-----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, P3jIu0Hk6bhHvsHxM6o7GOF6756chIE+1eZfQPYV1hT2ZSqfmNgxMbHDZBHn5XH/ 9VPeCawcMZJiklHivQ/I2g== 0000935069-04-001857.txt : 20041124 0000935069-04-001857.hdr.sgml : 20041124 20041124121228 ACCESSION NUMBER: 0000935069-04-001857 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041124 DATE AS OF CHANGE: 20041124 EFFECTIVENESS DATE: 20041124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER DISCOVERY FUND CENTRAL INDEX KEY: 0000777547 IRS NUMBER: 222725700 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-04410 FILM NUMBER: 041165956 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 OTC FUND DATE OF NAME CHANGE: 19891210 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER EXPLORER FUND DATE OF NAME CHANGE: 19860710 N-CSR 1 ra500_11826ncsr.txt RA500_11826NCSR.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-4410 Oppenheimer Discovery Fund (Exact name of registrant as specified in charter) 6803 South Tucson Way, Centennial, Colorado 80112-3924 (Address of principal executive offices) (Zip code) Robert G. Zack, Esq. OppenheimerFunds, Inc. Two World Financial Center, New York, New York 10281-1008 (Name and address of agent for service) Registrant's telephone number, including area code: (303) 768-3200 Date of fiscal year end: September 30 Date of reporting period: October 1, 2003 - September 30, 2004 ITEM 1. REPORTS TO STOCKHOLDERS. TOP HOLDINGS AND ALLOCATIONS - ------------------------------------------------------------------------------- TOP TEN COMMON STOCK INDUSTRIES - ------------------------------------------------------------------------------- Semiconductors & Semiconductor Equipment 8.4% - ------------------------------------------------------------------------------- Software 8.4 - ------------------------------------------------------------------------------- Internet Software & Services 5.6 - ------------------------------------------------------------------------------- Biotechnology 5.5 - ------------------------------------------------------------------------------- Communications Equipment 5.4 - ------------------------------------------------------------------------------- Pharmaceuticals 5.4 - ------------------------------------------------------------------------------- Health Care Providers & Services 4.8 - ------------------------------------------------------------------------------- Hotels, Restaurants & Leisure 4.5 - ------------------------------------------------------------------------------- Health Care Equipment & Supplies 3.3 - ------------------------------------------------------------------------------- Commercial Banks 3.3 Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2004 and are based on net assets. TOP TEN COMMON STOCK HOLDINGS - ------------------------------------------------------------------------------- Martek Biosciences Corp. 2.1% - ------------------------------------------------------------------------------- Westcorp 1.9 - ------------------------------------------------------------------------------- MGI Pharma, Inc. 1.6 - ------------------------------------------------------------------------------- Zebra Technologies Corp., Cl. A 1.6 - ------------------------------------------------------------------------------- Activision, Inc. 1.6 - ------------------------------------------------------------------------------- FLIR Systems, Inc. 1.6 - ------------------------------------------------------------------------------- Autodesk, Inc. 1.5 - ------------------------------------------------------------------------------- Macromedia, Inc. 1.4 - ------------------------------------------------------------------------------- Shuffle Master, Inc. 1.3 - ------------------------------------------------------------------------------- VCA Antech, Inc. 1.3 Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2004 and are based on net assets. For more current Fund holdings, please visit www.oppenheimerfunds.com. 8 | OPPENHEIMER DISCOVERY FUND - -------------------------------------------------------------------------------- SECTOR ALLOCATION [THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL.] Information Technology 41.4% Semiconductors & Semiconductor Equipment 9.1 Software 9.2 Internet Software & Services 6.2 Communications Equipment 5.9 IT Services 3.5 Electronic Equipment & Instruments 3.2 Computers & Peripherals 2.5 Office Electronics 1.8 Health Care 20.7 Financials 11.1 Industrials 10.9 Consumer Discretionary 10.0 Materials 3.2 Energy 2.7 Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2004, and are based on common stocks. - -------------------------------------------------------------------------------- 9 | OPPENHEIMER DISCOVERY FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- HOW HAS THE FUND PERFORMED? BELOW IS A DISCUSSION BY OPPENHEIMERFUNDS, INC., OF THE FUND'S PERFORMANCE DURING ITS FISCAL YEAR ENDED SEPTEMBER 30, 2004, FOLLOWED BY A GRAPHICAL COMPARISON OF THE FUND'S PERFORMANCE TO APPROPRIATE BROAD-BASED MARKET INDICES. MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE. Over the 12-month period ended September 30, 2004, the Fund's performance trailed that of its benchmark. Despite relatively strong gains from several consumer cyclical holdings, disappointing results among individual stock selections in the education, health care and technology sectors undermined returns. The Fund's investment strategy focuses on small-cap growth companies that exhibit leadership potential within their market sector. In particular, we seek to uncover little-known companies with a competitive advantage in their marketplace. We target those we believe offer innovative products or services, rapidly accelerating earnings, sustainable growth rates and proven management teams. To try to moderate the risks associated with small company stocks, we also diversify investments among a variety of high-potential companies in different industries. Our aggressive style of investing in small-cap growth stocks generally positions the Fund to benefit in strong markets, while often underperforming in weak ones. Such proved the case during the second half of the reporting period, when small-cap growth stocks lost significantly more ground then their large-cap and value-oriented counterparts. This trend was most apparent in the technology sector, an area in which the Fund generally finds a relatively large number of attractive investments. For example, many semiconductor holdings, such as a supplier of single-chip image sensors declined sharply in response to short-term earnings weakness despite solid, longer-term fundamentals. Some other technology holdings, such as a wireless hardware maker also suffered from competitive concerns. However, the Fund cushioned these losses with positions in several strong technology stocks, such as FLIR Systems, Inc., a provider of defense and home security products; and Zebra Technologies Corp., Cl. A, a developer of leading-edge inventory control equipment. Other areas that undermined the Fund's relative performance included education and health care. In the education area, several of the Fund's best performers in 2003 were among its greatest disappointments in 2004 when the group came under pressure amid rumors and investigations regarding corporate governance issues. Although most of the questions regarding such stocks were resolved, holdings such as Corinthian Colleges, Inc., failed to fully recover before the end of the period, thereby undermining the Fund's performance. In health care, risk-averse investor sentiment drove stock prices sharply lower for biotechnology holdings, such as photo therapeutics and generic drug holdings, 10 | OPPENHEIMER DISCOVERY FUND despite strong fundamentals. The behavior of Martek Biosciences Corp., one of the Fund's largest holdings, illustrates the sector's recent volatility. Despite strong demand for the company's nutritional additives and increasing production capacity, the stock declined substantially between May and August 2004. On the other hand, the Fund delivered relatively strong performance in the consumer cyclical area, where several specialty retail holdings posted gains. For example, Urban Outfitters, Inc., rose as a result of sales growth among its Anthropologie stores; a casual apparel retailer benefited from a favorable shift in fashion trends; and a footwear marketer capitalized on the popularity of its product lines. As of the end of the period, we continue to maintain our disciplined focus on small-cap growth investing. As a result, we believe the Fund is well positioned to take advantage of historically low relative valuations in the sector. 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 September 30, 2004. In the case of Class A, Class B and Class Y shares, performance is measured over a ten fiscal year period; in the case of Class C shares, from the inception of the class on October 2, 1995. In the case of Class N shares, performance is measured from inception of the Class on March 1, 2001. The Fund's performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C, and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results. The Fund's performance is compared to the performance of the Standard & Poor's (S&P) 500 Index and the Russell 2000 Index. The S&P 500 Index is a broad-based index of equity securities widely regarded as a general measure of the performance of the U.S. equity securities market. The Russell 2000 Index is a capitalization-weighted index of 2,000 U.S. issuers whose common stocks are traded on the New York and American Stock Exchanges and NASDAQ, and is widely recognized as a measure of the performance of mid-capitalization stocks. Index performance reflects the reinvestment of income but does not consider the effect of transaction costs, and none of the data in the graphs shows the effect of taxes. The Fund's performance reflects the effects of the Fund's business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund's performance, it must be noted that the Fund's investments are not limited to the investments in either index. 11 | OPPENHEIMER DISCOVERY FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS A SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Discovery Fund (Class A) S&P 500 Index Russell 2000 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer Discovery Fund Russell Date (Class A) S&P 500 Index 2000 Index 09/30/1994 9,425 10,000 10,000 12/31/1994 9,225 9,998 9,815 03/31/1995 9,775 10,971 10,268 06/30/1995 10,460 12,017 11,231 09/30/1995 12,066 12,971 12,340 12/31/1995 12,618 13,751 12,608 03/31/1996 13,434 14,489 13,251 06/30/1996 15,048 15,138 13,914 09/30/1996 15,416 15,607 13,961 12/31/1996 14,485 16,906 14,687 03/31/1997 12,601 17,360 13,928 06/30/1997 14,934 20,388 16,185 09/30/1997 16,827 21,915 18,594 12/31/1997 15,985 22,545 17,972 03/31/1998 17,769 25,687 19,779 06/30/1998 16,962 26,540 18,857 09/30/1998 13,330 23,906 15,058 12/31/1998 15,666 28,992 17,514 03/31/1999 13,964 30,436 16,564 06/30/1999 15,277 32,577 19,140 09/30/1999 14,875 30,548 17,930 12/31/1999 23,704 35,090 21,237 03/31/2000 27,258 35,894 22,741 06/30/2000 23,736 34,940 21,882 09/30/2000 24,119 34,602 22,124 12/31/2000 20,561 31,896 20,595 03/31/2001 16,621 28,117 19,256 06/30/2001 19,886 29,762 22,007 09/30/2001 15,192 25,395 17,432 12/31/2001 18,177 28,108 21,107 03/31/2002 18,058 28,186 21,948 06/30/2002 15,344 24,412 20,115 09/30/2002 12,969 20,197 15,810 12/31/2002 13,796 21,898 16,784 03/31/2003 13,171 21,209 16,030 06/30/2003 15,991 24,472 19,785 09/30/2003 17,824 25,120 21,581 12/31/2003 19,174 28,176 24,715 03/31/2004 19,877 28,653 26,262 06/30/2004 19,656 29,146 26,386 09/30/2004 17,870 28,601 25,633 AVERAGE ANNUAL TOTAL RETURNS OF CLASS A SHARES WITH SALES CHARGE OF THE FUND AT 9/30/04 1-Year -5.51% 5-Year 2.52% 10-Year 5.98% 12 | OPPENHEIMER DISCOVERY FUND CLASS B SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Discovery Fund (Class B) S&P 500 Index Russell 2000 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer Discovery Fund Russell Date (Class B) S&P 500 Index 2000 Index 09/30/1994 10,000 10,000 10,000 12/31/1994 9,772 9,998 9,815 03/31/1995 10,335 10,971 10,268 06/30/1995 11,036 12,017 11,231 09/30/1995 12,704 12,971 12,340 12/31/1995 13,257 13,751 12,608 03/31/1996 14,090 14,489 13,251 06/30/1996 15,751 15,138 13,914 09/30/1996 16,105 15,607 13,961 12/31/1996 15,101 16,906 14,687 03/31/1997 13,118 17,360 13,928 06/30/1997 15,515 20,388 16,185 09/30/1997 17,446 21,915 18,594 12/31/1997 16,542 22,545 17,972 03/31/1998 18,355 25,687 19,779 06/30/1998 17,488 26,540 18,857 09/30/1998 13,719 23,906 15,058 12/31/1998 16,090 28,992 17,514 03/31/1999 14,313 30,436 16,564 06/30/1999 15,633 32,577 19,140 09/30/1999 15,190 30,548 17,930 12/31/1999 24,162 35,090 21,237 03/31/2000 27,737 35,894 22,741 06/30/2000 24,108 34,940 21,882 09/30/2000 24,465 34,602 22,124 12/31/2000 20,856 31,896 20,595 03/31/2001 16,859 28,117 19,256 06/30/2001 20,171 29,762 22,007 09/30/2001 15,410 25,395 17,432 12/31/2001 18,438 28,108 21,107 03/31/2002 18,317 28,186 21,948 06/30/2002 15,564 24,412 20,115 09/30/2002 13,155 20,197 15,810 12/31/2002 13,994 21,898 16,784 03/31/2003 13,360 21,209 16,030 06/30/2003 16,221 24,472 19,785 09/30/2003 18,079 25,120 21,581 12/31/2003 19,449 28,176 24,715 03/31/2004 20,162 28,653 26,262 06/30/2004 19,938 29,146 26,386 09/30/2004 18,125 28,601 25,633 AVERAGE ANNUAL TOTAL RETURNS OF CLASS B SHARES WITH SALES CHARGE OF THE FUND AT 9/30/04 1-Year -5.57% 5-Year 2.64% 10-Year 6.13% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. THERE IS NO SALES CHARGE FOR CLASS Y SHARES. BECAUSE CLASS B SHARES CONVERT TO CLASS A SHARES 72 MONTHS AFTER PURCHASE, 10-YEAR RETURN FOR CLASS B SHARES USES CLASS A PERFORMANCE FOR THE PERIOD AFTER CONVERSION. SEE PAGE 17 FOR FURTHER INFORMATION. 13 | OPPENHEIMER DISCOVERY FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS C SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Discovery Fund (Class C) S&P 500 Index Russell 2000 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer Discovery Fund Russell Date (Class C) S&P 500 Index 2000 Index 10/02/1995 10,000 10,000 10,000 12/31/1995 10,536 10,602 10,217 03/31/1996 11,194 11,170 10,738 06/30/1996 12,516 11,671 11,275 09/30/1996 12,796 12,032 11,313 12/31/1996 11,998 13,034 11,902 03/31/1997 10,422 13,384 11,287 06/30/1997 12,328 15,719 13,116 09/30/1997 13,869 16,896 15,068 12/31/1997 13,152 17,381 14,564 03/31/1998 14,595 19,804 16,029 06/30/1998 13,904 20,461 15,281 09/30/1998 10,909 18,431 12,203 12/31/1998 12,792 22,352 14,193 03/31/1999 11,383 23,465 13,423 06/30/1999 12,431 25,116 15,511 09/30/1999 12,079 23,552 14,530 12/31/1999 19,210 27,053 17,210 03/31/2000 22,053 27,673 18,429 06/30/2000 19,170 26,938 17,732 09/30/2000 19,440 26,677 17,928 12/31/2000 16,542 24,591 16,690 03/31/2001 13,345 21,677 15,604 06/30/2001 15,940 22,945 17,834 09/30/2001 12,156 19,578 14,126 12/31/2001 14,513 21,670 17,105 03/31/2002 14,388 21,730 17,786 06/30/2002 12,203 18,821 16,301 09/30/2002 10,296 15,571 12,812 12/31/2002 10,929 16,883 13,601 03/31/2003 10,421 16,351 12,990 06/30/2003 12,625 18,867 16,033 09/30/2003 14,044 19,366 17,489 12/31/2003 15,080 21,723 20,028 03/31/2004 15,600 22,090 21,282 06/30/2004 15,393 22,470 21,383 09/30/2004 13,970 22,050 20,772 AVERAGE ANNUAL TOTAL RETURNS OF CLASS C SHARES WITH SALES CHARGE OF THE FUND AT 9/30/04 1-Year -1.52% 5-Year 2.95% Since Inception (10/2/95) 3.79% 14 | OPPENHEIMER DISCOVERY FUND CLASS N SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Discovery Fund (Class N) S&P 500 Index Russell 2000 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer Discovery Fund Russell Date (Class N) S&P 500 Index 2000 Index 03/01/2001 10,000 10,000 10,000 03/31/2001 9,248 9,367 9,511 06/30/2001 11,059 9,915 10,870 09/30/2001 8,440 8,460 8,610 12/31/2001 10,092 9,364 10,426 03/31/2002 10,018 9,390 10,841 06/30/2002 8,507 8,132 9,935 09/30/2002 7,187 6,728 7,809 12/31/2002 7,635 7,295 8,290 03/31/2003 7,290 7,065 7,918 06/30/2003 8,842 8,153 9,772 09/30/2003 9,852 8,368 10,659 12/31/2003 10,588 9,387 12,207 03/31/2004 10,969 9,545 12,972 06/30/2004 10,839 9,710 13,033 09/30/2004 9,847 9,528 12,661 AVERAGE ANNUAL TOTAL RETURNS OF CLASS N SHARES WITH SALES CHARGE OF THE FUND AT 9/30/04 1-Year -1.05% 5-Year N/A Since Inception (3/1/01) -0.43% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. THERE IS NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 17 FOR FURTHER INFORMATION. 15 | OPPENHEIMER DISCOVERY FUND FUND PERFORMANCE DISCUSSION - -------------------------------------------------------------------------------- CLASS Y SHARES COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN: Oppenheimer Discovery Fund (Class Y) S&P 500 Index Russell 2000 Index [THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.] Oppenheimer Discovery Fund Russell Date (Class Y) S&P 500 Index 2000 Index 09/30/1994 10,000 10,000 10,000 12/31/1994 9,801 9,998 9,815 03/31/1995 10,394 10,971 10,268 06/30/1995 11,127 12,017 11,231 09/30/1995 12,828 12,971 12,340 12/31/1995 13,425 13,751 12,608 03/31/1996 14,304 14,489 13,251 06/30/1996 16,032 15,138 13,914 09/30/1996 16,431 15,607 13,961 12/31/1996 15,450 16,906 14,687 03/31/1997 13,453 17,360 13,928 06/30/1997 15,954 20,388 16,185 09/30/1997 17,992 21,915 18,594 12/31/1997 17,110 22,545 17,972 03/31/1998 19,040 25,687 19,779 06/30/1998 18,188 26,540 18,857 09/30/1998 14,310 23,906 15,058 12/31/1998 16,813 28,992 17,514 03/31/1999 14,995 30,436 16,564 06/30/1999 16,412 32,577 19,140 09/30/1999 16,001 30,548 17,930 12/31/1999 25,509 35,090 21,237 03/31/2000 29,352 35,894 22,741 06/30/2000 25,593 34,940 21,882 09/30/2000 26,029 34,602 22,124 12/31/2000 22,182 31,896 20,595 03/31/2001 17,944 28,117 19,256 06/30/2001 21,490 29,762 22,007 09/30/2001 16,430 25,395 17,432 12/31/2001 19,671 28,108 21,107 03/31/2002 19,560 28,186 21,948 06/30/2002 16,633 24,412 20,115 09/30/2002 14,069 20,197 15,810 12/31/2002 14,978 21,898 16,784 03/31/2003 14,311 21,209 16,030 06/30/2003 17,378 24,472 19,785 09/30/2003 19,386 25,120 21,581 12/31/2003 20,871 28,176 24,715 03/31/2004 21,655 28,653 26,262 06/30/2004 21,432 29,146 26,386 09/30/2004 19,502 28,601 25,633 AVERAGE ANNUAL TOTAL RETURNS OF CLASS Y SHARES AT 9/30/04 1-Year 0.60% 5-Year 4.04% 10-Year 6.91% THE PERFORMANCE DATA QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE SO THAT AN INVESTOR'S SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE QUOTED. FOR PERFORMANCE DATA CURRENT TO THE MOST RECENT MONTH END, VISIT US AT WWW.OPPENHEIMERFUNDS.COM, OR CALL US AT 1.800.525.7048. FUND RETURNS INCLUDE CHANGES IN SHARE PRICE, REINVESTED DISTRIBUTIONS, AND THE APPLICABLE SALES CHARGE: FOR CLASS A SHARES, THE CURRENT MAXIMUM INITIAL SALES CHARGE OF 5.75%; FOR CLASS B SHARES, THE CONTINGENT DEFERRED SALES CHARGE OF 5% (1-YEAR) AND 2% (5-YEAR); AND FOR CLASS C AND N SHARES, THE CONTINGENT 1% DEFERRED SALES CHARGE FOR THE 1-YEAR PERIOD. THERE IS NO SALES CHARGE FOR CLASS Y SHARES. SEE PAGE 17 FOR FURTHER INFORMATION. 16 | OPPENHEIMER DISCOVERY FUND NOTES - -------------------------------------------------------------------------------- Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund's total returns shown do not reflect the deduction of income taxes on an individual's investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares. Investors should consider the Fund's investment objectives, risks, and other charges and expenses carefully before investing. The Fund's prospectus contains this and other information about the Fund, and may be obtained by asking your financial advisor, calling us at 1.800.525.7048 or visiting our website at www.oppenheimerfunds.com. Read the prospectus carefully before investing. The Fund's investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. CLASS A shares of the Fund were first publicly offered on 9/11/86. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%. The Fund's maximum sales charge for Class A shares was lower prior to 4/4/91, so actual performance may have bee higher. CLASS B shares of the Fund were first publicly offered on 4/4/94. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charge of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge. CLASS C shares of the Fund were first publicly offered on 10/2/95. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the one-year period. Class C shares are subject to an annual 0.75% asset-based sales charge. CLASS N shares of the Fund were first publicly offered on 3/1/01. Class N shares are offered only through retirement plans. Unless otherwise noted, Class N returns include the contingent deferred sales charge of 1% for the 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. 17 | OPPENHEIMER DISCOVERY FUND FUND EXPENSES - -------------------------------------------------------------------------------- FUND EXPENSES. As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions; and redemption fees, if any; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended September 30, 2004. ACTUAL EXPENSES. The "actual" lines of the table provide information about actual account values and actual expenses. You may use the information on this line for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the "actual" line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES. The "hypothetical" lines of the table provide information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio for each class of shares, and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads), redemption fees, or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to 18 | OPPENHEIMER DISCOVERY FUND exceptions described in the Statement of Additional Information). Therefore, the "hypothetical" lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. BEGINNING ENDING EXPENSES ACCOUNT ACCOUNT PAID DURING VALUE VALUE 6-MONTHS ENDED (4/1/04) (9/30/04) SEPTEMBER 30, 2004 - ------------------------------------------------------------------- Class A Actual $ 1,000.00 $ 899.00 $ 6.10 - ------------------------------------------------------------------- Class A Hypothetical 1,000.00 1,018.60 6.48 - ------------------------------------------------------------------- Class B Actual 1,000.00 895.10 10.20 - ------------------------------------------------------------------- Class B Hypothetical 1,000.00 1,014.30 10.83 - ------------------------------------------------------------------- Class C Actual 1,000.00 895.50 9.91 - ------------------------------------------------------------------- Class C Hypothetical 1,000.00 1,014.60 10.53 - ------------------------------------------------------------------- Class N Actual 1,000.00 897.70 7.48 - ------------------------------------------------------------------- Class N Hypothetical 1,000.00 1,017.15 7.95 - ------------------------------------------------------------------- Class Y Actual 1,000.00 900.30 4.57 - ------------------------------------------------------------------- Class Y Hypothetical 1,000.00 1,020.20 4.86 Hypothetical assumes 5% annual return before expenses. Expenses are equal to the Fund's annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). Those annualized expense ratios based on the 6-month period ended September 30, 2004 are as follows: CLASS EXPENSE RATIOS - ------------------------ Class A 1.28% - ------------------------ Class B 2.14 - ------------------------ Class C 2.08 - ------------------------ Class N 1.57 - ------------------------ Class Y 0.96 The expense ratios reflect voluntary reimbursements of expenses by the Fund's Transfer Agent that can be terminated at any time, without advance notice. The "Financial Highlights" tables in the Fund's financial statements, included in this report, also show the gross expense ratios, without such reimbursements. 19 | OPPENHEIMER DISCOVERY FUND STATEMENT OF INVESTMENTS September 30, 2004 - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- COMMON STOCKS--91.4% - -------------------------------------------------------------------------------- CONSUMER DISCRETIONARY--9.2% - -------------------------------------------------------------------------------- DISTRIBUTORS--0.1% Design Within Reach, Inc. 1 51,000 $ 876,690 - -------------------------------------------------------------------------------- HOTELS, RESTAURANTS & LEISURE--4.5% P.F. Chang's China Bistro, Inc. 1 155,000 7,515,950 - -------------------------------------------------------------------------------- Penn National Gaming, Inc. 1 74,100 2,993,640 - -------------------------------------------------------------------------------- Ruby Tuesday, Inc. 288,300 8,034,921 - -------------------------------------------------------------------------------- Scientific Games Corp., Cl. A 1 572,200 10,929,020 - -------------------------------------------------------------------------------- Shuffle Master, Inc. 1 332,100 12,440,466 ------------- 41,913,997 - -------------------------------------------------------------------------------- INTERNET & CATALOG RETAIL--0.7% Coldwater Creek, Inc. 1 289,500 6,041,865 - -------------------------------------------------------------------------------- MEDIA--0.9% Navarre Corp. 1 300,000 4,347,000 - -------------------------------------------------------------------------------- TiVo, Inc. 1 611,100 4,045,482 ------------- 8,392,482 - -------------------------------------------------------------------------------- SPECIALTY RETAIL--2.0% American Eagle Outfitters, Inc. 1 238,400 8,785,040 - -------------------------------------------------------------------------------- Urban Outfitters, Inc. 1 276,500 9,511,600 ------------- 18,296,640 - -------------------------------------------------------------------------------- TEXTILES, APPAREL & LUXURY GOODS--1.0% Deckers Outdoor Corp. 1 282,700 9,611,800 - -------------------------------------------------------------------------------- ENERGY--2.5% - -------------------------------------------------------------------------------- ENERGY EQUIPMENT & SERVICES--1.3% FMC Technologies, Inc. 1 150,000 5,010,000 - -------------------------------------------------------------------------------- Lone Star Technologies, Inc. 1 174,600 6,599,880 ------------- 11,609,880 - -------------------------------------------------------------------------------- OIL & GAS--1.2% Frontline Ltd. 100,000 4,719,000 - -------------------------------------------------------------------------------- General Maritime Corp. 1 190,000 6,617,700 ------------- 11,336,700 - -------------------------------------------------------------------------------- FINANCIALS--10.1% - -------------------------------------------------------------------------------- CAPITAL MARKETS--0.7% National Financial Partners Corp. 172,400 6,168,472 - -------------------------------------------------------------------------------- COMMERCIAL BANKS--3.3% BankAtlantic Bancorp, Inc. 200,000 3,664,000 - -------------------------------------------------------------------------------- East West Bancorp, Inc. 153,200 5,145,988 - -------------------------------------------------------------------------------- First Niagara Financial Group, Inc. 338,200 4,525,116 - -------------------------------------------------------------------------------- Westcorp 409,500 17,411,940 ------------- 30,747,044 - -------------------------------------------------------------------------------- CONSUMER FINANCE--1.0% First Marblehead Corp. (The) 1 210,000 9,744,000 - -------------------------------------------------------------------------------- DIVERSIFIED FINANCIAL SERVICES--2.0% CapitalSource, Inc. 1 373,900 8,352,926 - -------------------------------------------------------------------------------- Collegiate Funding Services, Inc. 1 200,000 2,512,000 - -------------------------------------------------------------------------------- Investors Financial Services Corp. 164,100 7,405,833 ------------- 18,270,759 - -------------------------------------------------------------------------------- REAL ESTATE--1.9% Newcastle Investment Corp. 265,500 8,150,850 - -------------------------------------------------------------------------------- Redwood Trust, Inc. 157,500 9,831,150 ------------- 17,982,000 - -------------------------------------------------------------------------------- THRIFTS & MORTGAGE FINANCE--1.2% Commercial Capital Bancorp, Inc. 500,433 11,354,832 - -------------------------------------------------------------------------------- HEALTH CARE--19.0% - -------------------------------------------------------------------------------- BIOTECHNOLOGY--5.5% Digene Corp. 1 97,600 2,533,696 - -------------------------------------------------------------------------------- Gen-Probe, Inc. 1 261,600 10,429,992 20 | OPPENHEIMER DISCOVERY FUND VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- BIOTECHNOLOGY Continued Martek Biosciences Corp. 1 392,900 $ 19,110,656 - -------------------------------------------------------------------------------- Pharmacyclics, Inc. 1 687,200 7,085,032 - -------------------------------------------------------------------------------- Pharmion Corp. 1 126,900 6,560,222 - -------------------------------------------------------------------------------- VaxGen, Inc. 1 360,500 4,812,675 ------------- 50,532,273 - -------------------------------------------------------------------------------- HEALTH CARE EQUIPMENT & SUPPLIES--3.3% Advanced Medical Optics, Inc. 1 175,000 6,924,750 - -------------------------------------------------------------------------------- Animas Corp. 1 312,800 5,036,080 - -------------------------------------------------------------------------------- Given Imaging Ltd. 1 196,300 7,547,735 - -------------------------------------------------------------------------------- Inamed Corp. 1 239,600 11,421,732 ------------- 30,930,297 - -------------------------------------------------------------------------------- HEALTH CARE PROVIDERS & SERVICES--4.8% Amedisys, Inc. 1 117,600 3,522,120 - -------------------------------------------------------------------------------- eResearch Technology, Inc. 1 392,200 5,228,026 - -------------------------------------------------------------------------------- Omnicell, Inc. 1 395,000 5,221,900 - -------------------------------------------------------------------------------- Psychiatric Solutions, Inc. 1 200,000 5,070,000 - -------------------------------------------------------------------------------- United Surgical Partners International, Inc. 1 245,200 8,422,620 - -------------------------------------------------------------------------------- VCA Antech, Inc. 1 596,900 12,314,047 - -------------------------------------------------------------------------------- Ventiv Health, Inc. 1 300,000 5,085,000 ------------- 44,863,713 - -------------------------------------------------------------------------------- PHARMACEUTICALS--5.4% Able Laboratories, Inc. 1 211,000 4,042,760 - -------------------------------------------------------------------------------- DOV Pharmaceutical, Inc. 1 501,600 8,597,424 - -------------------------------------------------------------------------------- Eon Labs, Inc. 1 319,700 6,937,490 - -------------------------------------------------------------------------------- Medicis Pharmaceutical Corp., Cl. A 225,000 8,784,000 - -------------------------------------------------------------------------------- MGI Pharma, Inc. 1 573,600 15,309,384 - -------------------------------------------------------------------------------- Salix Pharmaceuticals Ltd. 1 279,100 6,006,232 ------------- 49,677,290 - -------------------------------------------------------------------------------- INDUSTRIALS--9.9% - -------------------------------------------------------------------------------- AIR FREIGHT & LOGISTICS--0.9% EGL, Inc. 1 290,000 8,775,400 - -------------------------------------------------------------------------------- COMMERCIAL SERVICES & SUPPLIES--2.6% 51job, Inc., ADR 1 36,200 751,150 - -------------------------------------------------------------------------------- Bright Horizons Family Solutions, Inc. 1 5,000 271,450 - -------------------------------------------------------------------------------- Corinthian Colleges, Inc. 1 345,500 4,657,340 - -------------------------------------------------------------------------------- Corporate Executive Board Co. 109,600 6,711,904 - -------------------------------------------------------------------------------- Gevity HR, Inc. 191,800 2,949,884 - -------------------------------------------------------------------------------- Strayer Education, Inc. 75,000 8,625,750 ------------- 23,967,478 - -------------------------------------------------------------------------------- ELECTRICAL EQUIPMENT--0.9% Intermagnetics General Corp. 1 344,200 7,968,230 - -------------------------------------------------------------------------------- MACHINERY--1.9% Ceradyne, Inc. 1 217,050 9,530,666 - -------------------------------------------------------------------------------- Nordson Corp. 235,500 8,084,715 ------------- 17,615,381 - -------------------------------------------------------------------------------- MARINE--0.0% Ship Finance International Ltd. 15,000 301,500 - -------------------------------------------------------------------------------- ROAD & RAIL--2.7% Landstar System, Inc. 1 164,400 9,646,992 - -------------------------------------------------------------------------------- Old Dominion Freight Line, Inc. 1 288,400 8,308,804 - -------------------------------------------------------------------------------- Yellow Roadway Corp. 1 156,300 7,328,907 ------------- 25,284,703 - -------------------------------------------------------------------------------- TRADING COMPANIES & DISTRIBUTORS--0.9% MSC Industrial Direct Co., Inc., Cl. A 246,100 8,387,088 - -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY--37.8% - -------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT--5.4% ADTRAN, Inc. 334,600 7,588,728 - -------------------------------------------------------------------------------- Airspan Networks, Inc. 1 525,000 2,850,750 - -------------------------------------------------------------------------------- Andrew Corp. 1 681,600 8,342,784 - -------------------------------------------------------------------------------- Ditech Communications Corp. 1 385,300 8,626,867 21 | OPPENHEIMER DISCOVERY FUND STATEMENT OF INVESTMENTS Continued - -------------------------------------------------------------------------------- VALUE SHARES SEE NOTE 1 - -------------------------------------------------------------------------------- COMMUNICATIONS EQUIPMENT Continued F5 Networks, Inc. 1 276,900 $ 8,434,374 - -------------------------------------------------------------------------------- Polycom, Inc. 1 285,200 5,652,664 - -------------------------------------------------------------------------------- Sierra Wireless, Inc. 1 465,800 8,291,240 ------------- 49,787,407 - -------------------------------------------------------------------------------- COMPUTERS & PERIPHERALS--2.3% Advanced Digital Information Corp. 1 309,000 2,688,300 - -------------------------------------------------------------------------------- Avid Technology, Inc. 1 250,000 11,717,500 - -------------------------------------------------------------------------------- Novatel Wireless, Inc. 1 278,800 6,551,800 ------------- 20,957,600 - -------------------------------------------------------------------------------- ELECTRONIC EQUIPMENT & INSTRUMENTS--3.0% Aeroflex, Inc. 1 940,000 9,935,800 - -------------------------------------------------------------------------------- Cogent, Inc. 1 35,100 639,522 - -------------------------------------------------------------------------------- FLIR Systems, Inc. 1 250,000 14,625,000 - -------------------------------------------------------------------------------- Staktek Holdings, Inc. 1 58,800 229,320 - -------------------------------------------------------------------------------- TTM Technologies, Inc. 1 225,000 2,000,250 ------------- 27,429,892 - -------------------------------------------------------------------------------- INTERNET SOFTWARE & SERVICES--5.6% Aladdin Knowledge Systems Ltd. 1 260,800 5,842,181 - -------------------------------------------------------------------------------- Ask Jeeves, Inc. 1 238,800 7,811,148 - -------------------------------------------------------------------------------- Digitas, Inc. 1 512,600 3,962,398 - -------------------------------------------------------------------------------- eCollege.com, Inc. 1 722,900 6,975,985 - -------------------------------------------------------------------------------- Ivillage, Inc. 1 500,000 3,000,000 - -------------------------------------------------------------------------------- National Information Consortium, Inc. 1 467,200 2,504,192 - -------------------------------------------------------------------------------- Netease.com, Inc., ADR 1 156,400 5,932,252 - -------------------------------------------------------------------------------- SINA Corp. 1 167,000 4,256,830 - -------------------------------------------------------------------------------- SupportSoft, Inc. 1 712,900 6,943,646 - -------------------------------------------------------------------------------- VeriSign, Inc. 1 264,100 5,250,308 ------------- 52,478,940 - -------------------------------------------------------------------------------- IT SERVICES--3.1% Aquantive, Inc. 1 500,000 4,825,000 - -------------------------------------------------------------------------------- Cognizant Technology Solutions Corp. 1 305,200 9,311,652 - -------------------------------------------------------------------------------- Global Payments, Inc. 130,000 6,961,500 - -------------------------------------------------------------------------------- NAVTEQ Corp. 1 229,600 8,182,944 ------------- 29,281,096 - -------------------------------------------------------------------------------- OFFICE ELECTRONICS--1.6% Zebra Technologies Corp., Cl. A 1 248,100 15,136,581 - -------------------------------------------------------------------------------- SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--8.4% AMIS Holdings, Inc. 1 313,000 4,231,760 - -------------------------------------------------------------------------------- Atheros Communications, Inc. 1 28,600 291,720 - -------------------------------------------------------------------------------- ATI Technologies, Inc. 1 407,900 6,253,107 - -------------------------------------------------------------------------------- ATMI, Inc. 1 500,000 10,240,000 - -------------------------------------------------------------------------------- Exar Corp. 1 438,100 6,203,496 - -------------------------------------------------------------------------------- LTX Corp. 1 527,800 2,855,398 - -------------------------------------------------------------------------------- Marvell Technology Group Ltd. 1 426,100 11,133,993 - -------------------------------------------------------------------------------- Microsemi Corp. 1 433,800 6,116,580 - -------------------------------------------------------------------------------- ON Semiconductor Corp. 1 1,345,600 4,211,728 - -------------------------------------------------------------------------------- Silicon Laboratories, Inc. 1 159,000 5,261,310 - -------------------------------------------------------------------------------- Silicon Storage Technology, Inc. 1 656,100 4,179,357 - -------------------------------------------------------------------------------- Skyworks Solutions, Inc. 1 1,219,100 11,581,450 - -------------------------------------------------------------------------------- Zoran Corp. 1 336,300 5,286,636 ------------- 77,846,535 - -------------------------------------------------------------------------------- SOFTWARE--8.4% Activision, Inc. 1 1,080,250 14,983,068 - -------------------------------------------------------------------------------- Altiris, Inc. 1 203,100 6,428,115 - -------------------------------------------------------------------------------- Autodesk, Inc. 280,000 13,616,400 - -------------------------------------------------------------------------------- CallWave, Inc. 1 42,000 401,100 - -------------------------------------------------------------------------------- InterVoice-Brite, Inc. 1 256,600 2,763,582 - -------------------------------------------------------------------------------- Macromedia, Inc. 1 633,300 12,716,664 - -------------------------------------------------------------------------------- Macrovision Corp. 1 435,000 10,474,800 - -------------------------------------------------------------------------------- Magma Design Automation, Inc. 1 546,300 8,238,204 - -------------------------------------------------------------------------------- Mercury Interactive Corp. 1 100,000 3,488,000 - -------------------------------------------------------------------------------- Verint Systems, Inc. 1 127,400 4,693,416 ------------- 77,803,349 22 | OPPENHEIMER DISCOVERY FUND VALUE SHARES SEE NOTE 1 - ------------------------------------------------------------------------------ MATERIALS--2.9% - ------------------------------------------------------------------------------ CHEMICALS--1.2% Headwaters, Inc. 1 300,000 $ 9,258,000 - ------------------------------------------------------------------------------ Olin Corp. 79,400 1,588,000 -------------- 10,846,000 - ------------------------------------------------------------------------------ METALS & MINING--1.7% Allegheny Technologies, Inc. 175,000 3,193,750 - ------------------------------------------------------------------------------ GrafTech International Ltd. 1 470,200 6,559,290 - ------------------------------------------------------------------------------ Oregon Steel Mills, Inc. 1 386,900 6,434,147 -------------- 16,187,187 - ------------------------------------------------------------------------------ TELECOMMUNICATION SERVICES--0.0% - ------------------------------------------------------------------------------ WIRELESS TELECOMMUNICATION SERVICES--0.0% JAMDAT Mobile, Inc. 1 9,900 228,392 -------------- Total Common Stocks (Cost $747,835,516) 848,633,493 - ------------------------------------------------------------------------------ PREFERRED STOCKS--0.0% - ------------------------------------------------------------------------------ Candescent Technologies Corp.: $2.50 Cv., Series D, Vtg. 1,2 1,200,000 -- Sr. Exchangeable, Series E, Vtg. 1,2 800,000 -- Sr. Exchangeable, Series F, Vtg. 1,2 200,000 -- -------------- Total Preferred Stocks (Cost $8,900,000) -- UNITS - ------------------------------------------------------------------------------ RIGHTS, WARRANTS AND CERTIFICATES--0.0% - ------------------------------------------------------------------------------ Discovery Laboratories, Inc. Wts., Exp. 9/20/10 1,2 (Cost $0) 123,908 516,705 PRINCIPAL VALUE AMOUNT SEE NOTE 1 - ------------------------------------------------------------------------------ JOINT REPURCHASE AGREEMENTS--9.9% - ------------------------------------------------------------------------------ Undivided interest of 77.33% in joint repurchase agreement (Principal Amount/ Value $38,794,000, with a maturity value of $38,795,832) with Cantor Fitzgerald & Co./Cantor Fitzgerald Securities, 1.70%, dated 9/30/04, to be repurchased at $30,001,417 on 10/1/04, collateralized by U.S. Treasury Bills, 1/20/05, with a value of $39,586,075 $ 30,000,000 $ 30,000,000 - ------------------------------------------------------------------------------ Undivided interest of 8.43% in joint repurchase agreement (Principal Amount/ Value $729,739,000, with a maturity value of $729,775,487) with UBS Warburg LLC, 1.80%, dated 9/30/04, to be repurchased at $61,513,076 on 10/1/04, collateralized by Federal National Mortgage Assn., 5%, 3/1/34, with a value of $745,857,878 61,510,000 61,510,000 -------------- Total Joint Repurchase Agreements (Cost $91,510,000) 91,510,000 - ------------------------------------------------------------------------------ TOTAL INVESTMENTS, AT VALUE (COST $848,245,516) 101.3% 940,660,198 - ------------------------------------------------------------------------------ LIABILITIES IN EXCESS OF OTHER ASSETS (1.3) (12,507,821) ----------------------------- NET ASSETS 100.0% $ 928,152,377 ============================= FOOTNOTES TO STATEMENT OF INVESTMENTS 1. Non-income producing security. 2. Illiquid or restricted security. See Note 5 of Notes to Financial Statements. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 23 | OPPENHEIMER DISCOVERY FUND STATEMENT OF ASSETS AND LIABILITIES September 30, 2004 - --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------- ASSETS - ------------------------------------------------------------------------------------------------------- Investments, at value (cost $848,245,516)--see accompanying statement of investments $ 940,660,198 - ------------------------------------------------------------------------------------------------------- Cash 1,044,583 - ------------------------------------------------------------------------------------------------------- Receivables and other assets: Investments sold 32,299,972 Interest and dividends 360,696 Other 20,911 ---------------- Total assets 974,386,360 - ------------------------------------------------------------------------------------------------------- LIABILITIES - ------------------------------------------------------------------------------------------------------- Payables and other liabilities: Investments purchased 43,317,349 Shares of beneficial interest redeemed 1,499,011 Distribution and service plan fees 535,852 Transfer and shareholder servicing agent fees 255,136 Shareholder communications 251,411 Trustees' compensation 241,526 Other 133,698 ---------------- Total liabilities 46,233,983 - ------------------------------------------------------------------------------------------------------- NET ASSETS $ 928,152,377 ================ - ------------------------------------------------------------------------------------------------------- COMPOSITION OF NET ASSETS - ------------------------------------------------------------------------------------------------------- Par value of shares of beneficial interest $ 24,271 - ------------------------------------------------------------------------------------------------------- Additional paid-in capital 1,071,882,030 - ------------------------------------------------------------------------------------------------------- Accumulated net investment loss (232,189) - ------------------------------------------------------------------------------------------------------- Accumulated net realized loss on investments (235,936,417) - ------------------------------------------------------------------------------------------------------- Net unrealized appreciation on investments 92,414,682 ---------------- NET ASSETS $ 928,152,377 ================
24 | OPPENHEIMER DISCOVERY FUND
- --------------------------------------------------------------------------------------------------------- NET ASSET VALUE PER SHARE - --------------------------------------------------------------------------------------------------------- Class A Shares: Net asset value and redemption price per share (based on net assets of $694,975,570 and 17,860,004 shares of beneficial interest outstanding) $ 38.91 Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price) $ 41.28 - --------------------------------------------------------------------------------------------------------- Class B Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $125,946,558 and 3,598,542 shares of beneficial interest outstanding) $ 35.00 - --------------------------------------------------------------------------------------------------------- Class C Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $44,415,075 and 1,242,795 shares of beneficial interest outstanding) $ 35.74 - --------------------------------------------------------------------------------------------------------- Class N Shares: Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $9,719,261 and 252,370 shares of beneficial interest outstanding) $ 38.51 - --------------------------------------------------------------------------------------------------------- Class Y Shares: Net asset value, redemption price and offering price per share (based on net assets of $53,095,913 and 1,317,269 shares of beneficial interest outstanding) $ 40.31
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 25 | OPPENHEIMER DISCOVERY FUND STATEMENT OF OPERATIONS For the Year Ended September 30, 2004 - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------- INVESTMENT INCOME - ---------------------------------------------------------------------- Dividends $ 2,633,812 - ---------------------------------------------------------------------- Interest 329,872 --------------- Total investment income 2,963,684 - ---------------------------------------------------------------------- EXPENSES - ---------------------------------------------------------------------- Management fees 7,122,964 - ---------------------------------------------------------------------- Distribution and service plan fees: Class A 1,882,050 Class B 1,517,987 Class C 494,564 Class N 36,642 - ---------------------------------------------------------------------- Transfer and shareholder servicing agent fees: Class A 2,457,243 Class B 626,612 Class C 217,005 Class N 35,938 Class Y 157,957 - ---------------------------------------------------------------------- Shareholder communications: Class A 120,204 Class B 112,652 Class C 14,596 Class N 1,239 - ---------------------------------------------------------------------- Custodian fees and expenses 195,713 - ---------------------------------------------------------------------- Trustees' compensation 48,988 - ---------------------------------------------------------------------- Other 120,863 --------------- Total expenses 15,163,217 Less reduction to custodian expenses (4,183) Less payments and waivers of expenses (236,817) --------------- Net expenses 14,922,217 - ---------------------------------------------------------------------- NET INVESTMENT LOSS (11,958,533) 26 | OPPENHEIMER DISCOVERY FUND - ---------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) - ---------------------------------------------------------------------- Net realized gain on: Investments $ 149,343,872 Net increase from payment by affiliate 15,368 --------------- Net realized gain 149,359,240 - ---------------------------------------------------------------------- Net change in unrealized appreciation on investments (132,018,331) - ---------------------------------------------------------------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 5,382,376 =============== SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 27 | OPPENHEIMER DISCOVERY FUND STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30, 2004 2003 - --------------------------------------------------------------------------------------------- OPERATIONS - --------------------------------------------------------------------------------------------- Net investment loss $ (11,958,533) $ (8,510,499) - --------------------------------------------------------------------------------------------- Net realized gain 149,359,240 39,668,785 - --------------------------------------------------------------------------------------------- Net change in unrealized appreciation (depreciation) (132,018,331) 247,132,042 ---------------------------------- Net increase in net assets resulting from operations 5,382,376 278,290,328 - --------------------------------------------------------------------------------------------- BENEFICIAL INTEREST TRANSACTIONS - --------------------------------------------------------------------------------------------- Net increase (decrease) in net assets resulting from beneficial interest transactions: Class A (82,148,237) (6,160,217) Class B (36,314,792) (39,188,474) Class C (3,717,413) 1,553,417 Class N 5,620,874 1,104,042 Class Y (3,641,050) 4,517,889 - --------------------------------------------------------------------------------------------- NET ASSETS - --------------------------------------------------------------------------------------------- Total increase (decrease) (114,818,242) 240,116,985 - --------------------------------------------------------------------------------------------- Beginning of period 1,042,970,619 802,853,634 ---------------------------------- End of period (including accumulated net investment loss of $232,189 and $210,299, respectively) $ 928,152,377 $ 1,042,970,619 ==================================
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 28 | OPPENHEIMER DISCOVERY FUND FINANCIAL HIGHLIGHTS - --------------------------------------------------------------------------------
CLASS A YEAR ENDED SEPTEMBER 30, 2004 2003 2002 2001 2000 - --------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - --------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 38.81 $ 28.24 $ 33.08 $ 66.77 $ 43.26 - --------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.37) (.26) (.22) (.19) (.32) Net realized and unrealized gain (loss) .47 10.83 (4.62) (20.66) 26.72 ------------------------------------------------------------- Total from investment operations .10 10.57 (4.84) (20.85) 26.40 - --------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Distributions from net realized gain -- -- -- (12.84) (2.89) - --------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 38.91 $ 38.81 $ 28.24 $ 33.08 $ 66.77 ============================================================= - --------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 0.26% 37.43% (14.63)% (37.01)% 62.15% - --------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 694,976 $ 772,420 $ 572,843 $ 754,082 $ 1,286,298 - --------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 775,665 $ 639,170 $ 753,304 $ 988,717 $ 1,176,289 - --------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.00)% (0.83)% (0.74)% (0.31)% (0.47)% Total expenses 1.29% 1.41% 1.45% 1.25% 1.15% Expenses after payments and waivers and reduction to custodian expenses 1.28% 1.35% 1.42% N/A 3 N/A 3 - --------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 135% 172% 143% 155% 224%
1. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 2. Annualized for periods of less than one full year. 3. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 29 | OPPENHEIMER DISCOVERY FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
CLASS B YEAR ENDED SEPTEMBER 30, 2004 2003 2002 2001 2000 - --------------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - --------------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 35.21 $ 25.81 $ 30.46 $ 62.99 $ 41.22 - --------------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (1.50) (1.09) (.91) (.29) (.47) Net realized and unrealized gain (loss) 1.29 10.49 (3.74) (19.40) 25.13 ------------------------------------------------------------- Total from investment operations (.21) 9.40 (4.65) (19.69) 24.66 - --------------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Distributions from net realized gain -- -- -- (12.84) (2.89) - --------------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 35.00 $ 35.21 $ 25.81 $ 30.46 $ 62.99 ============================================================= - --------------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 (0.60)% 36.42% (15.27)% (37.48)% 60.95% - --------------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 125,947 $ 160,851 $ 154,657 $ 234,023 $ 423,689 - --------------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 151,725 $ 148,410 $ 223,215 $ 315,607 $ 371,643 - --------------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.85)% (1.56)% (1.50)% (1.07)% (1.22)% Total expenses 2.20% 2.35% 2.21% 2.01% 1.90% Expenses after payments and waivers and reduction to custodian expenses 2.13% 2.10% 2.18% N/A 3 N/A 3 - --------------------------------------------------------------------------------------------------------------- Portfolio turnover rate 135% 172% 143% 155% 224%
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. 30 | OPPENHEIMER DISCOVERY FUND
CLASS C YEAR ENDED SEPTEMBER 30, 2004 2003 2002 2001 2000 - -------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - -------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 35.93 $ 26.34 $ 31.10 $ 64.00 $ 41.85 - -------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.82) (.44) (.59) (.24) (.24) Net realized and unrealized gain (loss) .63 10.03 (4.17) (19.82) 25.28 ------------------------------------------------------ Total from investment operations (.19) 9.59 (4.76) (20.06) 25.04 - -------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Distributions from net realized gain -- -- -- (12.84) (2.89) - -------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 35.74 $ 35.93 $ 26.34 $ 31.10 $ 64.00 ====================================================== - -------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 (0.53)% 36.41% (15.31)% (37.47)% 60.95% - -------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - -------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 44,415 $ 48,263 $ 34,673 $ 44,404 $ 70,140 - -------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 49,464 $ 38,930 $ 45,655 $ 56,301 $ 55,205 - -------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (1.80)% (1.58)% (1.50)% (1.07)% (1.20)% Total expenses 2.19% 2.38% 2.21% 2.01% 1.90% Expenses after payments and waivers and reduction to custodian expenses 2.09% 2.12% 2.18% N/A 3 N/A 3 - -------------------------------------------------------------------------------------------------------- Portfolio turnover rate 135% 172% 143% 155% 224%
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. 31 | OPPENHEIMER DISCOVERY FUND FINANCIAL HIGHLIGHTS Continued - --------------------------------------------------------------------------------
CLASS N YEAR ENDED SEPTEMBER 30, 2004 2003 2002 2001 1 - ------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - ------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 38.53 $ 28.11 $ 33.01 $ 39.11 - ------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.42) (.35) (.30) (.13) Net realized and unrealized gain (loss) .40 10.77 (4.60) (5.97) ----------------------------------------- Total from investment operations (.02) 10.42 (4.90) (6.10) - ------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Distributions from net realized gain -- -- -- -- - ------------------------------------------------------------------------------------------- Net asset value, end of period $ 38.51 $ 38.53 $ 28.11 $ 33.01 ========================================= - ------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 2 (0.05)% 37.07% (14.84)% (15.60)% - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - ------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 9,719 $ 4,363 $ 2,236 $ 147 - ------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 7,381 $ 3,088 $ 1,786 $ 105 - ------------------------------------------------------------------------------------------- Ratios to average net assets: 3 Net investment loss (1.26)% (1.13)% (0.97)% (0.93)% Total expenses 1.72% 2.12% 1.68% 1.55% Expenses after payments and waivers and reduction to custodian expenses 1.58% 1.65% 1.65% N/A 4 - ------------------------------------------------------------------------------------------- Portfolio turnover rate 135% 172% 143% 155%
1. For the period from March 1, 2001 (inception of offering) to September 30, 2001. 2. Assumes an investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods of less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. 3. Annualized for periods of less than one full year. 4. Reduction to custodian expenses less than 0.01%. SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS. 32 | OPPENHEIMER DISCOVERY FUND
CLASS Y YEAR ENDED SEPTEMBER 30, 2004 2003 2002 2001 2000 - --------------------------------------------------------------------------------------------------------- PER SHARE OPERATING DATA - --------------------------------------------------------------------------------------------------------- Net asset value, beginning of period $ 40.07 $ 29.08 $ 33.96 $ 68.06 $ 43.92 - --------------------------------------------------------------------------------------------------------- Income (loss) from investment operations: Net investment loss (.21) (.26) (.06) (.17) (.30) Net realized and unrealized gain (loss) .45 11.25 (4.82) (21.09) 27.33 ------------------------------------------------------- Total from investment operations .24 10.99 (4.88) (21.26) 27.03 - --------------------------------------------------------------------------------------------------------- Dividends and/or distributions to shareholders: Distributions from net realized gain -- -- -- (12.84) (2.89) - --------------------------------------------------------------------------------------------------------- Net asset value, end of period $ 40.31 $ 40.07 $ 29.08 $ 33.96 $ 68.06 ======================================================= - --------------------------------------------------------------------------------------------------------- TOTAL RETURN, AT NET ASSET VALUE 1 0.60% 37.79% (14.37)% (36.88)% 62.68% - --------------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------- RATIOS/SUPPLEMENTAL DATA - --------------------------------------------------------------------------------------------------------- Net assets, end of period (in thousands) $ 53,096 $ 57,074 $ 38,444 $ 50,125 $ 87,131 - --------------------------------------------------------------------------------------------------------- Average net assets (in thousands) $ 61,766 $ 43,531 $ 50,275 $ 64,264 $ 76,635 - --------------------------------------------------------------------------------------------------------- Ratios to average net assets: 2 Net investment loss (0.67)% (0.57)% (0.43)% (0.13)% (0.11)% Total expenses 0.95% 1.16% 1.26% 1.14% 0.80% Expenses after payments and waivers and reduction to custodian expenses N/A 3 1.10% 1.11% 1.06% N/A 3 - --------------------------------------------------------------------------------------------------------- Portfolio turnover rate 135% 172% 143% 155% 224%
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. 33 | OPPENHEIMER DISCOVERY FUND NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Oppenheimer Discovery Fund (the Fund) is registered under the Investment Company Act of 1940, as amended, as an open-end management investment company. The Fund's investment objective is to seek capital appreciation. The Fund's investment advisor is OppenheimerFunds, Inc. (the Manager). The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors without either a front-end sales charge or a CDSC, however, the institutional investor may impose charges on those accounts. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N have separate distribution and/or service plans. No such plan has been adopted for Class Y shares. Class B shares will automatically convert to Class A shares six years after the date of purchase. The Fund assesses a 2% fee on the proceeds of fund shares that are redeemed (either by selling or exchanging to another Oppenheimer fund) within 30 days of their purchase. The fee, which is retained by the Fund, is accounted for as an addition to paid-in capital. The following is a summary of significant accounting policies consistently followed by the Fund. - -------------------------------------------------------------------------------- SECURITIES VALUATION. The Fund calculates the net asset value of its shares as of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for business. Securities listed or traded on National Stock Exchanges or other domestic or foreign exchanges are valued based on the last sale price of the security traded on that exchange prior to the time when the Fund's assets are valued. Securities traded on NASDAQ are valued based on the closing price provided by NASDAQ prior to the time when the Fund's assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the closing bid and asked prices, and if not, at the closing bid price. Corporate, government and municipal debt instruments having a remaining maturity in excess of 60 days and all mortgage-backed securities will be valued at the mean between the "bid" and "asked" prices. Securities may be valued primarily using dealer-supplied valuations or a portfolio pricing service authorized by the Board of Trustees. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value. Foreign and domestic securities whose values have been materially affected by what the Manager identifies as a significant event occurring before the Fund's 34 | OPPENHEIMER DISCOVERY FUND assets are valued but after the close of their respective exchanges will be fair valued. Fair value is determined in good faith using consistently applied procedures under the supervision of the Board of Trustees. Short-term "money market type" debt securities with remaining 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. These balances are invested in one or more repurchase agreements. Securities pledged as collateral for repurchase agreements are held by a custodian bank until the agreements mature. Each agreement requires that the market value of the collateral be sufficient to cover payments of interest and principal. In the event of default by the other party to the agreement, retention of the collateral may be subject to legal proceedings. - -------------------------------------------------------------------------------- ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class. - -------------------------------------------------------------------------------- FEDERAL TAXES. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders, therefore, no federal income or excise tax provision is required. The tax components of capital shown in the table below represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes. NET UNREALIZED APPRECIATION BASED ON COST OF SECURITIES AND UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME INCOME GAIN CARRYFORWARD 1,2,3 TAX PURPOSES ------------------------------------------------------------------------ $ -- $ -- $ 233,832,285 $ 90,310,551 1. As of September 30, 2004, the Fund had $233,832,285 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of September 30, 2004, details of the capital loss carryforwards were as follows: 35 | OPPENHEIMER DISCOVERY FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. SIGNIFICANT ACCOUNTING POLICIES Continued EXPIRING ------------------------ 2010 $ 125,100,589 2011 108,731,696 ------------- Total $ 233,832,285 ============= 2. During the fiscal year ended September 30, 2004, the Fund utilized $145,584,050 of capital loss carryforward to offset capital gains realized in that fiscal year. 3. During the fiscal year ended September 30, 2003, the Fund did not utilize any capital loss carryforward. Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund. Accordingly, the following amounts have been reclassified for September 30, 2004. Net assets of the Fund were unaffected by the reclassifications. INCREASE TO REDUCTION TO ACCUMULATED NET REDUCTION TO ACCUMULATED NET REALIZED LOSS PAID-IN CAPITAL INVESTMENT LOSS ON INVESTMENTS --------------------------------------------------- $ 9,708,466 $ 11,936,643 $ 2,228,177 No distributions were paid during the years ended September 30, 2004 and September 30, 2003. The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of September 30, 2004 are noted below. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss. Federal tax cost of securities $ 850,349,647 ============== Gross unrealized appreciation $ 164,867,970 Gross unrealized depreciation (74,557,419) -------------- Net unrealized appreciation $ 90,310,551 ============== - -------------------------------------------------------------------------------- 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 September 30, 2004, the Fund's projected benefit obligations were increased by $19,050 and payments of $16,116 were made to retired trustees, resulting in an accumulated liability of $215,389 as of September 30, 2004. 36 | OPPENHEIMER DISCOVERY FUND The Board of Trustees has adopted a deferred compensation plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of "Other" within the asset section of the Statement of Assets and Liabilities. Deferral of trustees' fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund's assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance to the Plan. - -------------------------------------------------------------------------------- DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually. - -------------------------------------------------------------------------------- INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income, which includes accretion of discount and amortization of premium, is accrued as earned. - -------------------------------------------------------------------------------- EXPENSE OFFSET ARRANGEMENT. The reduction of custodian fees, if applicable, represents earnings on cash balances maintained by the Fund. - -------------------------------------------------------------------------------- SECURITY TRANSACTIONS. Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost. - -------------------------------------------------------------------------------- OTHER. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. 37 | OPPENHEIMER DISCOVERY FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 SEPTEMBER 30, 2004 YEAR ENDED SEPTEMBER 30, 2003 SHARES AMOUNT SHARES AMOUNT - ---------------------------------------------------------------------------------------- CLASS A Sold 3,492,410 $ 146,291,015 10,030,343 $ 315,000,736 Redeemed (5,532,857) (228,439,252) (10,414,246) (321,160,953) ------------------------------------------------------------ Net decrease (2,040,447) $ (82,148,237) (383,903) $ (6,160,217) ============================================================ - ---------------------------------------------------------------------------------------- CLASS B Sold 710,554 $ 26,834,728 970,285 $ 29,163,211 Redeemed (1,680,893) (63,149,520) (2,394,220) (68,351,685) ------------------------------------------------------------ Net decrease (970,339) $ (36,314,792) (1,423,935) $ (39,188,474) ============================================================ - ---------------------------------------------------------------------------------------- CLASS C Sold 305,902 $ 11,770,243 553,181 $ 17,200,866 Redeemed (406,203) (15,487,656) (526,300) (15,647,449) ------------------------------------------------------------ Net increase (decrease) (100,301) $ (3,717,413) 26,881 $ 1,553,417 ============================================================ - ---------------------------------------------------------------------------------------- CLASS N Sold 189,761 $ 7,714,906 60,881 $ 2,008,924 Redeemed (50,634) (2,094,032) (27,175) (904,882) ------------------------------------------------------------ Net increase 139,127 $ 5,620,874 33,706 $ 1,104,042 ============================================================ - ---------------------------------------------------------------------------------------- CLASS Y Sold 765,415 $ 33,587,932 613,815 $ 21,921,802 Redeemed (872,384) (37,228,982) (511,507) (17,403,913) ------------------------------------------------------------ Net increase (decrease) (106,969) $ (3,641,050) 102,308 $ 4,517,889 ============================================================
- -------------------------------------------------------------------------------- 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 September 30, 2004, were $1,382,738,730 and $1,579,919,751, 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, 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, and 0.58% of average annual net assets in excess of $1.5 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 38 | OPPENHEIMER DISCOVERY FUND account fee. For the year ended September 30, 2004, the Fund paid $3,363,495 to OFS for services to the Fund. Additionally, Class Y shares are subject to minimum fees of $10,000 for assets of $10 million or more. The Class Y shares are subject to the minimum fees in the event that the per account fee does not equal or exceed the applicable minimum fees. OFS may voluntarily waive the minimum fees. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Fund's principal underwriter in the continuous public offering of the Fund's classes of shares. - -------------------------------------------------------------------------------- SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for Class A shares. It reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions quarterly for providing personal services and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent years. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund has adopted Distribution and Service Plans for Class B, Class C and Class N shares to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% per year on Class B and Class C shares and 0.25% per year on Class N shares. The Distributor also receives a service fee of up to 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. The Distributor's aggregate uncompensated expenses under the plan at September 30, 2004 for Class B, Class C and Class N shares were $4,658,256, $1,178,183 and $113,192, respectively. Fees incurred by the Fund under the plans are detailed in the Statement of Operations. - -------------------------------------------------------------------------------- SALES CHARGES. Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the table below for the period indicated. 39 | OPPENHEIMER DISCOVERY FUND NOTES TO FINANCIAL STATEMENTS Continued - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
CLASS A CLASS B CLASS C CLASS N CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR - ------------------------------------------------------------------------------------------------- September 30, 2004 $ 284,911 $ 7,297 $ 298,921 $ 11,964 $ 3,243
- -------------------------------------------------------------------------------- PAYMENTS AND WAIVERS OF EXPENSES. Following a review of its use of brokerage commissions for sales that is permitted under its investment advisory agreement, the Fund's Manager terminated that practice in July 2003. Subsequently, the Manager paid the Fund $15,368, an amount equivalent to certain of such commissions incurred in prior years. OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class. During the year ended September 30, 2004, OFS waived $58,858, $118,521, $48,971 and $10,467 for Class A, Class B, Class C and Class N shares, respectively. This undertaking may be amended or withdrawn at any time. - -------------------------------------------------------------------------------- 5. ILLIQUID OR RESTRICTED SECURITIES As of September 30, 2004, investments in securities included issues that are illiquid or restricted. Restricted securities are purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and are valued under methods approved by the Board of Trustees as reflecting fair value. A security may also be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Fund will not invest more than 10% of its net assets (determined at the time of purchase and reviewed periodically) in illiquid or restricted securities. Certain restricted securities, eligible for resale to qualified institutional investors, are not subject to that limitation. The aggregate value of illiquid or restricted securities subject to this limitation as of September 30, 2004 was $516,705, which represents 0.06% of the Fund's net assets, all of which is considered restricted. Information concerning restricted securities is as follows:
VALUATION AS OF UNREALIZED ACQUISITION SEPTEMBER 30, APPRECIATION SECURITY DATES COST 2004 (DEPRECIATION) - --------------------------------------------------------------------------------------------------- STOCKS AND/OR WARRANTS Candescent Technologies Corp., $2.50 Cv., Series D, Vtg. 3/31/95 $ 3,000,000 $ -- $ (3,000,000) Candescent Technologies Corp., Sr. Exchangeable, Series E, Vtg. 4/24/96 4,400,000 -- (4,400,000) Candescent Technologies Corp., Sr. Exchangeable, Series F, Vtg. 6/11/97 1,500,000 -- (1,500,000) Discovery Laboratories, Inc. Wts., Exp. 9/20/10 6/24/03 -- 516,705 516,705
40 | OPPENHEIMER DISCOVERY FUND - -------------------------------------------------------------------------------- 6. LITIGATION Six complaints have been filed as putative derivative and class actions against the Manager, OFS and the Distributor (collectively, "OppenheimerFunds"), as well as 51 of the Oppenheimer funds (collectively, the "Funds") including this Fund, and nine Directors/ Trustees of certain of the Funds (collectively, the "Directors/Trustees"). The complaints allege that the Manager charged excessive fees for distribution and other costs, improperly used assets of the Funds in the form of directed brokerage commissions and 12b-1 fees to pay brokers to promote sales of the Funds, and failed to properly disclose the use of Fund assets to make those payments in violation of the Investment Company Act of 1940 and the Investment Advisers Act of 1940. The complaints further allege that by permitting and/or participating in those actions, the Directors/Trustees breached their fiduciary duties to Fund shareholders under the Investment Company Act of 1940 and at common law. By order dated October 27, 2004, these six actions, and future related actions, were consolidated by the U.S. District Court for the Southern District of New York into a single consolidated proceeding in contemplation of the filing of a superceding consolidated and amended complaint. OppenheimerFunds believes that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them, the Funds or the Directors/Trustees and that no estimate can yet be made with any degree of certainty as to the amount or range of any potential loss. However, OppenheimerFunds, the Funds and the Directors/Trustees believe that the allegations contained in the complaints are without merit and intend to defend these lawsuits vigorously. 41 | OPPENHEIMER DISCOVERY FUND REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER DISCOVERY FUND: We have audited the accompanying statement of assets and liabilities of Oppenheimer Discovery Fund, including the statement of investments, as of September 30, 2004, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2004, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Discovery Fund as of September 30, 2004, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles. KPMG LLP Denver, Colorado October 21, 2004 42 | OPPENHEIMER DISCOVERY FUND FEDERAL INCOME TAX INFORMATION Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- In early 2005, if applicable, shareholders of record will receive information regarding all dividends and distributions paid to them by the Fund during calendar year 2004. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service. The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance. PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities ("portfolio proxies") held by the Fund. A description of the Fund's Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, (ii) on the Fund's website at www.oppenheimerfunds.com, and (iii) on the SEC's website at www.sec.gov. In addition, the Fund is required to file new Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund's Form N-PX filing is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.525.7048, and (ii) on the SEC's website at www.sec.gov. The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund's Form N-Q filings are available on the SEC's website at www.sec.gov. Those forms may be reviewed and copied at the SEC's Public Reference Room in Washington D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. 43 | OPPENHEIMER DISCOVERY 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, TRUSTEES CENTENNIAL, 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 June 1993) Hogan & Hartson (a law firm); a director (since Chairman of the Board of 2002) of Danielson Holding Corp. Formerly a director of Weyerhaeuser Corp. Trustees (since 2003); (1999-April 2004), Caterpillar, Inc. (1993-December 2002), ConAgra Foods Trustee (since 1993) (1993-2001), Texas Instruments (1993-2001) and FMC Corporation (1993-2001). Age: 73 Oversees 25 portfolios in the OppenheimerFunds complex. ROBERT G. GALLI, A trustee or director of other Oppenheimer funds. Oversees 35 portfolios in Trustee (since 1993) the OppenheimerFunds complex. Age: 71 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: 66 Academy, a Senior Advisor (since 2001) of The Andrew W. Mellon Foundation. A member of: the National Academy of Sciences (since 1979), American Academy of Arts and Sciences (since 1995), American Philosophical Society (since 1996) and Council on Foreign Relations (since 2002). Formerly a director of Bankers Trust New York Corporation (1994-1999). Oversees 25 portfolios in the OppenheimerFunds complex. MARY F. MILLER, Formerly a Senior Vice President and General Auditor, American Express Company Trustee (since 2004) (July 1998-February 2003). Member of Trustees of the American Symphony Age: 61 Orchestra (October 1998 to present). Oversees 14 portfolios in the OppenheimerFunds complex. JOEL W. MOTLEY, Director (since January 2002) Columbia Equity Financial Corp. (privately-held Trustee (since 2002) financial adviser); Managing Director (since January 2002) Carmona Motley, Age: 52 Inc. (privately-held financial adviser). Formerly a Managing Director of Carmona Motley Hoffman Inc. (privately-held financial adviser) (January 1998-December 2001). Oversees 25 portfolios in the OppenheimerFunds complex. KENNETH A. RANDALL, A director (since February 1972) of Dominion Resources, Inc. (electric utility Trustee (since 1985) holding company); formerly a director of Prime Retail, Inc. (real estate Age: 77 investment trust) and Dominion Energy, Inc. (electric power and oil & gas producer), President and Chief Executive Officer of The Conference Board, Inc. (international economic and business research) and a director of Lumbermens Mutual Casualty Company, American Motorists Insurance Company and American Manufacturers Mutual Insurance Company. Oversees 25 portfolios in the OppenheimerFunds complex. EDWARD V. REGAN, President, Baruch College, CUNY; a director of RBAsset (real estate manager); Trustee (since 1993) a director of OffitBank; formerly Trustee, Financial Accounting Foundation Age: 74 (FASB and GASB), Senior Fellow of Jerome Levy Economics Institute, Bard College, Chairman of Municipal Assistance Corporation for the City of New York, New York State Comptroller and Trustee of New York State and Local Retirement Fund. Oversees 25 investment companies in the OppenheimerFunds complex.
44 | OPPENHEIMER DISCOVERY FUND 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 Age: 72 International House (non-profit educational organization); a former trustee of The Historical Society of the Town of Greenwich. Oversees 25 portfolios in the OppenheimerFunds complex. DONALD W. SPIRO, * Chairman Emeritus (since January 1991) of the Manager. Formerly a director Vice Chairman of the (January 1969-August 1999) of the Manager. Oversees 25 portfolios in the Board of Trustees, Trustee OppenheimerFunds complex. (since 1985) Age: 78 * Mr. Spiro is expected to retire as Trustee of the Board I Funds effective October 31, 2004. - ----------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEE THE ADDRESS OF MR. MURPHY IN THE CHART BELOW IS TWO WORLD FINANCIAL CENTER, AND OFFICER 225 LIBERTY STREET, 11TH FLOOR, NEW YORK, NY 10281-1008. MR. MURPHY SERVES FOR AN INDEFINITE TERM, UNTIL HIS RESIGNATION, DEATH OR REMOVAL. JOHN V. MURPHY, Chairman, Chief Executive Officer and director (since June 2001) and President President and Trustee (since September 2000) of the Manager; President and a director or trustee of (since 2001) other Oppenheimer funds; President and a director (since July 2001) of Age: 55 Oppenheimer Acquisition Corp. (the Manager's parent holding company) and of Oppenheimer Partnership Holdings, Inc. (a holding company subsidiary of the Manager); a director (since November 2001) of OppenheimerFunds Distributor, Inc. (a subsidiary of the Manager); Chairman and a director (since July 2001) of Shareholder Services, Inc. and of Shareholder Financial Services, Inc. (transfer agent subsidiaries of the Manager); President and a director (since July 2001) of OppenheimerFunds Legacy Program (a charitable trust program established by the Manager); a director of the following investment advisory subsidiaries of the Manager: OFI Institutional Asset Management, Inc., Centennial Asset Management Corporation, Trinity Investment Management Corporation and Tremont Capital Management, Inc. (since November 2001), HarbourView Asset Management Corporation and OFI Private Investments, Inc. (since July 2001); President (since November 1, 2001) and a director (since July 2001) of Oppenheimer Real Asset Management, Inc.; Executive Vice President (since February 1997) of Massachusetts Mutual Life Insurance Company (the Manager's parent company); a director (since June 1995) of DLB Acquisition Corporation (a holding company that owns the shares of Babson Capital Management LLC); a member of the Investment Company Institute's Board of Governors (elected to serve from October 3, 2003 through September 30, 2006). Formerly, Chief Operating Officer (September 2000-June 2001) of the Manager; President and trustee (November 1999-November 2001) of MML Series Investment Fund and MassMutual Institutional Funds (open-end investment companies); a director (September 1999-August 2000) of C.M. Life Insurance Company; President, Chief Executive Officer and director (September 1999-August 2000) of MML Bay State Life Insurance Company; a director (June 1989-June 1998) of Emerald Isle Bancorp and Hibernia Savings Bank (a wholly-owned subsidiary of Emerald Isle Bancorp). Oversees 74 portfolios as Trustee/Director and 10 portfolios as Officer in the OppenheimerFunds complex.
45 | OPPENHEIMER DISCOVERY FUND TRUSTEES AND OFFICERS Unaudited / Continued - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- OFFICERS THE ADDRESS OF THE OFFICERS IN THE CHART BELOW IS AS FOLLOWS: FOR MS. GRANGER AND MR. ZACK, TWO WORLD FINANCIAL CENTER, 225 LIBERTY STREET, 11TH FLOOR, NEW YORK, NY 10281-1008, AND FOR MR. WIXTED AND MR. VANDEHEY, 6803 S. TUCSON WAY, CENTENNIAL, CO 80112-3924. EACH OFFICER SERVES FOR AN INDEFINITE TERM OR UNTIL HIS OR HER EARLIER RESIGNATION, DEATH OR REMOVAL. LAURA GRANGER, Vice President of the Manager since October 2000; an officer of 3 portfolios Vice President and Portfolio in the OppenheimerFunds complex. Formerly a portfolio manager at Fortis Manager (since 2003) Advisors (July 1998-October 2000). Age: 43 BRIAN W. WIXTED, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer (since 1999) Treasurer of HarbourView Asset Management Corporation, Shareholder Financial Age: 45 Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and Oppenheimer Partnership Holdings, Inc. (since March 1999), of OFI Private Investments, Inc. (since March 2000), of OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), of OFI Institutional Asset Management, Inc. (since November 2000), and of OppenheimerFunds Legacy Program (a Colorado non-profit corporation) (since June 2003); Treasurer and Chief Financial Officer (since May 2000) of OFI Trust Company (a trust company subsidiary of the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. Formerly Assistant Treasurer of Centennial Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program (April 2000-June 2003); Principal and Chief Operating Officer (March 1995-March 1999) at Bankers Trust Company-Mutual Fund Services Division. An officer of 84 portfolios in the OppenheimerFunds complex. ROBERT G. ZACK, Executive Vice President (since January 2004) and General Counsel (since Secretary (since 2001) February 2002) of the Manager; General Counsel and a director (since November Age: 56 2001) of the Distributor; General Counsel (since November 2001) of Centennial Asset Management Corporation; Senior Vice President and General Counsel (since November 2001) of HarbourView Asset Management Corporation; Secretary and General Counsel (since November 2001) of Oppenheimer Acquisition Corp.; Assistant Secretary and a director (since October 1997) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and a director (since November 2001) of Oppenheimer Partnership Holdings, Inc.; a director (since November 2001) of Oppenheimer Real Asset Management, Inc.; Senior Vice President, General Counsel and a director (since November 2001) of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments, Inc. and OFI Trust Company; Vice President (since November 2001) of OppenheimerFunds Legacy Program; Senior Vice President and General Counsel (since November 2001) of OFI Institutional Asset Management, Inc.; a director (since June 2003) of OppenheimerFunds (Asia) Limited. Formerly Senior Vice President (May 1985-December 2003), Acting General Counsel (November 2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November 2001); and OppenheimerFunds International Ltd. (October 1997-November 2001). An officer of 84 portfolios in the OppenheimerFunds complex.
46 | OPPENHEIMER DISCOVERY FUND MARK S. VANDEHEY, Senior Vice President and Chief Compliance Officer (since March 2004) of the Vice President and Manager; Vice President (since June 1983) of OppenheimerFunds Distributor, Chief Compliance Officer Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since 2004) Formerly (until February 2004) Vice President and Director of Internal Audit Age: 54 of OppenheimerFunds, Inc. An officer of 84 portfolios in the Oppenheimer funds complex.
THE FUND'S STATEMENT OF ADDITIONAL INFORMATION CONTAINS ADDITIONAL INFORMATION ABOUT THE FUND'S TRUSTEES AND IS AVAILABLE WITHOUT CHARGE UPON REQUEST, BY CALLING 1.800.525.7048. 47 | OPPENHEIMER DISCOVERY FUND ITEM 2. CODE OF ETHICS The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT The Board of Trustees of the registrant has determined that 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 (a) Audit Fees The principal accountant for the audit of the registrant's annual financial statements billed $33,000 in fiscal 2004 and $28,000 in fiscal 2003. (b) Audit-Related Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $44,500 in fiscal 2004 and no such fees in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews and consultation concerning financial accounting and reporting standards. (c) Tax Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees to the registrant during the last two fiscal years. The principal accountant for the audit of the registrant's annual financial statements billed $6,000 in fiscal 2004 and $5,000 in fiscal 2003 to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include, among others: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities. (d) All Other Fees The principal accountant for the audit of the registrant's annual financial statements billed no such fees in fiscal 2004 and $208 in fiscal 2003. The principal accountant for the audit of the registrant's annual financial statements billed no such fees during the last two fiscal years to the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. Such fees would include consultations regarding the registrant's retirement plan with respect to its directors. (e) (1) During its regularly scheduled periodic meetings, the registrant's audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant. The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting. Pre-approval of non-audit services is waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to it principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit. (2) 100% (f) Not applicable as less than 50%. (g) The principal accountant for the audit of the registrant's annual financial statements billed $50,500 in fiscal 2004 and $5,208 in fiscal 2003 to the registrant and the registrant's investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934. (h) The registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal account's independence. No such services were rendered. ITEM 5. NOT APPLICABLE ITEM 6. SCHEDULE OF INVESTMENTS Not applicable ITEM 7. NOT APPLICABLE ITEM 8. NOT APPLICABLE ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At a meeting of the Board of Trustees of the registrant held on February 18, 2004, the Board adopted (1) a policy that, should the Board determine that a vacancy exists or is likely to exist on the Board, the Governance Committee of the Board, which is comprised entirely of independent trustees, shall consider any candidates for Board membership recommended by the registrant's security holders and (2) a policy that security holders wishing to submit a nominee for election to the Board may do so by mailing their submission to the offices of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street - 11th Floor, New York, NY 10281-1008, to the attention of the Chair of the Governance Committee. Prior to February 18, 2004, the Board did not have a formalized policy with respect to consideration of security holder nominees or a procedure by which security holders may make their submissions. In addition to security holder nominees, the Governance Committee may also consider nominees recommended by independent Board members or recommended by any other Board members and is authorized under its Charter, upon Board approval, to retain an executive search firm to assist in screening potential candidates. Upon Board approval, the Governance Committee may also obtain legal, financial, or other external counsel that may be necessary or desirable in the screening process. ITEM 10. CONTROLS AND PROCEDURES (a) Based on their evaluation of registrant's disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940 (17 CFR 270.30a-2(c)) as of September 30, 2004, registrant's principal executive officer and principal financial officer found registrant's disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant's management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission. (b) There have been no significant changes in registrant's internal controls over financial reporting that occurred during the registrant's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (A) EXHIBIT ATTACHED HERETO. (ATTACH CODE OF ETHICS AS EXHIBIT)(NOT APPLICABLE TO SEMIANNUAL REPORTS) (B) EXHIBITS ATTACHED HERETO. (ATTACH CERTIFICATIONS AS EXHIBITS) EX-99.CODE ETH 2 ra500_11826ex99code-eth.txt RA500_11826EX99CODE-ETH.TXT EX-99.CODE ETH CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS OF THE OPPENHEIMER FUNDS AND OF OPPENHEIMERFUNDS, INC. This Code of Ethics for Principal Executive and Senior Financial Officers (referred to in this document as the "Code") has been adopted by each of the investment companies for which OppenheimerFunds, Inc. or one of its subsidiaries or affiliates (referred to collectively in this document as "OFI") acts as investment adviser (individually, a "Fund" and collectively, the "Funds"), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406. This Code applies to each Fund's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ("Covered Officers"). A listing of positions currently within the ambit of Covered Officers is attached as EXHIBIT A. 1 1. PURPOSE OF THE CODE This Code sets forth standards and procedures that are reasonably designed to deter wrongdoing and promote: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely, and understandable disclosure in reports and documents that a Fund files with, or submits to, the U.S. Securities and Exchange Commission ("SEC") and in other public communications made by the Fund; o compliance with applicable governmental laws, rules and regulations; o the prompt internal reporting of violations of this Code to the Code Administrator identified below; and o accountability for adherence to this Code. In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund's financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds' business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. - ---------- 1. The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by the Oppenheimer Funds dated May 15, 2002, under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code. It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI's fiduciary duties to each Fund, the Covered Officers will, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds. 2. PROHIBITIONS The specific provisions and reporting requirements of this Code are concerned primarily with promoting honest and ethical conduct and avoiding conflicts of interest in personal and professional relationships. No Covered Officer may use information concerning the business and affairs of a Fund, including the investment intentions of a Fund, or use his or her ability to influence such investment intentions, for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the interests of a Fund or its shareholders. No Covered Officer may use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund and its shareholders. No Covered Officer shall intentionally for any reason take any action or fail to take any action in connection with his or her official acts on behalf of a Fund that causes the Fund to violate applicable laws, rules and regulations. No Covered Officer shall, in connection with carrying out his or her official duties and responsibilities on behalf of a Fund: (i) employ any device, scheme or artifice to defraud a Fund or its shareholders; (ii) intentionally cause a Fund to make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading in its official documents, regulatory filings, financial statements or communications to the public; (iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Fund or its shareholders; (iv) engage in any manipulative practice with respect to any Fund; (v) use his or her personal influence or personal relationships to influence any business decision, investment decisions, or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund or its shareholders; (vi) intentionally cause a Fund to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that a Fund files with, or submits to, the SEC and in other public communications made by the Fund; (vii) intentionally mislead or omit to provide material information to the Fund's independent auditors or to the Board of Trustees/Directors or the officers of the Fund or its investment adviser in connection with financial reporting matters; (viii) fail to notify the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser promptly if he or she becomes aware of any existing or potential violations of this Code or applicable laws; (ix) retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code; or (x) fails to acknowledge or certify compliance with this Code if requested to do so. 3. REPORTS OF CONFLICTS OF INTERESTS If a Covered Officer becomes aware of a conflict of interest under this Code or, to the Covered Officer's reasonable belief, the appearance of one, he or she must immediately report the matter to the Code's Administrator. If the Code Administrator is involved or believed to be involved in the conflict of interest or appearance of conflict of interest, the Covered Officer shall report the matter directly to the OFI's Chief Executive Officer. Upon receipt of a report of a conflict, the Code Administrator will take prompt steps to determine whether a conflict of interest exists. If the Code Administrator determines that an actual conflict of interest exists, the Code Administrator will take steps to resolve the conflict. If the Code Administrator determines that the appearance of a conflict exists, the Code Administrator will take appropriate steps to remedy such appearance. If the Code Administrator determines that no conflict or appearance of a conflict exists, the Code Administrator shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the Code Administrator may in his or her discretion refer the matter to the Fund's Board of Trustees/Directors. 4. WAIVERS Any Covered Officer requesting a waiver of any of the provisions of this Code must submit a written request for such waiver to the Code Administrator, setting forth the basis of such request and all necessary facts upon which such request can be evaluated. The Code Administrator shall review such request and make a written determination thereon, which shall be binding. The Code Administrator may in reviewing such request, consult at his discretion with legal counsel to OFI or to the Fund. In determining whether to waive any of the provisions of this Code, the Code Administrator shall consider whether the proposed waiver: : (i) is prohibited by this Code; (ii) is consistent with honest and ethical conduct; and (iii) will result in a conflict of interest between the Covered Officer's personal and professional obligations to a Fund. In lieu of determining whether to grant a waiver, the Code Administrator in his or her discretion may refer the matter to the appropriate Fund's Board of Trustees/Directors. 5. REPORTING REQUIREMENTS (a) Each Covered Officer shall, upon becoming subject to this Code, be provided with a copy of this Code and shall affirm in writing that he or she has received, read, understands and shall adhere to this Code. (b) At least annually, all Covered Officers shall be provided with a copy of this Code and shall certify that they have read and understand this Code and recognize that they are subject thereto. (c) At least annually, all Covered Officers shall certify that they have complied with the requirements of this Code and that they have disclosed or reported any violations of this Code to the Code Administrator or the Chief Executive Officer of the Fund or its investment adviser. (d) The Code Administrator shall submit a quarterly report to the Board of Trustees/Directors of each Fund containing (i) a description of any report of a conflict of interest or apparent conflict and the disposition thereof; (ii) a description of any request for a waiver from this Code and the disposition thereof; (iii) any violation of the Code that has been reported or found and the sanction imposed; (iv) interpretations issued under the Code by the Code Administrator; and (v) any other significant information arising under the Code including any proposed amendments. (e) Each Covered Officer shall notify the Code Administrator promptly if he or she knows of or has a reasonable belief that any violation of this Code has occurred or is likely to occur. Failure to do so is itself a violation of this Code. (f) Any changes to or waivers of this Code, including "implicit" waivers as defined in applicable SEC rules, will, to the extent required, be disclosed by the Code Administrator or his or her designee as provided by applicable SEC rules. 2 6. ANNUAL RENEWAL At least annually, the Board of Trustees/Directors of each Fund shall review the Code and determine whether any amendments (including any amendments that may be recommended by OFI or the Fund's legal counsel) are necessary or desirable, and shall consider whether to renew and/or amend the Code. 7. SANCTIONS Any violation of this Code of Ethics shall be subject to the imposition of such sanctions by OFI as may be deemed appropriate under the circumstances to achieve the purposes of this Code and may include, without limitation, a letter of censure, suspension from employment or termination of employment, in the sole discretion of OFI. 8. ADMINISTRATION AND CONSTRUCTION (a) The administration of this Code of Ethics shall be the responsibility of OFI's General Counsel or his designee as the "Code Administrator" of this Code, acting under the terms of this Code and the oversight of the Trustees/Directors of the Funds. (b) The duties of such Code Administrator will include: (i) Continuous maintenance of a current list of the names of all Covered Officers; (ii) Furnishing all Covered Officers a copy of this Code and initially and periodically informing them of their duties and obligations thereunder; (iii) Maintaining or supervising the maintenance of all records required by this Code, including records of waivers granted hereunder; (iv) Issuing interpretations of this Code which appear to the Code Administrator to be consistent with the objectives of this Code and any applicable laws or regulations; (v) Conducting such inspections or investigations as shall reasonably be required to detect and report any violations of this Code, with his or her recommendations, to the Chief Executive Officer of OFI and to the Trustees/Directors of the affected Fund(s) or any committee appointed by them to deal with such information; and (vi) Periodically conducting educational training programs as needed to explain and reinforce the terms of this Code. (c) In carrying out the duties and responsibilities described under this Code, the Code Administrator may consult with legal counsel, who may include legal counsel to the applicable Funds, and such other persons as the Administrator shall deem necessary or desirable. The Code Administrator - ---------- 2. An "implicit waiver" is the failure to take action within a reasonable period of time regarding a material departure from a provision of this Code that has been made known to the General Counsel, the Code Administrator, an executive officer of the Fund or OFI. shall be protected from any liability hereunder or under any applicable law, rule or regulation, for decisions made in good faith based upon his or her reasonable judgment. 9. REQUIRED RECORDS The Administrator shall maintain and cause to be maintained in an easily accessible place, the following records for the period required by applicable SEC rules (currently six years following the end of the fiscal year of OFI in which the applicable event or report occurred): (a) A copy of any Code which has been in effect during the period; (b) A record of any violation of any such Code and of any action taken as a result of such violation, during the period; (c) A copy of each annual report pursuant to the Code made by a Covered Officer during the period; (d) A copy of each report made by the Code Administrator pursuant to this Code during the period; (e) A list of all Covered Officers who are or have been required to make reports pursuant to this Code during the period, plus those person(s) who are or were responsible for reviewing these reports; (f) A record of any request to waive any requirement of this Code, the decision thereon and the reasons supporting the decision; and (g) A record of any report of any conflict of interest or appearance of a conflict of interest received by the Code Administrator or discovered by the Code Administrator during the period, the decision thereon and the reasons supporting the decision. 10. AMENDMENTS AND MODIFICATIONS This Code may not be amended or modified except by an amendment in writing which is approved or ratified by OFI and by a majority vote of the Independent Trustees/Directors of each of the applicable Funds. 11. CONFIDENTIALITY. This Code is identified for the internal use of the Funds and OFI. Reports and records prepared or maintained under this Code are considered confidential and shall be maintained and protected accordingly to the extent permitted by applicable laws, rules and regulations. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Trustees/Directors of the affected Fund(s) and their counsel, the independent auditors of the affected Funds and/or OFI, and to OFI, except as such disclosure may be required pursuant to applicable judicial or regulatory process. Dated as of: June 25, 2003 Adopted by Board I of the Oppenheimer Funds June 13, 2003 /s/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by Board II of the Oppenheimer/Centennial Funds June 24, 2003 /s/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by Board III of the Oppenheimer Funds June 9, 2003 /s/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by Board IV of the Oppenheimer Funds May 21, 2003 /s/ ROBERT G. ZACK - ------------------ Robert G. Zack, Secretary Adopted by the Boards of Directors of OppenheimerFunds, Inc. and its subsidiaries and affiliates that act as investment adviser to the Oppenheimer or Centennial funds June 1, 2003 /s/ ROBERT G. ZACK - ------------------ Robert G. Zack, Senior Vice President and General Counsel EXHIBIT A POSITIONS COVERED BY THIS CODE OF ETHICS FOR SENIOR OFFICERS EACH OPPENHEIMER OR CENTENNIAL FUND Principal Executive Officer Principal Financial Officer Treasurer Assistant Treasurer PERSONNEL OF OFI WHO BY VIRTUE OF THEIR JOBS PERFORM CRITICAL FINANCIAL AND ACCOUNTING FUNCTIONS FOR OFI ON BEHALF OF A FUND, INCLUDING: Treasurer Senior Vice President/Fund Accounting Vice President/Fund Accounting EX-99.CERT 3 ra500_11826ex99cert.txt RA500_11826EX99CERT.TXT Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, JOHN V. MURPHY, certify that: 1. I have reviewed this report on Form N-CSR of Oppenheimer Discovery Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 11/16/04 /s/ John V. Murphy ---------------------------- John V. Murphy Chief Executive Officer Exhibit 99.CERT Section 302 Certifications CERTIFICATIONS I, BRIAN W. WIXTED, certify that: 1. I have reviewed this report on Form N-CSR of Oppenheimer Discovery Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 11/16/04 /s/ Brian W. Wixted ---------------------------- Brian W. Wixted Chief Financial Officer EX-99.906 4 ra500_11826ex99-906cert.txt RA500_11826EX99-906CERT.TXT EX-99.906CERT Section 906 Certifications CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 JOHN V. MURPHY, Chief Executive Officer, and BRIAN W. WIXTED, Chief Financial Officer, of Oppenheimer Discovery 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 September 30, 2004 (the "Form N-CSR") fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. ss. 1350 and is not being filed as part of the Form N-CSR filed with the Commission. Chief Executive Officer Chief Financial Officer Oppenheimer Discovery Fund Oppenheimer Discovery Fund /s/ John V. Murphy /s/ Brian W. Wixted - ----------------------------- ------------------------------ John V. Murphy Brian W. Wixted Date: 11/16/04 Date: 11/16/04 -----END PRIVACY-ENHANCED MESSAGE-----