
48 | OPPENHEIMER GROWTH FUND
Based on its evaluation, the Board requested and the Manager agreed to
voluntarily reduce its advisory fee rate by 0.05% of the Fund's average daily
net assets for any quarter if the Fund's total return performance for the
previous 12 months, measured at the end of each calendar quarter, was in the
fourth or fifth quintile of the Fund's Lipper peer group. However, if the Fund's
12-month total return performance improved to the third or higher quintile of
the Fund's Lipper peer group, the advisory fee reduction will be terminated.
This advisory fee reduction was a voluntary undertaking and may be terminated by
the Manager at any time.
On the basis of its review and evaluation of the information it received
and the voluntary fee reduction 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, and
the voluntary fee reduction agreed upon by the Board and the Manager, 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.
49 | OPPENHEIMER GROWTH FUND
TRUSTEES AND OFFICERS Unaudited
- --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS; OTHER
THE FUND, LENGTH OF TRUSTEESHIPS/DIRECTORSHIPS HELD; NUMBER OF PORTFOLIOS IN THE FUND COMPLEX
SERVICE, AGE CURRENTLY OVERSEEN
INDEPENDENT TRUSTEES THE ADDRESS OF EACH TRUSTEE IN THE CHART BELOW IS TWO WORLD FINANCIAL
CENTER, NEW YORK, NY 10281-1008. EACH TRUSTEE SERVES FOR AN INDEFINITE
TERM, OR UNTIL HIS OR HER RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
CLAYTON K. YEUTTER, Director of American Commercial Lines (barge company) (since January 2005);
Chairman of the Board of Attorney at Hogan & Hartson (law firm) (since June 1993); Director of
Trustees (since 2003); Danielson Holding Corp. (waste-to-energy company) (since 2002); Director of
Trustee (since 1993) Weyerhaeuser Corp. (1999-April 2004); Director of Caterpillar, Inc.
Age: 74 (1993-December 2002); Director of ConAgra Foods (1993-2001); Director of
Texas Instruments (1993-2001); Director of FMC Corporation (1993-2001).
Oversees 38 portfolios in the OppenheimerFunds complex.
MATTHEW P. FINK, Trustee of the Committee for Economic Development (policy research
Trustee (since 2005) foundation) (since 2005); Director of ICI Education Foundation (education
Age: 64 foundation) (since October 1991); President of the Investment Company
Institute (trade association) (1991-2004); Director of ICI Mutual Insurance
Company (insurance company) (1991-2004). Oversees 38 portfolios in the
OppenheimerFunds complex.
ROBERT G. GALLI, A trustee or director of other Oppenheimer funds. Oversees 48 portfolios in
Trustee (since 1993) the OppenheimerFunds complex.
Age: 72
PHILLIP A. GRIFFITHS, Director of GSI Lumonics Inc. (precision medical equipment supplier) (since
Trustee (since 1999) 2001); Trustee of Woodward Academy (since 1983); Senior Advisor of The
Age: 67 Andrew W. Mellon Foundation (since 2001); Member of the National Academy of
Sciences (since 1979); Member of the American Philosophical Society (since
1996); Council on Foreign Relations (since 2002); Director of the Institute
for Advanced Study (1991-2004); Director of Bankers Trust New York
Corporation (1994-1999). Oversees 38 portfolios in the OppenheimerFunds
complex.
MARY F. MILLER, Trustee of the American Symphony Orchestra (not-for-profit) (since October
Trustee (since 2004) 1998); and Senior Vice President and General Auditor of American Express
Age: 62 Company (financial services company) (July 1998-February 2003). Oversees 38
portfolios in the OppenheimerFunds complex.
JOEL W. MOTLEY, Director of Columbia Equity Financial Corp. (privately-held financial
Trustee (since 2002) adviser) (since 2002); Managing Director of Carmona Motley, Inc.
Age: 53 (privately-held financial adviser) (since January 2002); Managing Director
of Carmona Motley Hoffman Inc. (privately-held financial adviser) (January
1998-December 2001). Oversees 38 portfolios in the OppenheimerFunds complex.
KENNETH A. RANDALL, Director of Dominion Resources, Inc. (electric utility holding company)
Trustee (since 1985) (since February 1972); Former Director of Prime Retail, Inc. (real estate
Age: 78 investment trust), Dominion Energy Inc. (electric power and oil & gas
producer), Lumbermens Mutual Casualty Company, American Motorists Insurance
Company and American Manufacturers Mutual Insurance Company; Former
President and Chief Executive Officer of The Conference Board, Inc.
(international economic and business research). Oversees 38 portfolios in
the OppenheimerFunds complex.
50 | OPPENHEIMER GROWTH FUND
RUSSELL S. REYNOLDS, JR., Chairman of The Directorship Search Group, Inc. (corporate governance
Trustee (since 1989) consulting and executive recruiting) (since 1993); Life Trustee of
Age: 73 International House (non-profit educational organization); Former Trustee
of The Historical Society of the Town of Greenwich. Oversees 38 portfolios
in the OppenheimerFunds complex.
JOSEPH M. WIKLER, Director of the following medical device companies: Medintec (since 1992)
Trustee (since 2005) and Cathco (since 1996); Director of Lakes Environmental Association (since
Age: 64 1996); Member of the Investment Committee of the Associated Jewish
Charities of Baltimore (since 1994); Director of Fortis/Hartford mutual
funds (1994-December 2001). Oversees 39 portfolios in the OppenheimerFunds
complex.
PETER I. WOLD, President of Wold Oil Properties, Inc. (oil and gas exploration and
Trustee (since 2005) production company) (since 1994); Vice President, Secretary and Treasurer
Age: 57 of Wold Trona Company, Inc. (soda ash processing and production) (since
1996); Vice President of Wold Talc Company, Inc. (talc mining) (since
1999); Managing Member of 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 39 portfolios in the OppenheimerFunds
complex.
- ----------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IS TWO WORLD FINANCIAL CENTER, 225 LIBERTY
AND OFFICER STREET, 11TH FLOOR, NEW YORK, NY 10281-1008. MR. MURPHY SERVES AS A TRUSTEE
FOR AN INDEFINITE TERM AND AS AN OFFICER FOR AN ANNUAL TERM, OR UNTIL HIS
RESIGNATION, RETIREMENT, DEATH OR REMOVAL. MR. MURPHY IS AN INTERESTED
TRUSTEE DUE TO HIS POSITIONS WITH OPPENHEIMERFUNDS, INC. AND ITS AFFILIATES.
JOHN V. MURPHY, Chairman, Chief Executive Officer and Director (since June 2001) and
President and Principal President (since September 2000) of the Manager; President and Director or
Executive Officer (since Trustee of other Oppenheimer funds; President and Director of Oppenheimer
2001) and Trustee (since Acquisition Company ("OAC") (the Manager's parent holding company) and of
2001) Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the
Age: 56 Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc.
(subsidiary of the Manager) (since November 2001); Chairman and Director of
Shareholder Services, Inc. and of Shareholder Financial Services, Inc.
(transfer agent subsidiaries of the Manager) (since July 2001); President
and Director of OppenheimerFunds Legacy Program (charitable trust program
established by the Manager) (since July 2001); 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
2001) and Director (since July 2001) of Oppenheimer Real Asset Management,
Inc.; Executive Vice President of Massachusetts Mutual Life Insurance
Company (OAC's parent company) (since February 1997); Director of DLB
Acquisition Corporation (holding company parent of Babson Capital
Management LLC) (since June 1995); Member of the Investment Company
Institute's Board of Governors (since October 3, 2003); Chief Operating
Officer of the Manager (September 2000-June 2001); President and Trustee of
MML Series Investment Fund and MassMutual Select Funds (open-end investment
companies) (November 1999-November 2001); Director of C.M. Life Insurance
Company (September 1999-August 2000); President, Chief Executive Officer
and Director of MML Bay State Life Insurance Company (September 1999-August
2000); Director of Emerald Isle Bancorp and Hibernia Savings Bank
(wholly-owned subsidiary of Emerald Isle Bancorp) (June 1989-June
51 | OPPENHEIMER GROWTH FUND
TRUSTEES AND OFFICERS Unaudited / Continued
- --------------------------------------------------------------------------------
JOHN V. MURPHY, 1998). Oversees 77 portfolios as a Trustee or Director and 10 additional
Continued portfolios as an officer in the OppenheimerFunds complex.
- ----------------------------------------------------------------------------------------------------------
OTHER OFFICERS OF THE ADDRESSES OF THE OFFICERS IN THE CHART BELOW ARE AS FOLLOWS: FOR MR.
THE FUND POIESZ AND MR. ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, 11TH
FLOOR, NEW YORK, NY 10281-1008, AND 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 RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
DAVID POIESZ, Senior Vice President of the Manager since June 2004; a senior portfolio
Vice President (since 2004) manager at Merrill Lynch. (October 2002-May 2004); founding partner of
Age: 47 RiverRock, (a hedge fund product) (April 1999-July 2001); portfolio manager
at Jennison Associates (November 1992-March 1999). An officer of 2
portfolios in the OppenheimerFunds complex.
MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer of the Manager (since
Vice President and Chief March 2004); Vice President of OppenheimerFunds Distributor, Inc.,
Compliance Officer (since Centennial Asset Management Corporation and Shareholder Services, Inc.
2004) (since June 1983); Vice President and Director of Internal Audit of the
Age: 55 Manager (1997-February 2004). An officer of 87 portfolios in the
OppenheimerFunds complex.
BRIAN W. WIXTED, Senior Vice President and Treasurer of the Manager (since March 1999);
Treasurer and Principal Treasurer of the following: HarbourView Asset Management Corporation,
Financial and Accounting Shareholder Financial Services, Inc., Shareholder Services, Inc.,
Officer (since 1999) Oppenheimer Real Asset Management Corporation, and Oppenheimer Partnership
Age: 46 Holdings, Inc. (since March 1999), OFI Private Investments, Inc. (since
March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc
(since May 2000), OFI Institutional Asset Management, Inc. (since November
2000), and OppenheimerFunds Legacy Program (since June 2003); Treasurer and
Chief Financial Officer of OFI Trust Company (trust company subsidiary of
the Manager) (since May 2000); Assistant Treasurer of the following: OAC
(since March 1999), Centennial Asset Management Corporation (March
1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June
2003); Principal and Chief Operating Officer of Bankers Trust
Company-Mutual Fund Services Division (March 1995-March 1999). An officer
of 87 portfolios in the OppenheimerFunds complex.
ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since
Secretary (since 2001) March 2002) of the Manager; General Counsel and Director of the Distributor
Age: 57 (since December 2001); General Counsel of Centennial Asset Management
Corporation (since December 2001); Senior Vice President and General
Counsel of HarbourView Asset Management Corporation (since December 2001);
Secretary and General Counsel of OAC (since November 2001); Assistant
Secretary (since September 1997) and Director (since November 2001) of
OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice
President and Director of Oppenheimer Partnership Holdings, Inc. (since
December 2002); Director of Oppenheimer Real Asset Management, Inc. (since
November 2001); Senior Vice President, General Counsel and Director of
Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since
December 2001); Senior Vice President, General Counsel and Director of OFI
Private Investments, Inc. and OFI Trust Company (since November 2001); Vice
President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice
President and General Counsel of OFI Institutional Asset Management, Inc.
(since November 2001); Director of OppenheimerFunds (Asia) Limited (since
December 2003); Senior Vice President (May 1985-December 2003), Acting
52 | OPPENHEIMER GROWTH FUND
ROBERT G. ZACK, General Counsel (November 2001-February 2002) and Associate General Counsel
Continued (May 1981-October 2001) of the Manager; Assistant Secretary of the
following: Shareholder Services, Inc. (May 1985-November 2001), Shareholder
Financial Services, Inc. (November 1989-November 2001), and
OppenheimerFunds International Ltd. (September 1997-November 2001). An
officer of 87 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION
ABOUT THE FUND'S TRUSTEES AND OFFICERS AND IS AVAILABLE WITHOUT CHARGE UPON
REQUEST, BY CALLING 1.800.525.7048.
53 | OPPENHEIMER GROWTH 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 the registrant does
not have an audit committee financial expert serving on its Audit Committee. In
this regard, no member of the Audit Committee was identified as having all of
the technical attributes identified in Instruction 2(b) to Item 3 of Form N-CSR
to qualify as an "audit committee financial expert," whether through the type of
specialized education or experience described in that Instruction. The Board
has concluded that while the members of the Audit Committee collectively have
the necessary attributes and experience required to serve effectively as an
Audit Committee, no single member possesses all of the required technical
attributes through the particular methods of education or experience set forth
in the Instructions to be designated as an audit committee financial expert.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The principal accountant for the audit of the registrant's annual financial
statements billed $45,000 in fiscal 2005 and $45,000 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 $132,059 in fiscal 2005 and $39,500 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 services: 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 $5,000 in fiscal 2005 and $6,000 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 services: Preparation of Form 5500 and tax consultations on pass through of
foreign withholding taxes and mortgage dollar roll transactions.
(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 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.
(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 $137,059 in fiscal 2005 and $45,500 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 accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS.
Not applicable.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable.
ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
THE FUND'S GOVERNANCE COMMITTEE PROVISIONS WITH RESPECT TO NOMINATIONS OF
DIRECTORS/TRUSTEES TO THE RESPECTIVE BOARDS
1. The Fund's Governance Committee (the "Committee") will evaluate potential
Board candidates to assess their qualifications. The Committee shall have
the authority, upon approval of the Board, to retain an executive search
firm to assist in this effort. The Committee may consider recommendations
by business and personal contacts of current Board members and by
executive search firms which the Committee may engage from time to time
and may also consider shareholder recommendations. The Committee may
consider the advice and recommendation of the Funds' investment manager
and its affiliates in making the selection.
2. The Committee shall screen candidates for Board membership. The Committee
has not established specific qualifications that it believes must be met
by a trustee nominee. In evaluating trustee nominees, the Committee
considers, among other things, an individual's background, skills, and
experience; whether the individual is an "interested person" as defined in
the Investment Company Act of 1940; and whether the individual would be
deemed an "audit committee financial expert" within the meaning of
applicable SEC rules. The Committee also considers whether the
individual's background, skills, and experience will complement the
background, skills, and experience of other nominees and will contribute
to the Board. There are no differences in the manner in which the
Committee evaluates nominees for trustees based on whether the nominee is
recommended by a shareholder.
3. The Committee may consider nominations from shareholders for the Board at
such times as the Committee meets to consider new nominees for the Board.
The Committee shall have the sole discretion to determine the candidates
to present to the Board and, in such cases where required, to
shareholders. Recommendations for trustee nominees should, at a minimum,
be accompanied by the following:
o the name, address, and business, educational, and/or other pertinent
background of the person being recommended;
o a statement concerning whether the person is an "interested person"
as defined in the Investment Company Act of 1940;
o any other information that the Funds would be required to include in
a proxy statement concerning the person if he or she was nominated;
and
o the name and address of the person submitting the recommendation
and, if that person is a shareholder, the period for which that
person held Fund shares.
The recommendation also can include any additional information which the
person submitting it believes would assist the Committee in evaluating the
recommendation.
4. Shareholders should note that a person who owns securities issued by
Massachusetts Mutual Life Insurance Company (the parent company of the
Funds' investment adviser) would be deemed an "interested person" under
the Investment Company Act of 1940. In addition, certain other
relationships with Massachusetts Mutual Life Insurance Company or its
subsidiaries, with registered broker-dealers, or with the Funds' outside
legal counsel may cause a person to be deemed an "interested person."
5. Before the Committee decides to nominate an individual as a trustee,
Committee members and other directors customarily interview the individual
in person. In addition, the individual customarily is asked to complete a
detailed questionnaire which is designed to elicit information which must
be disclosed under SEC and stock exchange rules and to determine whether
the individual is subject to any statutory disqualification from serving
as a trustee of a registered investment company.
ITEM 11. CONTROLS AND PROCEDURES.
Based on their evaluation of the registrant's disclosure controls and procedures
(as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR
270.30a-3(c)) as of August 31, 2005, the registrant's principal executive
officer and principal financial officer found the registrant's disclosure
controls and procedures to provide reasonable assurances that information
required to be disclosed by the registrant in the reports that it files under
the Securities Exchange Act of 1934 (a) is accumulated and communicated to
registrant's management, including its principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosure, and
(b) is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms adopted by the U.S. Securities and
Exchange Commission.
There have been no changes in the registrant's internal controls over financial
reporting that occurred during the registrant's second fiscal quarter of the
period covered by this report that have materially affected, or are reasonably
likely to materially affect, the registrant's internal control over financial
reporting.
ITEM 12. EXHIBITS.
(a) (1) Exhibit attached hereto.
(2) Exhibits attached hereto.
(3) Not applicable.
(b) Exhibit attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Oppenheimer Growth Fund
By: /s/ John V. Murphy
------------------
John V. Murphy
Principal Executive Officer
Date: October 17, 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: October 17, 2005
By: /s/ Brian W. Wixted
-------------------
Brian W. Wixted
Principal Financial Officer
Date: October 17, 2005