-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DfLUsISg6nJxy6c9porsEEFyGaWOMVztC5pxWjkeUHxnJMK/E04I9Zv4RTnYkir9 uu0OjmzE5r3xhZzW6/NHBw== 0000935069-03-001477.txt : 20031020 0000935069-03-001477.hdr.sgml : 20031020 20031020141619 ACCESSION NUMBER: 0000935069-03-001477 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031020 EFFECTIVENESS DATE: 20031020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER GROWTH FUND CENTRAL INDEX KEY: 0000074676 IRS NUMBER: 132739950 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-02306 FILM NUMBER: 03947569 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER SPECIAL FUND INC DATE OF NAME CHANGE: 19920703 N-CSR 1 ra0270_8063vef.txt RA0270_8063VEF UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-02306 OPPENHEIMER GROWTH FUND (Exact name of registrant as specified in charter) 6803 SOUTH TUCSON WAY, CENTENNIAL, COLORADO 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. 498 Seventh Avenue, New York, New York 10018 - -------------------------------------------------------------------------------- (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 -------------- Date of fiscal year end: August 31 Date of reporting period: September 1, 2002 - August 31, 2003 ITEM 1. REPORTS TO STOCKHOLDERS. FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- How has the Fund performed? Below is a discussion by OppenheimerFunds, Inc., of the Fund's performance during its fiscal year ended August 31, 2003, followed by a graphical comparison of the Fund's performance to an appropriate broad-based market index. Management's Discussion of Fund Performance. Over the 12-month period, the Fund produced a total return of 5.70% for Class A shares at net asset value. This compares with a 12.06% total return for the Fund's benchmark, the S&P 500 Index, during the same period. For the fiscal year, the Fund delivered modest gains, but did lag its benchmark. The Fund's performance was driven primarily by the stock market's broadly based upward trend. Performance relative to the benchmark was adversely affected by the abrupt timing of the rally, and by the disproportionate strength of many speculative, low-quality issues, which the Fund's disciplined investment approach generally led us to avoid during the period. For instance, the beaten-down technology sector helped lead the market's rally. For the majority of the period, we remained underweight this sector, as we did not find many investments that fit our criteria. While this did change by the end of the fiscal year, our smaller tech allocation hurt the Fund's performance versus the S&P 500 during the period. The Fund's investment strategy focuses on companies that are in our opinion generating real growth by increasing sales and revenues, not those just experiencing a temporary rise in earnings from cost cutting methods. Specifically, we target companies currently producing greater-than-average earnings and revenue growth that we believe are sustainable. This approach helps us to control some of the risks implicit in growth-oriented stock investing. During the reporting period, we found the greatest number of investment opportunities meeting these criteria in health care. We invested from 35% to 40% of the Fund's assets in various medical product, biotechnology, pharmaceutical and service stocks, significantly more than the health care weighting of the S&P 500 Index. However, health care stocks, for the most part outside of biotechnology, are generally lower beta, defensive stocks. As higher-beta stocks led the markets rally during the period, our overweight in health care hurt performance overall versus the benchmark. Our biotechnology holdings generally delivered exceptionally strong performance during the period, supported by a rapidly increasing number of approved products with wide applications. Top-performing holdings included Genentech, Inc., which announced positive test results for Avistin, a new cancer-fighting drug; Amgen, Inc., which has emerged as a leading developer of biotechnology products; and Gilead Sciences, Inc., which is building a profitable franchise in the area of HIV treatment. The Fund's performance was also boosted by its investments in Teva Pharmaceutical Industries Ltd. and Stryker Corp. Teva is, in our opinion, a well-managed generic drug developer that is taking advantage of various expiring drug patents and an expedited government approval process for new generic equivalents. Stryker's revenues are growing with the success of its specialty medical products designed for joint replacement and reconstruction procedures. However, these gains were undermined by disappointments in other health care holdings. Specifically, Tenet Healthcare Corp., a hospital management company, experienced accounting problems in the fall of 2002 that caused the stocks to decline sharply and led 5 | OPPENHEIMER GROWTH FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- us to sell the Fund's holdings. In addition, AmerisourceBergen Corp., a major pharmaceutical company, encountered a slowdown in sales and earnings that drove the stock price lower and led us to sell. The Fund also invested a relatively large percentage of assets in consumer discretionary stocks. While the overweighting of this area boosted the Fund's overall returns, our consumer-relate holdings included investments that contributed and detracted from the Fund's performance during the period. Retailer Bed Bath & Beyond, Inc. provided relatively strong returns, as did satellite entertainment provider EchoStar Communications Corp. and internet commerce company InterActiveCorp. On the other hand, Kohl's Corp. and Harley-Davidson, Inc., two long-time holdings, encountered various short- to intermediate-term difficulties that hurt stock prices and prompted us to trim the Fund's holdings. We sold the Fund's position in another holding, Concord EFS, Inc., an electronic transaction processor, that lost ground due to declining growth. As the period progressed, we found an increasing number of investment opportunities among stocks of technology companies reporting improved earnings and revenues. As a result, we increased the Fund's technology holdings from roughly 7% of the portfolio in September 2002 to over 20% by August 31, 2003. While these investments did not have a material impact on Fund performance during the reporting period, we believe they position the Fund to benefit from a continuation of the steady recovery the U.S. economy appears to be experiencing. Although we have slightly reduced the Fund's health care investments, we generally remain enthusiastic regarding the growth prospects for many biotechnology and generic drug companies, which make up a significant proportion of holdings. The Fund's portfolio holdings, allocations and strategies are subject to change. Comparing the Fund's Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each Class of shares of the Fund held until August 31, 2003. In the case of Class A and Class B shares, performance is measured over a ten-year period. In the case of Class C shares, performance is measured from the inception of the Class on November 1, 1995 and in the case of Class Y shares, from the inception of the Class on June 1, 1994. 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 reinvestment of all dividends and capital gains distributions. The Fund's performance is compared to the performance of the Standard & Poor's (S&P) 500 Index, a broad-based index of equity securities widely regarded as a general measure of the performance of the U.S. equity securities market. Index performance reflects the reinvestment of dividends but does not consider the effect of capital gains or transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effect of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the securities in the index shown. 6 | OPPENHEIMER GROWTH FUND Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Growth Fund (Class A) S&P 500 Index [LINE CHART] EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS: Value of Investment S&P 500 Index Date In Fund Reinvested Monthly - ---- ------- ------------------ 06/30/1993 9,425 10,000 09/30/1993 9,611 10,258 12/31/1993 9,819 10,495 03/31/1994 9,606 10,098 06/30/1994 9,450 10,140 09/30/1994 10,081 10,635 12/31/1994 10,052 10,633 03/31/1995 11,022 11,667 06/30/1995 12,233 12,779 09/30/1995 13,258 13,794 12/31/1995 13,566 14,624 03/31/1996 14,376 15,409 06/30/1996 14,801 16,099 08/31/1996 1 14,917 15,714 11/30/1996 16,887 18,343 02/28/1997 17,520 19,252 05/31/1997 18,582 20,760 08/31/1997 20,142 22,097 11/30/1997 19,877 23,571 02/28/1998 21,137 25,988 05/31/1998 21,397 27,124 08/31/1998 17,802 23,892 11/30/1998 20,962 29,154 02/28/1999 22,142 31,123 05/31/1999 23,035 32,829 08/31/1999 24,813 33,402 11/30/1999 28,194 35,245 02/29/2000 37,716 34,773 05/31/2000 32,426 36,265 08/31/2000 41,462 38,849 11/30/2000 28,480 33,756 02/28/2001 24,997 31,923 05/31/2001 23,331 32,440 08/31/2001 20,783 29,379 11/30/2001 21,246 29,633 02/28/2002 20,259 28,888 05/31/2002 19,616 27,952 08/31/2002 17,299 24,095 11/30/2002 16,712 24,741 02/28/2003 15,411 22,339 05/31/2003 17,406 25,697 08/31/2003 18,286 27,000 Average Annual Total Returns of Class A Shares of the Fund at 8/31/03 2 1-Year -0.37% 5-Year -0.65% 10-Year 6.20% Class B Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Growth Fund (Class B) S&P 500 Index [LINE CHART] EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS: Value of Investment S&P 500 Index Date In Fund Reinvested Monthly - ---- ------- ------------------ 08/31/1993 10,000 10,000 09/30/1993 10,165 9,923 12/31/1993 10,360 10,153 03/31/1994 10,109 9,769 06/30/1994 9,928 9,810 09/30/1994 10,571 10,288 12/31/1994 10,516 10,287 03/31/1995 11,498 11,287 06/30/1995 12,730 12,363 09/30/1995 13,766 13,345 12/31/1995 14,053 14,147 03/31/1996 14,860 14,907 06/30/1996 15,271 15,575 08/31/1996 1 15,364 15,202 11/30/1996 17,356 17,745 02/28/1997 17,972 18,625 05/31/1997 19,023 20,083 08/31/1997 20,577 21,377 11/30/1997 20,268 22,803 02/28/1998 21,511 25,141 05/31/1998 21,729 26,240 08/31/1998 18,043 23,113 11/30/1998 21,203 28,204 02/28/1999 22,353 30,109 05/31/1999 23,204 31,759 08/31/1999 24,959 32,314 11/30/1999 28,360 34,096 02/29/2000 37,938 33,640 05/31/2000 32,617 35,084 08/31/2000 41,707 37,583 11/30/2000 28,648 32,656 02/28/2001 25,144 30,883 05/31/2001 23,469 31,383 08/31/2001 20,906 28,422 11/30/2001 21,371 28,667 02/28/2002 20,379 27,947 05/31/2002 19,731 27,041 08/31/2002 17,401 23,310 11/30/2002 16,811 23,935 02/28/2003 15,502 21,611 05/31/2003 17,509 24,860 08/31/2003 18,393 26,120 Average Annual Total Returns of Class B Shares of the Fund at 8/31/03 2 1-Year -0.18% 5-Year -0.57% 10-Year 6.28% 1. The Fund changed its fiscal year end from June 30 to August 31. 2. See Notes on page 10 for further details. The performance information for the S&P 500 Index in the graphs begins on 6/30/93 for Class A, 8/31/93 for Class B, 10/31/95 for Class C, 2/28/01 for Class N and 5/31/94 for Class Y. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 7 | OPPENHEIMER GROWTH FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Growth Fund (Class C) S&P 500 Index [LINE CHART] EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS: Value of Investment S&P 500 Index Date In Fund Reinvested Monthly - ---- ------- ------------------ 11/01/1995 10,000 10,000 12/31/1995 10,128 10,640 03/31/1996 10,711 11,211 06/30/1996 11,006 11,713 08/31/1996 1 11,073 11,432 11/30/1996 12,507 13,345 02/28/1997 12,952 14,007 05/31/1997 13,710 15,104 08/31/1997 14,830 16,077 11/30/1997 14,607 17,149 02/28/1998 15,502 18,907 05/31/1998 15,662 19,734 08/31/1998 13,001 17,382 11/30/1998 15,280 21,211 02/28/1999 16,107 22,643 05/31/1988 16,726 23,884 08/31/1999 17,977 24,301 11/30/1999 20,389 25,642 02/29/2000 27,225 25,299 05/31/2000 23,360 26,385 08/31/2000 29,819 28,264 11/30/2000 20,441 24,559 02/28/2001 17,908 23,226 05/31/2001 16,681 23,602 08/31/2001 14,831 21,375 11/30/2001 15,133 21,559 02/28/2002 14,403 21,018 05/31/2002 13,917 20,336 08/31/2002 12,252 17,530 11/30/2002 11,808 18,000 02/28/2003 10,867 16,253 05/31/2003 12,247 18,696 08/31/2003 12,844 19,644 Average Annual Total Returns of Class C Shares of the Fund at 8/31/03 2 1-Year 3.83% 5-Year -0.24% Since Inception 3.25% Class N Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Growth Fund (Class N) S&P 500 Index [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS: Value of Investment S&P 500 Index Date In Fund Reinvested Monthly - ---- ------- ------------------ 03/01/2001 10,000 10,000 05/31/2001 9,246 10,162 08/31/2001 8,231 9,203 11/30/2001 8,406 9,283 02/28/2002 8,011 9,049 05/31/2002 7,752 8,756 08/31/2002 6,823 7,548 11/30/2002 6,670 7,750 02/28/2003 6,152 6,998 05/31/2003 6,940 8,050 08/31/2003 7,288 8,458 Average Annual Total Returns of Class N Shares of the Fund at 8/31/03 2 1-Year 5.67% Since Inception -11.89% 1. The Fund changed its fiscal year end from June 30 to August 31. 2. See Notes on page 10 for further details. 8 | OPPENHEIMER GROWTH FUND Class Y Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Oppenheimer Growth Fund (Class Y) S&P 500 Index [GRAPHIC OMITTED] EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC AS FOLLOWS: Value of Investment S&P 500 Index Date In Fund Reinvested Monthly - ---- ------- ------------------ 06/01/1994 10,000 10,000 06/30/1994 9,487 9,755 09/30/1994 10,132 10,231 12/31/1994 10,103 10,230 03/31/1995 11,077 11,224 06/30/1995 12,294 12,294 09/30/1995 13,328 13,271 12/31/1995 13,641 14,069 03/31/1996 14,456 14,824 06/30/1996 14,889 15,489 08/31/1996 1 15,009 15,117 11/30/1996 17,000 17,647 02/28/1997 17,648 18,522 05/31/1997 18,728 19,972 08/31/1997 20,316 21,259 11/30/1997 20,065 22,677 02/28/1998 21,350 25,002 05/31/1998 21,630 26,095 08/31/1998 18,005 22,985 11/30/1998 21,213 28,048 02/28/1999 22,421 29,942 05/31/1999 23,332 31,583 08/31/1999 25,161 32,135 11/30/1999 28,603 33,907 02/29/2000 38,284 33,453 05/31/2000 32,940 34,889 08/31/2000 42,159 37,375 11/30/2000 28,963 32,475 02/28/2001 25,437 30,712 05/31/2001 23,766 31,209 08/31/2001 21,176 28,264 11/30/2001 21,675 28,508 02/28/2002 20,680 27,792 05/31/2002 20,038 26,891 08/31/2002 17,682 23,181 11/30/2002 17,077 23,803 02/28/2003 15,764 21,491 05/31/2003 17,806 24,722 08/31/2003 18,718 25,976 Average Annual Total Returns of Class Y Shares of the Fund at 8/31/03 2 1-Year 5.86% 5-Year 0.78% Since Inception 7.01% The performance information for the S&P 500 Index in the graphs begins on 6/30/93 for Class A, 8/31/93 for Class B, 10/31/95 for Class C, 2/28/01 for Class N and 5/31/94 for Class Y. Past performance cannot guarantee future results. Graphs are not drawn to same scale. 9 | OPPENHEIMER GROWTH FUND NOTES - -------------------------------------------------------------------------------- In reviewing performance and rankings, please remember that past performance cannot guarantee future results. Investment return and principal value of an investment in the Fund will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. Because of ongoing market volatility, the Fund's performance may be subject to substantial fluctuations, and current performance may be more or less than the results shown. For updates on the Fund's performance, visit our website at www.oppenheimerfunds.com. Total returns and the ending account values in the graph includes changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. For more complete information about the Fund, including charges, expenses and risks, please refer to the prospectus. To obtain a copy, call your financial advisor, call OppenheimerFunds Distributor, Inc. at 1.800.CALL OPP (1.800.225.5677). Read the prospectus carefully before you invest or send money. Class A shares of the Fund were first publicly offered on 3/15/73. Class A returns include the current maximum initial sales charge of 5.75%. Class B shares of the Fund were first publicly offered on 8/17/93. Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the "since inception" return for Class B uses Class A performance for the period after conversion, and the ending account value does not reflect the deduction of any sales charges. Class B shares are subject to an annual 0.75% asset-based sales charge. Class C shares of the Fund were first publicly offered on 11/1/95. Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. Class N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 1-year period. Class N shares are subject to an annual 0.25% asset-based sales charge. Class Y shares of the Fund were first publicly offered on 6/1/94. Class Y shares are offered only to certain institutional investors under special agreement with the Distributor. An explanation of the calculation of performance is in the Fund's Statement of Additional Information. 10 | OPPENHEIMER GROWTH FUND STATEMENT OF INVESTMENTS August 31, 2003 Market Value Shares See Note 1 - -------------------------------------------------------------------------------- Common Stocks--91.4% - -------------------------------------------------------------------------------- Consumer Discretionary--17.5% - -------------------------------------------------------------------------------- Automobiles--1.2% Harley-Davidson, Inc. 397,000 $ 19,778,540 - -------------------------------------------------------------------------------- Internet & Catalog Retail--4.8% InterActiveCorp 1 2,050,000 75,870,500 - -------------------------------------------------------------------------------- Media--6.1% EchoStar Communications Corp., Cl. A 1 2,250,000 83,025,000 - -------------------------------------------------------------------------------- Univision Communications, Inc., Cl. A 1 363,000 13,608,870 ------------- 96,633,870 - -------------------------------------------------------------------------------- Multiline Retail--1.6% Kohl's Corp. 1 407,000 25,742,750 - -------------------------------------------------------------------------------- Specialty Retail--3.8% Bed Bath & Beyond, Inc. 1 1,391,000 59,854,730 - -------------------------------------------------------------------------------- Consumer Staples--5.7% - -------------------------------------------------------------------------------- Food & Staples Retailing--4.9% Costco Wholesale Corp. 1 834,000 26,763,060 - -------------------------------------------------------------------------------- Wal-Mart Stores, Inc. 542,000 32,070,140 - -------------------------------------------------------------------------------- Walgreen Co. 585,000 19,053,450 ------------- 77,886,650 - -------------------------------------------------------------------------------- Personal Products--0.8% Avon Products, Inc. 200,000 12,820,000 - -------------------------------------------------------------------------------- Financials--11.5% - -------------------------------------------------------------------------------- Diversified Financial Services--9.3% Citigroup, Inc. 1,000,000 43,350,000 - -------------------------------------------------------------------------------- Morgan Stanley 340,000 16,588,600 - -------------------------------------------------------------------------------- SLM Corp. 2,169,100 87,154,438 ------------- 147,093,038 - -------------------------------------------------------------------------------- Insurance--1.9% AMBAC Financial Group, Inc. 164,600 10,685,832 - -------------------------------------------------------------------------------- MBIA, Inc. 335,500 18,942,330 ------------- 29,628,162 - -------------------------------------------------------------------------------- Thrifts & Mortgage Finance--0.3% Radian Group, Inc. 111,300 5,296,767 Market Value Shares See Note 1 - -------------------------------------------------------------------------------- Health Care--32.7% - -------------------------------------------------------------------------------- Biotechnology--13.9% Amgen, Inc. 1 1,250,000 $ 82,375,000 - -------------------------------------------------------------------------------- Genentech, Inc. 1 900,000 71,460,000 - -------------------------------------------------------------------------------- Gilead Sciences, Inc. 1 1,000,400 66,726,680 ------------ 220,561,680 - -------------------------------------------------------------------------------- Health Care Equipment & Supplies--10.8% Boston Scientific Corp. 1 360,000 21,636,000 - -------------------------------------------------------------------------------- Medtronic, Inc. 1,025,000 50,819,500 - -------------------------------------------------------------------------------- Stryker Corp. 714,800 54,181,840 - -------------------------------------------------------------------------------- Varian Medical Systems, Inc. 1 813,000 45,406,050 ------------- 172,043,390 - -------------------------------------------------------------------------------- Pharmaceuticals--8.0% Eli Lilly & Co. 600,000 39,918,000 - -------------------------------------------------------------------------------- Mylan Laboratories, Inc 200,000 7,280,000 - -------------------------------------------------------------------------------- Pfizer, Inc. 1,800,000 53,856,000 - -------------------------------------------------------------------------------- Teva Pharmaceutical Industries Ltd., Sponsored ADR 440,000 25,833,280 ------------- 126,887,280 - -------------------------------------------------------------------------------- Industrials--1.9% - -------------------------------------------------------------------------------- Industrial Conglomerates--1.9% General Electric Co. 1,010,000 29,865,700 - -------------------------------------------------------------------------------- Information Technology--22.1% - -------------------------------------------------------------------------------- Communications Equipment--2.8% Scientific-Atlanta, Inc. 890,600 30,280,400 - -------------------------------------------------------------------------------- UTStarcom, Inc. 1 350,000 15,036,000 ------------- 45,316,400 - -------------------------------------------------------------------------------- Computers & Peripherals--6.2% Dell, Inc. 1 2,300,000 75,049,000 - -------------------------------------------------------------------------------- EMC Corp. 1 884,800 11,281,200 - -------------------------------------------------------------------------------- International Business Machines Corp. 140,000 11,481,400 ------------- 97,811,600 - -------------------------------------------------------------------------------- Internet Software & Services--0.9% Yahoo!, Inc. 1 440,000 14,696,000 - -------------------------------------------------------------------------------- Semiconductors & Semiconductor Equipment--0.6% Texas Instruments, Inc. 400,000 9,540,000 11 | OPPENHEIMER GROWTH FUND STATEMENT OF INVESTMENTS Continued Market Value Shares See Note 1 - ------------------------------------------------------------------------------- Software--11.6% Microsoft Corp. 3,000,000 $ 79,560,000 - ------------------------------------------------------------------------------- Oracle Corp. 1 3,000,000 38,340,000 - ------------------------------------------------------------------------------- Symantec Corp. 1 1,150,000 66,044,500 - ------------------------------------------------------------------------------- 183,944,500 ----------------- Total Common Stocks (Cost $1,208,629,879) 1,451,271,557 - ------------------------------------------------------------------------------- Other Securities--4.2% - ------------------------------------------------------------------------------- Nasdaq-100 Unit Investment Trust 1 (Cost $49,973,816) 2,000,000 66,780,000 Principal Amount - ------------------------------------------------------------------------------- Short-Term Notes--1.2% - ------------------------------------------------------------------------------- Windmill Funding Corp., 1.06%, 9/5/03 (Cost $19,997,645) $ 20,000,000 19,997,645 Principal Market Value Amount See Note 1 - ------------------------------------------------------------------------------- Joint Repurchase Agreements--3.4% Undivided interest of 7.09% in joint repurchase agreement (Principal Amount/ Market Value $754,227,000, with a maturity value of $754,311,641) with PaineWebber, Inc., 1.01%, dated 8/29/03, to be repurchased at $53,451,998 on 9/2/03, collateralized by Federal National Mortgage Assn., 5.50%, 6/1/33, with a value of $770,199,757 (Cost $53,446,000) $ 53,446,000 $ 53,446,000 - ------------------------------------------------------------------------------- Total Investments, at Value (Cost $1,332,047,340) 100.2% 1,591,495,202 - ------------------------------------------------------------------------------- Liabilities in Excess of Other Assets (0.2) (3,718,187) -------------------------------------- Net Assets 100.0% $ 1,587,777,015 ====================================== Footnotes to Statement of Investments 1. Non-income producing security. See accompanying Notes to Financial Statements. 12 | OPPENHEIMER GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES August 31, 2003
- ----------------------------------------------------------------------------------------------- Assets Investments, at value (cost $1,332,047,340)--see accompanying statement $ 1,591,495,202 - ----------------------------------------------------------------------------------------------- Cash 575,691 - ----------------------------------------------------------------------------------------------- Receivables and other assets: Shares of beneficial interest sold 745,230 Interest and dividends 635,897 Other 2,451 ---------------- Total assets 1,593,454,471 - ----------------------------------------------------------------------------------------------- Liabilities Payables and other liabilities: Investments purchased 2,142,500 Shares of beneficial interest redeemed 1,498,032 Distribution and service plan fees 608,533 Shareholder reports 560,613 Trustees' compensation 420,439 Transfer and shareholder servicing agent fees 398,878 Other 48,461 ---------------- Total liabilities 5,677,456 - ----------------------------------------------------------------------------------------------- Net Assets $ 1,587,777,015 ================ - ----------------------------------------------------------------------------------------------- Composition of Net Assets Par value of shares of beneficial interest $62,975 - ----------------------------------------------------------------------------------------------- Additional paid-in capital 2,204,780,113 - ----------------------------------------------------------------------------------------------- Accumulated net investment loss (411,119) - ----------------------------------------------------------------------------------------------- Accumulated net realized loss on investment transactions (876,102,816) - ----------------------------------------------------------------------------------------------- Net unrealized appreciation on investments 259,447,862 ---------------- Net Assets $1,587,777,015 ================
13 | OPPENHEIMER GROWTH FUND STATEMENT OF ASSETS AND LIABILITIES Continued
- ---------------------------------------------------------------------------------------------- Net Asset Value Per Share Class A Shares: Net asset value and redemption price per share (based on net assets of $1,165,626,781 and 45,577,915 shares of beneficial interest outstanding) $25.57 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $27.13 - ---------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $270,715,108 and 11,325,938 shares of beneficial interest outstanding) $23.90 - ---------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $77,548,305 and 3,191,144 shares of beneficial interest outstanding) $24.30 - ---------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $7,765,883 and 303,456 shares of beneficial interest outstanding) $25.59 - ---------------------------------------------------------------------------------------------- Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $66,120,938 and 2,576,469 shares of beneficial interest outstanding) $25.66
See accompanying Notes to Financial Statements. 14 | OPPENHEIMER GROWTH FUND STATEMENT OF OPERATIONS For the Year Ended August 31, 2003
- ------------------------------------------------------------------------------------------------ Investment Income Dividends (net of foreign withholding taxes of $6,188) $ 5,488,661 - ------------------------------------------------------------------------------------------------ Interest 2,581,941 -------------- Total investment income 8,070,602 - ------------------------------------------------------------------------------------------------ Expenses Management fees 9,902,838 - ------------------------------------------------------------------------------------------------ Distribution and service plan fees: Class A 2,547,799 Class B 2,767,625 Class C 721,584 Class N 25,007 - ------------------------------------------------------------------------------------------------ Transfer and shareholder servicing agent fees: Class A 2,896,670 Class B 1,544,569 Class C 351,431 Class N 4,916 Class Y 271,609 - ------------------------------------------------------------------------------------------------ Shareholder reports 960,061 - ------------------------------------------------------------------------------------------------ Trustees' compensation 79,451 - ------------------------------------------------------------------------------------------------ Custodian fees and expenses 7,845 - ------------------------------------------------------------------------------------------------ Other 104,344 -------------- Total expenses 22,185,749 Less reduction to custodian expenses (7,845) Less voluntary waiver of transfer and shareholder servicing agent fees--Class B (647,334) Less voluntary waiver of transfer and shareholder servicing agent fees--Class C (115,233) Less voluntary waiver of transfer and shareholder servicing agent fees--Class N (4,916) Less voluntary waiver of transfer and shareholder servicing agent fees--Class Y (52,696) -------------- Net expenses 21,357,725 - ------------------------------------------------------------------------------------------------ Net Investment Loss (13,287,123) - ------------------------------------------------------------------------------------------------ Realized and Unrealized Gain (Loss) Net realized gain (loss) on: Investments (including premiums on options exercised) (203,812,732) Closing and expiration of option contracts written 247,265 -------------- Net realized loss (203,565,467) - ------------------------------------------------------------------------------------------------ Net change in unrealized appreciation on investments 293,432,431 - ------------------------------------------------------------------------------------------------ Net Increase in Net Assets Resulting from Operations $ 76,579,841 ==============
See accompanying Notes to Financial Statements. 15 | OPPENHEIMER GROWTH FUND STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
Year Ended August 31, 2003 2002 - ------------------------------------------------------------------------------------------------------------------ Operations Net investment loss $ (13,287,123) $ (14,549,925) - ------------------------------------------------------------------------------------------------------------------ Net realized loss (203,565,467) (315,121,770) - ------------------------------------------------------------------------------------------------------------------ Net change in unrealized appreciation (depreciation) 293,432,431 (23,465,967) ---------------------------------------- Net increase (decrease) in net assets resulting from operations 76,579,841 (353,137,662) - ------------------------------------------------------------------------------------------------------------------ Dividends and/or Distributions to Shareholders Dividends from net investment income: Class A -- (7,204,260) Class B -- -- Class C -- -- Class N -- (7,852) Class Y -- (714,194) - ------------------------------------------------------------------------------------------------------------------ Beneficial Interest Transactions Net increase (decrease) in net assets resulting from beneficial interest transactions: Class A (66,779,155) (124,336,568) Class B (56,820,589) (92,299,250) Class C (1,142,158) (10,045,794) Class N 4,873,766 2,370,990 Class Y (3,927,695) (6,698,416) - ------------------------------------------------------------------------------------------------------------------ Net Assets Total decrease (47,215,990) (592,073,006) - ------------------------------------------------------------------------------------------------------------------ Beginning of period 1,634,993,005 2,227,066,011 ---------------------------------------- End of period [including accumulated net investment loss of $411,119 and $402,691, respectively] $1,587,777,015 $1,634,993,005 ========================================
See accompanying Notes to Financial Statements. 16 | OPPENHEIMER GROWTH FUND FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
Class A Year Ended August 31 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $ 24.19 $ 29.20 $ 62.31 $ 39.77 $ 31.54 - ---------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.15) (.13) .18 (.02) .10 Net realized and unrealized gain (loss) 1.53 (4.74) (30.05) 25.42 11.69 ------------------------------------------------------------------ Total from investment operations 1.38 (4.87) (29.87) 25.40 11.79 - ---------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- (.14) -- (.03) (.48) Distributions from net realized gain -- -- (3.24) (2.83) (3.08) ------------------------------------------------------------------ Total dividends and/or distributions to shareholders -- (.14) (3.24) (2.86) (3.56) - ---------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 25.57 $ 24.19 $ 29.20 $ 62.31 $ 39.77 ================================================================== - ---------------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 5.70% (16.77)% (49.87)% 67.10% 39.39% - ---------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $1,165,627 $1,173,027 $1,553,066 $3,176,435 $1,730,087 - ---------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $1,095,830 $1,430,735 $2,149,795 $2,390,125 $1,620,201 - ---------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment income (loss) (0.69)% (0.54)% 0.45% (0.01)% 0.24% Total expenses 1.22% 3 1.31% 3 1.06% 3 1.01% 3 1.05% 3 - ---------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 82% 60% 92% 49% 106%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. See accompanying Notes to Financial Statements. 17 | OPPENHEIMER GROWTH FUND FINANCIAL HIGHLIGHTS Continued
Class B Year Ended August 31 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $ 22.80 $ 27.60 $ 59.55 $ 38.37 $ 30.54 - ---------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.58) (.54) (.10) (.21) (.20) Net realized and unrealized gain (loss) 1.68 (4.26) (28.61) 24.22 11.32 ----------------------------------------------------------------- Total from investment operations 1.10 (4.80) (28.71) 24.01 11.12 - ---------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- (.21) Distributions from net realized gain -- -- (3.24) (2.83) (3.08) ----------------------------------------------------------------- Total dividends and/or distributions to shareholders -- -- (3.24) (2.83) (3.29) - ---------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 23.90 $ 22.80 $ 27.60 $ 59.55 $ 38.37 ================================================================== - ---------------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 4.83% (17.39)% (50.26)% 65.82% 38.27% - ---------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $270,715 $317,725 $483,298 $996,000 $445,629 - ---------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $276,668 $415,965 $692,159 $676,485 $410,058 - ---------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.52)% (1.30)% (0.31)% (0.78)% (0.58)% Total expenses 2.29% 2.08% 1.83% 1.78% 1.86% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.06% N/A 3,4 N/A 4 N/A 4 N/A 4 - ---------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 82% 60% 92% 49% 106%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Voluntary waiver of transfer agent fees less than 0.01%. 4. Reduction to custodian expenses less than 0.01%. See accompanying Notes to Financial Statements. 18 | OPPENHEIMER GROWTH FUND
Class C Year Ended August 31, 2003 2002 2001 2000 1999 - ---------------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $ 23.18 $ 28.06 $ 60.48 $ 38.92 $ 30.93 - ---------------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.36) (.43) (.04) (.09) (.20) Net realized and unrealized gain (loss) 1.48 (4.45) (29.14) 24.48 11.47 ------------------------------------------------------------------ Total from investment operations 1.12 (4.88) (29.18) 24.39 11.27 - ---------------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- -- -- -- (.21) Distributions from net realized gain -- -- (3.24) (2.83) (3.07) ------------------------------------------------------------------ Total dividends and/or distributions to shareholders -- -- (3.24) (2.83) (3.28) - ---------------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 24.30 $ 23.18 $ 28.06 $ 60.48 $ 38.92 ================================================================== - ---------------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 4.83% (17.39)% (50.26)% 65.87% 38.28% - ---------------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $77,548 $75,229 $102,144 $176,150 $57,970 - ---------------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $72,165 $93,082 $133,823 $103,076 $53,501 - ---------------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.52)% (1.31)% (0.32)% (0.77)% (0.58)% Total expenses 2.22% 2.08% 1.84% 1.78% 1.86% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 2.06% N/A 3,4 N/A 4 N/A 4 N/A 4 - ---------------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 82% 60% 92% 49% 106%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Voluntary waiver of transfer agent fees less than 0.01%. 4. Reduction to custodian expenses less than 0.01%. See accompanying Notes to Financial Statements. 19 | OPPENHEIMER GROWTH FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
Class N Year Ended August 31, 2003 2002 2001 1 - -------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $ 23.99 $ 29.13 $ 35.39 - -------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.04) (.13) 2 (.01) Net realized and unrealized gain (loss) 1.64 (4.78) 2 (6.25) ----------------------------- Total from investment operations 1.60 (4.91) (6.26) - -------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- (.23) -- Distributions from net realized gain -- -- -- ----------------------------- Total dividends and/or distributions to shareholders -- (.23) -- - -------------------------------------------------------------------------------------- Net asset value, end of period $ 25.59 $ 23.99 $ 29.13 ============================= - -------------------------------------------------------------------------------------- Total Return, at Net Asset Value 3 6.67% (17.00)% (17.69)% - -------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $7,766 $2,243 $274 - -------------------------------------------------------------------------------------- Average net assets (in thousands) $5,016 $1,623 $ 70 - -------------------------------------------------------------------------------------- Ratios to average net assets: 4 Net investment loss (0.39)% (0.90)% (0.33)% Total expenses 1.33% 1.57% 1.40% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.23% N/A 5,6 N/A 6 - -------------------------------------------------------------------------------------- Portfolio turnover rate 82% 60% 92%
1. For the period from March 1, 2001 (inception of offering) to August 31, 2001. 2. Per share amounts calculated based on the average shares outstanding during the period. 3. Assumes an investment on the business day before the first day of the fiscal period (or inception of offering), with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 4. Annualized for periods of less than one full year. 5. Voluntary waiver of transfer agent fees less than 0.01%. 6. Reduction to custodian expenses less than 0.01%. See accompanying Notes to Financial Statements. 20 | OPPENHEIMER GROWTH FUND
Class Y Year Ended August 31, 2003 2002 2001 2000 1999 - --------------------------------------------------------------------------------------------------------------- Per Share Operating Data Net asset value, beginning of period $ 24.24 $ 29.27 $ 62.33 $ 39.76 $ 31.54 - --------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment income (loss) (.12) (.06) .28 .16 .18 Net realized and unrealized gain (loss) 1.54 (4.73) (30.10) 25.37 11.69 ----------------------------------------------------------------- Total from investment operations 1.42 (4.79) (29.82) 25.53 11.87 - --------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Dividends from net investment income -- (.24) -- (.13) (.58) Distributions from net realized gain -- -- (3.24) (2.83) (3.07) ----------------------------------------------------------------- Total dividends and/or distributions to shareholders -- (.24) (3.24) (2.96) (3.65) - --------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 25.66 $ 24.24 $ 29.27 $ 62.33 $ 39.76 ================================================================= - --------------------------------------------------------------------------------------------------------------- Total Return, at Net Asset Value 1 5.86% (16.50)% (49.77)% 67.56% 39.74% - --------------------------------------------------------------------------------------------------------------- Ratios/Supplemental Data Net assets, end of period (in thousands) $66,121 $66,769 $ 88,284 $191,267 $ 93,936 - --------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $61,965 $81,127 $124,168 $134,650 $116,615 - --------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment income (loss) (0.55)% (0.25)% 0.67% 0.27% 0.65% Total expenses 1.17% 1.13% 0.86% 0.73% 0.80% Expenses after expense reimbursement or fee waiver and reduction to custodian expenses 1.08% 1.02% N/A 3 N/A 3 N/A 3 - --------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 82% 60% 92% 49% 106%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. See accompanying Notes to Financial Statements. 21 | OPPENHEIMER GROWTH FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. Significant Accounting Policies Oppenheimer Growth Fund (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC. All classes of shares have identical rights and voting privileges. Earnings, net assets and net asset value per share may differ by minor amounts due to each class having its own expenses directly attributable to that class. Classes A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares six years after the date of purchase. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- Securities Valuation. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Securities (including restricted securities) for which quotations are not readily available are valued primarily using dealer-supplied valuations, a portfolio pricing service authorized by the Board of Trustees, or at their fair value. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining maturities of sixty days or less are valued at amortized cost (which approximates market value). - -------------------------------------------------------------------------------- Joint Repurchase Agreements. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission, the Fund, along with other affiliated funds advised by the Manager, may transfer uninvested cash balances into joint trading accounts on a daily basis. Secured by U.S. government securities, these balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. 22 | OPPENHEIMER GROWTH FUND - -------------------------------------------------------------------------------- Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of investment for federal income tax purposes.
Net Unrealized Appreciation Based Undistributed Undistributed Accumulated on Cost of Securities Net Investment Long-Term Loss for Federal Income Income Gain Carryforward 1,2,3 Tax Purposes ----------------------------------------------------------------------------------------- $-- $-- $859,392,676 $242,737,782
1. As of August 31, 2003, the Fund had $764,742,807 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of August 31, 2003, details of the capital loss carryforwards were as follows: Expiring ---------------------- 2009 $ 50,983,636 2010 391,696,099 2011 322,063,072 ------------ Total $764,742,807 ============ 2. During the fiscal years ended August 31, 2003 and August 31, 2002, the Fund did not utilize any capital loss carryforwards. 3. As of August 31, 2003, the Fund had $94,649,869 of post-October losses available to offset future realized capital gains, if any. Such losses, if unutilized, will expire in 2012. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for August 31, 2003. Net assets of the Fund were unaffected by the reclassifications. From To (From) Net Ordinary Capital Tax Return Investment Loss Gain (Loss) of Capital Loss ------------------------------------------------------- $13,278,695 $-- $-- $13,278,733 23 | OPPENHEIMER GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued 1. Significant Accounting Policies Continued The tax character of distributions paid during the years ended August 31, 2003 and August 31, 2002 was as follows: Year Ended Year Ended August 31, 2003 August 31, 2002 ------------------------------------------------------------------------ Distributions paid from: Ordinary income $-- $7,926,306 The aggregate cost of investments and the composition of unrealized appreciation and depreciation of investments for federal income tax purposes as of August 31, 2003 are noted below. The primary difference between book and tax appreciation or depreciation of investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. Federal tax cost $1,348,757,420 ============== Gross unrealized appreciation $ 291,757,563 Gross unrealized depreciation (49,019,781) -------------- Net unrealized appreciation $ 242,737,782 ============== - -------------------------------------------------------------------------------- Trustees' Compensation. The Fund has adopted an unfunded retirement plan for the Fund's independent trustees. Benefits are based on years of service and fees paid to each trustee during the years of service. During the year ended August 31, 2003, the Fund's projected benefit obligations were increased by $29,835 and payments of $21,407 were made to retired trustees, resulting in an accumulated liability of $411,185 as of August 31, 2003. The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. Under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or are invested in other selected Oppenheimer funds. Deferral of trustees' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- Expense Offset Arrangement. The reduction of custodian fees represents earnings on cash balances maintained by the Fund. 24 | OPPENHEIMER GROWTH FUND - -------------------------------------------------------------------------------- Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- Other. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. - -------------------------------------------------------------------------------- 2. Shares of Beneficial Interest The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:
Year Ended August 31, 2003 Year Ended August 31, 2002 Shares Amount Shares Amount - ----------------------------------------------------------------------------------------------- Class A Sold 7,473,993 $ 175,173,916 6,933,882 $ 195,310,273 Dividends and/or distributions reinvested -- -- 229,470 6,758,016 Redeemed (10,385,203) (241,953,071) (11,867,029) (326,404,857) -------------------------------------------------------------------- Net decrease (2,911,210) $ (66,779,155) (4,703,677) $(124,336,568) ==================================================================== - ----------------------------------------------------------------------------------------------- Class B Sold 2,646,013 $ 58,067,246 2,659,840 $ 70,453,666 Dividends and/or distributions reinvested -- -- -- -- Redeemed (5,257,802) (114,887,835) (6,235,475) (162,752,916) -------------------------------------------------------------------- Net decrease (2,611,789) $ (56,820,589) (3,575,635) $ (92,299,250) ==================================================================== - ----------------------------------------------------------------------------------------------- Class C Sold 1,014,973 $ 22,640,168 1,099,282 $ 29,093,790 Dividends and/or distributions reinvested -- -- -- -- Redeemed (1,069,585) (23,782,326) (1,493,796) (39,139,584) -------------------------------------------------------------------- Net decrease (54,612) $ (1,142,158) (394,514) $ (10,045,794) ==================================================================== - ----------------------------------------------------------------------------------------------- Class N Sold 286,041 $ 6,661,490 140,675 $ 3,970,419 Dividends and/or distributions reinvested -- -- 268 7,845 Redeemed (76,061) (1,787,724) (56,863) (1,607,274) -------------------------------------------------------------------- Net increase 209,980 $ 4,873,766 84,080 $ 2,370,990 ==================================================================== - ----------------------------------------------------------------------------------------------- Class Y Sold 859,150 $ 20,232,976 877,421 $ 24,490,320 Dividends and/or distributions reinvested -- -- 24,235 713,722 Redeemed (1,037,240) (24,160,671) (1,162,874) (31,902,458) -------------------------------------------------------------------- Net decrease (178,090) $ (3,927,695) (261,218) $ (6,698,416) ====================================================================
25 | OPPENHEIMER GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 3. Purchases and Sales of Securities The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended August 31, 2003, were $1,172,921,164 and $1,098,539,539, respectively. - -------------------------------------------------------------------------------- 4. Fees and Other Transactions with Affiliates Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee at an annual rate of 0.75% of the first $200 million of average annual net assets of the Fund, 0.72% of the next $200 million, 0.69% of the next $200 million, 0.66% of the next $200 million, 0.60% of the next $700 million, 0.58% of the next $1.0 billion, 0.56% of the next $2.0 billion, and 0.54% of the average annual net assets in excess of $4.5 billion. - -------------------------------------------------------------------------------- Transfer Agent Fees. OppenheimerFunds Services (OFS), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended August 31, 2003, the Fund paid $4,662,228 to OFS for services to the Fund. Additionally, Class Y shares are subject to minimum fees of $5,000 for assets of less than $10 million and $10,000 for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees up to an annual rate of 0.35% of average annual net assets for all classes. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- Distribution and Service Plan (12b-1) Fees. Under its General Distributor's Agreement with the Manager, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the different classes of shares of the Fund. The compensation paid to (or retained by) the Distributor from the sale of shares or on the redemption of shares is shown in the table below for the period indicated.
Aggregate Class A Concessions Concessions Concessions Concessions Front-End Front-End on Class A on Class B on Class C on Class N Sales Charges Sales Charges Shares Shares Shares Shares on Class A Retained by Advanced by Advanced by Advanced by Advanced by Year Ended Shares Distributor Distributor 1 Distributor 1 Distributor 1 Distributor 1 - -------------------------------------------------------------------------------------------------------------------- August 31, 2003 $1,836,257 $504,366 $167,457 $1,509,600 $137,651 $52,686
1. The Distributor advances concession payments to dealers for certain sales of Class A shares and for sales of Class B, Class C and Class N shares from its own resources at the time of sale.
Class A Class B Class C Class N Contingent Contingent Contingent Contingent Deferred Deferred Deferred Deferred Sales Charges Sales Charges Sales Charges Sales Charges Retained by Retained by Retained by Retained by Year Ended Distributor Distributor Distributor Distributor - ----------------------------------------------------------------------------------- August 31, 2003 $20,149 $916,315 $19,351 $17,676
26 | OPPENHEIMER GROWTH FUND - -------------------------------------------------------------------------------- Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A Shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. For the year ended August 31, 2003, expense under the Class A Plan totaled $2,547,799, all of which were paid by the Distributor to recipients, which included $19,630 retained by the Distributor and $129,739 which was paid to an affiliate of the Manager. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. - -------------------------------------------------------------------------------- Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B shares and on Class C shares and the Fund pays the Distributor an annual asset-based sales charge of 0.25% per year on Class N shares. The Distributor also receives a service fee of 0.25% per year under each plan. Distribution fees paid to the Distributor for the year ended August 31, 2003, were as follows:
Distributor's Distributor's Aggregate Aggregate Unreimbursed Unreimbursed Expenses as % Total Payments Amount Retained Expenses of Net Assets Under Plan by Distributor Under Plan of Class - ------------------------------------------------------------------------------------------ Class B Plan $2,767,625 $2,165,757 $10,652,942 3.94% Class C Plan 721,584 147,345 1,777,310 2.29 Class N Plan 25,007 20,747 133,158 1.71
- -------------------------------------------------------------------------------- 5. Option Activity The Fund may buy and sell put and call options, or write put and covered call options on portfolio securities in order to produce incremental earnings or protect against changes in the value of portfolio securities. The Fund generally purchases put options or writes covered call options to hedge against adverse movements in the value of portfolio holdings. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option. Options are valued daily based upon the last sale price on the principal exchange on which the option is traded and unrealized appreciation or depreciation is recorded. The Fund will realize a gain or loss upon the expiration or closing of the option transaction. When an option is exercised, the proceeds on sales for a written call option, the purchase cost for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. 27 | OPPENHEIMER GROWTH FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- 5. Option Activity Continued Securities designated to cover outstanding call options are noted in the Statement of Investments where applicable. Shares subject to call, expiration date, exercise price, premium received and market value are detailed in a note to the Statement of Investments. Options written are reported as a liability in the Statement of Assets and Liabilities. Realized gains and losses are reported in the Statement of Operations. The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist. Written option activity for the year ended August 31, 2003 was as follows: Call Options ----------------------------- Number of Amount of Contracts Premiums ------------------------------------------------------ Options outstanding as of August 31, 2002 -- $ -- Options written 3,000 530,992 Options closed or expired (1,397) (247,265 Options exercised (1,603) (283,727 ----------------------------- Options outstanding as of August 31, 2003 -- $ -- ============================= - ----------------------------------------------------------------------- 6. Borrowing and Lending Arrangements The Fund entered into an "interfund borrowing and lending arrangement" with other funds in the Oppenheimer funds complex, to allow funds to borrow for liquidity purposes. The arrangement was initiated pursuant to exemptive relief granted by the Securities and Exchange Commission to allow these affiliated funds to lend money to, and borrow money from, each other, in an attempt to reduce borrowing costs below those of bank loan facilities. Under the arrangement the Fund may lend money to other Oppenheimer funds and may borrow from other Oppenheimer funds at a rate set by the Fund's Board of Trustees, based upon a recommendation by the Manager. The Fund's borrowings, if any, are subject to asset coverage requirements under the Investment Company Act and the provisions of the SEC order and other applicable regulations. If the Fund borrows money, there is a risk that the loan could be called on one day's notice, in which case the Fund might have to borrow from a bank at higher rates if a loan were not available from another Oppenheimer fund. If the Fund lends money to another fund, it will be subject to the risk that the other fund might not repay the loan in a timely manner, or at all. The Fund had no interfund borrowings or loans outstanding during the year ended or at August 31, 2003. 28 | OPPENHEIMER GROWTH FUND INDEPENDENT AUDITORS' REPORT - -------------------------------------------------------------------------------- The Board of Trustees and Shareholders of Oppenheimer Growth Fund: We have audited the accompanying statement of assets and liabilities of Oppenheimer Growth Fund, including the statement of investments, as of August 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2003, by correspondence with the custodian and broker or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Growth Fund as of August 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. KPMG LLP Denver, Colorado September 22, 2003 29 | OPPENHEIMER GROWTH FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- In early 2004, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2003. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES Unaudited - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund will be required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The first such filing is due no later than August 31, 2004, for the twelve months ended June 30, 2004. Once filed, the Fund's Form N-PX filing will be available (i) without charge, upon request, by calling the Fund toll-free at 1.800.225.5677, and (ii) on the SEC's website at www.sec.gov. 30 | OPPENHEIMER GROWTH FUND TRUSTEES AND OFFICERS Unaudited
- ---------------------------------------------------------------------------------------------------------------- Name, Position(s) Held with Principal Occupation(s) During Past 5 Years; Other Trusteeships/Directorships Held Fund, Length of Service, Age by Trustee; Number of Portfolios in Fund Complex Currently Overseen by Trustee INDEPENDENT The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, TRUSTEES CO 80112-3924. Each Trustee serves for an indefinite term, until his or her resignation, retirement, death or removal. Clayton K. Yeutter, Of Counsel (since 1993), Hogan & Hartson (a law firm). Other directorships: Chairman of the Board Weyerhaeuser Corp. (since 1999) and Danielson Holding Corp. (since 2002); of Trustees (since 2003), formerly a director of Caterpillar, Inc. (1993-December 2002). Oversees 29 Trustee (since 1991) portfolios in the OppenheimerFunds complex. Age: 72 Robert G. Galli, A trustee or director of other Oppenheimer funds. Formerly Trustee (May 2000- Trustee (since 1996) 2002) of Research Foundation of AIMR (investment research, non-profit) and Age: 70 Vice Chairman (October 1995-December 1997) of OppenheimerFunds, Inc. (the Manager). Oversees 39 portfolios in the OppenheimerFunds complex. Phillip A. Griffiths, A director (since 1991) of the Institute for Advanced Study, Princeton, N.J., Trustee (since 1999) a director (since 2001) of GSI Lumonics, a trustee (since 1983) of Woodward Age: 64 Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 29 portfolios in the OppenheimerFunds complex. Joel W. Motley, Director (since 2002) Columbia Equity Financial Corp. (privately-held financial Trustee (since 2002) adviser); Managing Director (since 2002) Carmona Motley, Inc. (privately-held Age: 51 financial adviser); Formerly he held the following positions: Managing Director (January 1998-December 2001), Carmona Motley Hoffman Inc. (privately-held financial adviser); Managing Director (January 1992-December 1997), Carmona Motley & Co. (privately-held financial adviser). Oversees 29 portfolios in the OppenheimerFunds complex. Kenneth A. Randall, A director of Dominion Resources, Inc. (electric utility holding company) and Trustee (since 1980) Prime Retail, Inc. (real estate investment trust); formerly a director of Age: 76 Dominion Energy, Inc. (electric power and oil & gas producer), President and Chief Executive Officer of The Conference Board, Inc. (international economic and business research) and a director of Lumbermens Mutual Casualty Company, American Motorists Insurance Company and American Manufacturers Mutual Insurance Company. Oversees 29 portfolios in the OppenheimerFunds complex. Edward V. Regan, President, Baruch College, CUNY; a director of RBAsset (real estate manager); a Trustee (since 1993) director of OffitBank; formerly Trustee, Financial Accounting Foundation (FASB Age: 73 and GASB), Senior Fellow of Jerome Levy Economics Institute, Bard College, Chairman of Municipal Assistance Corporation for the City of New York, New York State Comptroller and Trustee of New York State and Local Retirement Fund. Oversees 29 investment companies in the OppenheimerFunds complex. Russell S. Reynolds, Jr., Chairman (since 1993) of The Directorship Search Group, Inc. (corporate Trustee (since 1989) governance consulting and executive recruiting); a life trustee of International Age: 71 House (non-profit educational organization), and a trustee (since 1996) of the Greenwich Historical Society. Oversees 29 portfolios in the OppenheimerFunds complex.
31 | OPPENHEIMER GROWTH FUND TRUSTEES AND OFFICERS Unaudited / Continued
Donald W. Spiro, Chairman Emeritus (since January 1991) of the Manager. Formerly a director Vice Chairman of the (January 1969-August 1999) of the Manager. Oversees 29 portfolios in the Board of Trustees, OppenheimerFunds complex. Trustee (since 1985) Age: 77 - ------------------------------------------------------------------------------------------------------------ INTERESTED TRUSTEE The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New York, AND OFFICER NY 10018. Mr. Murphy serves for an indefinite term, until his resignation, death or removal. John V. Murphy, Chairman, Chief Executive Officer and director (since June 2001) and President President and Trustee, (since September 2000) of the Manager; President and a director or trustee Trustee (since 2001) of other Oppenheimer funds; President and a director (since July 2001) of Age: 54 Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; a director (since November 2001) of Trinity Investment Management Corp. and Tremont Advisers, Inc. (investment advisory affiliates of the Manager); Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of David L. Babson & Company, Inc.); formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 75 portfolios in the OppenheimerFunds complex. - ------------------------------------------------------------------------------------------------------------ OFFICERS The address of the Officers in the chart below is as follows: for Messrs. Bartlett and Zack, 498 Seventh Avenue, New York, NY 10018, for Mr. Wixted, 6803 S. Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term or until his or her earlier resignation, death or removal. Bruce Bartlett, Senior Vice President (since January 1999) of the Manager; an officer of 5 port- Vice President (since 1998) folios in the OppenheimerFunds complex; formerly Vice President and Portfolio Age: 53 Manager of the Manager (April 1995 - December 1998).
32 | OPPENHEIMER GROWTH FUND
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since 1999) Treasurer (since March 1999) of HarbourView Asset Management Corporation, Age: 43 Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since March 2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000) (offshore fund management sub- sidiaries of the Manager); Treasurer and Chief Financial Officer (since May 2000) of Oppenheimer Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief Operating Officer (March 1995-March 1999), Bankers Trust Company- Mutual Fund Services Division. An officer of 91 portfolios in the OppenheimerFunds complex. Robert G. Zack, Senior Vice President (since May 1985) and General Counsel (since February Secretary (since 2001) 2002) of the Manager; General Counsel and a director (since November 2001) of Age: 55 OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Vice President and a director (since November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust Company and OFI Institutional Asset Management, Inc.; General Counsel (since November 2001) of Centennial Asset Management Corporation; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since November 2001) of OppenheimerFunds International Ltd.; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds Interna- tional Ltd. and OppenheimerFunds plc (October 1997-November 2001). An officer of 91 portfolios in the OppenheimerFunds complex.
The Fund's Statement of Additional Information contains additional information about the Fund's Trustees and is available without charge upon request. 33 | OPPENHEIMER GROWTH FUND ITEM 2. CODE OF ETHICS ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the Fund has determined that Edward V. Regan, the Chairman of the Board's Audit Committee, possesses the technical attributes identified in Instruction 2(b) of Item 3 to Form N-CSR to qualify as an "audit committee financial expert," and has designated Mr. Regan as the Audit Committee's financial expert. Mr. Regan is an "independent" Trustee pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES - NOT REQUIRED ITEM 5. NOT APPLICABLE ITEM 6. RESERVED ITEM 7. NOT APPLICABLE ITEM 8. RESERVED ITEM 9. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of August 31, 2003, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to be appropriately designed to ensure that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls or in other factors that could significantly affect registrant's internal controls subsequent to the date of the most recent evaluation as indicated, including no significant deficiencies or material weaknesses that required corrective action. ITEM 10. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CODE ETH 3 ex99_code-270.txt EX99_CODE-270 EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A.(1) 1. PURPOSE OF THE CODE This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. - --------------------------- (1) The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. PROHIBITIONS The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii)fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. REPORTS OF CONFLICTS OF INTERESTS If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. WAIVERS Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. REPORTING REQUIREMENTS (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules.(2) 6. ANNUAL RENEWAL At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. SANCTIONS Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. ADMINISTRATION AND CONSTRUCTION (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the - ----------------------------------- (2) An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. REQUIRED RECORDS The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. AMENDMENTS AND MODIFICATIONS This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. CONFIDENTIALITY. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /S/ ROBERT G. ZACK Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS EACH OPPENHEIMER OR CENTENNIAL FUND Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer PERSONNEL OF OFI WHO BY VIRTUE OF THEIR JOBS PERFORM CRITICAL FINANCIAL AND ACCOUNTING FUNCTIONS FOR OFI ON BEHALF OF A FUND, INCLUDING: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting EX-99.CERT 4 ex99_302cert-270.txt EX99_302CERT-270 Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, JOHN V. MURPHY, certify that: -------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 10/16/03 /s/John V. Murphy ----------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, BRIAN W. WIXTED, certify that: --------------- 1. I have reviewed this report on Form N-CSR of Oppenheimer Growth Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Date: 10/16/03 /s/Brian W. Wixted ----------------------- Brian W. Wixted Chief Financial Officer EX-99.CERT 5 ex99_906cert-270.txt EX99_906CERT-270 EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 JOHN V. MURPHY, Chief Executive Officer, and BRIAN W. WIXTED Chief -------------- --------------- Financial Officer of Oppenheimer Growth Fund (the "Registrant"), each certify to the best of his or her knowledge that: 1. The Registrant's periodic report on Form N-CSR for the period ended August 31, 2003 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer Growth Fund Oppenheimer Growth Fund /s/John V. Murphy /s/Brian W. Wixted - ---------------------------- ---------------------------- John V. Murphy Brian W. Wixted Date: 10/16/03 Date: 10/16/03 -----END PRIVACY-ENHANCED MESSAGE-----