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N-CSRS 1 d530558dncsrs.htm OPPENHEIMER SMALL- & MID-CAP GROWTH FUND <![CDATA[Oppenheimer Small- & Mid-Cap Growth Fund]]>

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 811-10071

Oppenheimer Small- & Mid-Cap Growth Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, 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: 4/30/2013

Item 1. Reports to Stockholders.

LOGO

Table of Contents


Fund Performance Discussion			3
Top Holdings and Allocations			6
Fund Expenses			9
Statement of Investments			11
Statement of Assets and Liabilities			14
Statement of Operations			16
Statements of Changes in Net Assets			17
Financial Highlights			18
Notes to Financial Statements			24
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments			36
Trustees and Officers			37
Privacy Policy Notice			38

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/13


	Class A Shares of the Fund*
	Without Sales Charge	With Sales Charge	Russell Midcap Growth Index	Russell 2500 Growth Index	Russell 2000 Growth Index
6-Month	10.33%	3.99%	17.75%	16.79%	16.60%

1-Year	6.50	0.38	14.42	15.08	15.67

5-Year	5.93	4.68	6.79	7.83	7.81

10-Year	10.03	9.38	10.96	11.30	10.53

*On June 28, 2013, the Fund will change its name to Oppenheimer Discovery Mid Cap Growth Fund

2 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 10.33%, underperforming the Russell 2500 Growth Index and the Russell Midcap Growth Index, which returned 16.79% and 17.75%, respectively. The Fund received a negative contribution to return from select holdings in the consumer staples sector. All other sectors performed positively on an absolute basis, primarily industrials and information technology.

MARKET OVERVIEW

In the weeks prior to the start of the reporting period, central banks in the United States and Europe announced new accommodative policy measures intended to promote market liquidity and stimulate greater economic growth. In September 2012, the U.S. Federal Reserve (the “Fed”) embarked on a new round of open-ended quantitative easing involving monthly purchases of $40 billion of mortgage-backed securities issued by U.S. government agencies, also known as “QE3”. During the period, the Fed increased its monthly purchases to $85 billion. Meanwhile, the head of the European Central Bank (the “ECB”) had reassured investors that his institution was committed to supporting the Eurozone, and the ECB signaled its conditional intention to purchase massive amounts of debt from troubled members of the European Union. Even in Japan, which had been mired in economic weakness for years, new government leadership adopted economic policies and the central bank announced a massive quantitative easing program.

Investors reacted positively to these measures, and while uncertainty over the outcome of the U.S. presidential election resulted in some market volatility in early November, equity markets turned positive later in the month and rallied for the remainder of the period. In the U.S., the housing market continued to improve, further improving investor sentiment, and Gross Domestic Product (“GDP”) maintained a moderate rate of growth. These developments helped markets shrug off numerous domestic concerns this period, including the fiscal cliff and the sequestration.

FUND REVIEW

During the period, the strongest performing holdings of the Fund were LinkedIn Corp. and Kansas City Southern. LinkedIn, the largest professional networking website, rallied strongly after announcing strong growth and profitability over its fourth quarter. Kansas City Southern, an operator of a Class 1 railroad in North America, reported solid fourth quarter results and benefited from the potential construction of

3 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

crude and chemical offloading and storage at its Port Arthur, Texas location, which would provide substantially more upside to the company’s rail business.

Also benefiting the Fund’s performance were Cabot Oil & Gas Corp., NetSuite, Inc. and Affiliated Managers Group, Inc. Cabot Oil & Gas is an oil and gas company focused on producing natural gas in the Marcellus shale. The company reported strong production growth during the period and its stock also benefited from an increase in natural gas prices. NetSuite provides software that automates operations and streamlines processes in the areas of accounting, customer relationship management, e-commerce, enterprise resource planning and inventory. The company’s stock reached an all-time high during the period, after reporting fourth quarter earnings that beat analysts’ expectations. Affiliated Managers is an asset management company providing investment management services to mutual funds, institutional clients, and high net worth individuals in the United States. The company announced strong revenue and assets under management growth this period, helping its stock price to rally.

While individual detractors from performance were limited in the market rally, the most significant were Teradata Corp., The Fresh Market, Inc. and Rackspace Hosting, Inc. Teradata, a provider

of data analytics solutions, posted weak third quarter results, missing revenue and license expectations for the first time in three years due to macroeconomic conditions. The Fresh Market is a specialty retailer that released weak earnings results, which hampered its stock. Rackspace, a leading provider of information technology hosting services, reported fourth quarter revenue that trailed analysts’ estimates. This fueled concern that the company’s growth may be slow. We exited our positions in all three stocks during the period.

STRATEGY & OUTLOOK

The macroeconomic environment is characterized by modest GDP expansion, slow profit growth, very low interest rates and continued fiscal policy uncertainty out of Washington. We believe that this is an environment that favors growth companies and we are optimistic regarding the Fund’s investment strategy. Our focus on well-established, higher quality growth companies has the potential to provide both upside participation and a degree of downside protection over the long term.

4 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

Effective June 28, 2013, the Fund will change its name to Oppenheimer Discovery Mid Cap Growth Fund. The new name more closely reflects the Fund’s investment focus in the mid-cap space. There will be no change to the Fund’s investment objective, and we will continue to seek high-quality companies with leading market positions and sustainable competitive advantages that are generating above-average growth.

LOGO

Ronald J. Zibelli, Jr., CFA

Portfolio Manager

5 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS



LinkedIn Corp., Cl. A			2.2%

Kansas City Southern			2.1

Affiliated Managers Group, Inc.			2.1

SBA Communications Corp., Cl. A			2.1

AMETEK, Inc.			1.9

TransDigm Group, Inc.			1.9

Tractor Supply Co.			1.8

Cooper Cos., Inc. (The)			1.8

Actavis, Inc.			1.8

Taylor Morrison Home Corp., Cl. A			1.7

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN COMMON STOCK INDUSTRIES



Software			9.4%

Specialty Retail			6.0

Health Care Providers & Services			5.5

Internet Software & Services			4.9

Aerospace & Defense			4.3

Oil, Gas & Consumable Fuels			4.1

Machinery			3.7

Electrical Equipment			3.3

Health Care Equipment & Supplies			3.2

Road & Rail			3.1

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets.

SECTOR ALLOCATION

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on the total market value of common stocks.

6 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/13


	Inception Date		6-Month			1-Year		5-Year		10-Year
Class A (OEGAX)		11/1/00		10.33%			6.50%		5.93%		10.03%
Class B (OEGBX)		11/1/00		9.76%			5.62%		5.08%		9.50%
Class C (OEGCX)		11/1/00		9.88%			5.67%		5.13%		9.17%
Class I (OEGIX)		2/28/13		2.99%	*		N/A		N/A		N/A
Class N (OEGNX)		3/1/01		10.17%			6.13%		5.65%		9.73%
Class Y (OEGYX)		11/1/00		10.52%			6.95%		6.51%		10.65%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/13


	Inception Date		6-Month			1-Year		5-Year		10-Year
Class A (OEGAX)		11/1/00		3.99%			0.38%		4.68%		9.38%
Class B (OEGBX)		11/1/00		4.76%			0.62%		4.75%		9.50%
Class C (OEGCX)		11/1/00		8.88%			4.67%		5.13%		9.17%
Class I (OEGIX)		2/28/13		2.99%	*		N/A		N/A		N/A
Class N (OEGNX)		3/1/01		9.17%			5.13%		5.65%		9.73%
Class Y (OEGYX)		11/1/00		10.52%			6.95%		6.51%		10.65%

*Shows performance since inception.

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. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). 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 deferred sales charge of 1% for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. There is no sales charge for Class I and Y shares. Returns for periods of less than one year are cumulative and not annualized.

The Fund’s performance is compared to the performance of the Russell Midcap Growth Index, the Russell 2500 Growth Index and the Russell 2000 Growth Index. The Russell Midcap Growth Index measures the performance of the mid-cap growth segment of the U.S. equity universe. It includes those Russell Midcap Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2500 Growth Index measures the performance of the small to mid-cap growth segment of the U.S. equity universe. It includes those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth

7 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

values. The Russell 2000 Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. Indices are unmanaged and cannot be purchased by investors. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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. or its affiliates.

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.CALL OPP (225.5677). Read prospectuses and summary prospectuses carefully before investing.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

8 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

Fund Expenses

Fund Expenses. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended April 30, 2013.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section 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 first section 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 second section of the table provides 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 for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is 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.

9 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND


Actual	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses Paid During 6 Months Ended April 30, 2013^1,2

Class A	$	1,000.00	$	1,103.30	$	7.59

Class B		1,000.00		1,097.60		12.45

Class C		1,000.00		1,098.80		11.67

Class I		1,000.00		1,029.90		1.48

Class N		1,000.00		1,101.70		9.21

Class Y		1,000.00		1,105.20		5.34

Hypothetical
(5% return before expenses)

Class A		1,000.00		1,017.60		7.28

Class B		1,000.00		1,012.99		11.95

Class C		1,000.00		1,013.74		11.20

Class I		1,000.00		1,020.53		4.32

Class N		1,000.00		1,016.07		8.84

Class Y		1,000.00		1,019.74		5.12

1. Actual expenses paid for Classes A, B, C, N and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 62/365 to reflect the period from February 28, 2013 (inception of offering) to April 30, 2013.

2. Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2013 for Classes A, B, C, N and Y and for the period from February 28, 2013 (inception of offering) to April 30, 2013 for Class I are as follows:


Class	Expense Ratios

Class A		1.45%

Class B		2.38

Class C		2.23

Class I		0.86

Class N		1.76

Class Y		1.02

The expense ratios reflect voluntary waivers and/or reimbursements of expenses by the Fund’s Manager and Transfer Agent. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

10 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

STATEMENT OF INVESTMENTS April 30, 2013 / (Unaudited)


	Shares		Value

Common Stocks—98.6%

Consumer Discretionary—17.8%

Distributors—1.2%
LKQ Corp.¹		180,180	$	4,338,734

Hotels, Restaurants & Leisure—2.6%
Dunkin’ Brands Group, Inc.		93,570		3,631,452

Norwegian Cruise Line Holdings Ltd.¹		31,380		973,094

Panera Bread Co., Cl. A¹		26,500		4,696,595

				9,301,141

Household Durables—2.7%
Lennar Corp., Cl. A		120,650		4,973,193

Toll Brothers, Inc.¹		101,430		3,480,063

Whirlpool Corp.		15,940		1,821,623

				10,274,879

Internet & Catalog Retail—0.6%
HomeAway, Inc.¹		76,110		2,325,161

Leisure Equipment & Products—0.5%
Polaris Industries, Inc.		22,760		1,961,684

Media—1.3%
AMC Networks, Inc., Cl. A¹		28,730		1,810,277

Lions Gate Entertainment Corp.¹		121,920		3,024,835

				4,835,112

Specialty Retail—6.0%
Dick’s Sporting Goods, Inc.		36,530		1,757,093

Foot Locker, Inc.		56,870		1,983,057

GNC Holdings, Inc., Cl. A		64,400		2,919,252

O’Reilly Automotive, Inc.¹		17,690		1,898,491

Penske Automotive Group, Inc.		30,580		945,534

Tractor Supply Co.		62,590		6,707,770

Ulta Salon, Cosmetics & Fragrance, Inc.¹		35,420		3,104,563

Urban Outfitters, Inc.¹		67,770		2,808,389

				22,124,149

Textiles, Apparel & Luxury Goods—2.9%
Michael Kors Holdings Ltd.¹		69,700		3,968,718

PVH Corp.		17,780		2,051,990

Under Armour, Inc., Cl. A¹		74,680		4,262,734

				10,283,442


	Shares		Value

Consumer Staples—4.6%

Beverages—0.5%
Constellation Brands, Inc., Cl. A¹		38,100	$	1,880,235

Food & Staples Retailing—1.6%
Whole Foods Market, Inc.		65,270		5,764,646

Food Products—1.1%
Hormel Foods Corp.		44,640		1,842,293

Mead Johnson Nutrition Co.		29,340		2,379,181

				4,221,474

Household Products—0.5%
Church & Dwight Co., Inc.		28,870		1,844,504

Personal Products—0.9%
Estee Lauder Cos., Inc. (The), Cl. A		46,500		3,224,775

Energy—6.8%

Energy Equipment & Services—2.7%
Atwood Oceanics, Inc.¹		59,710		2,928,775

Dresser-Rand Group, Inc.¹		34,420		1,914,096

Oceaneering International, Inc.		75,210		5,277,486

				10,120,357

Oil, Gas & Consumable Fuels—4.1%
Cabot Oil & Gas Corp.		76,340		5,194,937

Concho Resources, Inc.¹		44,040		3,793,165

Gulfport Energy Corp.¹		40,330		2,104,823

Oasis Petroleum, Inc.¹		120,850		4,136,696

				15,229,621

Financials—8.2%

Capital Markets—2.7%
Affiliated Managers Group, Inc.¹		49,470		7,701,490

Raymond James Financial, Inc.		53,270		2,206,443

				9,907,933

Commercial Banks—1.8%
First Republic Bank		92,870		3,527,203

Signature Bank¹		41,530		2,973,963

				6,501,166

Insurance—1.2%
ProAssurance Corp.		90,280		4,422,817

11 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

STATEMENT OF INVESTMENTS (Unaudited) / Continued


	Shares		Value

Real Estate Investment Trusts (REITs)—0.8%
Ryman Hospitality Properties		65,010	$	2,890,344

Real Estate Management & Development—1.3%
Jones Lang LaSalle, Inc.		24,690		2,444,804

Realogy Holdings Corp.¹		48,680		2,336,640

				4,781,444

Thrifts & Mortgage Finance—0.4%
Ocwen Financial Corp.¹		42,620		1,559,040

Health Care—16.0%

Biotechnology—2.9%
Alexion Pharmaceuticals, Inc.¹		35,420		3,471,160

BioMarin Pharmaceutical, Inc.¹		23,050		1,512,080

Medivation, Inc.¹		40,140		2,115,779

Onyx Pharmaceuticals, Inc.¹		37,390		3,544,572

				10,643,591

Health Care Equipment & Supplies—3.2%
Cooper Cos., Inc. (The)		60,730		6,704,592

Sirona Dental Systems, Inc.¹		72,810		5,354,447

				12,059,039

Health Care Providers & Services—5.5%
Catamaran Corp.¹		67,488		3,896,082

DaVita HealthCare Partners, Inc.¹		26,020		3,087,273

Taylor Morrison Home Corp., Cl. A¹		247,060		6,369,207

Team Health Holdings, Inc.¹		70,370		2,623,394

Universal Health Services, Inc., Cl. B		46,340		3,085,781

WellCare Health Plans, Inc.¹		28,390		1,655,421

				20,717,158

Health Care Technology—1.4%
Cerner Corp.¹		51,960		5,028,169

Life Sciences Tools & Services—0.8%
Covance, Inc.¹		25,080		1,869,965

PerkinElmer, Inc.		33,490		1,026,468

				2,896,433

Pharmaceuticals—2.2%
Actavis, Inc.¹		63,210		6,683,193

Zoetis, Inc.		49,190		1,624,254

				8,307,447


	Shares		Value

Industrials—18.0%

Aerospace & Defense—4.3%
B/E Aerospace, Inc.¹		79,850	$	5,009,789

Hexcel Corp.¹		127,120		3,877,160

TransDigm Group, Inc.		47,430		6,962,724

				15,849,673

Building Products—1.3%
Fortune Brands Home & Security, Inc.¹		130,800		4,759,812

Commercial Services & Supplies—0.8%
Stericycle, Inc.¹		28,500		3,087,120

Electrical Equipment—3.3%
AMETEK, Inc.		171,642		6,987,546

Roper Industries, Inc.		41,850		5,007,353

				11,994,899

Machinery—3.7%
Graco, Inc.		32,700		1,979,331

Nordson Corp.		42,450		2,949,850

Pentair Ltd.		36,550		1,986,493

Terex Corp.¹		80,430		2,300,298

Wabtec Corp.		44,340		4,653,040

				13,869,012

Road & Rail—3.1%
Hertz Global Holdings, Inc.¹		79,240		1,908,099

Kansas City Southern		72,260		7,881,398

Ryder System, Inc.		31,340		1,819,914

				11,609,411

Trading Companies & Distributors—1.5%
United Rentals, Inc.¹		109,040		5,736,594

Information Technology—21.0%

Communications Equipment—0.7%
Aruba Networks, Inc.¹		118,690		2,669,338

Electronic Equipment, Instruments, & Components—1.4%
IPG Photonics Corp.		33,460		2,130,733

Trimble Navigation Ltd.¹		98,650		2,835,201

				4,965,934

Internet Software & Services—4.9%
CoStar Group, Inc.¹		40,500		4,390,605

Equinix, Inc.¹		26,400		5,652,240

LinkedIn Corp., Cl. A¹		42,480		8,159,983

				18,202,828

IT Services—2.3%

Alliance Data Systems Corp.¹		20,330		3,492,084

Gartner, Inc.¹		36,640		2,119,624

12 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND


	Shares		Value

IT Services (Continued)
MAXIMUS, Inc.		38,510	$	3,068,862

				8,680,570

Semiconductors & Semiconductor Equipment—2.3%
Cavium, Inc.¹		91,000		2,861,950

KLA-Tencor Corp.		32,970		1,788,622

Microchip Technology, Inc.		51,020		1,858,148

NXP Semiconductors NV¹		68,460		1,886,073

				8,394,793

Software—9.4%
Aspen Technology, Inc.¹		124,460		3,793,541

CommVault Systems, Inc.¹		61,320		4,509,473

Concur Technologies, Inc.¹		29,240		2,137,736

Informatica Corp.¹		86,460		2,847,128

NetSuite, Inc.¹		66,920		5,886,283

Red Hat, Inc.¹		54,740		2,623,688

ServiceNow, Inc.¹		90,320		3,699,507

SolarWinds, Inc.¹		55,490		2,821,667

Splunk, Inc.¹		76,090		3,104,472

Ultimate Software Group, Inc. (The)¹		29,410		2,840,712

Workday, Inc., Cl. A¹		8,460		530,019

				34,794,226

Materials—4.1%

Chemicals—2.2%
CF Industries Holdings, Inc.		14,670		2,736,102


	Shares			Value

Chemicals (Continued)
Cytec Industries, Inc.		37,770		$	2,751,922

Westlake Chemical Corp.		34,590			2,875,813

					8,363,837

Construction Materials—1.1%
Eagle Materials, Inc.		58,700			3,976,925

Containers & Packaging—0.8%
Rock-Tenn Co., Cl. A		29,020			2,906,063


Telecommunication Services—2.1%

Wireless Telecommunication Services—2.1%
SBA Communications Corp., Cl. A¹		97,420			7,695,206

Total Common Stock
(Cost $271,715,348)					365,000,736


Investment Company—3.6%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.12%^2,3
(Cost $13,193,390)		13,193,390			13,193,390

Total Investments,at Value
(Cost $284,908,738)		102.2	%		378,194,126

Liabilities in Excess of Other Assets		(2.2	)		(8,094,790)

Net Assets		100.0	%	$	370,099,336

Footnotes to Statement of Investments

1. Non-income producing security.

2. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended April 30, 2013, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares October 31, 2012		Gross Additions		Gross Reductions		Shares April 30, 2013

Oppenheimer Institutional Money Market Fund, Cl. E		13,458,519		100,075,081		100,340,210		13,193,390

					Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E					$	13,193,390	$	8,235

3. Rate shown is the 7-day yield as of April 30, 2013.

See accompanying Notes to Financial Statements.

13 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

STATEMENT OF

ASSETS AND LIABILITIES April 30, 2013 / (Unaudited)



Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $271,715,348)	$	365,000,736
Affiliated companies (cost $13,193,390)		13,193,390

		378,194,126

Cash		329

Receivables and other assets:
Investments sold		4,255,537
Shares of beneficial interest sold		441,402
Dividends		60,184
Other		26,261

Total assets		382,977,839


Liabilities
Payables and other liabilities:
Investments purchased		11,750,603
Shares of beneficial interest redeemed		918,739
Transfer and shareholder servicing agent fees		89,031
Distribution and service plan fees		67,629
Trustees’ compensation		21,628
Shareholder communications		17,741
Other		13,132

Total liabilities		12,878,503


Net Assets	$	370,099,336



Composition of Net Assets
Par value of shares of beneficial interest	$	25,625

Additional paid-in capital		290,872,538

Accumulated net investment loss		(3,736,423)

Accumulated net realized loss on investments		(10,347,792)

Net unrealized appreciation on investments		93,285,388

Net Assets	$	370,099,336

14 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $242,088,908 and 16,421,675 shares of beneficial interest outstanding)			$14.74
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)			$15.64

Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $17,726,513 and 1,346,936 shares of beneficial interest outstanding)			$13.16

Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $59,442,908 and 4,494,518 shares of beneficial interest outstanding)			$13.23

Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $11,494,561 and 724,164 shares of beneficial interest outstanding)			$15.87

Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $21,087,039 and 1,485,986 shares of beneficial interest outstanding)			$14.19

Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $18,259,407 and 1,151,322 shares of beneficial interest outstanding)			$15.86

See accompanying Notes to Financial Statements.

15 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

STATEMENT OF

OPERATIONS For the Six Months Ended March 28, 2013 / (Unaudited)



Investment Income
Dividends:
Unaffiliated companies	$	1,486,949
Affiliated companies		8,235

Interest		88

Total investment income		1,495,272


Expenses
Management fees		1,533,031

Distribution and service plan fees:
Class A		271,319
Class B		88,463
Class C		278,600
Class N		47,689

Transfer and shareholder servicing agent fees:
Class A		360,859
Class B		53,989
Class C		93,174
Class I		114
Class N		35,607
Class Y		19,275

Shareholder communications:
Class A		20,245
Class B		4,378
Class C		5,436
Class N		1,398
Class Y		571

Trustees’ compensation		4,082

Custodian fees and expenses		3,218

Other		12,735

Total expenses		2,834,183
Less waivers and reimbursements of expenses		(47,113)

Net expenses		2,787,070


Net Investment Loss		(1,291,798)


Realized and Unrealized Gain
Net realized gain on investments from unaffiliated companies		11,341,401

Net change in unrealized appreciation/depreciation on investments		24,133,491


Net Increase in Net Assets Resulting from Operations	$	34,183,094

See accompanying Notes to Financial Statements.

16 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		STATEMENTS OF CHANGES IN NET ASSETS


	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012

Operations
Net investment loss	$	(1,291,798)	$	(2,925,973)

Net realized gain		11,341,401		4,284,313

Net change in unrealized appreciation/depreciation		24,133,491		21,762,273

Net increase in net assets resulting from operations		34,183,094		23,120,613


Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		6,546,748		51,496,615
Class B		(2,469,748)		979,856
Class C		1,691,674		8,135,268
Class I		11,071,100		—
Class N		1,762,330		192,514
Class Y		(18,704,541)		14,781,855

		(102,437)		75,586,108


Net Assets
Total increase		34,080,657		98,706,721

Beginning of period		336,018,679		237,311,958

End of period (including accumulated net investment loss of $3,736,423 and $2,444,625, respectively)	$	370,099,336	$	336,018,679

See accompanying Notes to Financial Statements.

17 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		FINANCIAL HIGHLIGHTS


Class A	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 2010¹		Year Ended October 31, 2009		Year Ended October 31, 2008

Per Share Operating Data
Net asset value, beginning of period	$	13.36	$	12.13	$	10.57	$	8.31	$	8.11	$	14.55

Income (loss) from investment operations:
Net investment loss²		(0.04)		(0.11)³		(0.15)		(0.11)		(0.08)		(0.11)
Net realized and unrealized gain (loss)		1.42		1.34		1.71		2.37		0.28		(4.69)

Total from investment operations		1.38		1.23		1.56		2.26		0.20		(4.80)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(1.64)

Net asset value, end of period	$	14.74	$	13.36	$	12.13	$	10.57	$	8.31	$	8 .11


Total Return, at Net Asset Value⁴		10.33%		10.14%		14.76%		27.20%		2.47%		(36.60)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	242,089	$	213,421	$	147,699	$	83,169	$	61,367	$	63,679

Average net assets (in thousands)	$	227,005	$	174,851	$	132,902	$	71,047	$	57,232	$	81,084

Ratios to average net assets:⁵
Net investment loss		(0.59)%		(0.87)%³		(1.23)%		(1.18)%		(1.10)%		(1.01)%
Total expenses⁶		1.47%		1.51%		1.54%		1.77%		1.85%		1.57%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.45%		1.48%		1.54%		1.62%		1.46%		1.40%

Portfolio turnover rate		41%		76%		99%		103%		143%		134%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Net investment income per share and the net investment income ratio include $0.03 and 0.20%, respectively, resulting from a special dividend from TransDigm Group, Inc. in October 2012.

4. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as follows:


Six Months Ended April 30, 2013	1.47	%
Year Ended October 31, 2012	1.51	%
Year Ended October 31, 2011	1.54	%
Year Ended October 29, 2010	1.77	%
Year Ended October 31, 2009	1.85	%
Year Ended October 31, 2008	1.58	%

See accompanying Notes to Financial Statements.

18 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND


Class B	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 2010¹		Year Ended October 31, 2009		Year Ended October 31, 2008

Per Share Operating Data
Net asset value, beginning of period	$	11.99	$	10.97	$	9.63	$	7.64	$	7.51	$	13.71

Income (loss) from investment operations:
Net investment loss²		(0.09)		(0.20)³		(0.22)		(0.17)		(0.13)		(0.18)
Net realized and unrealized gain (loss)		1.26		1.22		1.56		2.16		0.26		(4.38)

Total from investment operations		1.17		1.02		1.34		1.99		0.13		(4.56)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(1.64)

Net asset value, end of period	$	13.16	$	11.99	$	10.97	$	9.63	$	7.64	$	7.51


Total Return, at Net Asset Value⁴		9.76%		9.30%		13.92%		26.05%		1.73%		(37.16)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	17,726	$	18,520	$	16,113	$	11,066	$	11,528	$	14,441

Average net assets (in thousands)	$	17,939	$	17,369	$	15,321	$	10,890	$	11,863	$	20,882

Ratios to average net assets:⁵
Net investment loss		(1.50)%		(1.72)%³		(2.02)%		(1.97)%		(1.92)%		(1.79)%
Total expenses⁶		2.54%		2.54%		2.58%		2.88%		2.94%		2.40%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.38%		2.32%		2.34%		2.42%		2.29%		2.19%

Portfolio turnover rate		41%		76%		99%		103%		143%		134%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Net investment income per share and the net investment income ratio include $0.03 and 0.20%, respectively, resulting from a special dividend from TransDigm Group, Inc. in October 2012.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as follows:


Six Months Ended April 30, 2013	2.54	%
Year Ended October 31, 2012	2.54	%
Year Ended October 31, 2011	2.58	%
Year Ended October 29, 2010	2.88	%
Year Ended October 31, 2009	2.94	%
Year Ended October 31, 2008	2.41	%

See accompanying Notes to Financial Statements.

19 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		FINANCIAL HIGHLIGHTS / (Continued)


Class C	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012			Year Ended October 31, 2011		Year Ended October 29, 2010¹		Year Ended October 31, 2009		Year Ended October 31, 2008

Per Share Operating Data
Net asset value, beginning of period	$	12.04	$	11.02		$	9.67	$	7.66	$	7.53	$	13.74

Income (loss) from investment operations:
Net investment loss²		(0.09)		(0.20)³			(0.22)		(0.17)		(0.13)		(0.18)
Net realized and unrealized gain (loss)		1.28		1.22			1.57		2.18		0.26		(4.39)

Total from investment operations		1.19		1.02			1.35		2.01		0.13		(4.57)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00		0.00			0.00		0.00		0.00		(1.64)

Net asset value, end of period	$	13.23	$	12.04		$	11.02	$	9.67	$	7.66	$	7.53


Total Return, at Net Asset Value⁴		9.88%		9.26%			13.96%		26.24%		1.73%		(37.15)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	59,443	$	52,465		$	40,485	$	23,583	$	18,702	$	19,351

Average net assets (in thousands)	$	56,524	$	47,571		$	35,471	$	21,239	$	17,362	$	23,831

Ratios to average net assets:⁵
Net investment loss		(1.39)%		(1.70)%	³		(1.99)%		(1.93)%		(1.87)%		(1.78)%
Total expenses⁶		2.23%		2.31%			2.34%		2.57%		2.73%		2.36%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.23%		2.29%			2.30%		2.37%		2.23%		2.17%

Portfolio turnover rate		41%		76%			99%		103%		143%		134%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Net investment income per share and the net investment income ratio include $0.03 and 0.20%, respectively, resulting from a special dividend from TransDigm Group, Inc. in October 2012.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as follows:


Six Months Ended April 30, 2013	2.23	%
Year Ended October 31, 2012	2.31	%
Year Ended October 31, 2011	2.34	%
Year Ended October 29, 2010	2.57	%
Year Ended October 31, 2009	2.73	%
Year Ended October 31, 2008	2.37	%

See accompanying Notes to Financial Statements.

20 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND


Class I	Period Ended April 30, 2013¹ (Unaudited)

Per Share Operating Data
Net asset value, beginning of period	$	15.41

Income (loss) from investment operations:
Net investment loss²		(0.02)
Net realized and unrealized gain		0.48

Total from investment operations		0.46

Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00

Net asset value, end of period	$	15.87


Total Return, at Net Asset Value³		2.99%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	11,495

Average net assets (in thousands)	$	2,609

Ratios to average net assets:⁴
Net investment loss		(0.63)%
Total expenses⁵		0.86%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.86%

Portfolio turnover rate		41%

1. For the period from February 28, 2013 (inception of offering) to April 30, 2013. See Note 1 of the accompanying Notes.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund were as follows:


Period Ended April 30, 2013			0.86	%

See accompanying Notes to Financial Statements.

21 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		FINANCIAL HIGHLIGHTS / (Continued)


Class N	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 2010¹		Year Ended October 31, 2009		Year Ended October 31, 2008

Per Share Operating Data
Net asset value, beginning of period	$	12.88	$	11.73	$	10.24	$	8.08	$	7.90	$	14.25

Income (loss) from investment operations:
Net investment loss²		(0.06)		(0.15)³		(0.17)		(0.13)		(0.10)		(0.14)
Net realized and unrealized gain (loss)		1.37		1.30		1.66		2.29		0.28		(4.57)

Total from investment operations		1.31		1.15		1.49		2.16		0.18		(4.71)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(1.64)

Net asset value, end of period	$	14.19	$	12.88	$	11.73	$	10.24	$	8.08	$	7.90


Total Return, at Net Asset Value⁴		10.17%		9.80%		14.55%		26.73%		2.28%		(36.76)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	21,087	$	17,456	$	15,818	$	12,007	$	9,141	$	8,107

Average net assets (in thousands)	$	19,431	$	16,529	$	15,322	$	10,371	$	7,904	$	9,889

Ratios to average net assets:⁵
Net investment loss		(0.92)%		(1.19)%³		(1.47)%		(1.43)%		(1.35)%		(1.27)%
Total expenses⁶		1.77%		1.82%		1.82%		2.07%		2.24%		1.87%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.76%		1.78%		1.79%		1.86%		1.71%		1.65%

Portfolio turnover rate		41%		76%		99%		103%		143%		134%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Net investment income per share and the net investment income ratio include $0.03 and 0.20%, respectively, resulting from a special dividend from TransDigm Group, Inc. in October 2012.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as follows:


Six Months Ended April 30, 2013	1.77	%
Year Ended October 31, 2012	1.82	%
Year Ended October 31, 2011	1.82	%
Year Ended October 29, 2010	2.07	%
Year Ended October 31, 2009	2.24	%
Year Ended October 31, 2008	1.88	%

See accompanying Notes to Financial Statements.

22 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND


Class Y	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012			Year Ended October 31, 2011		Year Ended October 29, 2010¹		Year Ended October 31, 2009		Year Ended October 31, 2008

Per Share Operating Data
Net asset value, beginning of period	$	14.35	$	12.97		$	11.23	$	8.78	$	8.52	$	15.12

Income (loss) from investment operations:
Net investment loss²		(0.01)		(0.05)³			(0.09)		(0.06)		(0.04)		(0.05)
Net realized and unrealized gain (loss)		1.52		1.43			1.83		2.51		0.30		(4.91)

Total from investment operations		1.51		1.38			1.74		2.45		0.26		(4.96)

Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00		0.00			0.00		0.00		0.00		(1.64)

Net asset value, end of period	$	15.86	$	14.35		$	12.97	$	11.23	$	8.78	$	8.52


Total Return, at Net Asset Value⁴		10.52%		10.64%			15.49%		27.90%		3.05%		(36.24)%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	18,259	$	34,157		$	17,197	$	5,914	$	3,835	$	2,794

Average net assets (in thousands)	$	30,646	$	24,900		$	13,251	$	4,904	$	3,294	$	3,533

Ratios to average net assets:⁵
Net investment loss		(0.10)%		(0.39)%	³		(0.72)%		(0.61)%		(0.50)%		(0.39)%
Total expenses⁶		1.02%		1.02%			1.01%		1.04%		1.02%		0.95%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.02%		1.02%			1.01%		1.04%		0.86%		0.78%

Portfolio turnover rate		41%		76%			99%		103%		143%		134%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.

2. Per share amounts calculated based on the average shares outstanding during the period.

3. Net investment income per share and the net investment income ratio include $0.03 and 0.20%, respectively, resulting from a special dividend from TransDigm Group, Inc. in October 2012.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as follows:


Six Months Ended April 30, 2013	1.02	%
Year Ended October 31, 2012	1.02	%
Year Ended October 31, 2011	1.01	%
Year Ended October 29, 2010	1.04	%
Year Ended October 31, 2009	1.02	%
Year Ended October 31, 2008	0.96	%

See accompanying Notes to Financial Statements.

23 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		NOTES TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies

Oppenheimer Small- & Mid-Cap Growth Fund (the “Fund”) is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser was OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) through December 31, 2012. Effective January 1, 2013, the Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OFI. The Manager has entered into a sub-advisory agreement with OFI, as of the same effective date.

The Fund offers Class A, Class C, Class I, Class N and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds will be allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class N shares are sold, and Class B shares were 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 I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. 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 shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Class I shares were first publicly offered on February 28, 2013.

The following is a summary of significant accounting policies consistently followed by the Fund.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

24 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND





		1. Significant Accounting Policies (Continued)

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

During the fiscal year ended October 31, 2012, the Fund utilized $3,180,343 of capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended October 31, 2012 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.


Expiring

2017		$20,392,062

As of April 30, 2013, it is estimated that the capital loss carryforwards would be $9,050,661 expiring by 2017. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended April 30, 2013, it is estimated that the Fund will utilize $11,341,401 of capital loss carryforward to offset realized capital gains.

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.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of April 30, 2013 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

25 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

		1. Significant Accounting Policies (Continued)


Federal tax cost of securities	$	285,750,054

Gross unrealized appreciation	$	94,257,578
Gross unrealized depreciation		(1,813,506)

Net unrealized appreciation	$	92,444,072

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the six months ended April 30, 2013, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	785
Payments Made to Retired Trustees		1,229
Accumulated Liability as of April 30, 2013		9,061

The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for 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 with the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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

26 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND





		1. Significant Accounting Policies (Continued)

have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. 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 trading.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

27 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

		2. Securities Valuation (Continued)

Valuation Methods and Inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

The following methodologies are used to determine the market value or the fair value of the types of securities described below:

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, 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 current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange but not listed on a registered U.S. securities exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

Shares of a registered investment company that are not traded on an exchange are valued at that investment company’s net asset value per share.

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

28 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND





		2. Securities Valuation (Continued)


Security Type		Standard inputs generally considered by third- party pricing vendors

Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities		Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.

Loans		Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

Event-linked bonds		Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

29 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

		2. Securities Valuation (Continued)

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1) Level 1-unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2013 based on valuation input level:


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value

Assets Table
Investments, at Value:
Common Stock
Consumer Discretionary	$	65,444,302	$	—	$	—	$	65,444,302
Consumer Staples		16,935,634		—		—		16,935,634
Energy		25,349,978		—		—		25,349,978
Financials		30,062,744		—		—		30,062,744
Health Care		59,651,837		—		—		59,651,837
Industrials		66,906,521		—		—		66,906,521
Information Technology		77,707,689		—		—		77,707,689
Materials		15,246,825		—		—		15,246,825
Telecommunication Services		7,695,206		—		—		7,695,206
Investment Company		13,193,390		—		—		13,193,390

Total Assets	$	378,194,126	$	—	$	—	$	378,194,126

Currency contracts and forwards, if any, are reported at their unrealized appreciation/ depreciation at measurement date, which represents the change in the contract’s value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

30 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

3. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Six Months Ended April 30, 2013¹						Year Ended October 31, 2012
	Shares			Amount			Shares			Amount

Class A
Sold		3,095,273		$	43,325,063			7,586,508		$	100,671,792
Redeemed		(2,644,128	)		(36,778,315	)		(3,789,319	)		(49,175,177	)

Net increase		451,145		$	6,546,748			3,797,189		$	51,496,615



Class B
Sold		80,813		$	1,014,283			629,935		$	7,462,170
Redeemed		(279,038	)		(3,484,031	)		(553,013	)		(6,482,314	)

Net increase (decrease)		(198,225	)	$	(2,469,748	)		76,922		$	979,856



Class C
Sold		870,833		$	11,014,331			1,793,814		$	21,174,861
Redeemed		(735,248	)		(9,322,657	)		(1,109,682	)		(13,039,593	)

Net increase		135,585		$	1,691,674			684,132		$	8,135,268



Class I
Sold		749,164		$	11,462,867			—		$	—
Redeemed		(25,000	)		(391,767	)		—			—

Net increase		724,164		$	11,071,100			—		$	—



Class N
Sold		373,048		$	5,019,266			476,690		$	6,053,780
Redeemed		(241,939	)		(3,256,936	)		(470,066	)		(5,861,266	)

Net increase		131,109		$	1,762,330			6,624		$	192,514



Class Y
Sold		394,848		$	5,950,478			1,714,522		$	24,005,546
Redeemed		(1,624,254	)		(24,655,019	)		(660,011	)		(9,223,691	)

Net increase (decrease)		(1,229,406	)	$	(18,704,541	)		1,054,511		$	14,781,855

1. For the six months year ended April 30, 2013, for Class A, Class B, Class C, Class N and Class Y shares, and for the period from February 28, 2013 (inception of offering) to April 30, 2013, for Class I shares.

4. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended April 30, 2013, were as follows:

31 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

5. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $200 million			0.90%
Next $200 million			0.85
Next $200 million			0.80
Over $600 million			0.75

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of OFI, acted as the transfer and shareholder servicing agent for the Fund through December 31, 2012. Effective January 1, 2013, OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a per account fee.

Additionally, Class Y shares are subject to minimum fees of $10,000 annually 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. The Transfer Agent may voluntarily waive the minimum fees.

Sub-Transfer Agent Fees. Effective January 1, 2013, the Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI, (the “Sub-Transfer Agent”) to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

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 (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to

32 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND





		5. Fees and Other Transactions with Affiliates (Continued)

accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at March 31, 2013 were as follows:


Class C	$	683,903
Class N		266,901

Sales Charges. Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.


Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class N Contingent Deferred Sales Charges Retained by Distributor

April 30, 2013		$122,499		$—		$16,185		$3,313		$143

Waivers and Reimbursements of Expenses. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the six months ended April 30, 2013, the Manager waived fees and/or reimbursed the Fund $5,444 for IMMF management fees.

33 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		NOTES TO FINANCIAL STATEMENTS Unaudited / (Continued)

5. Fees and Other Transactions with Affiliates (Continued)

The Transfer Agent has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class and for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2013, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:


Class A	$	26,632
Class B		14,151
Class N		886

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

6. Subsequent Event

Effective June 28, 2013, the Fund changed its name to Oppenheimer Discovery Mid Cap Growth Fund. In conjunction with this change, the Fund modified its principal investment strategy to primarily invest in equity securities of “mid-cap” companies that are within the range of market capitalizations of the Russell Midcap Growth Index. Prior to this date, the Fund’s principal investment strategy had been to primarily invest in equity securities of “small-cap” and “mid-cap” companies that are within the range of the smallest company included in the Russell 2000 Growth Index and the largest company included in the Russell Midcap Growth Index.

7. Pending Litigation

Since 2009, a number of class action lawsuits have been pending in federal courts against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by the Manager and distributed by the Distributor (the “Defendant Funds”). Several of these lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against OFI and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of OFI and assert a variety of claims, including breach of fiduciary duty, fraud,

34 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

7. Pending Litigation (Continued)

negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or

directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The settlement does not resolve other outstanding lawsuits against OFI and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against (i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

OFI believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending against them vigorously. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, OFI believes that these suits should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer mutual funds.

35 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at 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.

Householding—Delivery of Shareholder Documents

This is to inform you about OppenheimerFunds’ “householding” policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the fund’s prospectus (or, if available, the fund’s summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.

Please note that we will continue to household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at 1.800.CALL-OPP (225-5677). You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within 30 days of receiving your request to stop householding.

36 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		OPPENHEIMER SMALL- & MID-CAP GROWTH FUND


Trustees and Officers		Brian F. Wruble, Chairman of the Board of Trustees and Trustee
		David K. Downes, Trustee
		Matthew P. Fink, Trustee
		Edmund P. Giambastiani, Jr., Advisory Board Member
		Phillip A. Griffiths, Trustee
		Mary F. Miller, Trustee
		Joel W. Motley, Trustee
		Joanne Pace, Advisory Board Member
		Mary Ann Tynan, Trustee
		Joseph M. Wikler, Trustee
		Peter I. Wold, Trustee
		William F. Glavin, Jr., President and Principal Executive Officer
		Ronald J. Zibelli, Jr., Vice President
		Arthur S. Gabinet, Secretary and Chief Legal Officer
		Christina M. Nasta, Vice President and Chief Business Officer
		Mark S. Vandehey, Vice President and Chief Compliance Officer
		Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer

Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc. DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

		The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

37 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND



		PRIVACY POLICY NOTICE

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain nonpublic personal information about our shareholders from the following sources:

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Applications or other forms

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When you create a user ID and password for online account access

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When you enroll in eDocs Direct, our electronic document delivery service

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Your transactions with us, our affiliates or others

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A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited

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When you set up challenge questions to reset your password online

If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

We send your financial advisor (as designated by you) copies of confirmations, account statements and other documents reporting activity in your fund accounts. We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest financial services or educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

38 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website.

As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.

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All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

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Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

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You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., and each of its financial institution subsidiaries, the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2012. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

39 OPPENHEIMER SMALL- & MID-CAP GROWTH FUND

LOGO

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Fund’s Governance Committee Provisions with Respect to Nominations of Directors/Trustees to the Respective Boards

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 4/30/2013, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

There have been no changes in the registrant’s internal controls over financial reporting that occurred during the registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)	(1) Not applicable to semiannual reports.

(2) Exhibits attached hereto.

(3) Not applicable.

(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Small- & Mid-Cap Growth Fund


By:		/s/ William F. Glavin, Jr.
		William F. Glavin, Jr.
		Principal Executive Officer

Date:		6/11/2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ William F. Glavin, Jr.
		William F. Glavin, Jr.
		Principal Executive Officer

Date:		6/11/2013


By:		/s/ Brian W. Wixted
		Brian W. Wixted
		Principal Financial Officer

Date:		6/11/2013