-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MdEimxjYCftjdwVpLKox1NbUb4n7CpI/f66ZyHyic7Efy9ZAsAJ+ADBZrAECqtUb CWmVwz7Ss6ogdWxIrKubvw== 0000935069-04-002216.txt : 20041228 0000935069-04-002216.hdr.sgml : 20041228 20041228155256 ACCESSION NUMBER: 0000935069-04-002216 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041031 FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 EFFECTIVENESS DATE: 20041228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER MIDCAP FUND CENTRAL INDEX KEY: 0001041101 IRS NUMBER: 133955890 STATE OF INCORPORATION: MA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-08297 FILM NUMBER: 041228641 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 N-CSR 1 ra745_11983.txt RA745_11983.TXT 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 811-08297 Oppenheimer MidCap Fund (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 Date of fiscal year end: October 31 Date of reporting period: November 1, 2003 - October 31, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. TOP HOLDINGS AND ALLOCATIONS - -------------------------------------------------------------------------------- TOP TEN COMMON STOCK HOLDINGS - -------------------------------------------------------------------------------- Adobe Systems, Inc. 2.9% - -------------------------------------------------------------------------------- Expeditors International of Washington, Inc. 2.8 - -------------------------------------------------------------------------------- Gilead Sciences, Inc. 2.6 - -------------------------------------------------------------------------------- Coach, Inc. 2.4 - -------------------------------------------------------------------------------- Patterson Cos., Inc. 2.3 - -------------------------------------------------------------------------------- Affiliated Computer Services, Inc., Cl. A 2.3 - -------------------------------------------------------------------------------- Symantec Corp. 2.3 - -------------------------------------------------------------------------------- Fastenal Co. 2.3 - -------------------------------------------------------------------------------- Whole Foods Market, Inc. 2.2 - -------------------------------------------------------------------------------- Legg Mason, Inc. 2.2 Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2004, and are based on net assets. For more current Fund holdings, please visit www.oppenheimerfunds.com. TOP TEN COMMON STOCK INDUSTRIES - -------------------------------------------------------------------------------- Specialty Retail 8.6% - -------------------------------------------------------------------------------- Software 8.5 - -------------------------------------------------------------------------------- Health Care Equipment & Supplies 7.4 - -------------------------------------------------------------------------------- Health Care Providers & Services 7.2 - -------------------------------------------------------------------------------- Diversified Financial Services 5.4 - -------------------------------------------------------------------------------- IT Services 5.4 - -------------------------------------------------------------------------------- Hotels, Restaurants & Leisure 4.7 - -------------------------------------------------------------------------------- Biotechnology 4.1 - -------------------------------------------------------------------------------- Commercial Services & Supplies 3.8 - -------------------------------------------------------------------------------- Energy Equipment & Services 3.4 Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2004, and are based on net assets. 8 | OPPENHEIMER MIDCAP FUND - -------------------------------------------------------------------------------- SECTOR ALLOCATION [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Consumer Discretionary 23.9% Information Technology 22.9 Health Care 19.1 Industrials 14.6 Financials 10.8 Energy 6.4 Consumer Staples 2.3 Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2004, and are based on common stocks. - -------------------------------------------------------------------------------- 9 | OPPENHEIMER MIDCAP FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED OCTOBER 31, 2004, FOLLOWED BY A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO AN APPROPRIATE BROAD-BASED MARKET INDEX. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. The Fund produced positive performance for its fiscal year, although it underperformed its benchmark the S&P Mid-Cap 400 Index. Overall, the Fund's performance can be attributed to strong stock selection. However, the greatest negative effect on performance came from the consumer discretionary sector. Of the sectors that did well for the Fund over the past year, we would emphasize the energy sector. The best performing energy-related stock in the portfolio was a domestic natural gas producer. In the financials sector, we performed essentially in line with the index, up 11% versus 10.8%. Beyond this, we did very well in the information technology and industrials sectors. Our information technology stocks were up, on average, a little over 3%, while the index was down over 12%, the result of effective stock picking in a sector that generally underperformed. Effective stock picking also spelled the difference in the industrials sector, where the Fund returned over 16%, while the index was up only 1.25%. In information technology, top contributors included Symantec, Corp. and Adobe Systems, Inc. In industrials, Expeditors International of Washington, Inc., and Apollo Group, Inc. led the way. Elsewhere, the Fund prospered in the consumer staples sector with an investment in Whole Foods Market, Inc. In the medical technology sector, Gilead Sciences, Inc. contributed the most. As noted, our outperformance was due to effective stock selection, which emphasizes high quality businesses with predictable, sustainable earnings. Undermining performance for the year were, among others, investments in the airlines sector. Airline stocks, such as Southwest Airlines and Jet Blue, were in the portfolio at the start of the year, but we removed them early on in appreciation of rising fuel prices and the incredible challenges they and others like them face on a long-term basis. Of the remaining sectors, as noted, restaurants and retail struggled. However, the greatest overall negative effect on performance came from the consumer discretionary sector, where we were slightly overweight relative to the index (24% vs. 22%). Elsewhere, we had no positions in the utilities sector (which is a small part of the index, in any event), nor did we own stocks in the materials sector. 10 | OPPENHEIMER MIDCAP FUND 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 October 31, 2004. In the case of Class A, Class B, Class C and Class Y shares, performance is measured from the inception of each Class on December 1, 1997. 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 that of the S&P Mid-Cap 400 Index. The S&P Mid-Cap 400 Index is an unmanaged index of 400 domestic stocks chosen for market size liquidity, and industry group representation. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effects of the Fund's business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in the index. 11 | OPPENHEIMER MIDCAP FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS A SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer MidCap Fund (Class A) S&P Mid-Cap 400 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer MidCap S&P Mid-Cap Fund (Class A) 400 Index 12/01/1997 $ 9,425 $10,000 01/31/1998 9,519 10,190 04/30/1998 12,271 11,743 07/31/1998 11,744 10,848 10/31/1998 10,207 10,515 01/31/1999 13,390 11,892 04/30/1999 14,636 12,498 07/31/1999 16,382 12,943 10/31/1999 18,760 12,731 01/31/2000 25,875 13,795 04/30/2000 27,564 15,438 07/31/2000 29,716 15,713 10/31/2000 28,697 16,760 01/31/2001 23,903 17,052 04/30/2001 16,901 16,525 07/31/2001 15,618 16,591 10/31/2001 13,608 14,674 01/31/2002 13,910 16,493 04/30/2002 13,419 17,611 07/31/2002 11,201 14,491 10/31/2002 10,786 13,972 01/31/2003 10,182 13,759 04/30/2003 10,871 14,528 07/31/2003 12,617 16,498 10/31/2003 13,183 18,266 01/31/2004 13,230 19,638 04/30/2004 13,608 19,532 07/31/2004 13,400 19,440 10/31/2004 14,193 20,283 AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT 10/31/04 1-Year 1.47% 5-Year -6.54% Since Inception (12/1/97) 5.19% 12 | OPPENHEIMER MIDCAP FUND CLASS B SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer MidCap Fund (Class B) S&P Mid-Cap 400 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer MidCap S&P Mid-Cap Fund (Class B) 400 Index 12/01/1997 $10,000 $10,000 01/31/1998 10,080 10,190 04/30/1998 12,980 11,743 07/31/1998 12,390 10,848 10/31/1998 10,770 10,515 01/31/1999 14,097 11,892 04/30/1999 15,379 12,498 07/31/1999 17,181 12,943 10/31/1999 19,644 12,731 01/31/2000 27,043 13,795 04/30/2000 28,766 15,438 07/31/2000 30,948 15,713 10/31/2000 29,827 16,760 01/31/2001 24,801 17,052 04/30/2001 17,502 16,525 07/31/2001 16,150 16,591 10/31/2001 14,037 14,674 01/31/2002 14,318 16,493 04/30/2002 13,787 17,611 07/31/2002 11,494 14,491 10/31/2002 11,034 13,972 01/31/2003 10,393 13,759 04/30/2003 11,084 14,528 07/31/2003 12,846 16,498 10/31/2003 13,387 18,266 01/31/2004 13,431 19,638 04/30/2004 13,815 19,532 07/31/2004 13,604 19,440 10/31/2004 14,409 20,283 AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT 10/31/04 1-Year 1.88% 5-Year -6.52% Since Inception (12/1/97) 5.42% 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, THE "SINCE INCEPTION" RETURN FOR CLASS B USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 17 FOR FURTHER INFORMATION. 13 | OPPENHEIMER MIDCAP FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS C SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer MidCap Fund (Class C) S&P Mid-Cap 400 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer MidCap S&P Mid-Cap Fund (Class C) 400 Index 12/01/1997 $10,000 $10,000 01/31/1998 10,090 10,190 04/30/1998 12,980 11,743 07/31/1998 12,400 10,848 10/31/1998 10,760 10,515 01/31/1999 14,087 11,892 04/30/1999 15,369 12,498 07/31/1999 17,171 12,943 10/31/1999 19,624 12,731 01/31/2000 27,023 13,795 04/30/2000 28,746 15,438 07/31/2000 30,938 15,713 10/31/2000 29,817 16,760 01/31/2001 24,791 17,052 04/30/2001 17,492 16,525 07/31/2001 16,140 16,591 10/31/2001 14,037 14,674 01/31/2002 14,318 16,493 04/30/2002 13,787 17,611 07/31/2002 11,484 14,491 10/31/2002 11,034 13,972 01/31/2003 10,393 13,759 04/30/2003 11,084 14,528 07/31/2003 12,846 16,498 10/31/2003 13,387 18,266 01/31/2004 13,407 19,638 04/30/2004 13,767 19,532 07/31/2004 13,527 19,440 10/31/2004 14,308 20,283 AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT 10/31/04 1-Year 5.88% 5-Year -6.12% Since Inception (12/1/97) 5.32% 14 | OPPENHEIMER MIDCAP FUND CLASS N SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer MidCap Fund (Class N) S&P Mid-Cap 400 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer MidCap S&P Mid-Cap Fund (Class N) 400 Index 03/01/2001 $10,000 $10,000 04/30/2001 9,161 10,278 07/31/2001 8,465 10,319 10/31/2001 7,370 9,126 01/31/2002 7,528 10,258 04/30/2002 7,257 10,953 07/31/2002 6,054 9,013 10/31/2002 5,824 8,690 01/31/2003 5,496 8,557 04/30/2003 5,865 9,036 07/31/2003 6,801 10,261 10/31/2003 7,098 11,361 01/31/2004 7,119 12,214 04/30/2004 7,323 12,148 07/31/2004 7,201 12,090 10/31/2004 7,625 12,615 AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT 10/31/04 1-Year 6.43% 5-Year N/A Since Inception (3/1/01) -7.13% 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. SEE PAGE 17 FOR FURTHER INFORMATION. 15 | OPPENHEIMER MIDCAP FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS Y SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer MidCap Fund (Class Y) S&P Mid-Cap 400 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer MidCap S&P Mid-Cap Fund (Class Y) 400 Index 12/01/1997 $10,000 $10,000 01/31/1998 10,110 10,190 04/30/1998 13,040 11,743 07/31/1998 12,500 10,848 10/31/1998 10,880 10,515 01/31/1999 14,297 11,892 04/30/1999 15,639 12,498 07/31/1999 17,521 12,943 10/31/1999 20,095 12,731 01/31/2000 27,744 13,795 04/30/2000 29,596 15,438 07/31/2000 31,949 15,713 10/31/2000 30,898 16,760 01/31/2001 25,771 17,052 04/30/2001 18,232 16,525 07/31/2001 16,861 16,591 10/31/2001 14,708 14,674 01/31/2002 15,048 16,493 04/30/2002 14,538 17,611 07/31/2002 12,155 14,491 10/31/2002 11,724 13,972 01/31/2003 11,094 13,759 04/30/2003 11,844 14,528 07/31/2003 13,757 16,498 10/31/2003 14,368 18,266 01/31/2004 14,438 19,638 04/30/2004 14,868 19,532 07/31/2004 14,648 19,440 10/31/2004 15,529 20,283 AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES OF THE FUND AT 10/31/04 1 Year 8.08% 5 Year -5.02% Since Inception (12/1/97) 6.57% 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. SEE PAGE 17 FOR FURTHER INFORMATION. 16 | OPPENHEIMER MIDCAP FUND NOTES - -------------------------------------------------------------------------------- Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. Investors should consider the Fund's investment objectives, risks, and other charges and expenses carefully before investing. The Fund's prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing. The Fund's investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. CLASS A shares of the Fund were first publicly offered on 12/1/97. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%. CLASS B shares of the Fund were first publicly offered on 12/1/97. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Class B shares are subject to an annual 0.75% asset-based sales charge. Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion. CLASS C shares of the Fund were first publicly offered on 12/1/97. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. CLASS N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. CLASS Y shares of the Fund were first publicly offered on 12/1/97. 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. 17 | OPPENHEIMER MIDCAP 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 October 31, 2004. 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 18 | OPPENHEIMER MIDCAP 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 (5/1/04) (10/31/04) OCTOBER 31, 2004 - ------------------------------------------------------------------------------- Class A Actual $1,000.00 $1,043.00 $ 6.85 - ------------------------------------------------------------------------------- Class A Hypothetical 1,000.00 1,018.45 6.77 - ------------------------------------------------------------------------------- Class B Actual 1,000.00 1,038.50 10.87 - ------------------------------------------------------------------------------- Class B Hypothetical 1,000.00 1,014.53 10.74 - ------------------------------------------------------------------------------- Class C Actual 1,000.00 1,039.30 10.77 - ------------------------------------------------------------------------------- Class C Hypothetical 1,000.00 1,014.63 10.64 - ------------------------------------------------------------------------------- Class N Actual 1,000.00 1,041.20 8.09 - ------------------------------------------------------------------------------- Class N Hypothetical 1,000.00 1,017.24 7.99 - ------------------------------------------------------------------------------- Class Y Actual 1,000.00 1,044.40 5.00 - ------------------------------------------------------------------------------- Class Y Hypothetical 1,000.00 1,020.26 4.94 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 184/366 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended October 31, 2004 are as follows: CLASS EXPENSE RATIOS - --------------------------- Class A 1.33% - --------------------------- Class B 2.11 - --------------------------- Class C 2.09 - --------------------------- Class N 1.57 - --------------------------- Class Y 0.97 The expense ratios reflect voluntary waivers or reimbursements of expenses by the Fund's 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. 19 | OPPENHEIMER MIDCAP FUND STATEMENT OF INVESTMENTS October 31, 2004 - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- COMMON STOCKS--98.0% - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY--23.4% - -------------------------------------------------------------------------------- AUTO COMPONENTS--1.5% Gentex Corp. 433,700 $14,316,437 - -------------------------------------------------------------------------------- AUTOMOBILES--1.5% Harley-Davidson, Inc. 258,200 14,864,574 - -------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--4.7% P.F. Chang's China Bistro, Inc. 1 243,000 12,354,120 - -------------------------------------------------------------------------------- Ruby Tuesday, Inc. 510,900 12,619,230 - -------------------------------------------------------------------------------- Starbucks Corp. 1 392,714 20,766,716 ----------- 45,740,066 - -------------------------------------------------------------------------------- HOUSEHOLD DURABLES--0.9% Harman International Industries, Inc. 68,700 8,256,366 - -------------------------------------------------------------------------------- LEISURE EQUIPMENT & PRODUCTS--2.1% Brunswick Corp. 433,900 20,358,588 - -------------------------------------------------------------------------------- MEDIA--1.7% Getty Images, Inc. 1 287,300 16,988,049 - -------------------------------------------------------------------------------- SPECIALTY RETAIL--8.6% Bed Bath & Beyond, Inc. 1 424,600 17,319,434 - -------------------------------------------------------------------------------- Chico's FAS, Inc. 1 387,600 15,515,628 - -------------------------------------------------------------------------------- O'Reilly Automotive, Inc. 1 499,300 21,499,858 - -------------------------------------------------------------------------------- PetsMart, Inc. 620,100 19,830,798 - -------------------------------------------------------------------------------- Urban Outfitters, Inc. 1 237,100 9,721,100 ----------- 83,886,818 - -------------------------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS--2.4% Coach, Inc. 1 494,183 23,043,753 - -------------------------------------------------------------------------------- CONSUMER STAPLES--2.3% - -------------------------------------------------------------------------------- FOOD & STAPLES RETAILING--2.3% Whole Foods Market, Inc. 268,800 21,888,384 - -------------------------------------------------------------------------------- ENERGY--6.3% - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--3.4% BJ Services Co. 285,200 14,545,200 VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES Continued Smith International, Inc. 1 314,800 $18,283,584 ----------- 32,828,784 - -------------------------------------------------------------------------------- OIL & GAS--2.9% Apache Corp. 361,800 18,343,260 - -------------------------------------------------------------------------------- XTO Energy, Inc. 297,300 9,923,874 ----------- 28,267,134 - -------------------------------------------------------------------------------- FINANCIALS--10.6% - -------------------------------------------------------------------------------- COMMERCIAL BANKS--2.2% Commerce Bancorp, Inc. 363,900 21,557,436 - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--5.4% Chicago Mercantile Exchange (The) 84,400 14,831,612 - -------------------------------------------------------------------------------- Investors Financial Services Corp. 422,400 16,258,176 - -------------------------------------------------------------------------------- Legg Mason, Inc. 342,900 21,846,159 ----------- 52,935,947 - -------------------------------------------------------------------------------- INSURANCE--3.0% AMBAC Financial Group, Inc. 270,500 21,115,230 - -------------------------------------------------------------------------------- Brown & Brown, Inc. 184,500 7,704,720 ----------- 28,819,950 - -------------------------------------------------------------------------------- HEALTH CARE--18.7% - -------------------------------------------------------------------------------- BIOTECHNOLOGY--4.1% Celgene Corp. 1 243,200 7,203,584 - -------------------------------------------------------------------------------- Gen-Probe, Inc. 1 208,600 7,309,344 - -------------------------------------------------------------------------------- Gilead Sciences, Inc. 1 728,000 25,210,640 ----------- 39,723,568 - -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--7.4% Bard (C.R.), Inc. 265,100 15,057,680 - -------------------------------------------------------------------------------- Cooper Cos., Inc. (The) 173,500 12,205,725 - -------------------------------------------------------------------------------- Idexx Laboratories, Inc. 1 99,200 4,944,128 20 | OPPENHEIMER MIDCAP FUND VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES Continued Stryker Corp. 181,900 $ 7,838,071 - -------------------------------------------------------------------------------- Thermo Electron Corp. 1 530,700 15,390,300 - -------------------------------------------------------------------------------- Varian Medical Systems, Inc. 1 424,252 17,033,718 ----------- 72,469,622 - -------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES--7.2% Coventry Health Care, Inc. 1 381,250 15,593,125 - -------------------------------------------------------------------------------- Health Management Associates, Inc., Cl. A 1,036,000 21,403,760 - -------------------------------------------------------------------------------- Lincare Holdings, Inc. 1 290,500 10,678,780 - -------------------------------------------------------------------------------- Patterson Cos., Inc. 1 593,200 22,245,000 ----------- 69,920,665 - -------------------------------------------------------------------------------- INDUSTRIALS--14.3% - -------------------------------------------------------------------------------- AEROSPACE & DEFENSE--2.2% L-3 Communications Holdings, Inc. 180,600 11,906,958 - -------------------------------------------------------------------------------- Rockwell Collins, Inc. 262,700 9,317,969 ----------- 21,224,927 - -------------------------------------------------------------------------------- AIR FREIGHT & LOGISTICS--2.8% Expeditors International of Washington, Inc. 472,000 26,951,200 - -------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--3.8% Apollo Group, Inc., Cl. A 1 889 58,674 - -------------------------------------------------------------------------------- Corporate Executive Board Co. 313,200 19,935,180 - -------------------------------------------------------------------------------- Stericycle, Inc. 1 383,900 17,402,187 ----------- 37,396,041 - -------------------------------------------------------------------------------- MACHINERY--1.5% Donaldson Co., Inc. 479,700 14,247,090 - -------------------------------------------------------------------------------- ROAD & RAIL--1.8% C.H. Robinson Worldwide, Inc. 323,600 17,454,984 VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS--2.2% Fastenal Co. 397,300 $21,942,879 - -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY--22.4% - -------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT--1.6% Comverse Technology, Inc. 1 741,900 15,312,816 - -------------------------------------------------------------------------------- ITF Optical Technologies, Inc. 1,2 384,000 265,805 ----------- 15,578,621 - -------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--2.0% CDW Corp. 322,700 20,017,081 - -------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES--1.3% VeriSign, Inc. 1 468,100 12,559,123 - -------------------------------------------------------------------------------- IT SERVICES--5.4% Affiliated Computer Services, Inc., Cl. A 1 404,400 22,060,020 - -------------------------------------------------------------------------------- Alliance Data Systems Corp. 1 281,700 11,910,276 - -------------------------------------------------------------------------------- Fiserv, Inc. 1 520,400 18,495,016 ----------- 52,465,312 - -------------------------------------------------------------------------------- OFFICE ELECTRONICS--1.8% Zebra Technologies Corp., Cl. A 1 323,750 17,155,513 - -------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.8% Linear Technology Corp. 453,900 17,193,732 - -------------------------------------------------------------------------------- SOFTWARE--8.5% Adobe Systems, Inc. 500,600 28,048,618 - -------------------------------------------------------------------------------- Amdocs Ltd. 1 593,700 14,931,555 - -------------------------------------------------------------------------------- Electronic Arts, Inc. 1 299,400 13,449,048 - -------------------------------------------------------------------------------- Intuit, Inc. 1 106,800 4,844,448 - -------------------------------------------------------------------------------- Symantec Corp. 1 386,200 21,990,228 ----------- 83,263,897 ----------- Total Common Stocks (Cost $791,157,725) 953,316,541 21 | OPPENHEIMER MIDCAP FUND STATEMENT OF INVESTMENTS Continued - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- PREFERRED STOCKS--0.0% - -------------------------------------------------------------------------------- Axsun Technologies, Inc., Cv., Series C 1,2,3 771,20 $ 252,802 - -------------------------------------------------------------------------------- Centerpoint Broadband Technologies, Inc., Cv., Series D 1,2 556,586 -- ----------- Total Preferred Stocks (Cost $14,999,994) 252,802 PRINCIPAL VALUE AMOUNT SEE NOTE 1 - -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS--1.8% - -------------------------------------------------------------------------------- Undivided interest of 2.89% in joint repurchase agreement (Principal Amount/ Value $595,058,000, with a maturity value of $595,147,755) with UBS Warburg LLC, 1.81%, dated 10/29/04, to be repurchased at $17,215,596 on 11/1/04, collateralized by Federal National Mortgage Assn., 5.50%, 1/1/34--4/1/34, with a value of $607,720,116 (Cost $17,213,000) $ 17,213,000 $ 17,213,000 - -------------------------------------------------------------------------------- TOTAL INVESTMENTS, AT VALUE (COST $823,370,719) 99.8% 970,782,343 - -------------------------------------------------------------------------------- OTHER ASSETS NET OF LIABILITIES 0.2 2,116,180 ------------------------------ NET ASSETS 100.0% $972,898,523 ============================== FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. Illiquid or restricted security. See Note 5 of Notes to Financial Statements. 3. Affiliated company. Represents ownership of at least 5% of the voting securities of the issuer, and is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2004. The aggregate fair value of securities of affiliated companies held by the Fund as of October 31, 2004 amounts to $252,802. Transactions during the period in which the issuer was an affiliate are as follows:
SHARES SHARES OCT. 31, GROSS GROSS OCT. 31, UNREALIZED REALIZED DIVIDEND 2003 ADDITIONS REDUCTIONS 2004 DEPRECIATION GAIN INCOME - ----------------------------------------------------------------------------------------------------------------- PREFERRED STOCKS Axsun Technologies, Inc., Cv., Series C 771,208 -- -- 771,208 $8,747,195 $ -- $-- fusionOne, Inc., 8% Non-Cum Cv., Series D 1,675,894 -- 1,675,894 -- -- 8,736,100 -- ITF Optical Technologies, Inc., Cv., Series A 200,000 184,000* 384,000 -- -- -- -- ------------------------------------ $8,747,195 $8,736,100 $-- ====================================
*Issued as the result of a stock split. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 22 | OPPENHEIMER MIDCAP FUND STATEMENT OF ASSETS AND LIABILITIES October 31, 2004 - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------ ASSETS - ------------------------------------------------------------------------------------ Investments, at value--see accompanying statement of investments: Unaffiliated companies (cost $814,370,722) $ 970,529,541 Affiliated companies (cost $8,999,997) 252,802 ---------------- 970,782,343 - ------------------------------------------------------------------------------------ Cash 717,908 - ------------------------------------------------------------------------------------ Receivables and other assets: Investments sold 2,994,769 Shares of beneficial interest sold 911,061 Interest and dividends 126,232 Other 8,312 ---------------- Total assets 975,540,625 - ------------------------------------------------------------------------------------ LIABILITIES - ------------------------------------------------------------------------------------ Payables and other liabilities: Shares of beneficial interest redeemed 1,797,157 Transfer and shareholder servicing agent fees 242,376 Shareholder communications 205,253 Distribution and service plan fees 194,819 Trustees' compensation 167,850 Other 34,647 ---------------- Total liabilities 2,642,102 - ------------------------------------------------------------------------------------ NET ASSETS $ 972,898,523 ================ - ------------------------------------------------------------------------------------ COMPOSITION OF NET ASSETS - ------------------------------------------------------------------------------------ Paid-in capital $ 1,951,582,203 - ------------------------------------------------------------------------------------ Accumulated net investment loss (165,364) - ------------------------------------------------------------------------------------ Accumulated net realized loss on investments (1,125,929,940) - ------------------------------------------------------------------------------------ Net unrealized appreciation on investments 147,411,624 ---------------- NET ASSETS $ 972,898,523 ================
23 | OPPENHEIMER MIDCAP FUND STATEMENT OF ASSETS AND LIABILITIES Continued - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------- NET ASSET VALUE PER SHARE - -------------------------------------------------------------------------------------------------- Class A Shares: Net asset value and redemption price per share (based on net assets of $504,291,744 and 33,529,515 shares of beneficial interest outstanding) $15.04 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $15.96 - -------------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $312,315,072 and 21,853,772 shares of beneficial interest outstanding) $14.29 - -------------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $110,018,329 and 7,700,461 shares of beneficial interest outstanding) $14.29 - -------------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $22,487,917 and 1,509,089 shares of beneficial interest outstanding) $14.90 - -------------------------------------------------------------------------------------------------- Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $23,785,461 and 1,533,205 shares of beneficial interest outstanding) $15.51
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 24 | OPPENHEIMER MIDCAP FUND STATEMENT OF OPERATIONS For the Year Ended October 31, 2004 - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------- INVESTMENT INCOME - ---------------------------------------------------------------------- Dividends (net of foreign withholding taxes of $7,200) $ 2,456,436 - ---------------------------------------------------------------------- Interest 149,776 ------------- Total investment income 2,606,212 - ---------------------------------------------------------------------- EXPENSES - ---------------------------------------------------------------------- Management fees 6,352,334 - ---------------------------------------------------------------------- Distribution and service plan fees: Class A 1,111,508 Class B 3,166,513 Class C 1,052,106 Class N 94,715 - ---------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 2,025,128 Class B 1,704,643 Class C 546,056 Class N 110,995 Class Y 56,539 - ---------------------------------------------------------------------- Shareholder communications: Class A 106,621 Class B 161,154 Class C 33,303 Class N 305 - ---------------------------------------------------------------------- Trustees' compensation 54,773 - ---------------------------------------------------------------------- Custodian fees and expenses 11,839 - ---------------------------------------------------------------------- Other 115,006 ------------- Total expenses 16,703,538 Less reduction to custodian expenses (1,380) Less payments and waivers of expenses (1,207,102) ------------- Net expenses 15,495,056 - ---------------------------------------------------------------------- NET INVESTMENT LOSS (12,888,844) - ---------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) - ---------------------------------------------------------------------- Net realized gain on: Investments: Unaffiliated companies 84,566,296 Affiliated companies 8,736,100 Net increase from payment by affiliate 36,160 ------------- Net realized gain 93,338,556 - ---------------------------------------------------------------------- Net change in unrealized appreciation on investments (17,276,110) - ---------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 63,173,602 ============= SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 25 | OPPENHEIMER MIDCAP FUND STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
YEAR ENDED OCTOBER 31, 2004 2003 - -------------------------------------------------------------------------------------- OPERATIONS - -------------------------------------------------------------------------------------- Net investment loss $ (12,888,844) $ (10,614,521) - -------------------------------------------------------------------------------------- Net realized gain (loss) 93,338,556 (67,296,474) - -------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) (17,276,110) 233,645,940 ------------------------------- Net increase in net assets resulting from operations 63,173,602 155,734,945 - -------------------------------------------------------------------------------------- BENEFICIAL INTEREST TRANSACTIONS - -------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from beneficial interest transactions: Class A 41,101,126 2,926,569 Class B (36,309,315) (20,575,816) Class C (222,383) 2,421,302 Class N 4,493,365 5,137,432 Class Y 5,221,032 6,801,730 - -------------------------------------------------------------------------------------- NET ASSETS - -------------------------------------------------------------------------------------- Total increase 77,457,427 152,446,162 - -------------------------------------------------------------------------------------- Beginning of period 895,441,096 742,994,934 ------------------------------- End of period (including accumulated net investment loss of $165,364 and $146,500, respectively) $ 972,898,523 $ 895,441,096 ===============================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 26 | OPPENHEIMER MIDCAP FUND FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
CLASS A YEAR ENDED OCTOBER 31, 2004 2003 2002 2001 2000 - ------------------------------------------------------------------------------------------------------------ PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $ 13.97 $ 11.43 $ 14.42 $ 30.41 $ 19.88 - ------------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment income (loss) (.17) (.12) (.13) (.02) .04 Net realized and unrealized gain (loss) 1.24 2.66 (2.86) (15.97) 10.49 ---------------------------------------------------------------- Total from investment operations 1.07 2.54 (2.99) (15.99) 10.53 - ------------------------------------------------------------------------------------------------------------ Net asset value, end of period $ 15.04 $ 13.97 $ 11.43 $ 14.42 $ 30.41 ================================================================ - ------------------------------------------------------------------------------------------------------------ TOTAL RETURN, AT NET ASSET VALUE 1 7.66% 22.22% (20.74)% (52.58)% 52.97% - ------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------ RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $504,292 $430,514 $351,983 $532,338 $1,055,967 - ------------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $457,926 $366,050 $460,797 $718,814 $ 728,168 - ------------------------------------------------------------------------------------------------------------ Ratios to average net assets: 2 Net investment income (loss) (1.05)% (1.01)% (1.06)% (0.09)% 0.28% Total expenses 1.42% 1.61% 1.68% 1.33% 1.16% Expenses after payments and waivers and reduction to custodian expenses 1.33% 1.32% 1.47% 1.32% N/A 3 - ------------------------------------------------------------------------------------------------------------ Portfolio turnover rate 114% 76% 51% 84% 23%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 27 | OPPENHEIMER MIDCAP FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
CLASS B YEAR ENDED OCTOBER 31, 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ----------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.37 $ 11.02 $ 14.02 $ 29.79 $ 19.62 - ----------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.30) (.23) (.30) (.15) (.07) Net realized and unrealized gain (loss) 1.22 2.58 (2.70) (15.62) 10.24 --------------------------------------------------------------- Total from investment operations .92 2.35 (3.00) (15.77) 10.17 - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.29 $ 13.37 $ 11.02 $ 14.02 $ 29.79 =============================================================== - ----------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 6.88% 21.33% (21.40)% (52.94)% 51.83% - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $312,315 $327,880 $291,397 $438,962 $874,830 - ----------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $316,748 $291,209 $385,917 $592,096 $594,390 - ----------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.83)% (1.75)% (1.85)% (0.84)% (0.48)% Total expenses 2.30% 2.51% 2.48% 2.08% 1.91% Expenses after payments and waivers and reduction to custodian expenses 2.12% 2.06% 2.27% 2.07% N/A 3 - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate 114% 76% 51% 84% 23%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 28 | OPPENHEIMER MIDCAP FUND
CLASS C YEAR ENDED OCTOBER 31, 2004 2003 2002 2001 2000 - ----------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ----------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.37 $ 11.02 $ 14.02 $ 29.78 $ 19.60 - ----------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.25) (.20) (.30) (.15) (.07) Net realized and unrealized gain (loss) 1.17 2.55 (2.70) (15.61) 10.25 --------------------------------------------------------------- Total from investment operations .92 2.35 (3.00) (15.76) 10.18 - ----------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 14.29 $ 13.37 $ 11.02 $ 14.02 $ 29.78 ================================================================ - ----------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 6.88% 21.33% (21.40)% (52.92)% 51.94% - ----------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $110,018 $103,271 $ 83,351 $128,230 $247,566 - ----------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $105,285 $ 87,528 $112,436 $170,129 $161,221 - ----------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.81)% (1.77)% (1.84)% (0.85)% (0.48)% Total expenses 2.26% 2.49% 2.47% 2.08% 1.91% Expenses after payments and waivers and reduction to custodian expenses 2.10% 2.08% 2.26% 2.07% N/A 3 - ----------------------------------------------------------------------------------------------------------- Portfolio turnover rate 114% 76% 51% 84% 23%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 29 | OPPENHEIMER MIDCAP FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
CLASS N YEAR ENDED OCTOBER 31, 2004 2003 2002 2001 1 - ----------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ----------------------------------------------------------------------------------------- Net asset value, beginning of period $ 13.87 $ 11.38 $ 14.40 $ 19.54 - ----------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.18) (.17) (.14) (.05) Net realized and unrealized gain (loss) 1.21 2.66 (2.88) (5.09) --------------------------------------------- Total from investment operations 1.03 2.49 (3.02) (5.14) - ----------------------------------------------------------------------------------------- Net asset value, end of period $ 14.90 $ 13.87 $ 11.38 $ 14.40 ============================================= - ----------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 7.43% 21.88% (20.97)% (26.31)% - ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ----------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $22,488 $16,606 $ 8,846 $ 2,268 - ----------------------------------------------------------------------------------------- Average net assets (in thousands) $18,969 $11,846 $ 6,576 $ 1,250 - ----------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (1.28)% (1.34)% (1.28)% (0.94)% Total expenses 1.80% 1.86% 1.87% 1.73% Expenses after payments and waivers and reduction to custodian expenses 1.57% 1.64% 1.66% 1.72% - ----------------------------------------------------------------------------------------- Portfolio turnover rate 114% 76% 51% 84%
1. For the period from March 1, 2001 (inception of offering) to October 31, 2001. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 30 | OPPENHEIMER MIDCAP FUND
CLASS Y YEAR ENDED OCTOBER 31, 2004 2003 2002 2001 2000 - ---------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ---------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 14.35 $ 11.71 $ 14.69 $ 30.86 $20.07 - ---------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.13) (.19) (.08) (.08) (.02) Net realized and unrealized gain (loss) 1.29 2.83 (2.90) (16.09) 10.81 -------------------------------------------------------- Total from investment operations 1.16 2.64 (2.98) (16.17) 10.79 - ---------------------------------------------------------------------------------------------------- Net asset value, end of period $ 15.51 $ 14.35 $ 11.71 $ 14.69 $30.86 ========================================================= - ---------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 8.08% 22.55% (20.29)% (52.40)% 53.76% - ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ---------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $23,785 $17,171 $ 7,419 $ 4,759 $ 115 - ---------------------------------------------------------------------------------------------------- Average net assets (in thousands) $19,540 $11,928 $ 6,449 $ 2,720 $ 33 - ---------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment income (loss) (0.69)% (0.80)% (0.39)% (0.12)% 0.60% Total expenses 0.98% 1.11% 0.83% 1.07% 0.74% Expenses after payments and waivers and reduction to custodian expenses N/A 3 N/A 3,4 N/A 3 1.02% N/A 3 - ---------------------------------------------------------------------------------------------------- Portfolio turnover rate 114% 76% 51% 84% 23%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. 4. Voluntary waiver of transfer agent fees less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 31 | OPPENHEIMER MIDCAP FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer MidCap 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 accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares six years after the date of purchase. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Corporate, government and municipal debt instruments having a remaining maturity in excess of 60 days and all mortgage-backed securities will be valued at the mean between the "bid" and "asked" prices. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign and domestic securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining 32 | OPPENHEIMER MIDCAP FUND 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. Prices of securities denominated in foreign currencies 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. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. Foreign exchange rates may be valued primarily using dealer supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates. The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. These balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such 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. 33 | OPPENHEIMER MIDCAP FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued 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 OTHER INVESTMENTS NET INVESTMENT LONG-TERM ACCUMULATED LOSS FOR FEDERAL INCOME INCOME GAIN CARRYFORWARD 1,2,3 TAX PURPOSES ------------------------------------------------------------------------- $-- $-- $1,125,748,750 $146,969,773 1. As of October 31, 2004, the Fund had $1,125,748,750 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of October 31, 2004, details of the capital loss carryforwards were as follows: EXPIRING ------------------------------ 2008 $ 54,968,709 2009 765,251,646 4 2010 237,892,098 2011 67,636,297 --------------- Total $ 1,125,748,750 =============== 2. During the fiscal year ended October 31, 2004, the Fund utilized $93,361,075 of capital loss carryforward to offset capital gains realized in that fiscal year. 3. During the fiscal year ended October 31, 2003, the Fund did not utilize any capital loss carryforward. 4. Includes $260,660 of capital loss carryforwards acquired in the September 4, 2003 merger of Oppenheimer Select Managers Gartmore Millennium Growth Fund II. 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 October 31, 2004. Net assets of the Fund were unaffected by the reclassifications. INCREASE TO REDUCTION TO ACCUMULATED NET REDUCTION TO ACCUMULATED NET REALIZED LOSS PAID-IN CAPITAL INVESTMENT LOSS ON INVESTMENTS -------------------------------------------------------------- $12,833,820 $12,869,980 $36,160 No distributions were paid during the years ended October 31, 2004 and October 31, 2003. 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 October 31, 2004 are noted below. The primary difference between 34 | OPPENHEIMER MIDCAP FUND 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 $ 823,812,570 ============= Gross unrealized appreciation $ 181,681,734 Gross unrealized depreciation (34,711,961) ------------- Net unrealized appreciation $ 146,969,773 ============= - -------------------------------------------------------------------------------- TRUSTEES' COMPENSATION. The Fund has adopted an unfunded retirement plan for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during the years of service. During the year ended October 31, 2004, the Fund's projected benefit obligations were increased by $15,651 and payments of $3,871 were made to retired trustees, resulting in an accumulated liability of $158,276 as of October 31, 2004. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of "Other" within the asset section of the Statement of Assets and Liabilities. Deferral of trustees' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. The Fund pays interest to its custodian on such cash overdrafts at a rate equal to the Federal Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings. 35 | OPPENHEIMER MIDCAP FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued SECURITY TRANSACTIONS. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. SHARES OF BENEFICIAL INTEREST The Fund has authorized an unlimited number of no par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:
YEAR ENDED OCTOBER 31, 2004 YEAR ENDED OCTOBER 31, 2003 SHARES AMOUNT SHARES AMOUNT - -------------------------------------------------------------------------------------- CLASS A Sold 12,246,136 $ 177,432,418 8,268,487 $ 100,143,126 Acquisition-Note 6 -- -- 317,478 4,460,569 Redeemed (9,541,964) (136,331,292) (8,568,434) (101,677,126) ----------------------------------------------------------- Net increase 2,704,172 $ 41,101,126 17,531 $ 2,926,569 =========================================================== - -------------------------------------------------------------------------------------- CLASS B Sold 3,400,008 $ 46,414,529 4,126,736 $ 48,252,675 Acquisition-Note 6 -- -- 38,399 517,234 Redeemed (6,061,337) (82,723,844) (6,086,687) (69,345,725) ----------------------------------------------------------- Net decrease (2,661,329) $ (36,309,315) (1,921,552) $ (20,575,816) =========================================================== - -------------------------------------------------------------------------------------- CLASS C Sold 2,068,251 $ 28,190,122 2,083,749 $ 24,228,356 Acquisition-Note 6 -- -- 33,708 453,714 Redeemed (2,092,647) (28,412,505) (1,956,908) (22,260,768) ----------------------------------------------------------- Net increase (decrease) (24,396) $ (222,383) 160,549 $ 2,421,302 =========================================================== - -------------------------------------------------------------------------------------- CLASS N Sold 849,973 $ 12,080,873 680,615 $ 8,317,381 Acquisition-Note 6 -- -- 11,483 160,308 Redeemed (538,064) (7,587,508) (271,906) (3,340,257) ----------------------------------------------------------- Net increase 311,909 $ 4,493,365 420,192 $ 5,137,432 =========================================================== - -------------------------------------------------------------------------------------- CLASS Y Sold 908,690 $ 13,499,650 896,395 $ 11,097,195 Acquisition-Note 6 -- -- 52 743 Redeemed (571,650) (8,278,618) (333,575) (4,296,208) ----------------------------------------------------------- Net increase 337,040 $ 5,221,032 562,872 $ 6,801,730 ===========================================================
36 | OPPENHEIMER MIDCAP FUND - -------------------------------------------------------------------------------- 3. PURCHASES AND SALES OF SECURITIES The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended October 31, 2004, were $1,042,594,551 and $1,040,932,136, respectively. - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.75% of the first $200 million of average annual net assets of the Fund, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $700 million, 0.58% of the next $1 billion, and 0.56% of average annual net assets in excess of $2.5 billion. - -------------------------------------------------------------------------------- ADMINISTRATION SERVICES. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund's tax returns. - -------------------------------------------------------------------------------- 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 October 31, 2004, the Fund paid $3,161,855 to OFS for services to the Fund. Additionally, Class Y shares are subject to minimum fees of $10,000 for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN (12B-1) FEES. Under its General Distributor's Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the Fund's classes of shares. - -------------------------------------------------------------------------------- SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B and Class C shares and 0.25% per year 37 | OPPENHEIMER MIDCAP FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued on Class N shares. The Distributor also receives a service fee of up to 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor's aggregate uncompensated expenses under the plan at October 31, 2004 for Class B, Class C and Class N shares were $16,926,277, $3,719,875 and $376,075, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- SALES CHARGES. Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the table below for the period indicated.
CLASS A CLASS B CLASS C CLASS N CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR - -------------------------------------------------------------------------------------------------- October 31, 2004 $438,751 $15,043 $767,386 $18,618 $12,823
- -------------------------------------------------------------------------------- PAYMENTS AND WAIVERS OF EXPENSES. Following a review of its use of brokerage commissions for sales that is permitted under its investment advisory agreement, the Fund's Manager terminated that practice in July 2003. Subsequently, the Manager paid the Fund $36,160, an amount equivalent to certain of such commissions incurred in prior years. 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 October 31, 2004, OFS waived $404,191, $586,665, $172,572 and $43,674 for Class A, Class B, Class C and Class N shares, respectively. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- 5. ILLIQUID OR RESTRICTED SECURITIES As of October 31, 2004, investments in securities included issues that are illiquid or restricted. Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund will not invest more than 15% of its net assets (determined at the time of purchase and reviewed periodically) in 38 | OPPENHEIMER MIDCAP FUND illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. The aggregate value of illiquid or restricted securities subject to this limitation as of October 31, 2004 was $518,607, which represents 0.05% of the Fund's net assets, all of which are considered restricted. Information concerning restricted securities is as follows:
VALUATION ACQUISITION AS OF UNREALIZED SECURITY DATES COST OCT. 31, 2004 DEPRECIATION - --------------------------------------------------------------------------------------------------------- STOCKS AND/OR WARRANTS Axsun Technologies, Inc., Cv., Series C 12/13/00 $ 8,999,997 $252,802 $8,747,195 Centerpoint Broadband Technologies, Inc., Cv., Series D 10/23/00 5,999,997 -- 5,999,997 ITF Optical Technologies, Inc. 4/7/00 5,000,000 265,805 4,734,195
- -------------------------------------------------------------------------------- 6. ACQUISITION OF OPPENHEIMER SELECT MANAGERS GARTMORE MILLENNIUM GROWTH FUND II On September 4, 2003, the Fund acquired all of the net assets of Oppenheimer Select Managers Gartmore Millennium Growth Fund II, pursuant to an Agreement and Plan of Reorganization approved by the Oppenheimer Select Managers Gartmore Millennium Growth Fund II shareholders on August 29, 2003. The Fund issued (at an exchange ratio of 0.525672 for Class A, 0.537854 for Class B, 0.538216 for Class C, 0.524906 for Class N and 0.515156 for Class Y of the Fund to one share of Oppenheimer MidCap Fund 317,478; 38,399; 33,708; 11,483 and 52 shares of beneficial interest for Class A, Class B, Class C, Class N and Class Y, respectively, valued at $4,460,569, $517,234, $453,714, $160,308 and $743 in exchange for the net assets, resulting in combined Class A net assets of 430,352,457, Class B net assets of $328,027,097, Class C net assets of $102,832,057, Class N net assets of $15,671,309 and Class Y net assets of $16,967,112 on September 4, 2003. The net assets acquired included net unrealized appreciation of $858,837 and an unused capital loss carryforward of $1,913,251, potential utilization subject to tax limitations. The exchange qualified as a tax-free reorganization for federal income tax purposes. - -------------------------------------------------------------------------------- 7. LITIGATION Six complaints have been filed as putative derivative and class actions against the Manager, OFS and the Distributor (collectively, "OppenheimerFunds"), as well as 51 of the Oppenheimer funds (collectively, the "Funds") including this Fund, and nine Directors/Trustees of certain of the Funds other than this Fund (collectively, the "Directors/Trustees"). The complaints allege that the Manager charged excessive fees for distribution and other costs, improperly used assets of the Funds in the form of directed brokerage commissions and 12b-1 fees to pay brokers to promote sales of the Funds, and failed to properly disclose the use of Fund assets to make those payments in violation of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The complaints further allege that by permitting and/or participating in those actions, the Directors/Trustees breached their fiduciary duties to Fund shareholders under the 39 | OPPENHEIMER MIDCAP FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 7. LITIGATION Continued Investment Company Act of 1940 and at common law. By order dated October 27, 2004, these six actions, and future related actions, were consolidated by the U.S. District Court for the Southern District of New York into a single consolidated proceeding in contemplation of the filing of a superseding consolidated and amended complaint. OppenheimerFunds believes that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them, the Funds or the Directors/Trustees and that no estimate can yet be made with any degree of certainty as to the amount or range of any potential loss. However, OppenheimerFunds, the Funds and the Directors/Trustees believe that the allegations contained in the complaints are without merit and intend to defend these lawsuits vigorously. 40 | OPPENHEIMER MIDCAP FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER MIDCAP FUND: We have audited the accompanying statement of assets and liabilities of Oppenheimer MidCap Fund, including the statement of investments, as of October 31, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the 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 October 31, 2004, by correspondence with the custodian. 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 MidCap Fund as of October 31, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. KPMG LLP Denver, Colorado December 16, 2004 41 | OPPENHEIMER MIDCAP FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2005, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2004. 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. - -------------------------------------------------------------------------------- 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 new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) 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 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. 42 | OPPENHEIMER MIDCAP FUND TRUSTEES AND OFFICERS Unaudited - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------- NAME, POSITION(S) HELD WITH PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS; OTHER TRUSTEESHIPS/DIRECTORSHIPS HELD FUND, LENGTH OF SERVICE, AGE BY TRUSTEE; NUMBER OF PORTFOLIOS IN FUND COMPLEX CURRENTLY OVERSEEN BY TRUSTEE INDEPENDENT THE ADDRESS OF EACH TRUSTEE IN THE CHART BELOW IS 6803 S. TUCSON WAY, CENTENNIAL, TRUSTEES CO 80112-3924. EACH TRUSTEE SERVES FOR AN INDEFINITE TERM, UNTIL HIS RESIGNATION, RETIREMENT, DEATH OR REMOVAL. THOMAS W. COURTNEY, Principal of Courtney Associates, Inc. (venture capital firm); former General Chairman of the Board Partner of Trivest Venture Fund (private venture capital fund); former President of Trustees, Trustee of Investment Counseling Federated Investors, Inc.; Trustee of the following (since 1997) open-end investment companies: Cash Assets Trust, PIMCO ADVISORS VIT, Tax Age: 71 Free Trust of Arizona and 4 funds for the Hawaiian Tax Free Trust. Oversees 11 portfolios in the OppenheimerFunds complex. PAUL Y. CLINTON, Principal of Clinton Management Associates, a financial and venture capital Trustee (since 1997) consulting firm; Trustee of the following open-end investment companies: Trustee of Age: 73 Capital Cash Management Trust, Prime Cash Fund, PIMCO ADVISORS VIT and Narragansett Insured Tax-Free Income Fund. Formerly a director of OCC Cash Reserves, Inc. (open-end investment company) (1989-December 2002). Oversees 11 portfolios in the OppenheimerFunds complex. ROBERT G. GALLI, A trustee or director of other Oppenheimer funds. Oversees 35 portfolios in the Trustee (since 1998) OppenheimerFunds complex. Age: 71 LACY B. HERRMANN, Chairman and Chief Executive Officer of Aquila Management Corporation, Trustee (since 1997) the sponsoring organization and manager, administrator and/or sub-adviser to Age: 75 the following open-end investment companies, and Chairman of the Board of Trustees and President of each: Churchill Cash Reserves Trust, Aquila-Cascadia Equity Fund, Cash Assets Trust, Prime Cash Fund, Narragansett Insured Tax-Free Income Fund, Tax-Free Fund For Utah, Churchill Tax-Free Fund of Kentucky, Tax- Free Fund of Colorado, Tax-Free Trust of Oregon, Tax-Free Trust of Arizona, and Aquila Rocky Mountain Equity Fund and PIMCO ADVISORS VIT; Vice President, Director, Secretary, and formerly Treasurer of Aquila Distributors, Inc., distributor of the above funds; President and Chairman of the Board of Trustees of Capital Cash Management Trust ("CCMT"), and an Officer and Trustee/Director of its predecessors; President and Director of STCM Management Company, Inc., sponsor and adviser to CCMT; Chairman, President and a Director of InCap Management Corporation, formerly sub-adviser and administrator of Prime Cash Fund and Short Term Asset Reserves; Trustee Emeritus of Brown University. Formerly Chairman of the Board of Trustees and President of Hawaiian Tax-Free Trust. Oversees 11 portfolios in the OppenheimerFunds complex. BRIAN WRUBLE, General Partner (since September 1995) of Odyssey Partners, L.P. (hedge funds Trustee (since 2001) in distribution since 1/1/97); Director (since September 2004) of Special Value Age: 61 Opportunities Fund, LLC; Investment Advisory Board (since October 2004) of Zurich Financial Services; Board of Governing Trustees (since August 1990) of The Jackson Laboratory (genetics laboratory, non profit); Trustee (since May 1992) of Institute for Advanced Study (educational institute); Formerly Special Limited Partner (1999-2004) and Managing Principal (through December 1998) of Odyssey Investment Partners, LLC (private equity investment); Trustee (2000- 2002) of Research Foundation of AIMR (investment research, non-profit); Governor, Jerome Levy Economics Institute of Bard College (economics research) (August 1990-September 2001); Director of Ray & Berendtson, Inc. (executive search firm) (May 2000-April 2002). Oversees 10 portfolios in the OppenheimerFunds complex.
43 | OPPENHEIMER MIDCAP FUND TRUSTEES AND OFFICERS Unaudited / Continued - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------- OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MESSRS. MURPHY, O'HARE, AND ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, 11TH FLOOR, NEW YORK, NY 10281-1008, AND FOR MR. WIXTED AND MR. VANDEHEY, 6803 S. TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH OFFICER SERVES FOR AN INDEFINITE TERM OR UNTIL HIS EARLIER RESIGNATION, DEATH OR REMOVAL. JOHN V. MURPHY, Chairman, Chief Executive Officer and director (since June 2001) and President President (since 2001) (since September 2000) of the Manager; President and a director or trustee Age: 55 of other Oppenheimer funds; President and a director (since July 2001) of Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of Babson Capital Management LLC); a member of the Investment Company Institute's Board of Governors (elected to serve from October 3, 2003 through September 30, 2006). Formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 63 portfolios as Trustee/Director and 21 additional portfolios as Officer in the OppenheimerFunds complex. JOHN O'HARE, Vice President of the Manager since September 2003; an officer of 2 portfolios Vice President and Portfolio in the OppenheimerFunds complex. Formerly Executive Vice President and Manager (since 2003) Portfolio Manager (June 2000 - August 2003) and Portfolio Manager and Senior Age: 46 Vice President (August 1997 - June 2000) at Geneva Capital Management, Ltd. (an investment advisor). Mr. O'Hare holds a BBA in Finance and Economics from the University of Wisconsin and is a Chartered Financial Analyst. BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since 1999) Treasurer of HarbourView Asset Management Corporation, Shareholder Financial Age: 45 Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management, Inc. (since November 2000), and of OppenheimerFunds Legacy Program (a Colorado non-profit corporation) (since June 2003); Treasurer and Chief Financial Officer (since May 2000) of OFI Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. Formerly Assistant Treasurer of Centennial Asset
44 | OPPENHEIMER MIDCAP FUND BRIAN W. WIXTED, Management Corporation (March 1999-October 2003) and OppenheimerFunds Continued Legacy Program (April 2000-June 2003); Principal and Chief Operating Officer (March 1995-March 1999) at Bankers Trust Company-Mutual Fund Services Division. An officer of 84 portfolios in the OppenheimerFunds complex. ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since Secretary (since 2001) February 2002) of the Manager; General Counsel and a director (since November Age: 56 2001) of the Distributor; General Counsel (since November 2001) of Centennial Asset Management Corporation; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Secretary and General Counsel (since November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a director (since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and a director (since November 2001) of Oppenheimer Partnership Holdings, Inc.; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments, Inc. and OFI Trust Company; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Senior Vice President and General Counsel (since November 2001) of OFI Institutional Asset Management, Inc.; a director (since June 2003) of OppenheimerFunds (Asia) Limited. Formerly Senior Vice President (May 1985-December 2003), Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985- November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); and OppenheimerFunds International Ltd. (October 1997-November 2001). An officer of 84 portfolios in the OppenheimerFunds complex. MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer (since March 2004) of the Vice President and Manager; Vice President (since June 1983) of OppenheimerFunds Distributor, Chief Compliance Officer Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since 2004) Formerly (until February 2004) Vice President and Director of Internal Audit of Age: 54 the Manager. An officer of 84 portfolios in the OppenheimerFunds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S TRUSTEES AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST, BY CALLING 1.800.525.7048. 45 | OPPENHEIMER MIDCAP FUND ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the registrant has determined that the registrant does not have an audit committee financial expert serving on its Audit Committee. In this regard, no member of the Audit Committee was identified as having all of the technical attributes identified in Instruction 2(b) to Item 3 of Form N-CSR to qualify as an "audit committee financial expert," whether through the type of specialized education or experience described in that Instruction. The Board has concluded that while the members of the Audit Committee collectively have the necessary attributes and experience required to serve effectively as an Audit Committee, no single member possesses all of the required technical attributes through the particular methods of education or experience set forth in the Instructions to be designated as an audit committee financial expert. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES (a) Audit Fees The principal accountant for the audit of the registrant's annual financial statements billed $15,000 in fiscal 2004 and $15,000 in fiscal 2003. (b) Audit-Related Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees in fiscal 2004 and $6,500 in fiscal 2003. The principal accountant for the audit of the registrant's annual financial statements billed $39,500 in fiscal 2004 and no such fees in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees include, among others: due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions and internal control reviews. (c) Tax Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $6,000 in fiscal 2004 and $5,000 in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees include, among others: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities. (d) All Other Fees The principal accountant for the audit of the registrant's annual financial statements billed $103 in fiscal 2004 and $121 in fiscal 2003. The principal accountant for the audit of the registrant's annual financial statements billed no such fees during the last two fiscal years to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees include the cost to the principal accountant of attending audit committee meetings. (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. Pre-approval of non-audit services is 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 $45,603 in fiscal 2004 and $11,621 in fiscal 2003 to the registrant and the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934. (h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered. ITEM 5. NOT APPLICABLE ITEM 6. SCHEDULE OF INVESTMENTS Not applicable ITEM 7. NOT APPLICABLE ITEM 8. NOT APPLICABLE ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Board is responsible for approving nominees for election as trustees. To assist in this task, the Board has designated the Audit Committee as the nominating committee for the Board. It reviews and recommends nominees to the Board. The Committee is comprised entirely of disinterested trustees as defined in Section 2(a)(19) of the Investment Company Act of 1940. The Audit Committee charter describes the responsibilities of the Committee in nominating candidates for election as independent Trustees of the Registrant. The Registrant's Board has adopted a written charter for the Committee. A current copy of the Audit Committee charter is available to shareholders on the OppenheimerFunds website at WWW.OPPENHEIMERFUNDS.COM. Under the current policy, if the Board determines that a vacancy exists or is likely to exist on the Board, the Audit Committee of the Board will consider candidates for Board membership including recommended by Registrant shareholders. The Audit Committee will consider nominees recommended by independent Board members or recommended by any other Board members including Board members affiliated with the Registrant's investment advisors. The Committee may, upon Board approval, retain an executive search firm to assist in screening potential candidates. Upon Board approval, the Audit Committee may also use the services of legal, financial, or other external counsel that it deems necessary or desirable in the screening process. Shareholders wishing to submit a nominee for election to the Board may do so by mailing their submission to the offices of OppenheimerFunds, Inc., 6803 South Tucson Way, Centennial, CO 80112, to the attention of the Board of Trustees of the named Registrant, c/o the Secretary of the Registrant. The Committee's process for identifying and evaluating nominees for trustees includes a number of factors. In screening candidates for board membership, whether the candidate is suggested by Board members, shareholders or others, the Committee considers the candidate's professional experience, soundness of judgment, integrity, ability to make independent, analytical inquiries, collegiality, willingness and ability to devote the time required to perform Board activities adequately, ability to represent the interests of all shareholders of the Registrant, and diversity relative to the board's composition. Candidates are expected to provide a mix of attributes, experience, perspective and skills necessary to effectively advance the interests of shareholders. ITEM 10. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of October 31, 2004, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT)(NOT APPLICABLE TO SEMIANNUAL REPORTS) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CODE 2 ra745_11983ex99code-eth.txt RA745_11983EX99CODE-ETH.TXT EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A. 1 1. PURPOSE OF THE CODE This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. - -------- 1. The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. PROHIBITIONS The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. REPORTS OF CONFLICTS OF INTERESTS If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. WAIVERS Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. REPORTING REQUIREMENTS (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules. 2 6. ANNUAL RENEWAL At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. SANCTIONS Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. ADMINISTRATION AND CONSTRUCTION (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator - --------- 2. An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. REQUIRED RECORDS The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. AMENDMENTS AND MODIFICATIONS This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. CONFIDENTIALITY. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK - ------------------ Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS EACH OPPENHEIMER OR CENTENNIAL FUND Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer PERSONNEL OF OFI WHO BY VIRTUE OF THEIR JOBS PERFORM CRITICAL FINANCIAL AND ACCOUNTING FUNCTIONS FOR OFI ON BEHALF OF A FUND, INCLUDING: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting EX-99.CERT 3 ra745_11983ex99cert.txt RA745_11983EX99CERT.TXT Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, JOHN V. MURPHY, certify that: 1. I have reviewed this report on Form N-CSR of Oppenheimer MidCap Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 12/16/04 /S/ John V. Murphy ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, BRIAN W. WIXTED, certify that: 1. I have reviewed this report on Form N-CSR of Oppenheimer MidCap Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 12/16/04 /S/ Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 4 ra745_11983ex99-906cert.txt RA745_11983EX99-906CERT.TXT EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 JOHN V. MURPHY, Chief Executive Officer, and BRIAN W. WIXTED, Chief Financial Officer, of Oppenheimer MidCap Fund (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended October 31, 2004 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer MidCap Fund Oppenheimer MidCap Fund /S/ John V. Murphy /S/ Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 12/16/04 Date: 12/16/04 -----END PRIVACY-ENHANCED MESSAGE-----