-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lm7tByWrB1Sl7Qq81f+ehqFHpBK3+BgrjGUoOj12HTpIXpueqlz8YFwXY0H+J1Aq T57pb1m9U+wXYU0wNkwEOg== 0000935069-03-001667.txt : 20031219 0000935069-03-001667.hdr.sgml : 20031219 20031219133508 ACCESSION NUMBER: 0000935069-03-001667 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20031031 FILED AS OF DATE: 20031219 EFFECTIVENESS DATE: 20031219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER SERIES FUND INC CENTRAL INDEX KEY: 0000356865 IRS NUMBER: 061207374 STATE OF INCORPORATION: MD FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03346 FILM NUMBER: 031064519 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL INVESTMENT ACCOUNTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CONNECTICUT MUTUAL LIQUID ACCOUNT INC DATE OF NAME CHANGE: 19851106 N-CSR 1 ra0375_9451vef.txt RA0375_9451VEF 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 811-3346 Oppenheimer Value Fund (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: October 31 Date of reporting period: November 1, 2002 - October 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund's performance during its fiscal year ended October 31, 2003, followed by a graphical comparison of the Fund's performance to an appropriate broad-based market index. Management's Discussion of Fund Performance. Strong stock selection--especially in the consumer-discretionary, financials, and health care sectors--helped generate favorable performance during the period. For the 12 months that ended October 31, 2003, the Fund had a total return of 25.18% (Class A shares at net asset value). By comparison, the Standard & Poor's 500 Index, returned 20.79% during the same time frame. Our management strategy remained consistent throughout the reporting period, as it does in all types of market conditions. While the stocks we select for the Fund may well be influenced by what is happening in the economy and stock market, we believe we serve our shareholders best by evaluating stocks in a variety of sectors and choosing those that we believe offer the best value within each category. In other words, we primarily look to evaluate energy stocks against other energy stocks, technology stocks against other technology stocks, and so on. Recent investments in stock of companies that provide satellite television services is one example of how we applied this strategy during the period. As we assessed value opportunities in the consumer-discretionary sector, and specifically the media industry, we became convinced that companies that provide satellite television services would continue to grow faster than other media companies. We also anticipated an increase in companies that provide satellite services' free cash flow (cash flow after expenses). Finally, we believed that some companies that provide satellite television services' stocks offered compelling value compared to other consumer-discretionary stocks. Based on this analysis, we bought shares of companies that provide satellite television services such as EchoStar Communication Corp. and General Motors Corp.--Class H Stock (also called Hughes Electronics which owns DirecTV). This decision proved to be a successful one for the Fund. Both stocks performed very well during the past year and contributed to the portfolio's strong performance. As the period went on, however, we reduced our weighting in both names because we believed their rising prices left them less-attractively valued. Another strong consumer-discretionary performer for the Fund was OfficeMax, Inc. one of the nation's leading office-supply retailers. A takeover bid from Boise Cascade boosted OfficeMax's stock price. In the financial sector, the Fund benefited from owning Chubb Corp., a large property- and casualty-insurance holding company. Chubb saw its profit margins improve during the period, thanks to a more favorable pricing environment for insurance companies and the firm's ability to keep expenses under control. Finally, in the health care sector, health benefits provider Aetna, Inc. added to performance. We invested in Aetna because we anticipated that increased profitability would 6 | OPPENHEIMER VALUE FUND lead to an improvement in the company's medical-loss ratio (the amount spent on medical care compared to administrative costs). That anticipation was met during the period, and Aetna's earnings and stock price rose accordingly. Not all of the Fund's holdings performed as well as we hoped. In the industrials sector, for example, we were disappointed by some of our defense industry investments, including contractors Lockheed Martin and Raytheon Co. We had over weighted this area because we were expecting increased revenues stemming from strong demand for defense technology. Unfortunately, these stocks were hurt after short-term investors abandoned them following the end of the Iraq war. A dramatic increase in the budget deficit also was a concern for investors. While we eliminated our position in Lockheed Martin, we remained invested in Raytheon for two reasons. First, we believe that the company's free cash flow will improve. Second, we noted that Raytheon should benefit from increasing demand for international missile defense products. Also detracting from Fund performance were telecommunications-services stocks. Long-distance provider AT&T Corp., for example, a company we owned at various times throughout the period, was one notable laggard. The company's stock fell sharply on earnings weakness early in 2003, leading us to sell our position. We later bought it back once it appeared that the company's situation had stabilized. Overall, AT&T had a negative impact on the Fund during the reporting period. Comparing the Fund's Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each Class of shares of the Fund held until October 31, 2003. In the case of Class A shares, performance is measured over a 10-year period. In the case of Class B, performance is measured from inception of the class on October 2, 1995. In the case of Class C, performance is measured from inception of the class on May 1, 1996. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. In the case of Class Y, performance is measured from inception of the class on December 16, 1996. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C shares and Class N, and reinvestments of all dividends and capital gains distributions. There is no sales charge applicable for Class Y shares. The Fund's performance is compared to the performance of the Standard & Poor's (S&P) 500 Index, a broad-based index of equity securities widely regarded as a general measure of the performance of the U.S. equity securities market. Index performance reflects the reinvestment of dividends but does not consider the effect of capital gains or transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effects of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the securities in the index. 7 | OPPENHEIMER VALUE FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: [LINE CHART] Oppenheimer Value Fund (Class A) S&P 500 Index 12/31/1993 $9,425 $10,000 03/31/1994 9,207 9,621 06/30/1994 9,027 9,662 09/30/1994 9,488 10,133 12/31/1994 9,363 10,131 03/31/1995 10,188 11,117 06/30/1995 11,052 12,176 09/30/1995 11,991 13,143 12/31/1995 12,772 13,934 03/31/1996 13,380 14,682 06/30/1996 13,548 15,340 09/30/1996 13,925 15,814 10/31/1996 1 14,229 16,250 01/31/1997 15,742 18,201 04/30/1997 15,750 18,641 07/31/1997 18,585 22,303 10/31/1997 18,156 21,466 01/31/1998 18,419 23,097 04/30/1998 20,748 26,295 07/31/1998 19,478 26,609 10/31/1998 18,564 26,191 01/31/1999 20,635 30,606 04/30/1999 20,802 32,035 07/31/1999 20,449 31,985 10/31/1999 19,232 32,913 01/31/2000 18,094 33,771 04/30/2000 19,477 35,278 07/31/2000 19,049 34,852 10/31/2000 18,731 34,913 01/31/2001 20,357 33,467 04/30/2001 19,935 30,704 07/31/2001 20,191 29,861 10/31/2001 17,682 26,224 01/31/2002 19,395 28,067 04/30/2002 19,417 26,830 07/31/2002 16,373 22,809 10/31/2002 16,418 22,265 01/31/2003 16,777 21,610 04/30/2003 17,300 23,260 07/31/2003 19,349 25,235 10/31/2003 20,551 26,893 Average Annual Total Returns of Class A Shares of the Fund at 10/31/03 2 1-Year 17.98% 5-Year 0.85% 10-Year 7.50% Class B Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: [LINE CHART] Oppenheimer Value Fund (Class B) S&P 500 Index 10/02/1995 $10,000 $10,000 12/31/1995 10,804 10,602 03/31/1996 11,294 11,170 06/30/1996 11,399 11,671 09/30/1996 11,683 12,032 10/31/1996 1 11,930 12,364 01/31/1997 13,169 13,848 04/30/1997 13,143 14,183 07/31/1997 15,487 16,969 10/31/1997 15,105 16,332 01/31/1998 15,287 17,573 04/30/1998 17,188 20,007 07/31/1998 16,114 20,245 10/31/1998 15,327 19,928 01/31/1999 17,002 23,286 04/30/1999 17,109 24,374 07/31/1999 16,780 24,335 10/31/1999 15,754 25,041 01/31/2000 14,798 25,694 04/30/2000 15,901 26,841 07/31/2000 15,515 26,517 10/31/2000 15,237 26,563 01/31/2001 16,526 25,463 04/30/2001 16,158 23,360 07/31/2001 16,328 22,719 10/31/2001 14,280 19,952 01/31/2002 15,663 21,354 04/30/2002 15,680 20,413 07/31/2002 13,223 17,354 10/31/2002 13,258 16,940 01/31/2003 13,549 16,442 04/30/2003 13,971 17,697 07/31/2003 15,625 19,200 10/31/2003 16,596 20,461 Average Annual Total Returns of Class B Shares of the Fund at 10/31/03 2 1-Year 19.18% 5-Year 0.94% Since Inception 6.47% 1. The Fund changed its fiscal year end from 12/31 to 10/31. 2. See Notes on page 11 for further details. 8 | OPPENHEIMER VALUE FUND Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: [LINE CHART] Oppenheimer Value Fund (Class C) S&P 500 Index 05/01/1996 $10,000 $10,000 06/30/1996 10,061 10,297 09/30/1996 10,314 10,615 10/31/1996 1 10,535 10,908 01/31/1997 11,629 12,217 04/30/1997 11,606 12,512 07/31/1997 13,676 14,971 10/31/1997 13,341 14,409 01/31/1998 13,508 15,503 04/30/1998 15,186 17,650 07/31/1998 14,233 17,861 10/31/1998 13,537 17,581 01/31/1999 15,012 20,544 04/30/1999 15,115 21,503 07/31/1999 14,821 21,469 10/31/1999 13,918 22,092 01/31/2000 13,070 22,668 04/30/2000 14,049 23,679 07/31/2000 13,712 23,394 10/31/2000 13,463 23,435 01/31/2001 14,600 22,464 04/30/2001 14,270 20,609 07/31/2001 14,423 20,043 10/31/2001 12,065 17,602 01/31/2002 13,804 18,839 04/30/2002 13,795 18,009 07/31/2002 11,607 15,310 10/31/2002 11,616 14,945 01/31/2003 11,841 14,505 04/30/2003 12,195 15,613 07/31/2003 13,602 16,939 10/31/2003 14,423 18,051 Average Annual Total Returns of Class C Shares of the Fund at 10/31/03 2 1-Year 23.17% 5-Year 1.28% Since Inception 5.00% Class N Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: [LINE CHART] Oppenheimer Value Fund (Class N) S&P 500 Index 03/01/2001 $10,000 $10,000 04/30/2001 9,928 10,094 07/31/2001 10,050 9,817 10/31/2001 8,794 8,621 01/31/2002 9,635 9,227 04/30/2002 9,640 8,821 07/31/2002 8,126 7,499 10/31/2002 8,143 7,320 01/31/2003 8,307 7,104 04/30/2003 8,563 7,647 07/31/2003 9,564 8,296 10/31/2003 10,154 8,841 Average Annual Total Returns of Class N Shares of the Fund at 10/31/03 2 1-Year 23.70% Since Inception 0.57% The performance information for the S&P 500 Index in the graphs begins on 12/31/93 for Class A, 9/30/95 for Class B, 4/30/96 for Class C, 2/28/01 for Class N and 12/31/96 for Class Y. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 9 | OPPENHEIMER VALUE FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- Class Y Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: [LINE CHART] Oppenheimer Value Fund (Class Y) S&P 500 Index 12/16/1996 $10,000 $10,000 01/31/1997 10,699 10,624 04/30/1997 10,693 10,881 07/31/1997 12,637 13,019 10/31/1997 12,362 12,531 01/31/1998 12,552 13,482 04/30/1998 14,145 15,349 07/31/1998 13,292 15,532 10/31/1998 12,687 15,289 01/31/1999 14,111 17,866 04/30/1999 14,238 18,700 07/31/1999 13,984 18,670 10/31/1999 13,170 19,212 01/31/2000 12,392 19,713 04/30/2000 13,355 20,593 07/31/2000 13,062 20,344 10/31/2000 12,851 20,380 01/31/2001 13,980 19,536 04/30/2001 13,709 17,923 07/31/2001 13,905 17,431 10/31/2001 12,196 15,308 01/31/2002 13,387 16,383 04/30/2002 13,409 15,661 07/31/2002 11,321 13,314 10/31/2002 11,321 12,997 01/31/2003 11,557 12,614 04/30/2003 11,981 13,578 07/31/2003 13,391 14,730 10/31/2003 14,240 15,698 Average Annual Total Returns of Class Y Shares of the Fund at 10/31/03 2 1-Year 25.78% 5-Year 2.34% Since Inception 5.28% 1. The Fund changed its fiscal year end from 12/31 to 10/31. 2. See Notes on page 11 for further details. The performance information for the S&P 500 Index in the graphs begins on 12/31/93 for Class A, 9/30/95 for Class B, 4/30/96 for Class C, 2/28/01 for Class N and 12/31/96 for Class Y. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 10 | OPPENHEIMER VALUE FUND NOTES - -------------------------------------------------------------------------------- In reviewing performance, please remember that past performance cannot guarantee future results. 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 the original cost. Because of ongoing market volatility, the Fund's performance may be subject to substantial fluctuations, and current performance may be more or less than the results shown. For updates on the Fund's performance, visit our website at www.oppenheimerfunds.com. Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. For more complete information about the Fund, including charges, expenses and risks, please refer to the prospectus. To obtain a copy, call your financial advisor, call OppenheimerFunds Distributor, Inc. at 1.800.CALL OPP (1.800.225.5677) or visit the OppenheimerFunds website at www.oppenheimerfunds.com. Read the prospectus carefully before you invest or send money. Class A shares of the Fund were first publicly offered on 9/16/85. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%. Class B shares of the Fund were first publicly offered on 10/2/95. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge. Class C shares of the Fund were first publicly offered on 5/1/96. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the one-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the one-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. Class Y shares of the Fund were first publicly offered on 12/16/96. Class Y shares are offered only to certain institutional investors under special agreement with the Distributor. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 11 | OPPENHEIMER VALUE FUND STATEMENT OF INVESTMENTS October 31, 2003 - -------------------------------------------------------------------------------- Market Value Shares See Note 1 - ----------------------------------------------------- Common Stocks--95.3% - ----------------------------------------------------- Consumer Discretionary--10.2% - ----------------------------------------------------- Hotels, Restaurants & Leisure--2.1% McDonald's Corp. 265,800 $ 6,647,658 - ----------------------------------------------------- Media--7.1% EchoStar Communications Corp., Cl. A 1 100,200 3,839,664 - ----------------------------------------------------- Liberty Media Corp., Cl. A 1 1,691,600 17,068,244 - ----------------------------------------------------- UGC Europe, Inc. 1 6,500 435,500 - ----------------------------------------------------- UnitedGlobalCom, Inc., Cl. A 1 205,300 1,453,524 ------------ 22,796,932 - ----------------------------------------------------- Textiles, Apparel & Luxury Goods--1.0% Nike, Inc., Cl. B 47,800 3,054,420 - ----------------------------------------------------- Consumer Staples--8.0% - ----------------------------------------------------- Beverages--1.1% Constellation Brands, Inc., Cl. A 1 115,900 3,635,783 - ----------------------------------------------------- Food & Staples Retailing--3.1% Costco Wholesale Corp. 1 276,600 9,783,342 - ----------------------------------------------------- Tobacco--3.8% Altria Group, Inc. 257,400 11,969,100 - ----------------------------------------------------- Energy--6.6% - ----------------------------------------------------- Energy Equipment & Services--1.3% Halliburton Co. 142,500 3,402,900 - ----------------------------------------------------- Talisman Energy, Inc. 15,400 751,520 ------------ 4,154,420 - ----------------------------------------------------- Oil & Gas--5.3% BP plc, ADR 382,900 16,227,302 - ----------------------------------------------------- Pioneer Natural Resources Co. 1 30,500 806,725 ------------ 17,034,027 - ----------------------------------------------------- Financials--28.6% - ----------------------------------------------------- Capital Markets--2.1% Bank of New York Co., Inc. (The) 220,200 6,868,038 - ----------------------------------------------------- Commercial Banks--6.7% SunTrust Banks, Inc. 149,400 10,020,258 - ----------------------------------------------------- Wachovia Corp. 139,500 6,398,865 - ----------------------------------------------------- Wells Fargo & Co. 85,600 4,820,992 ------------ 21,240,115 Market Value Shares See Note 1 - ----------------------------------------------------- Diversified Financial Services--9.1% Citigroup, Inc. 219,666 $ 10,412,168 - ----------------------------------------------------- Franklin Resources, Inc. 99,600 4,723,032 - ----------------------------------------------------- Merrill Lynch & Co., Inc. 61,500 3,640,800 - ----------------------------------------------------- Morgan Stanley 185,900 10,200,333 ------------ 28,976,333 - ----------------------------------------------------- Insurance--10.7% American International Group, Inc. 47,300 2,877,259 - ----------------------------------------------------- Chubb Corp. 158,800 10,609,428 - ----------------------------------------------------- Platinum Underwriters Holdings Ltd. 201,700 5,796,858 - ----------------------------------------------------- Prudential Financial, Inc. 260,200 10,054,128 - ----------------------------------------------------- Travelers Property Casualty Corp., Cl. B 194,120 3,177,744 - ----------------------------------------------------- XL Capital Ltd., Cl. A 22,200 1,542,900 ------------ 34,058,317 - ----------------------------------------------------- Health Care--4.2% - ----------------------------------------------------- Health Care Providers & Services--2.7% Aetna, Inc. 128,100 7,354,221 - ----------------------------------------------------- Service Corp. International 1 259,000 1,256,150 ------------ 8,610,371 - ----------------------------------------------------- Pharmaceuticals--1.5% Schering-Plough Corp. 308,400 4,709,268 - ----------------------------------------------------- Industrials--15.8% - ----------------------------------------------------- Aerospace & Defense--6.6% Boeing Co. 156,100 6,008,289 - ----------------------------------------------------- Raytheon Co. 565,900 14,985,032 ------------ 20,993,321 - ----------------------------------------------------- Commercial Services & Supplies--6.3% Cendant Corp. 1 833,600 17,030,448 - ----------------------------------------------------- ChoicePoint, Inc. 1 89,700 3,143,088 ------------ 20,173,536 12 | OPPENHEIMER VALUE FUND Market Value Shares See Note 1 - ----------------------------------------------------- Industrial Conglomerates--2.0% Tyco International Ltd. 306,700 $ 6,403,896 - ----------------------------------------------------- Road & Rail--0.9% CNF Transportation, Inc. 83,800 2,934,676 - ----------------------------------------------------- Information Technology--7.9% - ----------------------------------------------------- Communications Equipment--1.8% QUALCOMM, Inc. 121,200 5,757,000 - ----------------------------------------------------- Computers & Peripherals--3.1% Hewlett-Packard Co. 446,500 9,961,415 - ----------------------------------------------------- Electronic Equipment & Instruments--2.5% Flextronics International Ltd. 1 332,000 4,648,000 - ----------------------------------------------------- Thermo Electron Corp. 1 145,200 3,191,496 ------------ 7,839,496 - ----------------------------------------------------- Semiconductors & Semiconductor Equipment--0.4% National Semiconductor Corp. 1 31,300 1,271,719 - ----------------------------------------------------- Software--0.1% Novell, Inc. 1 41,200 241,844 - ----------------------------------------------------- Materials--4.5% - ----------------------------------------------------- Chemicals--2.6% Dow Chemical Co. 219,400 8,269,186 - ----------------------------------------------------- Containers & Packaging--0.5% Smurfit-Stone Container Corp. 1 104,500 1,619,750 - ----------------------------------------------------- Paper & Forest Products--1.4% Sappi Ltd., Sponsored ADR 339,400 4,344,320 - ----------------------------------------------------- Telecommunication Services--4.6% - ----------------------------------------------------- Diversified Telecommunication Services--1.2% IDT Corp., Cl. B 1 208,100 3,978,872 - ----------------------------------------------------- Wireless Telecommunication Services--3.4% AT&T Corp. 349,100 6,489,769 - ----------------------------------------------------- Vodafone Group plc, Sponsored ADR 198,500 4,198,275 ------------ 10,688,044 Market Value Shares See Note 1 - ----------------------------------------------------- Utilities--4.9% - ----------------------------------------------------- Electric Utilities--4.0% AES Corp. (The) 1 774,100 $ 6,773,376 - ----------------------------------------------------- Dominion Resources, Inc. 39,600 2,439,360 - ----------------------------------------------------- FirstEnergy Corp. 1,400 48,146 - ----------------------------------------------------- PG&E Corp. 1 134,100 3,278,745 ------------ 12,539,627 - ----------------------------------------------------- Multi-Utilities & Unregulated Power--0.9% Equitable Resources, Inc. 72,400 2,982,880 ------------ Total Common Stocks (Cost $260,056,222) 303,537,706 Principal Amount - ----------------------------------------------------- Joint Repurchase Agreements--4.4% - ----------------------------------------------------- Undivided interest of 42.66% in joint repurchase agreement (Principal Amount/Market Value $33,038,000, with a maturity value of $33,040,671) with Zions Bank/Capital Markets Group, 0.97%, dated 10/31/03, to be repurchased at $14,096,139 on 11/3/03, collateralized by U.S. Treasury Bonds, 1.625%, 1/31/05, with a value of $33,755,317 (Cost $14,095,000) $14,095,000 14,095,000 - ----------------------------------------------------- Total Investments, at Value (Cost $274,151,222) 99.7% 317,632,706 - ----------------------------------------------------- Other Assets Net of Liabilities 0.3 903,640 ------------------------- Net Assets 100.0% $318,536,346 ========================= Footnote to Statement of Investments 1. Non-income producing security. See accompanying Notes to Financial Statements. 13 | OPPENHEIMER VALUE FUND STATEMENT OF ASSETS AND LIABILITIES October 31, 2003 - --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------- Assets - ----------------------------------------------------------------------------------- Investments, at value (cost $274,151,222)--see accompanying statement $317,632,706 - ----------------------------------------------------------------------------------- Receivables and other assets: Investments sold 1,793,822 Shares of capital stock sold 1,064,657 Interest and dividends 306,152 Other 703 ------------- Total assets 320,798,040 - ----------------------------------------------------------------------------------- Liabilities - ----------------------------------------------------------------------------------- Bank overdraft 64,890 - ----------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 1,274,729 Shares of capital stock redeemed 619,148 Shareholder reports 106,167 Transfer and shareholder servicing agent fees 66,791 Distribution and service plan fees 64,255 Directors' compensation 45,249 Other 20,465 ------------- Total liabilities 2,261,694 - ----------------------------------------------------------------------------------- Net Assets $318,536,346 ============= Composition of Net Assets - ----------------------------------------------------------------------------------- Par value of shares of capital stock $ 17,359 - ----------------------------------------------------------------------------------- Additional paid-in capital 304,416,219 - ----------------------------------------------------------------------------------- Undistributed net investment income 158,891 - ----------------------------------------------------------------------------------- Accumulated net realized loss on investment transactions (29,537,607) - ----------------------------------------------------------------------------------- Net unrealized appreciation on investments 43,481,484 ------------- Net Assets $318,536,346 =============
14 | OPPENHEIMER VALUE FUND - -------------------------------------------------------------------------------- Net Asset Value Per Share - -------------------------------------------------------------------------------- Class A Shares: Net asset value and redemption price per share (based on net assets of $215,019,467 and 11,645,369 shares of capital stock outstanding) $18.46 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $19.59 - -------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $60,858,038 and 3,348,174 shares of capital stock outstanding) $18.18 - -------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $32,625,172 and 1,819,741 shares of capital stock outstanding) $17.93 - -------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $7,416,940 and 406,315 shares of capital stock outstanding) $18.25 - -------------------------------------------------------------------------------- Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $2,616,729 and 139,262 shares of capital stock outstanding) $18.79 See accompanying Notes to Financial Statements. 15 | OPPENHEIMER VALUE FUND STATEMENT OF OPERATIONS For the Year Ended October 31, 2003 - --------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------- Investment Income - ----------------------------------------------------------------------------------- Dividends (net of foreign withholding taxes of $54,988) $ 3,749,849 - ----------------------------------------------------------------------------------- Interest 128,352 ------------ Total investment income 3,878,201 - ----------------------------------------------------------------------------------- Expenses - ----------------------------------------------------------------------------------- Management fees 1,520,857 - ----------------------------------------------------------------------------------- Distribution and service plan fees: Class A 406,162 Class B 514,387 Class C 213,131 Class N 16,290 - ----------------------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 434,581 Class B 217,294 Class C 74,299 Class N 12,685 Class Y 7,364 - ----------------------------------------------------------------------------------- Shareholder reports 163,180 - ----------------------------------------------------------------------------------- Accounting service fees 15,000 - ----------------------------------------------------------------------------------- Directors' compensation 8,660 - ----------------------------------------------------------------------------------- Custodian fees and expenses 3,596 - ----------------------------------------------------------------------------------- Other 32,277 ------------ Total expenses 3,639,763 Less reduction to custodian expenses (467) Less voluntary waiver of transfer and shareholder servicing agent fees--Class A (4,989) Less voluntary waiver of transfer and shareholder servicing agent fees--Class B (46,887) Less voluntary waiver of transfer and shareholder servicing agent fees--Class C (1,469) Less voluntary waiver of transfer and shareholder servicing agent fees--Class N (1,834) Less voluntary waiver of transfer and shareholder servicing agent fees--Class Y (6,000) ------------ Net expenses 3,578,117 - ----------------------------------------------------------------------------------- Net Investment Income 300,084 - ----------------------------------------------------------------------------------- Realized and Unrealized Gain - ----------------------------------------------------------------------------------- Net realized gain on investments (including premiums on options exercised) 15,182,559 - ----------------------------------------------------------------------------------- Net change in unrealized appreciation on investments 39,305,650 - ----------------------------------------------------------------------------------- Net Increase in Net Assets Resulting from Operations $54,788,293 ============
See accompanying Notes to Financial Statements. 16 | OPPENHEIMER VALUE FUND STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
Year Ended October 31, 2003 2002 - ----------------------------------------------------------------------------------- Operations - ----------------------------------------------------------------------------------- Net investment income $ 300,084 $ 361,047 - ----------------------------------------------------------------------------------- Net realized gain (loss) 15,182,559 (27,141,607) - ----------------------------------------------------------------------------------- Net change in unrealized appreciation 39,305,650 10,745,185 --------------------------- Net increase (decrease) in net assets resulting from operations 54,788,293 (16,035,375) - ----------------------------------------------------------------------------------- Dividends and/or Distributions to Shareholders - ----------------------------------------------------------------------------------- Dividends from net investment income: Class A (328,372) (135,466) Class B -- -- Class C -- -- Class N (4,026) (43) Class Y (1,634) (3,575) - ----------------------------------------------------------------------------------- Capital Stock Transactions - ----------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from capital stock transactions: Class A 35,867,196 (14,210,177) Class B 2,513,021 (6,150,602) Class C 14,468,487 4,299,663 Class N 5,433,039 1,286,579 Class Y 1,172,727 563,632 - ----------------------------------------------------------------------------------- Net Assets - ----------------------------------------------------------------------------------- Total increase (decrease) 113,908,731 (30,385,364) - ----------------------------------------------------------------------------------- Beginning of period 204,627,615 235,012,979 --------------------------- End of period [including undistributed net investment income of $158,891 and $177,268, respectively] $318,536,346 $204,627,615 ===========================
See accompanying Notes to Financial Statements. 17 | OPPENHEIMER VALUE FUND FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
Class A Year Ended October 31, 2003 2002 2001 2000 1999 - -------------------------------------------------------------------------------------------------------------- Per Share Operating Data - -------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $14.78 $15.93 $17.06 $20.69 $20.91 - -------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income .04 .07 .03 .16 .17 Net realized and unrealized gain (loss) 3.67 (1.21) (.98) (.65) .64 ----------------------------------------------------------------- Total from investment operations 3.71 (1.14) (.95) (.49) .81 - -------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.03) (.01) (.18) (.16) (.17) Distributions from net realized gain -- -- -- (2.98) (.86) ------------------------------------------------ Total dividends and/or distributions to shareholders (.03) (.01) (.18) (3.14) (1.03) - -------------------------------------------------------------------------------------------------------------- Net asset value, end of period $18.46 $14.78 $15.93 $17.06 $20.69 ================================================================= - -------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 25.18% (7.15)% (5.60)% (2.60)% 3.60% - -------------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data - -------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $215,019 $141,563 $166,285 $181,566 $392,483 - -------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $166,143 $166,319 $181,631 $234,840 $448,884 - -------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment income 0.37% 0.38% 0.19% 0.66% 0.68% Total expenses 1.22% 3,4 1.22% 3,4 1.26% 4 1.17% 4 1.02% 4 - -------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 117% 150% 336% 86% 135% 1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Voluntary waiver of transfer agent fees less than 0.01%. 4. Reduction to custodian expenses less than 0.01%.
See accompanying Notes to Financial Statements. 18 | OPPENHEIMER VALUE FUND
Class B Year Ended October 31, 2003 2002 2001 2000 1999 - ------------------------------------------------------------------------------------------------------ Per Share Operating Data - ------------------------------------------------------------------------------------------------------ Net asset value, beginning of period $14.64 $15.89 $16.99 $20.58 $20.83 - ------------------------------------------------------------------------------------------------------ Income (loss) from investment operations: Net investment loss (.06) (.10) (.11) (.05) (.03) Net realized and unrealized gain (loss) 3.60 (1.15) (.97) (.56) .66 -------------------------------------------------------- Total from investment operations 3.54 (1.25) (1.08) (.61) .63 - ------------------------------------------------------------------------------------------------------ Dividends and/or distributions to shareholders: Dividends from net investment income -- -- (.02) -- (.02) Distributions from net realized gain -- -- -- (2.98) (.86) -------------------------------------------------------- Total dividends and/or distributions to shareholders -- -- (.02) (2.98) (.88) - ------------------------------------------------------------------------------------------------------ Net asset value, end of period $18.18 $14.64 $15.89 $16.99 $20.58 ======================================================== - ------------------------------------------------------------------------------------------------------ Total Return, at Net Asset Value 1 24.18% (7.87)% (6.34)% (3.28)% 2.79% - ------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------ Ratios/Supplemental Data - ------------------------------------------------------------------------------------------------------ Net assets, end of period (in thousands) $60,858 $47,323 $57,584 $64,287 $102,736 - ------------------------------------------------------------------------------------------------------ Average net assets (in thousands) $51,476 $56,200 $65,115 $79,239 $123,616 - ------------------------------------------------------------------------------------------------------ Ratios to average net assets: 2 Net investment loss (0.44)% (0.40)% (0.57)% (0.14)% (0.08)% Total expenses 2.14% 2.01% 2.01% 1.93% 1.77% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.05% N/A 3,4 N/A 4 N/A 4 N/A 4 - ------------------------------------------------------------------------------------------------------ Portfolio turnover rate 117% 150% 336% 86% 135% 1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Voluntary waiver of transfer agent fees less than 0.01%. 4. Reduction to custodian expenses less than 0.01%.
See accompanying Notes to Financial Statements. 19 | OPPENHEIMER VALUE FUND FINANCIAL highlights Continued - --------------------------------------------------------------------------------
Class C Year Ended October 31, 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------------------- Per Share Operating Data - ---------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $14.44 $15.67 $16.77 $20.35 $20.60 - ---------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .03 (.01) (.08) (.04) (.02) Net realized and unrealized gain (loss) 3.46 (1.22) (.99) (.56) .65 ------------------------------------------------------------ Total from investment operations 3.49 (1.23) (1.07) (.60) .63 - ---------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- (.03) -- (.02) Distributions from net realized gain -- -- -- (2.98) (.86) ------------------------------------------------------------ Total dividends and/or distributions to shareholders -- -- (.03) (2.98) (.88) - ---------------------------------------------------------------------------------------------------------- Net asset value, end of period $17.93 $14.44 $15.67 $16.77 $20.35 ============================================================ - ---------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 24.17% (7.85)% (6.38)% (3.27)% 2.82% - ---------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data - ---------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $32,625 $13,466 $10,494 $ 9,849 $14,582 - ---------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $21,366 $12,977 $11,088 $11,975 $17,746 - ---------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (0.49)% (0.41)% (0.56)% (0.14)% (0.07)% Total expenses 2.07% 3,4 2.00% 3,4 2.01% 4 1.93% 4 1.77% 4 - ---------------------------------------------------------------------------------------------------------- Portfolio turnover rate 117% 150% 336% 86% 135% 1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Voluntary waiver of transfer agent fees less than 0.01%. 4. Reduction to custodian expenses less than 0.01%.
See accompanying Notes to Financial Statements. 20 | OPPENHEIMER VALUE FUND
Class N Year Ended October 31, 2003 2002 2001 1 - ---------------------------------------------------------------------------------------- Per Share Operating Data - ---------------------------------------------------------------------------------------- Net asset value, beginning of period $14.68 $15.90 $18.08 - ---------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) .03 .05 (.02) Net realized and unrealized gain (loss) 3.59 (1.22) (2.16) ------------------------------ Total from investment operations 3.62 (1.17) (2.18) - ---------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.05) (.05) -- Distributions from net realized gain -- -- -- ------------------------------ Total dividends and/or distributions to shareholders (.05) (.05) -- - ---------------------------------------------------------------------------------------- Net asset value, end of period $18.25 $14.68 $15.90 ============================== - ---------------------------------------------------------------------------------------- Total Return, at Net Asset Value 2 24.70% (7.41)% (12.06)% - ---------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------- Ratios/Supplemental Data - ---------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $7,417 $1,201 $12 - ---------------------------------------------------------------------------------------- Average net assets (in thousands) $3,275 $ 508 $ 5 - ---------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment income (loss) (0.03)% 0.00% (0.45)% Total expenses 1.61% 1.49% 1.61% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.55% N/A 4,5 N/A 5 - ---------------------------------------------------------------------------------------- Portfolio turnover rate 117% 150% 336% 1. For the period from March 1, 2001 (inception of offering) to October 31, 2001. 2. Assumes an investment on the business day before the first day of the fiscal period (or inception of offering), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Voluntary waiver of transfer agent fees less than 0.01%. 5. Reduction to custodian expenses less than 0.01%.
See accompanying Notes to Financial Statements. 21 | OPPENHEIMER VALUE FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
Class Y Year Ended October 31, 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------------- Per Share Operating Data - ---------------------------------------------------------------------------------------------------- Net asset value, beginning of period $14.96 $16.20 $17.07 $20.72 $20.97 - ---------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (1.82) 1 .06 1 .10 1 .17 1 .22 Net realized and unrealized gain (loss) 5.71 1 (1.21) 1 (.97) 1 (.63) 1 .64 ------------------------------------------------------ Total from investment operations 3.85 (1.15) (.87) (.46) .86 - ---------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income (.02) (.09) -- (.21) (.25) Distributions from net realized gain -- -- -- (2.98) (.86) ------------------------------------------------------ Total dividends and/or distributions to shareholders (.02) (.09) -- (3.19) (1.11) - ---------------------------------------------------------------------------------------------------- Net asset value, end of period $18.79 $14.96 $16.20 $17.07 $20.72 ====================================================== - ---------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 2 25.78% (7.18) % (5.10) % (2.42)% 3.81% - ---------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------- Ratios/Supplemental Data - ---------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $2,617 $1,074 $638 $ 1 $76,571 - ---------------------------------------------------------------------------------------------------- Average net assets (in thousands) $1,558 $955 $155 $48,714 $95,765 - ---------------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment income 0.76% 0.33% 0.62% 1.06% 0.90% Total expenses 1.19% 3.77% 1.20% 0.97% 0.76% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 0.80% 1.23% 0.83% N/A 4 N/A 4 - ---------------------------------------------------------------------------------------------------- Portfolio turnover rate 117% 150% 336% 86% 135% 1. Per share amounts calculated based on the average shares outstanding during the period. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%.
See accompanying Notes to Financial Statements. 22 | OPPENHEIMER VALUE FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Oppenheimer Value Fund (the Fund), a series of Oppenheimer Series Fund, Inc. (the Company), is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek long-term growth of capital by investing primarily in common stocks with low price- earnings ratios and better-than-anticipated earnings. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC. All classes of shares have identical rights and voting privileges. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares six years after the date of purchase. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- Securities Valuation. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Directors, or at their fair value. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Directors. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- Foreign Currency Translation. The Fund's accounting records are maintained in U.S. dollars. Prices of securities denominated in foreign currencies are translated into U.S. dollars at the closing rates of exchange. Amounts related to the purchase and sale of foreign securities and investment income are translated at the rates of exchange prevailing on the respective dates of such transactions. 23 | OPPENHEIMER VALUE FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Continued The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund's Statement of Operations. - -------------------------------------------------------------------------------- Joint Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. Secured by U.S. government securities, these balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes. Net Unrealized Appreciation Undistributed Undistributed Accumulated Based on Cost of Net Investment Long-Term Loss Securities for Federal Income Gain Carryforward 1,2 Income Tax Purposes ----------------------------------------------------------------------- $203,330 $-- $27,993,109 $41,936,987 1. As of October 31, 2003, the Fund had $27,993,109 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of October 31, 2003, details of the capital loss carryforwards were as follows: Expiring ---------------------- 2009 $ 825,069 2010 27,168,040 ----------- Total $27,993,109 =========== 2. During the fiscal year October 31, 2003, the Fund utilized $13,852,965 of capital loss carryforward to offset capital gains realized in that fiscal year. During the fiscal year October 31, 2002, the Fund did not utilize any capital loss carryforwards. 24 | OPPENHEIMER VALUE FUND Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for October 31, 2003. Net assets of the Fund were unaffected by the reclassifications. To Net Ordinary To Tax Return Investment Income Capital Loss of Capital Loss --------------------------------------------------------- $15,571 $52,353 $-- $-- The tax character of distributions paid during the years ended October 31, 2003 and October 31, 2002 was as follows: Year Ended Year Ended October 31, 2003 October 31, 2002 ------------------------------------------------------ Distributions paid from: Ordinary income $334,032 $139,084 The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of October 31, 2003 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. Federal tax cost of securities and other investments $ 275,695,719 =============== Gross unrealized appreciation $ 47,454,612 Gross unrealized depreciation (5,517,625) --------------- Net unrealized appreciation $ 41,936,987 =============== - -------------------------------------------------------------------------------- Directors' Compensation. The Fund has adopted an unfunded retirement plan for the Fund's independent directors. Benefits are based on years of service and fees paid to each director during the years of service. During the year ended October 31, 2003, the Fund's projected benefit obligations were increased by $416 and payments of $2,575 were made to retired directors, resulting in an accumulated liability of $44,440 as of October 31, 2003. The Board of Directors has adopted a deferred compensation plan for independent directors that enables directors to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or are invested in other Oppenheimer funds selected by the Director. Deferral of directors' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. 25 | OPPENHEIMER VALUE FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Continued Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- Expense Offset Arrangement. The reduction of custodian fees represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- Other. The preparation of financial statements in conformity with 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 income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. Shares of Capital Stock The Fund has authorized 600 million shares of $0.001 par value capital stock of each class. Transactions in shares of capital stock were as follows:
Year Ended October 31, 2003 Year Ended October 31, 2002 Shares Amount Shares Amount - ------------------------------------------------------------------------------------ Class A Sold 4,264,565 $ 70,376,827 1,908,060 $ 31,560,410 Dividends and/or distributions reinvested 20,386 312,728 7,395 129,115 Acquisition--Note 6 248,058 4,532,025 -- -- Redeemed (2,463,894) (39,354,384) (2,777,138) (45,899,702) -------------------------------------------------------- Net increase (decrease) 2,069,115 $ 35,867,196 (861,683) $(14,210,177) ======================================================== - ------------------------------------------------------------------------------------ Class B Sold 1,231,988 $ 19,785,723 849,996 $ 13,980,805 Dividends and/or distributions reinvested -- -- -- -- Acquisition--Note 6 113,904 2,051,415 -- -- Redeemed (1,230,153) (19,324,117) (1,241,241) (20,131,407) -------------------------------------------------------- Net increase (decrease) 115,739 $ 2,513,021 (391,245) $ (6,150,602) ========================================================
26 | OPPENHEIMER VALUE FUND
Year Ended October 31, 2003 Year Ended October 31, 2002 Shares Amount Shares Amount - ---------------------------------------------------------------------------------- Class C Sold 1,864,248 $ 28,908,203 508,463 $ 8,150,546 Dividends and/or distributions reinvested -- -- -- -- Acquisition--Note 6 101,608 1,804,555 -- -- Redeemed (1,078,588) (16,244,271) (245,484) (3,850,883) ------------------------------------------------------ Net increase 887,268 $ 14,468,487 262,979 $ 4,299,663 ====================================================== - ---------------------------------------------------------------------------------- Class N Sold 348,563 $ 5,697,204 91,314 $ 1,447,129 Dividends and/or distributions reinvested 264 4,022 2 40 Acquisition--Note 6 31,233 564,383 -- -- Redeemed (55,602) (832,570) (10,222) (160,590) ------------------------------------------------------ Net increase 324,458 $ 5,433,039 81,094 $ 1,286,579 ====================================================== - ---------------------------------------------------------------------------------- Class Y Sold 65,067 $ 1,092,179 46,172 $ 771,487 Dividends and/or distributions reinvested 105 1,632 201 3,570 Acquisition--Note 6 33,446 621,753 -- -- Redeemed (31,137) (542,837) (13,958) (211,425) ------------------------------------------------------ Net increase 67,481 $ 1,172,727 32,415 $ 563,632 ======================================================
- -------------------------------------------------------------------------------- 3. Purchases and Sales of Securities The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended October 31, 2003, were $330,040,078 and $271,438,045, respectively. - -------------------------------------------------------------------------------- 4. Fees and Other Transactions with Affiliates Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.625% of the first $300 million of average annual net assets of the Fund, 0.50% of the next $100 million, and 0.45% of average annual net assets in excess of $400 million. - -------------------------------------------------------------------------------- Accounting Fees. The Manager acts as the accounting agent for the Fund at an annual fee of $15,000, plus out-of-pocket costs and expenses reasonably incurred. - -------------------------------------------------------------------------------- Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended October 31, 2003, the Fund paid $688,082 to OFS for services to the Fund. 27 | OPPENHEIMER VALUE FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. Fees and Other Transactions with Affiliates Continued Additionally, Class Y shares are subject to minimum fees of $5,000 for assets of less than $10 million and $10,000 for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees up to an annual rate of 0.35% of average annual net assets for all classes. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- Distribution and Service Plan (12b-1) Fees. Under its General Distributor's Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the different classes of shares of the Fund. The compensation paid to (or retained by) the Distributor from the sale of shares or on the redemption of shares is shown in the table below for the period indicated.
Aggregate Class A Concessions Concessions Concessions Concessions Front-End Front-End on Class A on Class B on Class C on Class N Sales Charges Sales Charges Shares Shares Shares Shares on Class A Retained by Advanced by Advanced by Advanced by Advanced by Year Ended Shares Distributor Distributor 1 Distributor 1 Distributor 1 Distributor 1 - ---------------------------------------------------------------------------------------------------------- October 31, 2003 $495,758 $205,051 $27,569 $337,069 $109,612 $62,804
1. The Distributor advances concession payments to dealers for certain sales of Class A shares and for sales of Class B, Class C and Class N shares from its own resources at the time of sale. Class A Class B Class C Class N Contingent Contingent Contingent Contingent Deferred Deferred Deferred Deferred Sales Charges Sales Charges Sales Charges Sales Charges Retained by Retained by Retained by Retained by Year Ended Distributor Distributor Distributor Distributor - -------------------------------------------------------------------------------- October 31, 2003 $2,547 $161,071 $3,155 $8,724 - -------------------------------------------------------------------------------- Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. For the year ended October 31, 2003, expense under the Class A Plan totaled $406,162, all of which were paid by the Distributor to recipients, which included $2,998 retained by the Distributor and $107,878 which was paid to an affiliate of the Manager. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. - -------------------------------------------------------------------------------- Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and the Fund pays the Distributor an annual asset-based sales charge of 0.25% per year on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. 28 | OPPENHEIMER VALUE FUND Distribution fees paid to the Distributor for the year ended October 31, 2003, were as follows: Distributor's Distributor's Aggregate Aggregate Uncompensated Uncompensated Expenses as % Total Expenses Amount Retained Expenses of Net Assets Under Plan by Distributor Under Plan of Class - ------------------------------------------------------------------------------- Class B Plan $514,387 $332,306 $2,202,172 3.62% Class C Plan 213,131 74,906 538,559 1.65 Class N Plan 16,290 11,044 61,816 0.83 - -------------------------------------------------------------------------------- 5. Option Activity The Fund may buy and sell put and call options, or write put and covered call options on portfolio securities in order to produce incremental earnings or protect against changes in the value of portfolio securities. The Fund generally purchases put options or writes covered call options to hedge against adverse movements in the value of portfolio holdings. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option. Options are valued daily based upon the last sale price on the principal exchange on which the option is traded and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss upon the expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. Securities designated to cover outstanding call options are noted in the Statement of Investments where applicable. Shares subject to call, expiration date, exercise price, premium received and market value are detailed in a note to the Statement of Investments. Options written are reported as a liability in the Statement of Assets and Liabilities. Realized gains and losses are reported in the Statement of Operations. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Written option activity for the year ended October 31, 2003 was as follows: Call Options ------------------------- Number of Amount of Contracts Premiums - ----------------------------------------------------- Options outstanding as of October 31, 2002 14 $ 742 Options written 1,511 72,602 Options exercised (1,525) (73,344) ---------------------- Options outstanding as of October 31, 2003 -- $ -- ====================== 29 | OPPENHEIMER VALUE FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 6. Acquisition of Oppenheimer Trinity Value Fund On September 18, 2003, the Fund acquired all of the net assets of Oppenheimer Trinity Value Fund, pursuant to an Agreement and Plan of Reorganization approved by the Oppenheimer Trinity Value Fund shareholders on September 12, 2003. The Fund issued (at an exchange ratio of 0.462030 for Class A, 0.454702 for Class B, 0.467218 for Class C, 0.462387 for Class N and 0.458575 for Class Y of the Fund to one share of Oppenheimer Value Fund 248,058; 113,904; 101,608; 31,233 and 33,446 shares of capital stock for Class A, Class B, Class C, Class N and Class Y, respectively, valued at $4,532,025, $2,051,415, $1,804,555, $564,383 and $621,753 in exchange for the net assets, resulting in combined Class A net assets of $199,379,468, Class B net assets of $59,597,524, Class C net assets of $31,165,757, Class N net assets of $6,114,820 and Class Y net assets of $2,499,533 on September 18, 2003. The net assets acquired included net unrealized appreciation of $721,866 and an unused capital loss carryforward of $2,018,832, potential utilization subject to tax limitations. The exchange qualified as a tax-free reorganization for federal income tax purposes. - -------------------------------------------------------------------------------- 7. Borrowing and Lending Arrangements The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Directors, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the year ended or at October 31, 2003. 30 | OPPENHEIMER VALUE FUND INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Board of Directors and Shareholders of Oppenheimer Series Fund, Inc.: We have audited the accompanying statement of assets and liabilities including the statement of investments of Oppenheimer Value Fund (one of the portfolios constituting the Oppenheimer Series Fund, Inc.) as of October 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2003, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Value Fund as of October 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Denver, Colorado November 21, 2003 31 | OPPENHEIMER VALUE FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2004, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2003. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. Dividends of $0.0340, $0.0465 and $0.0224 per share were paid to Class A, Class N and Class Y shareholders, respectively, on December 6, 2002, all of which was designated as ordinary income for federal income tax purposes. Dividends, if any, paid by the Fund during the fiscal year ended October 31, 2003 which are not designated as capital gain distributions should be multiplied by 100% to arrive at the amount eligible for the corporate dividend-received deduction. A portion, if any, of the dividends paid by the Fund during the fiscal year ended October 31, 2003 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividendincome as stipulated by recent tax legislation. $3,054,725 of the Fund's fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2004, shareholders of record will receive information regarding the percentage of distributions that are eligible for lower individual income tax rates. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. Portfolio Proxy Voting Policies and Procedures 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 1.800.225.5677, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund will be required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 32 | OPPENHEIMER VALUE FUND DIRECTORS AND OFFICERS Unaudited - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------ Name, Position(s) Held with Principal Occupation(s) During Past 5 Years; Other Trusteeships/Directorships Held Fund, Length of Service, Age by Director; Number of Portfolios in Fund Complex Currently Overseen by Director INDEPENDENT The address of each Director in the chart below is 6803 S. Tucson Way, DIRECTORS Centennial, CO 80112-3924. Each Director serves for an indefinite term, until his or her resignation, retirement, death or removal. Mr. Motley was elected as Director to the Board I funds effective October 10, 2002 and did not hold shares of Board I funds during the calendar year ended December 31, 2002. Clayton K. Yeutter, Of Counsel (since 1993), Hogan & Hartson (a law firm). Other directorships: Chairman of the Board Weyerhaeuser Corp. (since 1999) and Danielson Holding Corp. (since 2002); of Directors (since 2003), formerly a director of Caterpillar, Inc. (1993-December 2002). Oversees 25 Director (since 1991) portfolios in the OppenheimerFunds complex. Age: 72 Robert G. Galli, A trustee or director of other Oppenheimer funds. Oversees 35 portfolios in the Director (since 1996) OppenheimerFunds complex. Age: 70 Phillip A. Griffiths, A director (since 1991) of the Institute for Advanced Study, Princeton, N.J., a Director (since 1999) director (since 2001) of GSI Lumonics, a trustee (since 1983) of Woodward Age: 65 Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 25 portfolios in the OppenheimerFunds complex. Joel W. Motley, Director (since 2002) Columbia Equity Financial Corp. (privately-held financial Director (since 2002) adviser); Managing Director (since 2002) Carmona Motley, Inc. (privately-held Age: 51 financial adviser); Formerly he held the following positions: Managing Director (January 1998-December 2001), Carmona Motley Hoffman Inc. (privately-held financial adviser); Managing Director (January 1992-December 1997), Carmona Motley & Co. (privately-held financial adviser). Oversees 25 portfolios in the OppenheimerFunds complex. Kenneth A. Randall, A director of Dominion Resources, Inc. (electric utility holding company) and Director (since 1985) Prime Retail, Inc. (real estate investment trust); formerly a director of Age: 76 Dominion Energy, Inc. (electric power and oil & gas producer), President and Chief Executive Officer of The Conference Board, Inc. (international economic and business research) and a director of Lumbermens Mutual Casualty Company, American Motorists Insurance Company and American Manufacturers Mutual Insurance Company. Oversees 25 portfolios in the OppenheimerFunds complex. Edward V. Regan, President, Baruch College, CUNY; a director of RBAsset (real estate manager); a Director (since 1993) director of OffitBank; formerly Trustee, Financial Accounting Foundation (FASB Age: 73 and GASB), Senior Fellow of Jerome Levy Economics Institute, Bard College, Chairman of Municipal Assistance Corporation for the City of New York, New York State Comptroller and Trustee of New York State and Local Retirement Fund. Oversees 25 investment companies in the OppenheimerFunds complex.
33 | OPPENHEIMER VALUE FUND DIRECTORS AND OFFICERS Unaudited / Continued - --------------------------------------------------------------------------------
Russell S. Reynolds, Jr., Chairman (since 1993) of The Directorship Search Group, Inc. (corporate Director (since 1989) governance consulting and executive recruiting); a life trustee of International Age: 71 House (non-profit educational organization), and a trustee (since 1996) of the Greenwich Historical Society. Oversees 25 portfolios in the OppenheimerFunds complex. Donald W. Spiro, Chairman Emeritus (since January 1991) of the Manager. Formerly a director Vice Chairman of the (January 1969-August 1999) of the Manager. Oversees 25 portfolios in the Board of Directors, OppenheimerFunds complex. Director (since 1985) Age: 77 - ------------------------------------------------------------------------------------------------------------------------ INTERESTED DIRECTOR The address of Mr. Murphy in the chart below is Two World Financial Center, 225 AND OFFICER Liberty St., New York, NY 10281-1008. Mr. Murphy serves for an indefinite term, until his resignation, death or removal. John V. Murphy, Chairman, Chief Executive Officer and director (since June 2001) and President President and Director, (since September 2000) of the Manager; President and a director or trustee of Director (since 2001) other Oppenheimer funds; President and a director (since July 2001) of Age: 54 Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity Investment Management Corp. and Tremont Advisers, Inc. (investment advisory affiliates of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of David L. Babson & Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 72 portfolios as Trustee/Officer and 10 portfolios as Officer in the OppenheimerFunds complex.
34 | OPPENHEIMER VALUE FUND
- ------------------------------------------------------------------------------------------------------------------------ OFFICERS The address of the Officers in the chart below is as follows: for Messrs. Leavy and Zack, Two World Financial Center, 225 Liberty St., New York, NY 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or her earlier resignation, death or removal. Christopher Leavy, Senior Vice President (since September 2000) of the Manager; prior to joining Vice President (since 2000) the Manager in September 2000, he was a portfolio manager of Morgan Stanley Dean Age: 32 Witter Investment Management (from 1997) prior to which he was a portfolio manager and equity analyst of Crestar Asset Management (from 1995). An officer of 5 portfolios in the OppenheimerFunds complex. Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer Treasurer (since 1999) (since March 1999) of HarbourView Asset Management Corporation, Shareholder Age: 44 Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000) (offshore fund management subsidiaries of the Manager); Treasurer and Chief Financial Officer (since May 2000) of Oppenheimer Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services Division. An officer of 82 portfolios in the OppenheimerFunds complex. Robert G. Zack, Senior Vice President (since May 1985) and General Counsel (since February 2002) Secretary (since 2001) of the Manager; General Counsel and a director (since November 2001) of Age: 55 OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Vice President and a director (since November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International Ltd. and OppenheimerFunds plc (October 1997-November 2001). An officer of 82 portfolios in the OppenheimerFunds complex.
The Fund's Statement of Additional Information contains additional information about the Fund's Directors and is available without charge upon request. 35 | OPPENHEIMER VALUE FUND ITEM 2. CODE OF ETHICS ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Directors of the Fund has determined that Edward V. Regan, the Chairman of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Regan as the Audit Committee's financial expert. Mr. Regan is an "independent" Director pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED ITEM 5. NOT APPLICABLE ITEM 6. RESERVED ITEM 7. NOT APPLICABLE ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of October 31, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. ITEM 10. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CERT 3 ex99_302cert-375.txt EX99_302CERT-375.TXT Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, John V. Murphy, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Value Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 12/16/03 /s/John V. Murphy ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, Brian W. Wixted, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Value Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 12/16/03 /s/Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 4 ex99_906cert-375.txt EX99_906CERT-375.TXT EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 John V. Murphy, Chief Executive Officer, and Brian W. Wixted, Chief -------------- --------------- Financial Officer, of Oppenheimer Value Fund (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended October 31, 2003 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer Value Fund Oppenheimer Value Fund /s/John V. Murphy /s/Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 12/16/03 Date: 12/16/03 EX-99.CODE ETH 5 ex99_code-375.txt EX99_CODE-375.TXT EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A.(1) 1. Purpose of the Code This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. - -------- 1 The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. Prohibitions The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. Reports of Conflicts of Interests If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. Waivers Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. Reporting Requirements (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.(2) 6. Annual Renewal At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. Sanctions Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. Administration and Construction (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the - --------- 2 An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. Required Records The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. Amendments and Modifications This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. Confidentiality. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS Each Oppenheimer or Centennial fund Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer Personnel of OFI who by virtue of their jobs perform critical financial and accounting functions for OFI on behalf of a Fund, including: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting -----END PRIVACY-ENHANCED MESSAGE-----