N-CSR

TOP HOLDINGS AND ALLOCATIONS


Top Ten Common Stock Industries

Oil, Gas & Consumable Fuels	16.2	%
Media	8.6
Insurance	7.4
Pharmaceuticals	6.5
Food & Staples Retailing	6.4
Diversified Financial Services	6.2
Capital Markets	5.1
Chemicals	4.7
Industrial Conglomerates	4.0
Communications Equipment	3.7

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2009, and are based on net assets.


Top Ten Common Stock Holdings

Chevron Corp.	5.2	%
JPMorgan Chase & Co.	4.5
Tyco International Ltd.	4.0
Kroger Co. (The)	3.5
Motorola, Inc.	3.3
AT&T, Inc.	3.1
Navistar International Corp.	3.1
Morgan Stanley	3.1
News Corp., Inc., Cl. A	3.0
Walgreen Co.	3.0

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2009, and are based on net assets. For more current Fund holdings, please visit www.oppenheimerfunds.com.

8 | OPPENHEIMER VALUE FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund’s performance during its fiscal year ended October 31, 2009, followed by a graphical comparison of the Fund’s performance to an appropriate broad-based market index.

Management’s Discussion of Fund Performance. During the one-year period ended October 31, 2009, Oppenheimer Value Fund’s Class A shares (without sales charge) returned 17.50%, outperforming the Russell 1000 Value Index (the “Index”), which returned 4.78%. We attribute the Fund’s performance primarily to better relative stock selection. Relative to the Index, the Fund outperformed within the industrials, materials, financials, healthcare, information technology and consumer discretionary sectors. The Fund underperformed the Index within the energy, telecommunication services and consumer staples sectors.

In terms of contributors to performance, the top three contributors on a sector basis were industrials, materials and financials, in that order. Within the industrials sector, the Fund’s holdings in the industrial conglomerates subsector produced strong relative performance for the Fund, with contributions from Tyco International Ltd. and Siemens AG. The Fund was heavily overweight Tyco, which had a strong reporting period, and was among the top three contributors to performance during the period. Siemens performed well for the Fund at the beginning of the reporting period and we exited our position soon afterwards, which added to relative performance. Other securities which contributed to performance within industrials were Navistar International Corp. and Goodrich Corp. An overweight position to Navistar benefited performance, as it performed well during the reporting period. We exited our position in Goodrich during the period and locked in our gains.

In the materials sector, The Lubrizol Corp. and Mosaic Co. produced strong performance for the Fund versus the Index. The Fund’s overweight position to Lubrizol, which performed very well during the reporting period, contributed strongly to relative performance. The holding was the top contributor to relative performance during the one-year period. Mosaic was held by the Fund for much of the first half of the reporting period, during which time it performed well. We exited our position in this security and took gains.

In terms of the financials sector, the Fund’s overweight positions to Morgan Stanley, Everest Re Group Ltd. and MetLife, Inc. contributed to performance, as they all performed well during the period. Our strategy with Wells Fargo & Co. benefited Fund performance during the reporting period, as we did not hold the stock from the beginning of the reporting period until January 2009, during which time it underperformed. Beginning in March through September 2009, the stock outperformed, and the Fund benefited from a

10 | OPPENHEIMER VALUE FUND

much larger position that we had built up. We pared down this position to a degree in October 2009. Another contributor to performance within financials was SLM Corp., which we exited towards the end of the reporting period.

Other individual contributors to performance during the reporting period included Time Warner Cable, Inc. in consumer discretionary and Walgreen Co. in consumer staples. Our overweight position to both securities benefited performance. Pharmaceutical companies Schering-Plough Corp. and Wyeth also performed well for the Fund, as we exited our positions in both and locked in our gains.

On the negative side, the Fund underperformed the Index in the energy, telecommunication services and consumer staples sectors. Within the energy sector, the Fund underperformed due to weaker relative stock selection. A few securities held by the Fund within the oil, gas and consumable fuels subsector underperformed during the reporting period. Our overweight to companies such as Devon Energy Corp. and Hess Corp. (the latter of which we exited) detracted from relative performance. An underweight position as well as weaker relative stock selection within telecommunication services, and an overweight position to consumer staples also detracted from relative performance.

At period end, the Fund had overweight positions in information technology, consumer staples, healthcare, industrials, materials, consumer discretionary, and underweights in financials, energy, utilities and telecommunication services.

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, 2009. In the case of Class A, Class B, Class C and Class Y shares, performance is measured over a ten-fiscal-year period. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

The Fund’s performance is compared to the performance of the Standard & Poor’s (S&P) 500 Index, an unmanaged index of equity securities. The index’s performance includes reinvestment of income but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments in the index.

11 | OPPENHEIMER VALUE FUND

Class B Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month end, visit us at www.oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent 1% deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. See page 17 for further information.

13 | OPPENHEIMER VALUE FUND

Class N Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

15 | OPPENHEIMER VALUE FUND

FUND PERFORMANCE DISCUSSION

Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical Investments in:

16 | OPPENHEIMER VALUE FUND

NOTES

Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns shown do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Investors should consider the Fund’s investment objectives, risks, and other charges and expenses carefully before investing. The Fund’s prospectus and, if available, the Fund’s summary prospectus contain this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc.

Class A shares of the Fund were first publicly offered on 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 10-year 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 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 12/16/96. Class Y shares are offered only to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals.

An explanation of the calculation of performance is in the Fund’s Statement of Additional Information.

17 | OPPENHEIMER VALUE FUND

FUND EXPENSES

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2009.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

18 | OPPENHEIMER VALUE FUND


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	May 1, 2009		October 31, 2009		October 31, 2009

Actual
Class A	$	1,000.00	$	1,231.60	$	6.20
Class B		1,000.00		1,226.10		10.71
Class C		1,000.00		1,226.50		10.48
Class N		1,000.00		1,230.00		7.33
Class Y		1,000.00		1,233.90		4.51

Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.66		5.62
Class B		1,000.00		1,015.63		9.70
Class C		1,000.00		1,015.83		9.49
Class N		1,000.00		1,018.65		6.64
Class Y		1,000.00		1,021.17		4.08

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended October 31, 2009 are as follows:


Class	Expense Ratios

Class A		1.10	%
Class B		1.90
Class C		1.86
Class N		1.30
Class Y		0.80

The expense ratios reflect reduction to custodian expenses and voluntary waivers or reimbursements of expenses by the Fund’s Manager and Transfer Agent that can be terminated at any time, without advance notice. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

19 | OPPENHEIMER VALUE FUND

STATEMENT OF INVESTMENTS October 31, 2009


	Shares		Value

Common Stocks—96.3%
Consumer Discretionary—9.6%
Media—8.6%
Cablevision Systems Corp. New York Group, Cl. A		862,121	$	19,794,298
News Corp., Inc., Cl. A		5,316,640		61,247,693
Time Warner Cable, Inc.		1,445,615		57,015,055
Viacom, Inc., Cl. B¹		1,258,110		34,711,255

				172,768,301

Specialty Retail—1.0%
Bed Bath & Beyond, Inc.¹		605,666		21,325,500
Consumer Staples—7.9%
Beverages—1.5%
Molson Coors Brewing Co., Cl. B, Non-Vtg.		631,184		30,909,080
Food & Staples Retailing—6.4%
Kroger Co. (The)		3,010,880		69,641,654
Walgreen Co.		1,573,090		59,509,995

				129,151,649

Energy—16.2%
Oil, Gas & Consumable Fuels—16.2%
Apache Corp.		356,600		33,563,192
Chevron Corp.		1,370,850		104,924,859
Devon Energy Corp.		463,163		29,971,278
EOG Resources, Inc.		126,730		10,348,772
Exxon Mobil Corp.		672,490		48,197,358
Marathon Oil Corp.		1,666,970		53,293,031
Petroleo Brasileiro SA, Sponsored ADR		929,730		37,300,768
Valero Energy Corp.		548,070		9,920,067

				327,519,325

Financials—20.2%
Capital Markets—5.1%
Goldman Sachs Group, Inc. (The)		237,020		40,333,693
Morgan Stanley		1,945,205		62,479,985

				102,813,678

Commercial Banks—1.5%
Wells Fargo & Co.		1,101,749		30,320,132
Diversified Financial Services—6.2%
Bank of America Corp.		2,277,290		33,202,888
JPMorgan Chase & Co.		2,160,880		90,259,958

				123,462,846

Insurance—7.4%
ACE Ltd.		581,600		29,870,976
Allstate Corp.		681,100		20,140,127
Assurant, Inc.		1,028,132		30,771,991
Everest Re Group Ltd.		354,381		31,004,794
MetLife, Inc.		1,112,320		37,852,250

				149,640,138

Health Care—10.7%
Health Care Equipment & Supplies—2.0%
Covidien plc		961,900		40,515,228
Health Care Providers & Services—2.2%
Aetna, Inc.		1,677,460		43,664,284
Pharmaceuticals—6.5%
Biovail Corp.		1,524,980		20,526,231
Merck & Co., Inc.		1,880,980		58,178,711
Pfizer, Inc.		3,059,188		52,097,972

				130,802,914

Industrials—11.1%
Aerospace & Defense—1.3%
AerCap Holdings NV¹		561,793		4,707,825
Lockheed Martin Corp.		300,200		20,650,758

				25,358,583

Electrical Equipment—1.7%
General Cable Corp.¹		1,095,200		34,104,528

F1 | OPPENHEIMER VALUE FUND

STATEMENT OF INVESTMENTS Continued


	Shares			Value

Industrial Conglomerates—4.0%
Tyco International Ltd.		2,404,590		$	80,673,995
Machinery—3.1%
Navistar International Corp.¹		1,885,585			62,488,287
Trading Companies & Distributors—1.0%
Aircastle Ltd.		1,999,865			15,838,931
Genesis Lease Ltd., ADS		558,888			4,638,770

					20,477,701

Information Technology—8.0%
Communications Equipment—3.7%
Motorola, Inc.		7,818,950			67,008,402
QUALCOMM, Inc.		208,507			8,634,275

					75,642,677

Computers & Peripherals—1.5%
Dell, Inc.¹		2,085,900			30,224,691
Internet Software & Services—1.5%
Google, Inc., Cl. A¹		57,370			30,757,204
Software—1.3%
Oracle Corp.		1,204,700			25,419,170
Materials—4.7%
Chemicals—4.7%
Celanese Corp., Series A		794,200			21,800,790
Lubrizol Corp. (The)		527,230			35,092,429
Potash Corp. of Saskatchewan, Inc.		414,230			38,432,259

					95,325,478

Telecommunication Services—3.4%
Diversified Telecommunication Services—3.1%
AT&T, Inc.		2,450,550			62,905,619
Wireless Telecommunication Services—0.3%
Sprint Nextel Corp.¹		2,014,970			5,964,311
Utilities—4.5%
Electric Utilities—3.4%
Edison International, Inc.		1,226,800			39,036,776
Exelon Corp.		636,719			29,900,324

					68,937,100

Multi-Utilities—1.1%
PG&E Corp.		503,690			20,595,884


Total Common Stocks (Cost $1,713,203,577)					1,941,768,303

Investment Company—1.7%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.26%^2,3 (Cost $34,031,043)		34,031,043			34,031,043

Total Investments, at Value (Cost $1,747,234,620)		98.0	%		1,975,799,346

Other Assets Net of Liabilities		2.0			41,055,290

Net Assets		100.0	%	$	2,016,854,636

Footnotes to Statement of Investments


1.		Non-income producing security.

2.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2009, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

Shares

Gross

Shares

October 31, 2008

Additions

Reductions

October 31, 2009

Oppenheimer Institutional Money Market Fund, Cl. E

13,324,440

1,423,540,202

1,402,833,599

34,031,043


	Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E	$	34,031,043	$	898,474

Rate shown is the 7-day yield as of October 31, 2009.

F2 | OPPENHEIMER VALUE FUND

Valuation Inputs

Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

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

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

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

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of October 31, 2009 based on valuation input level:


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

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	194,093,801	$	—	$	—	$	194,093,801
Consumer Staples		160,060,729		—		—		160,060,729
Energy		327,519,325		—		—		327,519,325
Financials		406,236,794		—		—		406,236,794
Health Care		214,982,426		—		—		214,982,426
Industrials		223,103,094		—		—		223,103,094
Information Technology		162,043,742		—		—		162,043,742
Materials		95,325,478		—		—		95,325,478
Telecommunication Services		68,869,930		—		—		68,869,930
Utilities		89,532,984		—		—		89,532,984
Investment Company		34,031,043		—		—		34,031,043

Total Assets	$	1,975,799,346	$	—	$	—	$	1,975,799,346

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

See the accompanying Notes for further discussion of the methods used in determining value of the Fund’s investments, and a summary of changes to the valuation techniques, if any, during the reporting period.

See accompanying Notes to Financial Statements.

F3 | OPPENHEIMER VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2009


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,713,203,577)	$	1,941,768,303
Affiliated companies (cost $34,031,043)		34,031,043

		1,975,799,346

Cash		3,777,999

Receivables and other assets:
Investments sold		63,941,505
Dividends		3,388,215
Shares of capital stock sold		1,263,490
Other		114,646

Total assets		2,048,285,201

Liabilities
Payables and other liabilities:
Investments purchased		26,583,708
Shares of capital stock redeemed		3,536,221
Transfer and shareholder servicing agent fees		602,096
Directors’ compensation		316,167
Distribution and service plan fees		251,740
Shareholder communications		90,284
Other		50,349

Total liabilities		31,430,565

Net Assets	$	2,016,854,636


Composition of Net Assets
Par value of shares of capital stock	$	108,357
Additional paid-in capital		3,036,860,655
Accumulated net investment income		23,996,533
Accumulated net realized loss on investments and foreign currency transactions		(1,272,675,635	)
Net unrealized appreciation on investments		228,564,726


Net Assets	$	2,016,854,636

F4 | OPPENHEIMER VALUE FUND


Net Asset Value Per Share

Class A Shares:
Net asset value and redemption price per share (based on net assets of $822,405,813 and 44,312,418 shares of capital stock outstanding)	$	18.56
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	19.69

Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $61,761,465 and 3,410,456 shares of capital stock outstanding)	$	18.11

Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $164,374,398 and 9,255,673 shares of capital stock outstanding)	$	17.76

Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $110,610,284 and 6,082,691 shares of capital stock outstanding)	$	18.18

Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $857,702,676 and 45,296,100 shares of capital stock outstanding)	$	18.94

See accompanying Notes to Financial Statements.

F5 | OPPENHEIMER VALUE FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2009


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $476,710)	$	50,686,792
Affiliated companies		898,474
Interest		19,349

Total investment income		51,604,615

Expenses
Management fees		9,542,959
Distribution and service plan fees:
Class A		1,950,029
Class B		597,422
Class C		1,521,775
Class N		553,188
Transfer and shareholder servicing agent fees:
Class A		2,824,877
Class B		408,432
Class C		554,517
Class N		845,968
Class Y		2,489,834
Shareholder communications:
Class A		149,659
Class B		37,439
Class C		37,737
Class N		10,776
Class Y		268,390
Directors’ compensation		93,062
Custodian fees and expenses		24,680
Accounting service fees		15,000
Other		142,621

Total expenses		22,068,365
Less reduction to custodian expenses		(472	)
Less waivers and reimbursements of expenses		(1,099,605	)

Net expenses		20,968,288

Net Investment Income		30,636,327

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies (including premiums on options exercised)		(665,743,023	)
Closing and expiration of option contracts written		1,676,499
Foreign currency transactions		(19,174,133	)

Net realized loss		(683,240,657	)
Net change in unrealized appreciation on investments		927,343,969

Net Increase in Net Assets Resulting from Operations	$	274,739,639

See accompanying Notes to Financial Statements.

F6 | OPPENHEIMER VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS


Year Ended October 31,	2009			2008

Operations
Net investment income	$	30,636,327		$	45,021,642
Net realized loss		(683,240,657	)		(572,934,883	)
Net change in unrealized appreciation (depreciation)		927,343,969			(1,057,598,016	)


Net increase (decrease) in net assets resulting from operations		274,739,639			(1,585,511,257	)

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(15,432,248	)		(15,881,405	)
Class B		(273,563	)		—
Class C		(1,182,342	)		(630,461	)
Class N		(1,653,980	)		(1,182,251	)
Class Y		(22,327,600	)		(13,296,659	)


		(40,869,733	)		(30,990,776	)

Distributions from net realized gain:
Class A		—			(119,494,222	)
Class B		—			(10,200,850	)
Class C		—			(22,028,626	)
Class N		—			(13,422,724	)
Class Y		—			(72,883,557	)


		—			(238,029,979	)

Capital Stock Transactions
Net increase (decrease) in net assets resulting from capital stock transactions:
Class A		(231,836,627	)		65,525,168
Class B		(17,326,099	)		(20,552,482	)
Class C		(31,234,660	)		3,007,443
Class N		(35,089,884	)		36,238,563
Class Y		(245,442,272	)		568,853,131


		(560,929,542	)		653,071,823

Net Assets
Total decrease		(327,059,636	)		(1,201,460,189	)
Beginning of period		2,343,914,272			3,545,374,461


End of period (including accumulated net investment income of $23,996,533 and $35,397,040, respectively)	$	2,016,854,636		$	2,343,914,272

See accompanying Notes to Financial Statements.

F7 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS


Class A Year Ended October 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	16.11		$	29.39		$	26.08		$	23.79		$	21.15

Income (loss) from investment operations:
Net investment income¹		.23			.31			.28			.25			.19
Net realized and unrealized gain (loss)		2.49			(11.44	)		4.10			3.24			2.75

Total from investment operations		2.72			(11.13	)		4.38			3.49			2.94

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.27	)		(.25	)		(.21	)		(.17	)		(.11	)
Distributions from net realized gain		—			(1.90	)		(.86	)		(1.03	)		(.19	)

Total dividends and/or distributions to shareholders		(.27	)		(2.15	)		(1.07	)		(1.20	)		(.30	)


Net asset value, end of period	$	18.56		$	16.11		$	29.39		$	26.08		$	23.79


Total Return, at Net Asset Value²		17.50	%		(40.58	)%		17.37	%		15.20	%		13.99	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	822,406		$	969,240		$	1,747,318		$	1,282,691		$	835,793

Average net assets (in thousands)	$	786,984		$	1,514,969		$	1,504,682		$	1,052,054		$	600,426

Ratios to average net assets:³
Net investment income		1.47	%		1.35	%		1.01	%		1.03	%		0.83	%
Total expenses		1.12	%⁴		0.94	%⁴		0.89	%⁴		0.93	%⁴		0.99	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.10	%		0.94	%		0.89	%		0.93	%		0.99	%

Portfolio turnover rate		132	%		157	%		130	%		101	%		72	%


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

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

3.		Annualized for periods less than one full year.

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


Year Ended October 31, 2009	1.12	%
Year Ended October 31, 2008	0.94	%
Year Ended October 31, 2007	0.89	%
Year Ended October 31, 2006	0.93	%

See accompanying Notes to Financial Statements.

F8 | OPPENHEIMER VALUE FUND


Class B Year Ended October 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	15.60		$	28.51		$	25.33		$	23.17		$	20.68

Income (loss) from investment operations:
Net investment income (loss)¹		.10			.11			.05			.04			(.01	)
Net realized and unrealized gain (loss)		2.47			(11.12	)		3.99			3.15			2.69

Total from investment operations		2.57			(11.01	)		4.04			3.19			2.68

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.06	)		—			—			—			—
Distributions from net realized gain		—			(1.90	)		(.86	)		(1.03	)		(.19	)

Total dividends and/or distributions to shareholders		(.06	)		(1.90	)		(.86	)		(1.03	)		(.19	)


Net asset value, end of period	$	18.11		$	15.60		$	28.51		$	25.33		$	23.17


Total Return, at Net Asset Value²		16.63	%		(41.13	)%		16.40	%		14.19	%		13.02	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	61,762		$	71,712		$	157,689		$	147,034		$	127,258

Average net assets (in thousands)	$	59,861		$	116,991		$	159,306		$	136,256		$	109,545

Ratios to average net assets:³
Net investment income (loss)		0.67	%		0.49	%		0.19	%		0.19	%		(0.03	)%
Total expenses		2.24	%⁴		1.81	%⁴		1.73	%⁴		1.81	%⁴		1.87	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.89	%		1.81	%		1.73	%		1.81	%		1.87	%

Portfolio turnover rate		132	%		157	%		130	%		101	%		72	%


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

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

3.		Annualized for periods less than one full year.

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


Year Ended October 31, 2009	2.24	%
Year Ended October 31, 2008	1.81	%
Year Ended October 31, 2007	1.73	%
Year Ended October 31, 2006	1.81	%

See accompanying Notes to Financial Statements.

F9 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued


Class C Year Ended October 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	15.35		$	28.11		$	25.00		$	22.89		$	20.41

Income (loss) from investment operations:
Net investment income¹		.10			.13			.06			.06			.01
Net realized and unrealized gain (loss)		2.41			(10.94	)		3.94			3.11			2.66

Total from investment operations		2.51			(10.81	)		4.00			3.17			2.67

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.10	)		(.05	)		(.03	)		(.03	)		—
Distributions from net realized gain		—			(1.90	)		(.86	)		(1.03	)		(.19	)

Total dividends and/or distributions to shareholders		(.10	)		(1.95	)		(.89	)		(1.06	)		(.19	)


Net asset value, end of period	$	17.76		$	15.35		$	28.11		$	25.00		$	22.89


Total Return, at Net Asset Value²		16.64	%		(41.05	)%		16.48	%		14.31	%		13.14	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	164,374		$	175,970		$	325,044		$	247,730		$	170,710

Average net assets (in thousands)	$	152,381		$	268,992		$	284,073		$	212,087		$	124,605

Ratios to average net assets:³
Net investment income		0.66	%		0.59	%		0.23	%		0.25	%		0.04	%
Total expenses		1.88	%⁴		1.70	%⁴		1.67	%⁴		1.72	%⁴		1.77	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.86	%		1.70	%		1.67	%		1.71	%		1.77	%

Portfolio turnover rate		132	%		157	%		130	%		101	%		72	%


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

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

3.		Annualized for periods less than one full year.

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


Year Ended October 31, 2009	1.88	%
Year Ended October 31, 2008	1.70	%
Year Ended October 31, 2007	1.67	%
Year Ended October 31, 2006	1.72	%

See accompanying Notes to Financial Statements.

F10 | OPPENHEIMER VALUE FUND


Class N Year Ended October 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	15.74		$	28.79		$	25.56		$	23.38		$	20.80

Income (loss) from investment operations:
Net investment income¹		.21			.22			.18			.16			.11
Net realized and unrealized gain (loss)		2.43			(11.20	)		4.02			3.17			2.72

Total from investment operations		2.64			(10.98	)		4.20			3.33			2.83

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.20	)		(.17	)		(.11	)		(.12	)		(.06	)
Distributions from net realized gain		—			(1.90	)		(.86	)		(1.03	)		(.19	)

Total dividends and/or distributions to shareholders		(.20	)		(2.07	)		(.97	)		(1.15	)		(.25	)


Net asset value, end of period	$	18.18		$	15.74		$	28.79		$	25.56		$	23.38


Total Return, at Net Asset Value²		17.23	%		(40.83	)%		16.96	%		14.73	%		13.68	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	110,610		$	133,088		$	202,101		$	122,588		$	76,058

Average net assets (in thousands)	$	112,033		$	188,506		$	163,402		$	104,142		$	53,166

Ratios to average net assets:³
Net investment income		1.35	%		0.96	%		0.66	%		0.66	%		0.50	%
Total expenses		1.75	%⁴		1.46	%⁴		1.26	%⁴		1.33	%⁴		1.30	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.32	%		1.32	%		1.25	%		1.31	%		1.30	%

Portfolio turnover rate		132	%		157	%		130	%		101	%		72	%


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

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

3.		Annualized for periods less than one full year.

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


Year Ended October 31, 2009	1.75	%
Year Ended October 31, 2008	1.46	%
Year Ended October 31, 2007	1.26	%
Year Ended October 31, 2006	1.33	%

See accompanying Notes to Financial Statements.

F11 | OPPENHEIMER VALUE FUND

FINANCIAL HIGHLIGHTS Continued


Class Y Year Ended October 31,	2009			2008			2007			2006			2005

Per Share Operating Data
Net asset value, beginning of period	$	16.49		$	30.03		$	26.61		$	24.23		$	21.54

Income (loss) from investment operations:
Net investment income¹		.29			.40			.38			.33			.26
Net realized and unrealized gain (loss)		2.52			(11.69	)		4.19			3.31			2.81

Total from investment operations		2.81			(11.29	)		4.57			3.64			3.07

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.36	)		(.35	)		(.29	)		(.23	)		(.19	)
Distributions from net realized gain		—			(1.90	)		(.86	)		(1.03	)		(.19	)

Total dividends and/or distributions to shareholders		(.36	)		(2.25	)		(1.15	)		(1.26	)		(.38	)


Net asset value, end of period	$	18.94		$	16.49		$	30.03		$	26.61		$	24.23


Total Return, at Net Asset Value²		17.94	%		(40.37	)%		17.81	%		15.58	%		14.38	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	857,703		$	993,904		$	1,113,222		$	430,910		$	141,489

Average net assets (in thousands)	$	881,802		$	1,187,081		$	643,874		$	287,929		$	83,000

Ratios to average net assets:³
Net investment income		1.83	%		1.73	%		1.33	%		1.32	%		1.10	%
Total expenses		0.81	%⁴		0.54	%⁴		0.53	%⁴		0.57	%⁴		0.70	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.79	%		0.54	%		0.53	%		0.57	%		0.70	%

Portfolio turnover rate		132	%		157	%		130	%		101	%		72	%


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

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

3.		Annualized for periods less than one full year.

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


Year Ended October 31, 2009	0.81	%
Year Ended October 31, 2008	0.54	%
Year Ended October 31, 2007	0.53	%
Year Ended October 31, 2006	0.57	%

See accompanying Notes to Financial Statements.

F12 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Value Fund (the “Fund”), a series of Oppenheimer Series Fund, Inc., 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. Realization of current income is a secondary consideration. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

Securities Valuation. The Fund calculates the net asset value of its shares as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Unadjusted quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than unadjusted quoted prices for an asset that are observable are classified as “Level 2” and significant unobservable inputs, including the Manager’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Fund’s investments under these levels of classification is included following the Statement of Investments.

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily either by portfolio pricing services approved by the Board of Directors or dealers.

Securities traded on a registered U.S. securities exchange are valued based on the last sale price of the security reported on the principal exchange on which traded, prior to

F13 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

the time when the Fund’s assets are valued. Securities whose principal exchange is NASDAQ^® are valued based on the official closing prices reported 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 current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A foreign security traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

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

Corporate, government and municipal debt instruments having a remaining maturity in excess of sixty days and all mortgage-backed securities, collateralized mortgage obligations and other asset-backed securities are valued at the mean between the “bid” and “asked” prices.

“Money market-type” debt instruments with remaining maturities of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value.

In the absence of a readily available unadjusted quoted market price, including for securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund’s assets are valued but after the close of the securities’ respective exchanges, the Manager, acting through its internal valuation committee, in good faith determines the fair valuation of that asset using consistently applied procedures under the supervision of the Board of Directors (which reviews those fair valuations by the Manager). Those procedures include certain standardized methodologies to fair value securities. Such methodologies include, but are not limited to, pricing securities initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be adjusted for any discounts related to resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

There have been no significant changes to the fair valuation methodologies during the period.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the Exchange, normally 4:00 P.M. Eastern time,

F14 | OPPENHEIMER VALUE FUND

on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Directors.

Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

The effect of changes in foreign currency exchange rates on investments is separately identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

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

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

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

F15 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

Net Unrealized

Appreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

$25,774,006

—

1,226,002,992

180,427,010


1.		As of October 31, 2009, the Fund had $1,226,002,992 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, 2009, details of the capital loss carryforwards were as follows:


Expiring

2010	$	188,912
2016		543,381,456
2017		682,432,624

Total	$	1,226,002,992


2.		During the fiscal year ended October 31, 2009, the Fund did not utilize any capital loss carryforward.

3.		During the fiscal year ended October 31, 2008, the Fund did not utilize any capital loss carryforward.

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, 2009. Net assets of the Fund were unaffected by the reclassifications.


	Reduction to		Increase to
	Accumulated		Accumulated Net
Increase to	Net Investment		Realized Loss
Paid-in Capital	Income		on Investments

$1,420,352	$	1,167,101	$	253,251

The tax character of distributions paid during the years ended October 31, 2009 and October 31, 2008 was as follows:


	Year Ended		Year Ended
	October 31, 2009		October 31, 2008

Distributions paid from:
Ordinary income	$	40,870,205	$	108,067,097
Long-term capital gain		—		160,953,658

Total	$	40,870,205	$	269,020,755

F16 | OPPENHEIMER VALUE FUND

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of October 31, 2009 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.


Federal tax cost of securities	$	1,795,372,336


Gross unrealized appreciation	$	227,326,393
Gross unrealized depreciation		(46,899,383	)

Net unrealized appreciation	$	180,427,010

Directors’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent directors. Benefits are based on years of service and fees paid to each director during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent directors as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended October 31, 2009, the Fund’s projected benefit obligations, payments to retired directors and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	25,104
Payments Made to Retired Directors		19,504
Accumulated Liability as of October 31, 2009		204,787

The Board of Directors has adopted a compensation deferral 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. For purposes of determining the amount owed to the Director under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Director. The Fund purchases shares of the funds selected for deferral by the Director in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of 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 compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager.

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

F17 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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 is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

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

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

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

Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

2. Shares of Capital Stock

The Fund has authorized 700 million shares of $0.001 par value capital stock. Transactions in shares of capital stock were as follows:


	Year Ended October 31, 2009						Year Ended October 31, 2008
	Shares			Amount			Shares			Amount

Class A
Sold		9,762,300		$	149,355,604			25,357,074		$	615,286,349
Dividends and/or distributions reinvested		974,496			12,990,286			4,526,116			115,823,305
Redeemed		(26,601,139	)		(394,182,517	)		(29,157,066	)		(665,584,486	)

Net increase (decrease)		(15,864,343	)	$	(231,836,627	)		726,124		$	65,525,168

F18 | OPPENHEIMER VALUE FUND


	Year Ended October 31, 2009						Year Ended October 31, 2008
	Shares			Amount			Shares			Amount

Class B
Sold		597,617		$	8,885,061			987,346		$	22,559,812
Dividends and/or distributions reinvested		19,648			257,385			380,908			9,518,880
Redeemed		(1,802,627	)		(26,468,545	)		(2,303,587	)		(52,631,174	)

Net decrease		(1,185,362	)	$	(17,326,099	)		(935,333	)	$	(20,552,482	)


Class C
Sold		1,753,653		$	25,644,262			2,840,796		$	63,661,571
Dividends and/or distributions reinvested		75,687			972,584			746,778			18,340,849
Redeemed		(4,037,038	)		(57,851,506	)		(3,688,305	)		(78,994,977	)

Net increase (decrease)		(2,207,698	)	$	(31,234,660	)		(100,731	)	$	3,007,443


Class N
Sold		2,402,801		$	35,853,783			3,778,002		$	86,168,136
Dividends and/or distributions reinvested		115,882			1,516,901			541,022			13,579,657
Redeemed		(4,890,679	)		(72,460,568	)		(2,884,437	)		(63,509,230	)

Net increase (decrease)		(2,371,996	)	$	(35,089,884	)		1,434,587		$	36,238,563


Class Y
Sold		12,569,197		$	198,102,184			31,597,614		$	750,866,719
Dividends and/or distributions reinvested		1,631,449			22,138,766			3,255,670			85,005,545
Redeemed		(29,165,209	)		(465,683,222	)		(11,662,169	)		(267,019,133	)

Net increase (decrease)		(14,964,563	)	$	(245,442,272	)		23,191,115		$	568,853,131

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF for the year ended October 31, 2009, were as follows:


	Purchases		Sales

Investment securities	$	2,548,179,204	$	3,073,594,015

4. Fees and Other Transactions with Affiliates

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


Fee Schedule

Up to $300 million	0.625	%
Next $100 million	0.500
Over $400 million	0.450

Accounting Service 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.

F19 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

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, 2009, the Fund paid $5,957,760 to OFS for services to the Fund.

Additionally, Class Y shares are subject to minimum fees of $10,000 annually for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees.

Distribution and Service Plan (12b-1) Fees. Under its General Distributor’s Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the “Distributor”) acts as the Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Directors and its independent directors must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at September 30, 2009 were as follows:


Class B	$	1,559,240
Class C		2,938,072
Class N		2,323,778

F20 | OPPENHEIMER VALUE FUND

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

Class A

Class B

Class C

Class N

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

October 31, 2009

254,761

7,487

145,802

16,126

4,957

Waivers and Reimbursements of Expenses. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. This undertaking may be amended or withdrawn at any time.

During the year ended October 31, 2009, OFS waived transfer and shareholder servicing agent fees as follows:


Class A	$	160,071
Class B		205,459
Class C		36,076
Class N		480,396
Class Y		133,971

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended October 31, 2009, the Manager waived $83,632 for IMMF management fees.

5. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objectives not only permit the Fund to purchase investment securities, they also allow the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. Central to those strategies are features inherent to derivatives that make them more attractive for this purpose than equity and debt securities: they require little or no initial cash investment, they can focus exposure on only certain selected risk factors, and they may not require the ultimate receipt or delivery of the underlying security (or securities) to the contract. This may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors.

F21 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

Market Risk Factors. In pursuit of its investment objectives, the Fund may seek to use derivatives to increase or decrease its exposure to the following market risk factors:

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in the U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Risks of Investing in Derivatives. The Fund’s use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject

F22 | OPPENHEIMER VALUE FUND

to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to net unrealized appreciation and depreciation for positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

Credit Related Contingent Features. The Fund has several credit related contingent features that if triggered would allow its derivatives counterparties to close out and demand payment or additional collateral to cover their exposure from the Fund. Credit related contingent features are established between the Fund and its derivatives counterparties to reduce the risk that the Fund will not fulfill its payment obligations to its counterparties. These triggering features include, but are not limited to, a percentage decrease in the Fund’s net assets and or a percentage decrease in the Fund’s Net Asset Value or NAV. The contingent features are established within the Fund’s ISDA master agreements which govern positions in swaps, over-the-counter options, and forward currency exchange contracts for each individual counterparty.

The effect of derivative instruments on the Statement of Operations is as follows:


Amount of Realized Gain or Loss Recognized on Derivatives¹
	Closing and
Derivatives	expiration of
Not Accounted for as	option contracts
Hedging Instruments	written

Equity contracts	$	339,321


1.		For the six months ending October 31, 2009.


Amount of Change in Unrealized Gain or Loss Recognized on Derivatives¹
Derivatives
Not Accounted for as	Option contracts
Hedging Instruments	written

Equity contracts	$	217,945


1.		For the six months ending October 31, 2009.

Foreign Currency Exchange Contracts

The Fund may enter into current and forward foreign currency exchange contracts for the purchase or sale of a foreign currency at a negotiated rate at a future date.

Foreign currency exchange contracts are reported on a schedule following the Statement of Investments. These contracts will be valued daily based upon the closing prices of the currency rates determined at the close of the Exchange as provided by a bank, dealer or pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

F23 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

The Fund has purchased and sold foreign currency exchange contracts of different currencies in order to acquire currencies to pay for related foreign securities purchase transactions, or to convert foreign currencies to U.S. dollars from related foreign securities sale transactions. These foreign currency exchange contracts are negotiated at the current spot exchange rate with settlement typically within two business days thereafter.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default. If the counterparty defaults, the Fund’s loss will consist of the net amount of contractual payments that the Fund has not yet received.

As of October 31, 2009, the Fund held no outstanding forward contracts.

Option Activity

The Fund may buy and sell put and call options, or write put and covered call options. 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. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.

Securities designated to cover outstanding call or put options are noted in the Statement of Investments where applicable. Options written are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities.

The Fund has written put options on individual equity securities and, or, equity indexes to increase exposure to equity risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has written covered call options on individual equity securities and, or, equity indexes to decrease exposure to equity risk. A written covered call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

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 that there may be an illiquid market where the Fund is unable to close the contract.

Additional associated risks to the Fund include counterparty credit risk for over-the-counter options and liquidity risk.

F24 | OPPENHEIMER VALUE FUND

Written option activity for the year ended October 31, 2009 was as follows:


	Call Options						Put Options
	Number of			Amount of			Number of			Amount of
	Contracts			Premiums			Contracts			Premiums

Options outstanding as of October 31, 2008		—		$	—			—		$	—
Options written		78,911			5,464,351			7,946			888,782
Options closed or expired		(75,354	)		(4,989,992	)		(7,946	)		(888,782	)
Options exercised		(3,557	)		(474,359	)		—			—

Options outstanding as of October 31, 2009		—		$	—			—		$	—

6. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through December 16, 2009, the date the financial statements were issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

7. Pending Litigation

During 2009, a number of lawsuits have been filed in federal courts against the Manager, the Distributor, and certain mutual funds (“Defendant Funds”) advised by the Manager and distributed by the Distributor (but not against the Fund). The lawsuits naming the Defendant Funds also name certain officers, trustees and former trustees of the respective Defendant Funds. The plaintiffs seek class action status on behalf of purchasers of shares of the respective Defendant Fund during a particular time period. The lawsuits against the Defendant Funds raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Fund’s investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses.

A lawsuit has been brought in state court against the Manager, the Distributor and another subsidiary of the Manager (but not against the Fund), on behalf of the Oregon College Savings Plan Trust, and other lawsuits have been brought in state court against the Manager and that subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. An agreement in principal has been reached to settle the lawsuit on behalf of the Oregon College Savings Plan Trust. All of these lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses.

Other lawsuits have been filed in 2008 and 2009 in various state and federal courts, by investors who made investments through an affiliate of the Manager, against the

F25 | OPPENHEIMER VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Pending Litigation Continued

Manager and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (“Madoff”) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys’ fees and litigation expenses. None of the suits have named the Distributor, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.

The Manager believes that the lawsuits described above are without legal merit and intends to defend them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to defend the suits vigorously on behalf of those Funds, their boards and the Trustees named in those suits. While it is premature to render any opinion as to the likelihood of an outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.

F26 | OPPENHEIMER VALUE FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Oppenheimer Series Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Value Fund (a portfolio of the Oppenheimer Series Fund, Inc.), including the statement of investments, as of October 31, 2009, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2009, by correspondence with the custodian, transfer agent 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, 2009, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
December 16, 2009

F27 | OPPENHEIMER VALUE FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2009, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2008. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

Dividends, if any, paid by the Fund during the fiscal year ended October 31, 2009 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, 2009 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 dividend income as stipulated by recent tax legislation. $50,510,626 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2009, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended October 31, 2009, $11,734 or 0.03% of the ordinary distributions paid by the Fund qualifies as an interest related dividend.

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.

21 | OPPENHEIMER VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

Each year, the Board of Directors (the “Board”), including a majority of the independent Directors, is required to determine whether to renew the Fund’s investment advisory agreement (the “Agreement”). The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Manager provide, such information as may be reasonably necessary to evaluate the terms of the Agreement. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

The Manager and the independent consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Manager’s services, (ii) the investment performance of the Fund and the Manager, (iii) the fees and expenses of the Fund, including comparative expense information, (iv) the profitability of the Manager and its affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Manager from its relationship with the Fund. The Board was aware that there are alternatives to retaining the Manager.

Outlined below is a summary of the principal information considered by the Board as well as the Board’s conclusions.

Nature, Quality and Extent of Services. The Board considered information about the nature, quality, and extent of the services provided to the Fund and information regarding the Manager’s key personnel who provide such services. The Manager’s duties include providing the Fund with the services of the portfolio managers and the Manager’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; securities trading services; oversight of third party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions. The Manager is responsible for providing certain administrative services to the Fund as well. Those services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Fund’s operations; preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration statements required by Federal and state securities laws for the sale of the Fund’s shares. The Manager also provides the Fund with office space, facilities and equipment.

22 | OPPENHEIMER VALUE FUND

The Board also considered the quality of the services provided and the quality of the Manager’s resources that are available to the Fund. The Board took account of the fact that the Manager has had over forty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Manager’s advisory, administrative, accounting, legal and compliance services, and information the Board has received regarding the experience and professional qualifications of the Manager’s key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mitch Williams and John Damian, the portfolio managers for the Fund, and the Manager’s investment team and analysts. The Board members also considered the totality of their experiences with the Manager as directors or trustees of the Fund and other funds advised by the Manager. The Board considered information regarding the quality of services provided by affiliates of the Manager, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Manager’s experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

Investment Performance of the Manager and the Fund. Throughout the year, the Manager provided information on the investment performance of the Fund and the Manager, including comparative performance information. The Board also reviewed information, prepared by the Manager and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail front-end load and no-load large-cap value funds. The Board noted that the Fund’s one-year, three-year, five-year and ten-year performance was below its peer group median.

Costs of Services by the Manager. The Board reviewed the fees paid to the Manager and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Manager. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other large-cap value funds with comparable asset levels and distribution features. The Board noted that the Fund’s contractual and actual management fees and total expenses were lower than its peer group median.

Economies of Scale and Profits Realized by the Manager. The Board considered information regarding the Manager’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Manager’s profitability from its relationship with the

23 | OPPENHEIMER VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / Continued

Fund. The Board reviewed whether the Manager may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Manager. In addition to considering the profits realized by the Manager, the Board considered information that was provided regarding the direct and indirect benefits the Manager receives as a result of its relationship with the Fund, including compensation paid to the Manager’s affiliates and research provided to the Manager in connection with permissible brokerage arrangements (soft dollar arrangements). The Board also considered that the Manager must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.

Conclusions. These factors were also considered by the independent Directors meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Directors. Fund counsel and the independent Directors’ counsel are independent of the Manager within the meaning and intent of the Securities and Exchange Commission Rules.

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Directors, decided to continue the Agreement through September 30, 2010. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

24 | OPPENHEIMER VALUE FUND

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

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at http://www.sec.gov. Those forms may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Householding—Delivery of Shareholder Documents

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

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

25 | OPPENHEIMER VALUE FUND

DIRECTORS AND OFFICERS Unaudited


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INDEPENDENT DIRECTORS		The address of each Director in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Director serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Directors (since 2007) and Director (since 2005) Age: 66		Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999- September 2004). Oversees 58 portfolios in the OppenheimerFunds complex.

David K. Downes, Director (since 2007) Age: 69		Independent Chairman GSK Employee Benefit Trust (since April 2006); Director of Correctnet (January 2006-2007); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); Director of Internet Capital Group (information technology company) (since October 2003); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch & Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse & Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 58 portfolios in the OppenheimerFunds complex.

Matthew P. Fink, Director (since 2005) Age: 68		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 58 portfolios in the OppenheimerFunds complex.

26 | OPPENHEIMER VALUE FUND


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

Phillip A. Griffiths, Director (since 1999) Age: 71		Fellow of the Carnegie Corporation (since 2007); Distinguished Presidential Fellow for International Affairs (since 2002) and Member (since 1979) of the National Academy of Sciences; Council on Foreign Relations (since 2002); Director of GSI Lumonics Inc. (precision technology products company) (since 2001); Senior Advisor of The Andrew W. Mellon Foundation (since 2001); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Foreign Associate of Third World Academy of Sciences; Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 58 portfolios in the OppenheimerFunds complex.

Mary F. Miller, Director (since 2004) Age: 66		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 58 portfolios in the OppenheimerFunds complex.

Joel W. Motley, Director (since 2002) Age: 57		Managing Director of Public Capital Advisors, LLC (privately held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee of Historic Hudson Valley. Oversees 58 portfolios in the OppenheimerFunds complex.

Mary Ann Tynan, Director (since 2008) Age: 64		Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospital (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 58 portfolios in the OppenheimerFunds complex.

Joseph M. Wikler, Director (since 2005) Age: 68		Director of C-TASC (bio-statistics services (since 2007); Director of the following medical device companies: Medintec (since 1992) and Cathco (since 1996); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 58 portfolios in the OppenheimerFunds complex.

Peter I. Wold, Director (since 2005) Age: 61		Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 58 portfolios in the OppenheimerFunds complex.

27 | OPPENHEIMER VALUE FUND

DIRECTORS AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

INTERESTED DIRECTOR		The address of Mr. Reynolds is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Mr. Reynolds serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Reynolds is an “Interested Director” because of a potential consulting relationship between RSR Partners, which Mr. Reynolds may be deemed to control, and the Manager.

Russell S. Reynolds, Jr., Director (since 1996) Age: 77		Chairman of RSR Partners (formerly “The Directorship Search Group, Inc.”) (corporate governance consulting and executive recruiting) (since 1993); Retired CEO of Russell Reynolds Associates (executive recruiting) (October 1969-March 1993); Life Trustee of International House (non-profit educational organization); Former Trustee of The Historical Society of the Town of Greenwich; Former Director of Greenwich Hospital Association. Oversees 58 portfolios in the OppenheimerFunds complex.

INTERESTED DIRECTOR AND OFFICER		The address of Mr. Murphy is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a Director for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Murphy is an interested Director due to his positions with OppenheimerFunds, Inc. and its affiliates.

John V. Murphy, Director, President and Principal Executive Officer (since 2001) Age: 60		Chairman and Director of the Manager (since June 2001); Chief Executive Officer of the Manager (June 2001-December 2008); President of the Manager (September 2000-February 2007); President and director or trustee of other Oppenheimer funds; President and Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) and of Oppenheimer Partnership Holdings, Inc. (holding company subsidiary of the Manager) (since July 2001); Director of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager) (November 2001-December 2006); Chairman and Director of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager) (since July 2001); President and Director of OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since July 2001); Director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation and Trinity Investment Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 2001) and Director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company (OAC’s parent company) (since February 1997); Director of DLB Acquisition Corporation (holding company parent of Babson Capital Management LLC) (since June 1995); Vice Chairman of the Investment Company Institute’s Board of Governors (since October 2009); Member of the Investment Company Institute’s Board of Governors (since October 2003) and Chairman of the Investment Company Institute’s Board of Governors (October 2007-September 2009). Oversees 95 portfolios in the OppenheimerFunds complex.

OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Williams, Damian, Keffer and Zack, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Mitch Williams, Vice President and Portfolio Manager (since 2009) Age: 40		Vice President of the Manager (since July 2006); CFA and a Senior Research Analyst of the Manager (since April 2002). Prior to joining the manager, Vice President and Research Analyst for Evergreen Funds (October 2000-January 2002). A portfolio manager and officer of 4 portfolios in the OppenheimerFunds complex.

28 | OPPENHEIMER VALUE FUND


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen

John Damian, Vice President and Portfolio Manager (since 2009) Age: 41		Senior Vice President and Head of Value Equity Investments (since February 2007); Vice President of the Manager (September 2001-February 2007). Senior Analyst/Director for Citigroup Asset Management (November 1999-September 2001). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.

Thomas W. Keffer, Chief Business Officer (since 2009) Age: 54		Senior Vice President of the Manager (since September 2009); Director of Investment Brand Management (since November 1997); Senior Vice President of OppenheimerFunds Distributor, Inc. (since December 1997). An officer of 95 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 59		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983); Former Vice President and Director of Internal Audit of the Manager (1997- February 2004). An officer of 95 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 50		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999- June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of the following: OAC (March 1999-June 2008), Centennial Asset Management Corporation (March 1999- October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003). An officer of 95 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Secretary (since 2001) Age: 61		Executive Vice President (since January 2004) and General Counsel (since March 2002) of the Manager; General Counsel and Director of the Distributor (since December 2001); General Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (since December 2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary (since September 1997) and Director (since November 2001) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since November 2001); Director of OppenheimerFunds International Distributor Limited (since December 2003); Senior Vice President (May 1985-December 2003). An officer of 95 portfolios in the OppenheimerFunds complex.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and Officers and is available without charge upon request, by calling 1.800.525.7048.

29 | OPPENHEIMER VALUE FUND

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Directors of the registrant has determined that David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $21,300 in fiscal 2009 and $23,100 in fiscal 2008.

(b)

Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees for the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed $269,540 in fiscal 2008 and $315,000 in fiscal 2008 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: internal control reviews and professional services relating to FAS 157.

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $8,200 in fiscal 2009 and no such fees in fiscal 2008.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees to the registrant during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Fees related to tax filings.

(d)

All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees during the last two fiscal years to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

(e)

(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services maybe waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

(2) 100%

(f)		Not applicable as less than 50%.

(g)		The principal accountant for the audit of the registrant’s annual financial statements billed $277,740 in fiscal 2009 and $315,000 in fiscal 2008 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h)		The registrant’s audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable.
b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

1.		The Fund’s Governance Committee (the “Committee”) will evaluate potential Board candidates to assess their qualifications. The Committee shall have the authority, upon approval of the Board, to retain an executive search firm to assist in this effort. The Committee may consider recommendations by business and personal contacts of current Board members and by executive search firms which the Committee may engage from time to time and may also consider shareholder recommendations. The Committee may consider the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

2.		The Committee shall screen candidates for Board membership. The Committee has not established specific qualifications that it believes must be met by a trustee nominee. In evaluating trustee nominees, the Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the Investment Company Act of 1940; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the Board. There are no differences in the manner in which the Committee evaluates nominees for trustees based on whether the nominee is recommended by a shareholder.

3.		The Committee may consider nominations from shareholders for the Board at such times as the Committee meets to consider new nominees for the Board. The Committee shall have the sole discretion to determine the candidates to present to the Board and, in such cases where required, to shareholders. Recommendations for trustee nominees should, at a minimum, be accompanied by the following:

	•		the name, address, and business, educational, and/or other pertinent background of the person being recommended;

	•		a statement concerning whether the person is an “interested person” as defined in the Investment Company Act of 1940;

	•		any other information that the Funds would be required to include in a proxy statement concerning the person if he or she was nominated; and

	•		the name and address of the person submitting the recommendation and, if that person is a shareholder, the period for which that person held Fund shares.

The recommendation also can include any additional information which the person submitting it believes would assist the Committee in evaluating the recommendation.

4.		Shareholders should note that a person who owns securities issued by Massachusetts Mutual Life Insurance Company (the parent company of the Funds’ investment adviser) would be deemed an “interested person” under the Investment Company Act of 1940. In addition, certain other relationships with Massachusetts Mutual Life Insurance Company or its subsidiaries, with registered broker-dealers, or with the Funds’ outside legal counsel may cause a person to be deemed an “interested person.”

5.		Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 10/31/2009, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12. Exhibits.

(a)

(1) Exhibit attached hereto.

(2) Exhibits attached hereto.

(3) Not applicable.

(b)

Exhibit attached hereto.


By:		/s/ John V. Murphy
		John V. Murphy
		Principal Executive Officer

Date:		12/10/2009


By:		/s/ John V. Murphy John V. Murphy
		Principal Executive Officer

Date:		12/10/2009

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

Date:		12/10/2009