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
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Oppenheimer Growth Fund
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(Exact name of registrant as specified in charter)
6803 South Tucson Way, Centennial, Colorado 80112-3924
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(Address of principal executive offices) (Zip code)
Robert G. Zack, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
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(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 768-3200
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Date of fiscal year end: August 31
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Date of reporting period: 08/31/2007
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ITEM 1. REPORTS TO STOCKHOLDERS.
TOP HOLDINGS AND ALLOCATIONS
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TOP TEN COMMON STOCK INDUSTRIES
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Communications Equipment 10.4%
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Capital Markets 6.4
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Aerospace & Defense 6.0
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Software 5.4
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Internet Software & Services 5.3
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Computers & Peripherals 4.7
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Pharmaceuticals 4.1
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Energy Equipment & Services 4.0
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Wireless Telecommunication Services 4.0
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Chemicals 3.7
Portfolio holdings and allocations are subject to change. Percentages are as of
August 31, 2007, and are based on net assets.
TOP TEN COMMON STOCK HOLDINGS
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Cisco Systems, Inc. 3.6%
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Google, Inc., Cl. A 3.5
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Schlumberger Ltd. 2.5
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Apple, Inc. 2.3
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Monsanto Co. 2.2
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Research in Motion Ltd. 2.1
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Boeing Co. 2.0
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Las Vegas Sands Corp. 1.9
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eBay, Inc. 1.8
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Costco Wholesale Corp. 1.8
Portfolio holdings and allocations are subject to change. Percentages are as of
August 31, 2007, and are based on net assets. For up-to-date Top 10 Fund
holdings, please visit www.oppenheimerfunds.com.
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10 | OPPENHEIMER GROWTH FUND
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SECTOR ALLOCATION
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.]
Information Technology 31.6%
Communications Equipment 10.5
Software 5.4
Internet Software & Services 5.4
Computers & Peripherals 4.7
Semiconductors & Semiconductor Equipment 2.8
IT Services 2.8
Health Care 13.3
Financials 11.5
Consumer Discretionary 11.3
Industrials 9.5
Energy 7.4
Consumer Staples 7.1
Materials 4.3
Telecommunication Services 4.0
Portfolio holdings and allocations are subject to change. Percentages are as of
August 31, 2007, and are based on the total market value of common stocks.
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11 | 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, 2007, FOLLOWED BY
A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED
MARKET INDEX.
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. We are pleased that the Fund's
Class A shares returned 20.51% (without sales charge) for the reporting period,
outperforming the 15.13% return of the S&P 500 Index ("the Index"). The Fund
also produced a greater return than that of the Russell 1000 Growth Index, which
returned 17.70% for the same period. Strong performance enabled the Fund to rank
higher than the average of all funds in its peer group in the Lipper Large Cap
Growth Funds category.
The Fund's most positive contributions to performance stemmed from its
holdings in the information technology, financials and consumer discretionary
areas. The Fund's heavy emphasis in information technology stocks also aided
performance, an area where we held almost double the weight of that of the
Index. A number of the Fund's stock choices fared especially well, including
Research in Motion Ltd. (RIM), whose primary product line includes the popular
Blackberry(R) used by thousands of organizations around the world as well as
countless individual users. We believe that RIM offers a differentiated product
over its competitors because of its extensive network operating system. In our
view, the company has the potential for strong growth over the coming three-to
five-year period.
Other positive contributors to performance within the information
technology area included Cisco Systems, Inc., a longtime holding for the Fund
that remains one of our larger holdings. For some time now, we have believed
that Cisco Systems held a leading edge over its competitors by being the only
company to offer a complete suite of products aimed at the IP (Internet
Protocol) market. The company continued to dominate the market for equipment
used to link networks and power the Internet, and our overweight position there
helped boost the Fund's overall performance.
Apple, Inc. also performed well as the company continues to gain market
share from Microsoft Corp. with its Mac product line. The firm also continues to
post robust sales from its iPod portable music and video players and iTunes
online store, and is poised to benefit from strong sales of its latest product,
the iPhone. The Fund's investment in EMC Corp., a developer and provider of
information infrastructure technology and solutions, gained value from its
virtual infrastructure software division as did its holdings in aQuantive, Inc.,
whose stock price rose sharply after it was acquired by Microsoft during the
reporting period.
Within the financials area, the Fund benefited most by avoiding
investments in many of the commercial banks and diversified financial services
companies, such as Wachovia Corp., Bank of America Corp. and Citigroup, Inc.
Instead, we benefited by our position in
12 | OPPENHEIMER GROWTH FUND
CME Group, Inc. (also known as the Chicago Mercantile Exchange), the largest
financial derivatives exchange in the United States and the most diversified in
the world. During the reporting period, CME Group continued to gain value from
the enormous growth in the sophisticated strategies used to hedge risk in a
volatile market environment.
A number of stocks within the consumer discretionary sector aided
performance, most notably two apparel companies, Polo Ralph Lauren Corp. and
Nike, Inc. Polo Ralph Lauren Corp. gained value due to its efforts to buy back
many of their licenses, which has enabled them to better control their brand
name and re-position it within the luxury retail market. Nike, the footwear
apparel giant, fared well in a competitive environment, capturing more than 20
percent of the U.S. athletic shoe market.
Other positive contributors here included Harman International Industries,
Inc., a manufacturer of high-quality, high-fidelity audio and electronics
products for automotive, consumer and professional use. The company's stock
price rose on speculation of a takeover bid. Significant gains for the Fund were
also realized by its holdings in Las Vegas Sands, which recently opened Asia's
first fully integrated resort, The Venetian Macao Resort Hotel. We exited our
positions in Nike and Harman International and took profits.
In a generally positive investment environment for equities, only two
areas modestly hindered the Fund's performance: telecommunications services and
health care. In both cases, declines were limited to a few individual stocks,
each for company-specific reasons. For example, within the telecom services
area, the Fund was most hurt by its lack of participation in AT&T, Inc. during a
time in which it completed its acquisition of BellSouth Corp. Neither of these
stocks was held in the Fund. The completed acquisition also encompasses
ownership and management of Cingular Wireless and YELLOWPAGES.COM. The Fund's
underperformance in health care primarily stemmed from one holding whose
position we exited, Varian Medical Systems, Inc., a manufacturer of medical
devices and software used in X-ray machines for the treatment of cancer and
other medical conditions.
In closing, we'd like to take this opportunity to remind shareholders that
regardless of what is happening in the stock market, we continue to adhere to
our time-proven strategy of selecting stocks based on their individual merits
across a wide variety of industry groups that will enable us to create a
well-diversified growth portfolio. We strive to own companies that we believe
have the potential to meaningfully grow earnings faster than the broader market
over a three- to five-year time horizon. In particular, we look for businesses
with sustainable earnings, strong earnings growth and sound capital management.
We also pay close attention to company valuations to avoid paying too much for
growth opportunities.
13 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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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, 2007. In the case of Class A, Class B, Class C and
Class Y shares, performance is measured over a ten-fiscal-year period. 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.
14 | OPPENHEIMER GROWTH FUND
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
08/31/1997 $ 9,425 $ 10,000
11/30/1997 $ 9,301 $ 10,667
02/28/1998 $ 9,891 $ 11,761
05/31/1998 $ 10,012 $ 12,275
08/31/1998 $ 8,330 $ 10,812
11/30/1998 $ 9,809 $ 13,193
02/28/1999 $ 10,361 $ 14,085
05/31/1999 $ 10,779 $ 14,856
08/31/1999 $ 11,611 $ 15,116
11/30/1999 $ 13,193 $ 15,950
02/29/2000 $ 17,649 $ 15,736
05/31/2000 $ 15,173 $ 16,412
08/31/2000 $ 19,402 $ 17,581
11/30/2000 $ 13,327 $ 15,276
02/28/2001 $ 11,697 $ 14,447
05/31/2001 $ 10,918 $ 14,681
08/31/2001 $ 9,725 $ 13,295
11/30/2001 $ 9,942 $ 13,410
02/28/2002 $ 9,480 $ 13,073
05/31/2002 $ 9,179 $ 12,649
08/31/2002 $ 8,095 $ 10,904
11/30/2002 $ 7,820 $ 11,197
02/28/2003 $ 7,211 $ 10,109
05/31/2003 $ 8,145 $ 11,629
08/31/2003 $ 8,557 $ 12,219
11/30/2003 $ 8,573 $ 12,885
02/29/2004 $ 9,018 $ 14,001
05/31/2004 $ 9,022 $ 13,760
08/31/2004 $ 8,306 $ 13,617
11/30/2004 $ 8,948 $ 14,540
02/28/2005 $ 8,831 $ 14,977
05/31/2005 $ 9,179 $ 14,892
08/31/2005 $ 9,540 $ 15,327
11/30/2005 $ 10,082 $ 15,767
02/28/2006 $ 10,461 $ 16,234
05/31/2006 $ 9,771 $ 16,178
08/31/2006 $ 9,661 $ 16,687
11/30/2006 $ 10,578 $ 18,009
02/28/2007 $ 10,702 $ 18,176
05/31/2007 $ 11,675 $ 19,862
08/31/2007 $ 11,642 $ 19,211
AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT
8/31/07
1-Year 13.58% 5-Year 6.27% 10-Year 1.53%
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 USE
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 20 FOR FURTHER
INFORMATION.
15 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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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
08/31/1997 $ 10,000 $ 10,000
11/30/1997 $ 9,850 $ 10,667
02/28/1998 $ 10,454 $ 11,761
05/31/1998 $ 10,560 $ 12,275
08/31/1998 $ 8,768 $ 10,812
11/30/1998 $ 10,305 $ 13,193
02/28/1999 $ 10,863 $ 14,085
05/31/1999 $ 11,277 $ 14,856
08/31/1999 $ 12,124 $ 15,116
11/30/1999 $ 13,748 $ 15,950
02/29/2000 $ 18,355 $ 15,736
05/31/2000 $ 15,752 $ 16,412
08/31/2000 $ 20,103 $ 17,581
11/30/2000 $ 13,780 $ 15,276
02/28/2001 $ 12,073 $ 14,447
05/31/2001 $ 11,247 $ 14,681
08/31/2001 $ 10,000 $ 13,295
11/30/2001 $ 10,203 $ 13,410
02/28/2002 $ 9,710 $ 13,073
05/31/2002 $ 9,384 $ 12,649
08/31/2002 $ 8,261 $ 10,904
11/30/2002 $ 7,960 $ 11,197
02/28/2003 $ 7,330 $ 10,109
05/31/2003 $ 8,257 $ 11,629
08/31/2003 $ 8,666 $ 12,219
11/30/2003 $ 8,683 $ 12,885
02/29/2004 $ 9,134 $ 14,001
05/31/2004 $ 9,137 $ 13,760
08/31/2004 $ 8,412 $ 13,617
11/30/2004 $ 9,063 $ 14,540
02/28/2005 $ 8,944 $ 14,977
05/31/2005 $ 9,297 $ 14,892
08/31/2005 $ 9,663 $ 15,327
11/30/2005 $ 10,212 $ 15,767
02/28/2006 $ 10,595 $ 16,234
05/31/2006 $ 9,897 $ 16,178
08/31/2006 $ 9,785 $ 16,687
11/30/2006 $ 10,713 $ 18,009
02/28/2007 $ 10,839 $ 18,176
05/31/2007 $ 11,825 $ 19,862
08/31/2007 $ 11,791 $ 19,211
AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT
8/31/07
1-Year 14.57% 5-Year 6.31% 10-Year 1.66%
16 | OPPENHEIMER GROWTH FUND
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
08/31/1997 $ 10,000 $ 10,000
11/30/1997 $ 9,850 $ 10,667
02/28/1998 $ 10,453 $ 11,761
05/31/1998 $ 10,561 $ 12,275
08/31/1998 $ 8,767 $ 10,812
11/30/1998 $ 10,303 $ 13,193
02/28/1999 $ 10,861 $ 14,085
05/31/1999 $ 11,278 $ 14,856
08/31/1999 $ 12,122 $ 15,116
11/30/1999 $ 13,748 $ 15,950
02/29/2000 $ 18,358 $ 15,736
05/31/2000 $ 15,752 $ 16,412
08/31/2000 $ 20,107 $ 17,581
11/30/2000 $ 13,784 $ 15,276
02/28/2001 $ 12,075 $ 14,447
05/31/2001 $ 11,248 $ 14,681
08/31/2001 $ 10,001 $ 13,295
11/30/2001 $ 10,204 $ 13,410
02/28/2002 $ 9,712 $ 13,073
05/31/2002 $ 9,384 $ 12,649
08/31/2002 $ 8,262 $ 10,904
11/30/2002 $ 7,962 $ 11,197
02/28/2003 $ 7,328 $ 10,109
05/31/2003 $ 8,258 $ 11,629
08/31/2003 $ 8,661 $ 12,219
11/30/2003 $ 8,661 $ 12,885
02/29/2004 $ 9,088 $ 14,001
05/31/2004 $ 9,071 $ 13,760
08/31/2004 $ 8,333 $ 13,617
11/30/2004 $ 8,960 $ 14,540
02/28/2005 $ 8,825 $ 14,977
05/31/2005 $ 9,149 $ 14,892
08/31/2005 $ 9,491 $ 15,327
11/30/2005 $ 10,008 $ 15,767
02/28/2006 $ 10,361 $ 16,234
05/31/2006 $ 9,655 $ 16,178
08/31/2006 $ 9,527 $ 16,687
11/30/2006 $ 10,407 $ 18,009
02/28/2007 $ 10,507 $ 18,176
05/31/2007 $ 11,437 $ 19,862
08/31/2007 $ 11,381 $ 19,211
AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT
8/31/07
1-Year 18.45% 5-Year 6.61% 10-Year 1.30%
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 USE
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 20 FOR FURTHER
INFORMATION.
17 | OPPENHEIMER GROWTH FUND
FUND PERFORMANCE DISCUSSION
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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 $ 6,832 $ 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
11/30/2005 $ 8,518 $ 10,914
02/28/2006 $ 8,829 $ 11,237
05/31/2006 $ 8,239 $ 11,198
08/31/2006 $ 8,139 $ 11,550
11/30/2006 $ 8,903 $ 12,466
02/28/2007 $ 9,000 $ 12,582
05/31/2007 $ 9,808 $ 13,749
08/31/2007 $ 9,774 $ 13,298
AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT
8/31/07
1-Year 19.09% 5-Year 7.42% Since Inception (3/1/01) -0.35%
18 | OPPENHEIMER GROWTH FUND
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
08/31/1997 $ 10,000 $ 10,000
11/30/1997 $ 9,876 $ 10,667
02/28/1998 $ 10,509 $ 11,761
05/31/1998 $ 10,647 $ 12,275
08/31/1998 $ 8,862 $ 10,812
11/30/1998 $ 10,442 $ 13,193
02/28/1999 $ 11,036 $ 14,085
05/31/1999 $ 11,484 $ 14,856
08/31/1999 $ 12,384 $ 15,116
11/30/1999 $ 14,079 $ 15,950
02/29/2000 $ 18,844 $ 15,736
05/31/2000 $ 16,213 $ 16,412
08/31/2000 $ 20,751 $ 17,581
11/30/2000 $ 14,256 $ 15,276
02/28/2001 $ 12,520 $ 14,447
05/31/2001 $ 11,698 $ 14,681
08/31/2001 $ 10,423 $ 13,295
11/30/2001 $ 10,669 $ 13,410
02/28/2002 $ 10,179 $ 13,073
05/31/2002 $ 9,863 $ 12,649
08/31/2002 $ 8,703 $ 10,904
11/30/2002 $ 8,405 $ 11,197
02/28/2003 $ 7,759 $ 10,109
05/31/2003 $ 8,764 $ 11,629
08/31/2003 $ 9,213 $ 12,219
11/30/2003 $ 9,235 $ 12,885
02/29/2004 $ 9,719 $ 14,001
05/31/2004 $ 9,727 $ 13,760
08/31/2004 $ 8,958 $ 13,617
11/30/2004 $ 9,658 $ 14,540
02/28/2005 $ 9,536 $ 14,977
05/31/2005 $ 9,917 $ 14,892
08/31/2005 $ 10,312 $ 15,327
11/30/2005 $ 10,901 $ 15,767
02/28/2006 $ 11,314 $ 16,234
05/31/2006 $ 10,578 $ 16,178
08/31/2006 $ 10,463 $ 16,687
11/30/2006 $ 11,461 $ 18,009
02/28/2007 $ 11,604 $ 18,176
05/31/2007 $ 12,667 $ 19,862
08/31/2007 $ 12,631 $ 19,211
AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES OF THE FUND AT 8/31/07
1-Year 20.73% 5-Year 7.73% 10-Year 2.36%
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 USE
CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 20 FOR FURTHER
INFORMATION.
19 | 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.
20 | OPPENHEIMER GROWTH FUND
NOTES
- --------------------------------------------------------------------------------
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.
21 | OPPENHEIMER GROWTH FUND
FUND EXPENSES
- --------------------------------------------------------------------------------
FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1)
transaction costs, which may include sales charges (loads) on purchase payments,
contingent deferred sales charges on redemptions; and redemption fees, if any;
and (2) ongoing costs, including management fees; distribution and service fees;
and other Fund expenses. These examples are intended to help you understand your
ongoing costs (in dollars) of investing in the Fund and to compare these costs
with the ongoing costs of investing in other mutual funds.
The examples are based on an investment of $1,000.00 invested at the beginning
of the period and held for the entire 6-month period ended August 31, 2007.
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
22 | OPPENHEIMER GROWTH FUND
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
(3/1/07) (8/31/07) AUGUST 31, 2007
- ------------------------------------------------------------------------------
Class A Actual $ 1,000.00 $ 1,087.90 $ 6.02
- ------------------------------------------------------------------------------
Class A Hypothetical 1,000.00 1,019.46 5.82
- ------------------------------------------------------------------------------
Class B Actual 1,000.00 1,083.90 10.08
- ------------------------------------------------------------------------------
Class B Hypothetical 1,000.00 1,015.58 9.75
- ------------------------------------------------------------------------------
Class C Actual 1,000.00 1,083.10 10.55
- ------------------------------------------------------------------------------
Class C Hypothetical 1,000.00 1,015.12 10.21
- ------------------------------------------------------------------------------
Class N Actual 1,000.00 1,086.10 7.86
- ------------------------------------------------------------------------------
Class N Hypothetical 1,000.00 1,017.69 7.61
- ------------------------------------------------------------------------------
Class Y Actual 1,000.00 1,088.50 5.28
- ------------------------------------------------------------------------------
Class Y Hypothetical 1,000.00 1,020.16 5.10
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,
excluding indirect expenses from affiliated fund, based on the 6-month period
ended August 31, 2007 are as follows:
CLASS EXPENSE RATIOS
- ---------------------------
Class A 1.14%
- ---------------------------
Class B 1.91
- ---------------------------
Class C 2.00
- ---------------------------
Class N 1.49
- ---------------------------
Class Y 1.00
The expense ratios reflect voluntary waivers or reimbursements 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 and reduction to custodian expenses, if applicable.
- --------------------------------------------------------------------------------
23 | OPPENHEIMER GROWTH FUND
STATEMENT OF INVESTMENTS August 31, 2007
- --------------------------------------------------------------------------------
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMON STOCKS--99.1%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--11.2%
- --------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.9%
Las Vegas Sands Corp. 1 246,000 $ 24,526,200
- --------------------------------------------------------------------------------
MEDIA--3.0%
Comcast Corp.,
Cl. A Special,
Non-Vtg. 1 707,500 18,295,950
- --------------------------------------------------------------------------------
Liberty Global,
Inc., Series A 1 251,400 10,302,372
- --------------------------------------------------------------------------------
XM Satellite Radio
Holdings, Inc., Cl. A 1 780,600 9,734,082
----------------
38,332,404
- --------------------------------------------------------------------------------
MULTILINE RETAIL--2.8%
J.C. Penney Co., Inc.
(Holding Co.) 272,800 18,757,728
- --------------------------------------------------------------------------------
Target Corp. 269,500 17,768,135
----------------
36,525,863
- --------------------------------------------------------------------------------
SPECIALTY RETAIL--2.4%
Abercrombie &
Fitch Co., Cl. A 68,800 5,414,560
- --------------------------------------------------------------------------------
Staples, Inc. 737,895 17,525,006
- --------------------------------------------------------------------------------
Tiffany & Co. 144,900 7,437,717
----------------
30,377,283
- --------------------------------------------------------------------------------
TEXTILES, APPAREL & LUXURY GOODS--1.1%
Polo Ralph Lauren
Corp., Cl. A 182,800 13,808,712
- --------------------------------------------------------------------------------
CONSUMER STAPLES--7.0%
- --------------------------------------------------------------------------------
BEVERAGES--0.5%
Fomento Economico
Mexicano SA de CV,
UBD 1,794,800 6,230,476
- --------------------------------------------------------------------------------
FOOD & STAPLES RETAILING--2.5%
Costco Wholesale
Corp. 377,750 23,326,063
- --------------------------------------------------------------------------------
Sysco Corp. 262,200 8,752,236
----------------
32,078,299
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
FOOD PRODUCTS--2.9%
Cadbury
Schweppes plc 1,508,610 $ 17,935,018
- --------------------------------------------------------------------------------
Nestle SA 45,033 19,670,536
----------------
37,605,554
- --------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS--1.1%
Reckitt
Benckiser plc 271,580 14,779,007
- --------------------------------------------------------------------------------
ENERGY--7.3%
- --------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--4.0%
Schlumberger Ltd. 328,100 31,661,650
- --------------------------------------------------------------------------------
Smith
International, Inc. 304,600 20,411,246
----------------
52,072,896
- --------------------------------------------------------------------------------
OIL, GAS & CONSUMABLE FUELS--3.3%
Occidental
Petroleum Corp. 293,300 16,627,177
- --------------------------------------------------------------------------------
Range Resources
Corp. 398,500 14,469,535
- --------------------------------------------------------------------------------
XTO Energy, Inc. 197,800 10,752,408
----------------
41,849,120
- --------------------------------------------------------------------------------
FINANCIALS--11.4%
- --------------------------------------------------------------------------------
CAPITAL MARKETS--6.4%
Fortress Investment
Group LLC, Cl. A 535,300 9,383,809
- --------------------------------------------------------------------------------
Franklin
Resources, Inc. 73,400 9,671,918
- --------------------------------------------------------------------------------
Goldman Sachs
Group, Inc. (The) 125,500 22,089,255
- --------------------------------------------------------------------------------
Legg Mason, Inc. 98,600 8,560,452
- --------------------------------------------------------------------------------
Northern Trust
Corp. 155,100 9,532,446
- --------------------------------------------------------------------------------
Schwab (Charles)
Corp. 241,300 4,777,740
- --------------------------------------------------------------------------------
UBS AG 351,171 18,300,747
----------------
82,316,367
24 | OPPENHEIMER GROWTH FUND
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--1.8%
CME Group, Inc. 39,100 $ 21,692,680
- --------------------------------------------------------------------------------
Moody's Corp. 27,300 1,251,705
----------------
22,944,385
- --------------------------------------------------------------------------------
INSURANCE--1.7%
AMBAC Financial
Group, Inc. 80,300 5,044,446
- --------------------------------------------------------------------------------
Prudential
Financial, Inc. 192,000 17,237,760
----------------
22,282,206
- --------------------------------------------------------------------------------
REAL ESTATE MANAGEMENT & DEVELOPMENT--0.9%
CB Richard Ellis
Group, Inc., Cl. A 1 386,000 11,394,720
- --------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--0.6%
Freddie Mac 129,800 7,996,978
- --------------------------------------------------------------------------------
HEALTH CARE--13.2%
- --------------------------------------------------------------------------------
BIOTECHNOLOGY--2.9%
Celgene Corp. 1 191,348 12,286,455
- --------------------------------------------------------------------------------
Genentech, Inc. 1 170,520 12,756,601
- --------------------------------------------------------------------------------
Gilead
Sciences, Inc. 1 326,970 11,891,899
----------------
36,934,955
- --------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--1.3%
Bard (C.R.), Inc. 67,400 5,620,486
- --------------------------------------------------------------------------------
St. Jude
Medical, Inc. 1 237,700 10,356,589
----------------
15,977,075
- --------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--3.0%
Medco Health
Solutions, Inc. 1 173,600 14,834,120
- --------------------------------------------------------------------------------
Schein (Henry), Inc. 1 130,000 7,564,700
- --------------------------------------------------------------------------------
WellPoint, Inc. 1 203,900 16,432,301
----------------
38,831,121
- --------------------------------------------------------------------------------
LIFE SCIENCES TOOLS & SERVICES--1.9%
Covance, Inc. 1 133,200 9,766,224
- --------------------------------------------------------------------------------
Thermo Fisher
Scientific, Inc. 1 277,600 15,054,248
----------------
24,820,472
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
PHARMACEUTICALS--4.1%
Abbott Laboratories 162,300 $ 8,424,993
- --------------------------------------------------------------------------------
Allergan, Inc. 130,900 7,855,309
- --------------------------------------------------------------------------------
Merck & Co., Inc. 143,800 7,214,446
- --------------------------------------------------------------------------------
Roche Holding AG 102,812 17,859,641
- --------------------------------------------------------------------------------
Shire Pharmaceuticals
Group plc 443,300 11,556,887
----------------
52,911,276
- --------------------------------------------------------------------------------
INDUSTRIALS--9.4%
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE--6.0%
Boeing Co. 262,200 25,354,740
- --------------------------------------------------------------------------------
Empresa Brasileira
de Aeronautica SA,
ADR 143,600 6,484,976
- --------------------------------------------------------------------------------
General Dynamics
Corp. 191,150 15,016,744
- --------------------------------------------------------------------------------
Precision Castparts
Corp. 54,100 7,049,771
- --------------------------------------------------------------------------------
United Technologies
Corp. 310,600 23,180,078
----------------
77,086,309
- --------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--1.0%
Corporate Executive
Board Co. (The) 161,500 10,986,845
- --------------------------------------------------------------------------------
Robert Half
International, Inc. 69,500 2,219,830
----------------
13,206,675
- --------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT--1.0%
ABB Ltd. 510,603 12,585,934
- --------------------------------------------------------------------------------
MACHINERY--0.5%
Joy Global, Inc. 141,300 6,131,007
- --------------------------------------------------------------------------------
TRADING COMPANIES & DISTRIBUTORS--0.9%
Fastenal Co. 257,400 11,740,014
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--31.4%
- --------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--10.4%
Cisco Systems, Inc. 1 1,438,313 45,910,951
- --------------------------------------------------------------------------------
Corning, Inc. 974,100 22,764,717
- --------------------------------------------------------------------------------
F5 Networks, Inc. 1 175,000 6,119,750
- --------------------------------------------------------------------------------
QUALCOMM, Inc. 409,200 16,322,988
25 | OPPENHEIMER GROWTH FUND
STATEMENT OF INVESTMENTS Continued
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT Continued
Research in Motion
Ltd. 1 321,300 $ 27,442,233
- --------------------------------------------------------------------------------
Telefonaktiebolaget
LM Ericsson,
Sponsored ADR 414,400 15,419,824
----------------
133,980,463
- --------------------------------------------------------------------------------
COMPUTERS & PERIPHERALS--4.7%
Apple, Inc. 1 215,500 29,842,440
- --------------------------------------------------------------------------------
EMC Corp. 1 970,900 19,087,894
- --------------------------------------------------------------------------------
Network
Appliance, Inc. 1 387,900 10,806,894
----------------
59,737,228
- --------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--5.3%
eBay, Inc. 1 691,400 23,576,740
- --------------------------------------------------------------------------------
Google, Inc., Cl. A 1 87,600 45,135,900
----------------
68,712,640
- --------------------------------------------------------------------------------
IT SERVICES--2.8%
Affiliated Computer
Services, Inc., Cl. A 1 323,000 16,159,690
- --------------------------------------------------------------------------------
Automatic Data
Processing, Inc. 182,900 8,365,846
- --------------------------------------------------------------------------------
Cognizant
Technology
Solutions Corp. 1 154,200 11,335,242
----------------
35,860,778
- --------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--2.8%
ASML Holding NV 1 364,400 10,811,748
- --------------------------------------------------------------------------------
Broadcom Corp.,
Cl. A 1 416,050 14,353,725
- --------------------------------------------------------------------------------
Microchip
Technology, Inc. 287,400 11,070,648
----------------
36,236,121
- --------------------------------------------------------------------------------
SOFTWARE--5.4%
Adobe Systems, Inc. 1 382,300 16,343,325
- --------------------------------------------------------------------------------
Amdocs Ltd. 1 383,300 13,530,490
- --------------------------------------------------------------------------------
Autodesk, Inc. 1 324,147 15,014,489
- --------------------------------------------------------------------------------
Microsoft Corp. 420,000 12,066,600
VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
SOFTWARE Continued
Red Hat, Inc. 1 348,782 $ 6,783,810
- --------------------------------------------------------------------------------
Salesforce.com, Inc. 1 134,500 5,437,835
----------------
69,176,549
- --------------------------------------------------------------------------------
MATERIALS--4.2%
- --------------------------------------------------------------------------------
CHEMICALS--3.7%
Monsanto Co. 401,292 27,986,104
- --------------------------------------------------------------------------------
Praxair, Inc. 256,000 19,368,960
----------------
47,355,064
- --------------------------------------------------------------------------------
METALS & MINING--0.5%
Allegheny
Technologies, Inc. 74,800 7,434,372
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--4.0%
- --------------------------------------------------------------------------------
WIRELESS TELECOMMUNICATION SERVICES--4.0%
America Movil
SAB de CV, ADR,
Series L 214,700 12,980,762
- --------------------------------------------------------------------------------
American Tower
Corp. 1 342,200 13,557,964
- --------------------------------------------------------------------------------
Crown Castle
International Corp. 1 313,000 11,505,880
- --------------------------------------------------------------------------------
NII Holdings, Inc. 1 166,850 13,211,181
----------------
51,255,787
----------------
Total Common Stocks
(Cost $1,153,841,687) 1,275,094,310
- --------------------------------------------------------------------------------
INVESTMENTS IN AFFILIATED COMPANIES--1.0%
- --------------------------------------------------------------------------------
Oppenheimer Institutional Money
Market Fund, Cl. E, 5.44% 2,3
(Cost $12,564,945) 12,564,945 12,564,945
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS,
AT VALUE
(COST $1,166,406,632) 100.1% 1,287,659,255
- --------------------------------------------------------------------------------
LIABILITIES IN EXCESS
OF OTHER ASSETS (0.1) (1,772,962)
-----------------------------
NET ASSETS 100.0% $ 1,285,886,293
=============================
26 | OPPENHEIMER GROWTH FUND
FOOTNOTES TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
2. Rate shown is the 7-day yield as of August 31, 2007.
3. Is or was an affiliate, as defined in the Investment Company Act of 1940, at
or during the period ended August 31, 2007, by virtue of the Fund owning at
least 5% of the voting securities of the issuer or as a result of the Fund and
the issuer having the same investment advisor. Transactions during the period in
which the issuer was an affiliate are as follows:
SHARES GROSS GROSS SHARES
AUGUST 31, 2006 ADDITIONS REDUCTIONS AUGUST 31, 2007
- --------------------------------------------------------------------------------------------
Oppenheimer Institutional
Money Market Fund, Cl. E -- 288,609,428 276,044,483 12,564,945
VALUE DIVIDEND
SEE NOTE 1 INCOME
- --------------------------------------------------------------------------------------------
Oppenheimer Institutional
Money Market Fund, Cl. E $ 12,564,945 $ 264,047
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
27 | OPPENHEIMER GROWTH FUND
STATEMENT OF ASSETS AND LIABILITIES August 31, 2007
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
ASSETS
- --------------------------------------------------------------------------------------------------
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $1,153,841,687) $ 1,275,094,310
Affiliated companies (cost $12,564,945) 12,564,945
-----------------
1,287,659,255
- --------------------------------------------------------------------------------------------------
Cash 1,035,092
- --------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 3,886,834
Dividends 868,129
Shares of beneficial interest sold 414,067
Other 121,645
-----------------
Total assets 1,293,985,022
- --------------------------------------------------------------------------------------------------
LIABILITIES
- --------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased 5,326,149
Shares of beneficial interest redeemed 1,400,879
Distribution and service plan fees 494,208
Trustees' compensation 363,653
Transfer and shareholder servicing agent fees 263,924
Shareholder communications 208,241
Other 41,675
-----------------
Total liabilities 8,098,729
- --------------------------------------------------------------------------------------------------
NET ASSETS $ 1,285,886,293
=================
- --------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- --------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest $ 37,567
- --------------------------------------------------------------------------------------------------
Additional paid-in capital 1,476,319,069
- --------------------------------------------------------------------------------------------------
Accumulated net investment loss (359,562)
- --------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign currency transactions (311,361,589)
- --------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and
liabilities denominated in foreign currencies 121,250,808
-----------------
NET ASSETS $ 1,285,886,293
=================
28 | OPPENHEIMER GROWTH FUND
- ---------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- ---------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets
of $1,020,951,132 and 29,343,649 shares of beneficial interest outstanding) $34.79
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $36.91
- ---------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net assets
of $136,459,126 and 4,344,511 shares of beneficial interest outstanding) $31.41
- ---------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net assets
of $74,767,364 and 2,341,526 shares of beneficial interest outstanding) $31.93
- ---------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent
deferred sales charge) and offering price per share (based on net assets
of $15,647,107 and 455,915 shares of beneficial interest outstanding) $34.32
- ---------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets
of $38,061,564 and 1,081,798 shares of beneficial interest outstanding) $35.18
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
29 | OPPENHEIMER GROWTH FUND
STATEMENT OF OPERATIONS For the Year Ended August 31, 2007
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
INVESTMENT INCOME
- --------------------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $70,344) $ 5,941,959
Affiliated companies 264,047
- --------------------------------------------------------------------------------------------------
Interest 148,977
- --------------------------------------------------------------------------------------------------
Other income 103,693
---------------
Total investment income 6,458,676
- --------------------------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------------------------
Management fees 8,570,106
- --------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 2,325,779
Class B 1,457,492
Class C 751,157
Class N 74,592
- --------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 2,346,026
Class B 347,463
Class C 250,028
Class N 50,018
Class Y 129,614
- --------------------------------------------------------------------------------------------------
Shareholder communications:
Class A 274,559
Class B 85,019
Class C 23,307
Class N 3,027
- --------------------------------------------------------------------------------------------------
Trustees' compensation 65,955
- --------------------------------------------------------------------------------------------------
Custodian fees and expenses 7,093
- --------------------------------------------------------------------------------------------------
Other 64,530
---------------
Total expenses 16,825,765
Less waivers and reimbursements of expenses (27,890)
---------------
Net expenses 16,797,875
- --------------------------------------------------------------------------------------------------
NET INVESTMENT LOSS (10,339,199)
30 | OPPENHEIMER GROWTH FUND
- --------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
- --------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments from unaffiliated companies $ 236,608,923
Closing and expiration of option contracts written (1,133,305)
Foreign currency transactions 506,752
---------------
Net realized gain 235,982,370
- --------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on:
Investments 9,013,429
Translation of assets and liabilities denominated in foreign currencies 2,363,000
---------------
Net change in unrealized appreciation 11,376,429
- --------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 237,019,600
===============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
31 | OPPENHEIMER GROWTH FUND
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR ENDED AUGUST 31, 2007 2006
- ----------------------------------------------------------------------------------------------------
OPERATIONS
- ----------------------------------------------------------------------------------------------------
Net investment loss $ (10,339,199) $ (8,672,528)
- ----------------------------------------------------------------------------------------------------
Net realized gain 235,982,370 90,446,288
- ----------------------------------------------------------------------------------------------------
Net change in unrealized appreciation 11,376,429 (63,673,581)
------------------------------------
Net increase in net assets resulting from operations 237,019,600 18,100,179
- ----------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- ----------------------------------------------------------------------------------------------------
Net decrease in net assets resulting from beneficial interest
transactions:
Class A (115,506,599) (89,018,731)
Class B (44,376,301) (41,644,116)
Class C (8,786,113) (3,340,059)
Class N (487,145) (580,823)
Class Y (10,955,641) (15,398,455)
------------------------------------
(180,111,799) (149,982,184)
- ----------------------------------------------------------------------------------------------------
NET ASSETS
- ----------------------------------------------------------------------------------------------------
Total increase (decrease) 56,907,801 (131,882,005)
- ----------------------------------------------------------------------------------------------------
Beginning of period 1,228,978,492 1,360,860,497
------------------------------------
End of period (including accumulated net investment loss
of $359,562 and $339,260, respectively) $ 1,285,886,293 $ 1,228,978,492
====================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
32 | OPPENHEIMER GROWTH FUND
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
CLASS A YEAR ENDED AUGUST 31, 2007 2006 2005 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 28.87 $ 28.51 $ 24.82 $ 25.57 $ 24.19
- ---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.22) 1 (.14) 1 .03 1,2 (.14) (.15)
Net realized and unrealized gain (loss) 6.14 .50 3.66 (.61) 1.53
-------------------------------------------------------------------------------
Total from investment operations 5.92 .36 3.69 (.75) 1.38
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 34.79 $ 28.87 $ 28.51 $ 24.82 $ 25.57
===============================================================================
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 20.51% 1.26% 14.87% (2.93)% 5.70%
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 1,020,951 $ 949,432 $ 1,024,199 $ 1,074,312 $ 1,165,627
- ---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 1,012,150 $ 1,034,644 $ 1,061,402 $ 1,178,435 $ 1,095,830
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) (0.66)% (0.48)% 0.11% 2 (0.59)% (0.69)%
Total expenses 1.16% 5 1.17% 1.19% 1.18% 1.22%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses 1.16% 1.16% 1.15% 1.18% 1.22%
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 106% 63% 72% 104% 82%
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 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 less than one full year.
5. Total expenses including indirect expenses from affiliated fund were as
follows:
Year Ended August 31, 2007 1.16%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
33 | OPPENHEIMER GROWTH FUND
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS B YEAR ENDED AUGUST 31, 2007 2006 2005 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 26.27 $ 26.18 $ 22.98 $ 23.90 $ 22.80
- ---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.43) 1 (.37) 1 (.19) 1,2 (.71) (.58)
Net realized and unrealized gain (loss) 5.57 .46 3.39 (.21) 1.68
-------------------------------------------------------------------------------
Total from investment operations 5.14 .09 3.20 (.92) 1.10
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 31.41 $ 26.27 $ 26.18 $ 22.98 $ 23.90
===============================================================================
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 19.57% 0.34% 13.93% (3.85)% 4.83%
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 136,459 $ 154,551 $ 193,897 $ 212,774 $ 270,715
- ---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 146,373 $ 182,464 $ 201,613 $ 254,295 $ 276,668
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (1.46)% (1.36)% (0.76)% 2 (1.51)% (1.52)%
Total expenses 1.97% 5 2.10% 2.15% 2.24% 2.29%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses 1.97% 2.07% 2.03% 2.11% 2.06%
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 106% 63% 72% 104% 82%
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 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 less than one full year.
5. Total expenses including indirect expenses from affiliated fund were as
follows:
Year Ended August 31, 2007 1.97%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
34 | OPPENHEIMER GROWTH FUND
CLASS C YEAR ENDED AUGUST 31, 2007 2006 2005 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 26.73 $ 26.63 $ 23.38 $ 24.30 $ 23.18
- ---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.46) 1 (.38) 1 (.19) 1,2 (.37) (.36)
Net realized and unrealized gain (loss) 5.66 .48 3.44 (.55) 1.48
-------------------------------------------------------------------------------
Total from investment operations 5.20 .10 3.25 (.92) 1.12
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 31.93 $ 26.73 $ 26.63 $ 23.38 $ 24.30
===============================================================================
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 19.45% 0.38% 13.90% (3.79)% 4.83%
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 74,767 $ 70,193 $ 73,277 $ 75,459 $ 77,548
- ---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 75,347 $ 74,881 $ 73,785 $ 83,103 $ 72,165
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (1.52)% (1.36)% (0.76)% 2 (1.47)% (1.52)%
Total expenses 2.04% 5 2.09% 2.12% 2.16% 2.22%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses 2.03% 2.05% 2.01% 2.07% 2.06%
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 106% 63% 72% 104% 82%
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 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 less than one full year.
5. Total expenses including indirect expenses from affiliated fund were as
follows:
Year Ended August 31, 2007 2.04%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
35 | OPPENHEIMER GROWTH FUND
FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------
CLASS N YEAR ENDED AUGUST 31, 2007 2006 2005 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 28.58 $ 28.33 $ 24.75 $ 25.59 $ 23.99
- ---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.33) 1 (.25) 1 (.07) 1,2 (.27) (.04)
Net realized and unrealized gain (loss) 6.07 .50 3.65 (.57) 1.64
-------------------------------------------------------------------------------
Total from investment operations 5.74 .25 3.58 (.84) 1.60
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 34.32 $ 28.58 $ 28.33 $ 24.75 $ 25.59
===============================================================================
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 20.09% 0.88% 14.47% (3.28)% 6.67%
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 15,647 $ 13,455 $ 13,892 $ 12,998 $ 7,766
- ---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 14,992 $ 13,975 $ 13,546 $ 11,987 $ 5,016
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (1.02)% (0.85)% (0.25)% 2 (0.94)% (0.39)%
Total expenses 1.53% 5 1.58% 1.68% 1.70% 1.33%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses 1.52% 1.53% 1.51% 1.53% 1.23%
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 106% 63% 72% 104% 82%
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 $.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 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 less than one full year.
5. Total expenses including indirect expenses from affiliated fund were as
follows:
Year Ended August 31, 2007 1.53%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
36 | OPPENHEIMER GROWTH FUND
CLASS Y YEAR ENDED AUGUST 31, 2007 2006 2005 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 29.14 $ 28.72 $ 24.95 $ 25.66 $ 24.24
- ---------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.15) 1 (.08) 1 .08 1,2 (.10) (.12)
Net realized and unrealized gain (loss) 6.19 .50 3.69 (.61) 1.54
-------------------------------------------------------------------------------
Total from investment operations 6.04 .42 3.77 (.71) 1.42
- ---------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 35.18 $ 29.14 $ 28.72 $ 24.95 $ 25.66
===============================================================================
- ---------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 20.73% 1.46% 15.11% (2.77)% 5.86%
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 38,062 $ 41,347 $ 55,595 $ 64,005 $ 66,121
- ---------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 39,643 $ 54,038 $ 60,275 $ 68,569 $ 61,965
- ---------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment income (loss) (0.46)% (0.26)% 0.31% 2 (0.40)% (0.55)%
Total expenses 0.99% 5 0.97% 1.03% 1.01% 1.17%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses 0.95% 0.96% 0.98% 1.01% 1.08%
- ---------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 106% 63% 72% 104% 82%
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 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 less than one full year.
5. Total expenses including indirect expenses from affiliated fund were as
follows:
Year Ended August 31, 2007 0.99%
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
37 | 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 may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Trustees. 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(R) 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, as 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. Options are
valued daily based upon the last sale price on the principal exchange
38 | OPPENHEIMER GROWTH FUND
on which the option is traded. 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. Investments
in open-end registered investment companies (including affiliated funds) are
valued at that fund's net asset value. 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.
- --------------------------------------------------------------------------------
INVESTMENT IN OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND. The Fund is permitted
to invest daily available cash balances in an affiliated money market fund. The
Fund may invest the available cash in Class E shares of Oppenheimer
Institutional Money Market Fund ("IMMF") which seeks current income and
stability of principal. IMMF is a registered open-end management investment
company, regulated as a money market fund under the Investment Company Act of
1940, as amended. The Manager is also the investment advisor of IMMF. The Fund's
investment in IMMF is included in the Statement of Investments, if applicable.
As a shareholder, the Fund is subject to its proportional share of IMMF's Class
E expenses, including its management fee. The Manager will waive fees and/or
reimburse Fund expenses in an amount equal to the indirect management fees
incurred through the Fund's investment in IMMF.
39 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1.SIGNIFICANT ACCOUNTING POLICIES Continued
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis to each class of shares based upon the relative proportion of net
assets represented by such class. Operating expenses directly attributable to a
specific class are charged against the operations of that class.
- --------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders, therefore, no federal income or excise tax provision is
required.
The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years and
unrealized appreciation or depreciation of securities and other investments for
federal income tax purposes.
NET UNREALIZED
APPRECIATION
BASED ON COST OF
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1,2,3,4 TAX PURPOSES
--------------------------------------------------------------------------
$ -- $ -- $ 310,748,861 $ 120,638,140
1. As of August 31, 2007, the Fund had $304,757,909 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, 2007, details
of the capital loss carryforward were as follows:
EXPIRING
--------------------------
2011 $ 304,757,909
2. The Fund had $5,990,952 of straddle losses which were deferred.
3. During the fiscal year ended August 31, 2007, the Fund utilized $237,502,527
of capital loss carryforward to offset capital gains realized in that fiscal
year. a
a. Includes $1,438,136 of capital loss carryforwards acquired in the
October 16, 2003 merger of Oppenheimer Select Managers Jennison Growth
Fund.
Includes $234,592 of capital loss carryforwards acquired in the November
6, 2003 merger of Oppenheimer Select Managers Mercury Advisors Focus
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, 2006, the Fund utilized $91,288,851
of capital loss carryforward to offset capital gains realized in that fiscal
year.b
b. 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.
40 | OPPENHEIMER GROWTH FUND
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, 2007. Net assets of the
Fund were unaffected by the reclassifications.
REDUCTION TO INCREASE TO
ACCUMULATED ACCUMULATED NET
REDUCTION TO NET INVESTMENT REALIZED LOSS
PAID-IN CAPITAL LOSS ON INVESTMENTS
----------------------------------------------------
$6,537,075 $ 10,318,897 $ 3,781,822
No distributions were paid during the years ended August 31, 2007 and August 31,
2006.
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, 2007 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 $ 1,167,019,300
================
Gross unrealized appreciation $ 161,892,087
Gross unrealized depreciation (41,253,947)
----------------
Net unrealized appreciation $ 120,638,140
================
- --------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan (the
"Plan") for the Fund's independent trustees. Benefits are based on years of
service and fees paid to each trustee during their period of service. The Plan
was frozen with respect to adding new participants effective December 31, 2006
(the "Freeze Date") and existing Plan Participants as of the Freeze Date will
continue to receive accrued benefits under the Plan. Active independent trustees
as of the Freeze Date have each elected a distribution method with respect to
their benefits under the Plan. During the year ended August 31, 2007, the Fund's
projected benefit obligations were increased by $37,324 and payments of $59,611
were made to retired trustees, resulting in an accumulated liability of $242,418
as of August 31, 2007.
The Board of Trustees has adopted a compensation deferral plan for
independent trustees that enables trustees to elect to defer receipt of all or a
portion of the annual compensation they are entitled to receive from the Fund.
For purposes of determining the amount owed to the Trustee under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Trustee. The
Fund purchases shares of the funds selected for
41 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued
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. 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 compensation deferral 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, to the extent they are not
offset by positive cash balances maintained by the Fund, at a rate equal to the
Federal Funds Rate plus 0.50%. The "Reduction to custodian expenses" line item,
if applicable, represents earnings on cash balances maintained by the Fund
during the period. Such interest expense and other custodian fees may be paid
with these earnings.
- --------------------------------------------------------------------------------
SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.
- --------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
trustees and officers with a limited indemnification against liabilities arising
in connection with the performance of their duties to the Fund. In the normal
course of business, the Fund may also enter into contracts that provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown as this would be dependent on future claims that may be made against the
Fund. The risk of material loss from such claims is considered remote.
- --------------------------------------------------------------------------------
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
42 | OPPENHEIMER GROWTH FUND
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, 2007 YEAR ENDED AUGUST 31, 2006
SHARES AMOUNT SHARES AMOUNT
- --------------------------------------------------------------------------------
CLASS A
Sold 3,713,124 $ 118,767,931 4,547,599 $ 136,452,263
Redeemed (7,251,916) (234,274,530) (7,584,067) (225,470,994)
----------------------------------------------------------
Net decrease (3,538,792) $ (115,506,599) (3,036,468) $ (89,018,731)
==========================================================
- --------------------------------------------------------------------------------
CLASS B
Sold 784,160 $ 22,893,197 1,085,763 $ 29,715,242
Redeemed (2,322,360) (67,269,498) (2,610,358) (71,359,358)
----------------------------------------------------------
Net decrease (1,538,200) $ (44,376,301) (1,524,595) $ (41,644,116)
==========================================================
- --------------------------------------------------------------------------------
CLASS C
Sold 481,870 $ 14,317,180 611,494 $ 17,072,329
Redeemed (766,646) (23,103,293) (737,072) (20,412,388)
----------------------------------------------------------
Net decrease (284,776) $ (8,786,113) (125,578) $ (3,340,059)
==========================================================
- --------------------------------------------------------------------------------
CLASS N
Sold 138,750 $ 4,408,997 205,132 $ 6,057,194
Redeemed (153,576) (4,896,142) (224,725) (6,638,017)
----------------------------------------------------------
Net decrease (14,826) $ (487,145) (19,593) $ (580,823)
==========================================================
- --------------------------------------------------------------------------------
CLASS Y
Sold 297,719 $ 9,861,143 693,778 $ 21,228,053
Redeemed (634,964) (20,816,784) (1,210,614) (36,626,508)
----------------------------------------------------------
Net decrease (337,245) $ (10,955,641) (516,836) $ (15,398,455)
==========================================================
- --------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES
The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations and investments in IMMF, for the year ended August
31, 2007, were as follows:
PURCHASES SALES
------------------------------------------------------------
Investment securities $ 1,353,102,032 $ 1,556,138,939
43 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 average net assets as shown in the following table:
FEE SCHEDULE
----------------------------------------
Up to $200 million 0.75%
Next $200 million 0.72
Next $200 million 0.69
Next $200 million 0.66
Next $700 million 0.60
Next $1 billion 0.58
Next $2 billion 0.56
Over $4.5 billion 0.54
- --------------------------------------------------------------------------------
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, 2007, the Fund paid
$3,128,148 to OFS for services to the 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
periodically 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 periodically 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
periods. Fees incurred by the Fund under the plan are detailed in the Statement
of Operations.
- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund
has adopted Distribution and Service Plans for Class B, Class C and Class N
shares to compensate the Distributor for its services in connection with the
distribution of those shares and servicing accounts. Under the plans, the Fund
pays the Distributor an annual asset-based sales charge of 0.75% on Class B and
Class C shares and 0.25% on Class N shares. The Distributor also receives a
service fee of 0.25% per year under each plan. If either the Class B, Class C or
Class N plan is terminated by the Fund or by the shareholders of a class, the
Board of Trustees and its independent trustees must determine whether the
44 | OPPENHEIMER GROWTH FUND
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 determines its
uncompensated expenses under the plan at calendar quarter ends. The
Distributor's aggregate uncompensated expenses under the plan at June 30, 2007
for Class B, Class C and Class N shares were $10,831,795, $3,008,124 and
$996,637, 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 following table for the period
indicated.
CLASS A CLASS B CLASS C CLASS N
CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT
FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED
SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES
RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY
YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR
- -------------------------------------------------------------------------------------------------------
August 31, 2007 $ 352,543 $ 5,984 $ 333,442 $ 7,408 $ 1,397
- --------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. During the year ended August 31, 2007, OFS
waived $4,853, $1,008 and $17,018 for Class C, Class N and Class Y shares,
respectively. This undertaking may be amended or withdrawn at any time.
The Manager will waive fees and/or reimburse Fund expenses in an amount equal to
the indirect management fees incurred through the Fund's investment in IMMF.
During the year ended August 31, 2007, the Manager waived $5,011 for IMMF
management fees.
- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS
A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. Risks to the Fund include the potential inability of the
counterparty to meet the terms of the contract.
The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using prevailing foreign currency exchange rates.
Unrealized appreciation and depreciation on foreign currency contracts are
reported in the Statement of Assets and Liabilities as a receivable or payable
and in the Statement of Operations with the change in unrealized appreciation or
depreciation.
45 | OPPENHEIMER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS Continued
The Fund may realize a gain or loss upon the closing or settlement of the
foreign transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.
As of August 31, 2007, the Fund had no outstanding foreign currency
contracts.
- --------------------------------------------------------------------------------
6. OPTION ACTIVITY
The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.
The Fund generally purchases put options or writes covered call options to
hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon exercise of the option.
Options are valued daily based upon the last sale price on the principal
exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a written
put option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.
Securities designated to cover outstanding call or put options are noted
in the Statement of Investments where applicable. Contracts subject to call or
put, expiration date, exercise price, premium received and market value are
detailed in a note to the Statement of Investments. Options written are reported
as a liability in the Statement of Assets and Liabilities. Realized gains and
losses are reported in the Statement of Operations.
The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security increases and the
option is exercised. The risk in writing a put option is that the Fund may incur
a loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Fund pays a premium whether
or not the option is exercised. The Fund also has the additional risk of not
being able to enter into a closing transaction if a liquid secondary market does
not exist.
Written option activity for the year ended August 31, 2007 was as follows:
CALL OPTIONS
------------------------
NUMBER OF AMOUNT OF
CONTRACTS PREMIUMS
- -----------------------------------------------------------
Options outstanding as of
August 31, 2006 -- $ --
Options written 2,083 667,899
Options closed or expired (2,083) (667,899)
------------------------
Options outstanding as of
August 31, 2007 -- $ --
========================
46 | OPPENHEIMER GROWTH FUND
- --------------------------------------------------------------------------------
7. RECENT ACCOUNTING PRONOUNCEMENTS
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions
taken in the course of preparing the Fund's tax returns to determine whether it
is "more-likely-than-not" that tax positions taken in the Fund's tax return will
be ultimately sustained. A tax liability and expense must be recorded in respect
of any tax position that, in Management's judgment, will not be fully realized.
FIN 48 is effective for fiscal years beginning after December 15, 2006. As of
August 31, 2007, the Manager has evaluated the implications of FIN 48 and does
not currently anticipate a material impact to the Fund's financial statements.
The Manager will continue to monitor the Fund's tax positions prospectively for
potential future impacts.
In September 2006, ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard establishes a
single authoritative definition of fair value, sets out a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. As of August 31, 2007, the Manager does not believe the
adoption of SFAS No. 157 will materially impact the financial statement amounts;
however, additional disclosures may be required about the inputs used to develop
the measurements and the effect of certain of the measurements on changes in net
assets for the period.
- --------------------------------------------------------------------------------
8. FUND REORGANIZATION
On June 14, 2007, the Board of Trustees of Oppenheimer Growth Fund ("the Fund")
approved a proposal to reorganize the Fund with and into Oppenheimer Capital
Appreciation Fund. In a shareholder meeting to be held on or about November 2,
2007, shareholders of the Fund will be asked to approve a Plan of Reorganization
between the Fund and Oppenheimer Capital Appreciation Fund, and the transactions
contemplated thereby, including (a) the transfer of substantially all the assets
of the Fund to Oppenheimer Capital Appreciation Fund in exchange for Class A,
Class B, Class C, Class N and Class Y shares of Oppenheimer Capital Appreciation
Fund, (b) the distribution of Class A, Class B, Class C, Class N and Class Y
shares of Oppenheimer Capital Appreciation Fund to the Class A, Class B, Class
C, Class N and Class Y shareholders of the Fund in complete liquidation of the
Fund and (c) the cancellation of the outstanding shares of the Fund.
47 | 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, 2007, 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, 2007, 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, 2007, 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 12, 2007
48 | OPPENHEIMER GROWTH FUND
FEDERAL INCOME TAX INFORMATION Unaudited
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
In early 2008, if applicable, shareholders of record will receive information
regarding all dividends and distributions paid to them by the Fund during
calendar year 2007. 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.
49 | 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.
50 | 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
investment advisory agreement (the "Agreement"). The Investment Company Act of
1940, as amended, requires that the Board request and evaluate, and that the
Manager provide, such information as may be reasonably necessary to evaluate the
terms of the Agreement. The Board employs an independent consultant to prepare a
report that provides information, including comparative information, that the
Board requests for that purpose. In addition, the Board receives information
throughout the year regarding Fund services, fees, expenses and performance.
The Manager and the independent consultant provided information to the
Board on the following factors: (i) the nature, quality and extent of the
Manager's services, (ii) the investment performance of the Fund and the Manager,
(iii) the fees and expenses of the Fund, including comparative expense
information, (iv) the profitability of the Manager and its affiliates, including
an analysis of the cost of providing services by the Manager and its affiliates,
(v) the extent to which economies of scale are realized as the Fund grows and
whether fee levels reflect these economies of scale for Fund investors and (vi)
other benefits to the Manager from its relationship with the Fund. The Board was
aware that there are alternatives to retaining the Manager.
NATURE AND EXTENT OF SERVICES. The Board considered information about the
nature and extent of the services provided to the Fund and information regarding
the Manager's key personnel who provide such services. The Manager's duties
include providing the Fund with the services of the portfolio manager and the
Manager's investment team, who provide research, analysis and other advisory
services in regard to the Fund's investments; securities trading services;
oversight of third party service providers; monitoring compliance with
applicable Fund policies and procedures and adherence to the Fund's investment
restrictions. The Manager is responsible for providing certain administrative
services to the Fund as well. Those services include providing and supervising
all administrative and clerical personnel who are necessary in order to provide
effective corporate administration for the Fund; compiling and maintaining
records with respect to the Fund's operations; preparing and filing reports
required by the Securities and Exchange Commission; preparing periodic reports
regarding the operations of the Fund for its shareholders; preparing proxy
materials for shareholder meetings; and preparing the registration statements
required by Federal and state securities laws for the sale of the Fund's shares.
The Manager also provides the Fund with office space, facilities and equipment.
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 took
51 | OPPENHEIMER GROWTH FUND
BOARD APPROVAL OF THE FUND'S INVESTMENT
ADVISORY AGREEMENT Unaudited / Continued
- --------------------------------------------------------------------------------
account of the fact 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 has received regarding the experience and professional qualifications of
the Manager's personnel and the size and functions of its staff. In its
evaluation of the quality of the portfolio management services provided, the
Board considered the experience of Marc Baylin, the portfolio manager for the
Fund, and the Manager's Growth investment team and analysts. The Board members
also considered their experiences with the Manager and its officers and other
personnel through their service on the Boards of the Fund and other funds
advised by the Manager. The Board considered information regarding the quality
of services provided by affiliates of the Manager, which its members have become
knowledgeable about in connection with the renewal of the Fund's service
agreements. In light of the foregoing, the Board concluded that the Fund
benefits from the services provided under the Agreement and from the Manager's
experience, reputation, personnel, operations, and resources.
INVESTMENT PERFORMANCE OF THE MANAGER AND THE FUND. During the year, the
Manager provided information on the investment performance of the Fund and the
Manager at each Board meeting, including comparative performance information.
The Board also reviewed information, prepared by the Manager and by the
independent consultant, comparing the Fund's historical performance to relevant
market indices and to the performance of other retail front-end load and no-load
large-cap growth funds advised by the Manager and by other investment advisers.
The Board noted that the Fund's one-year, three-year, five-year and ten-year
performance were below its peer group median. The Board also noted the recent
changes to the Manager's Growth investment team and analysts and to the Fund's
portfolio management and considered that the Board had approved and recommended
that shareholders approve a reorganization of the Fund.
MANAGEMENT FEES AND EXPENSES. The Board reviewed the fees paid to the
Manager and its affiliates and the other expenses borne by the Fund. The Board
also considered the comparability of the fees charged and the services provided
to the Fund to the fees and services for other clients or accounts advised by
the Manager. The independent consultant provided comparative data in regard to
the fees and expenses of the Fund, other large-cap growth funds and other funds
with comparable asset levels and distribution features. The Board noted that the
Fund's contractual and actual management fees and total expenses are higher than
its peer group median.
52 | OPPENHEIMER GROWTH FUND
ECONOMIES OF SCALE. The Board reviewed the extent to which the Manager may
realize economies of scale in managing and supporting the Fund, the extent to
which those economies of scale benefit the Fund's shareholders and the current
level of Fund assets in relation to the Fund's breakpoint schedule for its
management fees. The Board also noted the Fund's breakpoints, which are intended
to share economies of scale that may exist as the Fund grows with its
shareholders.
BENEFITS TO THE MANAGER. The Board considered information regarding the
Manager's costs in serving as the Fund's investment adviser, including the costs
associated with the personnel and systems necessary to manage the Fund, and
information regarding the Manager's profitability from its relationship with the
Fund. The Board 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 to considering the profits
realized by the Manager, the Board considered information 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 for services
provided and research provided to the Manager in connection with permissible
brokerage arrangements (soft dollar arrangements).
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.
Based on its review of the information it received and its evaluations
described above, the Board, including a majority of the independent Trustees,
concluded that the nature, extent and quality of the services provided to the
Fund by the Manager are a benefit to the Fund and in the best interest of the
Fund's shareholders and that the amount and structure of the compensation
received by the Manager and its affiliates are reasonable in relation to the
services provided. Accordingly, the Board elected to continue the Agreement for
another year or the earlier reorganization of the Fund and its termination. 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 Agreement, including the
management fee, in light of all of the surrounding circumstances.
53 | OPPENHEIMER GROWTH FUND
TRUSTEES AND OFFICERS Unaudited
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NAME, POSITION(S) HELD WITH THE PRINCIPAL OCCUPATION(S) DURING THE PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD; NUMBER OF
FUND, LENGTH OF SERVICE, AGE PORTFOLIOS IN THE FUND COMPLEX CURRENTLY OVERSEEN
INDEPENDENT TRUSTEES THE ADDRESS OF EACH TRUSTEE IN THE CHART BELOW IS 6803 S. TUCSON WAY, CENTENNIAL, COLORADO
80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM, OR UNTIL HIS OR HER RESIGNATION,
RETIREMENT, DEATH OR REMOVAL.
BRIAN F. WRUBLE, General Partner of Odyssey Partners, L.P. (hedge fund) (since September 1995); Director of Special
Chairman of the Board Value Opportunities Fund, LLC (registered investment company) (since September 2004); Member of
of Trustees (since 2007), Zurich Financial Services Investment Advisory Board (insurance) (since October 2004); Board of
Trustee (since 2005) Governing Trustees of The Jackson Laboratory (non-profit) (since August 1990); Trustee of the
Age: 64 Institute for Advanced Study (non-profit educational institute) (since May 1992); Special Limited
Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September
2004); Trustee of Research Foundation of AIMR (2000-2002) (investment research, non-profit);
Governor, Jerome Levy Economics Institute of Bard College (August 1990-September 2001) (economics
research); Director of Ray & Berendtson, Inc. (May 2000-April 2002) (executive search firm).
Oversees 65 portfolios in the OppenheimerFunds complex.
DAVID K. DOWNES, President, Chief Executive Officer and Board Member of CRAFund Advisors, Inc. (investment
Trustee (since 2007) management company) (since January 2004); President of The Community Reinvestment Act Qualified
Age: 67 Investment Fund (investment management company) (since January 2004); Independent Chairman of
the Board of Trustees of Quaker Investment Trust (registered investment company) (since January
2004); Director of Internet Capital Group (information technology company) (since October 2003);
Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc.
(subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments
U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003);
President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003);
President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln
National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement
Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of
Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware
Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice
Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of
Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company
(financial services holding company) (1977-1985); held the following positions at the Colonial
Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer
(1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price
Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967)
and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 65 portfolios
in the OppenheimerFunds complex.
MATTHEW P. FINK, Trustee of the Committee for Economic Development (policy research foundation) (since 2005);
Trustee (since 2005) Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President
Age: 66 of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI
Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 55 portfolios in
the OppenheimerFunds complex.
54 | OPPENHEIMER GROWTH FUND
ROBERT G. GALLI, A director or trustee of other Oppenheimer funds. Oversees 65 portfolios in the OppenheimerFunds
Trustee (since 1993) complex.
Age: 74
PHILLIP A. GRIFFITHS, Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979)
Trustee (since 1999) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI
Age: 69 Lumonics Inc. (precision medical equipment supplier) (since 2001); Senior Advisor of The Andrew
W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the
American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign
Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study
(1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke
University (1983-1991). Oversees 55 portfolios in the OppenheimerFunds complex.
MARY F. MILLER, Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice
Trustee (since 2004) President and General Auditor of American Express Company (financial services company) (July
Age: 64 1998-February 2003). Oversees 55 portfolios in the OppenheimerFunds complex.
JOEL W. MOTLEY, Managing Director of Public Capital Advisors, LLC (privately-held financial adviser) (since
Trustee (since 2002) January 2006); Director of Columbia Equity Financial Corp. (privately-held financial adviser)
Age: 55 (since 2002); Managing Director of Carmona Motley, Inc. (privately-held financial adviser) (since
January 2002); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial adviser)
(January 1998-December 2001); Member of the Finance and Budget Committee of the Council on
Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member
of the Investment Committee and Board of Human Rights Watch and the Investment Committee of
Historic Hudson Valley. Oversees 55 portfolios in the OppenheimerFunds complex.
RUSSELL S. REYNOLDS, JR., Chairman of RSR Partners (formerly "The Directorship Search Group, Inc.") (corporate governance
Trustee (since 1989) consulting and executive recruiting) (since 1993); Life Trustee of International House (non-profit
Age: 75 educational organization); Former Trustee of The Historical Society of the Town of Greenwich;
Former Director of Greenwich Hospital Association. Oversees 55 portfolios in the OppenheimerFunds
complex.
JOSEPH M. WIKLER, Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996);
Trustee (since 2005) Director of Lakes Environmental Association (environmental protection organization) (since 1996);
Age: 66 Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994);
Director of Fortis/ Hartford mutual funds (1994-December 2001); Director of C-TASC (a privately
held bio-statistics company) (since May 2007). Oversees 55 portfolios in the OppenheimerFunds
complex.
PETER I. WOLD, President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since
Trustee (since 2005) 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999);
Age: 59 Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Vice President,
Secretary and Treasurer of Wold Trona Company, Inc. (soda ash processing and production)
(1996-2006); 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 55 portfolios in
the OppenheimerFunds complex.
55 | OPPENHEIMER GROWTH FUND
TRUSTEES AND OFFICERS Unaudited / Continued
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE AND THE ADDRESS OF MR. MURPHY IS TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, 11TH FLOOR, NEW YORK,
OFFICER NEW YORK 10281-1008. MR. MURPHY SERVES AS A TRUSTEE FOR AN INDEFINITE TERM, OR UNTIL HIS
RESIGNATION, RETIREMENT, DEATH OR REMOVAL AND AS AN OFFICER FOR AN INDEFINITE 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 of the Manager (since June 2001); President of the
Trustee, President and Manager (September 2000-March 2007); President and director or trustee of other Oppenheimer funds;
Principal Executive Officer President and Director of Oppenheimer Acquisition Corp. ("OAC") (the Manager's parent holding
(since 2001) company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager)
Age: 58 (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 1, 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). Oversees 102 portfolios in the OppenheimerFunds complex.
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS OF THE THE ADDRESSES OF THE OFFICERS IN THE CHART BELOW ARE AS FOLLOWS: FOR MESSRS. BAYLIN, ZACK,
FUND GILLESPIE AND MS. BLOOMBERG, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, NEW YORK, NEW YORK
10281-1008, FOR MESSRS. VANDEHEY, WIXTED, PETERSEN, SZILAGYI AND MS. IVES, 6803 S. TUCSON WAY,
CENTENNIAL, COLORADO 80112-3924. EACH OFFICER SERVES FOR AN INDEFINITE TERM OR UNTIL HIS OR HER
RESIGNATION, RETIREMENT, DEATH OR REMOVAL.
MARC L. BAYLIN, Vice President of the Manager and a member of the Growth Equity Investment Team; Managing Director
Vice President and Portfolio and Lead Portfolio Manager at JP Morgan Fleming Investment Management (June 2002-August 2005);
Manager (since 2007) Vice President of T. Rowe Price, where he was an analyst from June 1993 and a portfolio manager
Age: 39 (March 1999-June 2002). A portfolio manager of other Oppenheimer funds.
MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief
Vice President and Chief Compliance Officer of the Manager, OppenheimerFunds Distributor, Inc., Centennial Asset Management
Compliance Officer and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor,
(since 2004) Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983).
Age: 57 Former Vice President and Director of Internal Audit of the Manager (1997-February 2004). An
officer of 102 portfolios in the OppenheimerFunds complex.
56 | OPPENHEIMER GROWTH FUND
BRIAN W. WIXTED, Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the following:
Treasurer and Principal HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder
Financial & Accounting Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc.
Officer (since 1999) (since March 1999), OFI Private Investments, Inc. (since March 2000), OppenheimerFunds
Age: 48 International Ltd. (since May 2000), OppenheimerFunds plc (since May 2000), OFI Institutional
Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable
trust program established by the Manager) (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 102 portfolios in the OppenheimerFunds complex.
BRIAN S. PETERSEN, Vice President of the Manager (since February 2007); Assistant Vice President of the Manager
Assistant Treasurer (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November
(since 2004) 1998-July 2002). An officer of 102 portfolios in the OppenheimerFunds complex.
Age: 37
BRIAN C. SZILAGYI, Assistant Vice President of the Manager (since July 2004); Director of Financial Reporting and
Assistant Treasurer Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of Berger
(since 2005) Financial Group LLC (May 2001-March 2003); Director of Mutual Fund Operations at American Data
Age: 37 Services, Inc. (September 2000-May 2001). An officer of 102 portfolios in the OppenheimerFunds
complex.
ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since March 2002) of the
Secretary (since 2001) Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of
Age: 59 Centennial Asset Management Corporation (since December 2001); Senior Vice President and General
Counsel of Harbour-View 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 General Counsel (November
2001-February 2002) and Associate General Counsel (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 102 portfolios in the
OppenheimerFunds complex.
57 | OPPENHEIMER GROWTH FUND
TRUSTEES AND OFFICERS Unaudited / Continued
- --------------------------------------------------------------------------------
LISA I. BLOOMBERG, Vice President and Associate Counsel of the Manager (since May 2004); First Vice President (April
Assistant Secretary 2001-April 2004), Associate General Counsel (December 2000-April 2004), Corporate Vice President
(since 2004) (May 1999-April 2001) and Assistant General Counsel (May 1999-December 2000) of UBS Financial
Age: 39 Services Inc. (formerly, PaineWebber Incorporated). An officer of 102 portfolios in the
OppenheimerFunds complex.
PHILLIP S. GILLESPIE, Senior Vice President and Deputy General Counsel of the Manager (since September 2004); First Vice
Assistant Secretary President (2001-September 2004); Director (2000-September 2004) and Vice President (1998-2000) of
(since 2004) Merrill Lynch Investment Management. An officer of 102 portfolios in the OppenheimerFunds complex.
Age: 43
KATHLEEN T. IVES, Vice President (since June 1998) and Senior Counsel and Assistant Secretary 0(since October 2003)
Assistant Secretary of the Manager; Vice President (since 1999) and Assistant Secretary (since October 2003) of the
(since 2001) Distributor; Assistant Secretary of Centennial Asset Management Corporation (since October 2003);
Age: 42 Vice President and Assistant Secretary of Shareholder Services, Inc. (since 1999); Assistant
Secretary of OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc. (since
December 2001); Assistant Counsel of the Manager (August 1994-October 2003). An officer of 102
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.
58 | 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 David Downes, a
member of the Board's Audit Committee, is an audit committee financial expert
and that Mr. Downes is "independent" for purposes of this Item 3.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
(a) Audit Fees
The principal accountant for the audit of the registrant's annual financial
statements billed $25,000 in fiscal 2007 and $45,000 in fiscal 2006.
(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 $243,390 in fiscal 2007 and $183,800 in fiscal 2006 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 include: internal control reviews and professional services
relating to FAS 123R.
(c) Tax Fees
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees to the registrant during the last two fiscal
years.
The principal accountant for the audit of the registrant's annual financial
statements billed no such fees in fiscal 2007 and $1,536 in fiscal 2006 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 include: Preparation of form 5500.
(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 $243,390 in fiscal 2007 and $185,336 in
fiscal 2006 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) No such services were rendered.
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 08/31/2007, 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: 10/09/2007
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: 10/09/2007
By: /s/ Brian W. Wixted
---------------------------
Brian W. Wixted
Principal Financial Officer
Date: 10/09/2007