The Funds performance is compared to the performance of
the Russell 2500 Index, a broad-based index featuring 2,500 stocks of companies with small- and mid-cap market capitalizations. The Index is unmanaged and cannot be purchased directly by investors. Index performance includes reinvestment of income,
but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Funds performance, and does not predict or depict performance of the Fund. The Funds
performance reflects the effects of the Funds business and operating expenses.
The Funds investment strategy and focus can change over time. The
mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. or its affiliates.
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 December 31, 2013.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or
contingent deferred sales charges (loads), or a $12.00 fee imposed annually on accounts valued at less than $500.00 (subject to exceptions described in the Statement of Additional Information). Therefore, the hypothetical section of the
table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Expenses are equal to the Funds annualized expense ratio for that class, multiplied by the average account value over the period,
multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended December 31, 2013 are as follows:
The expense ratios reflect voluntary waivers and/or reimbursements of expenses by the Funds Manager and Transfer Agent. Some of
these undertakings may be modified or terminated at any time, as indicated in the Funds prospectus. The Financial Highlights tables in the Funds financial statements, included in this report, also show the gross expense
ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.
12
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
STATEMENT
OF
ASSETS AND LIABILITIES
December 31, 2013 Unaudited
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Investments, at valuesee accompanying statement of investments:
|
|
|
|
|
|
|
Unaffiliated companies (cost $2,781,911,204)
|
|
$
|
3,746,341,476
|
|
|
|
Affiliated companies (cost $116,400,579)
|
|
|
116,400,579
|
|
|
|
|
|
|
|
|
|
|
3,862,742,055
|
|
|
|
Receivables and other assets:
|
|
|
|
|
|
|
Dividends
|
|
|
4,782,279
|
|
|
|
Other
|
|
|
256,182
|
|
|
|
|
|
|
|
Total assets
|
|
|
3,867,780,516
|
|
|
|
Liabilities
|
|
|
|
|
|
Bank overdraft
|
|
|
124,172
|
|
|
|
Payables and other liabilities:
|
|
|
|
|
|
|
Shares of beneficial interest redeemed
|
|
|
16,948,457
|
|
|
|
Investments purchased
|
|
|
14,945,726
|
|
|
|
Transfer and shareholder servicing agent fees
|
|
|
614,659
|
|
|
|
Distribution and service plan fees
|
|
|
557,910
|
|
|
|
Trustees compensation
|
|
|
126,872
|
|
|
|
Other
|
|
|
51,407
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
33,369,203
|
|
|
|
Net Assets
|
|
$3,834,411,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of Net Assets
|
|
|
|
|
|
Par value of shares of beneficial interest
|
|
$
|
125,197
|
|
|
|
Additional paid-in capital
|
|
|
2,866,633,823
|
|
|
|
Accumulated net investment income
|
|
|
176,092
|
|
|
|
Accumulated net realized gain on investments
|
|
|
3,045,929
|
|
|
|
Net unrealized appreciation on investments
|
|
|
964,430,272
|
|
|
|
|
|
|
|
Net Assets
|
|
$
|
3,834,411,313
|
|
|
|
|
|
|
|
13
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
STATEMENT
OF
ASSETS AND LIABILITIES
Continued
|
|
|
|
|
|
Net Asset Value Per Share
|
|
|
|
Class A Shares:
|
|
|
|
|
Net asset value and redemption price per share (based on net assets of $1,912,605,618 and 62,426,744 shares of beneficial interest outstanding)
|
|
$
|
30.64
|
|
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)
|
|
$
|
32.51
|
|
Class B Shares:
|
|
|
|
|
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $57,748,203 and 2,121,753 shares of beneficial
interest outstanding)
|
|
$
|
27.22
|
|
Class C Shares:
|
|
|
|
|
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $380,414,773 and 13,889,547 shares of beneficial
interest outstanding)
|
|
$
|
27.39
|
|
Class I Shares:
|
|
|
|
|
Net asset value, redemption price and offering price per share (based on net assets of $607,093,935 and 18,891,408 shares of beneficial interest
outstanding)
|
|
$
|
32.14
|
|
Class N Shares:
|
|
|
|
|
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $242,424,876 and 8,179,371 shares of beneficial
interest outstanding)
|
|
$
|
29.64
|
|
Class Y Shares:
|
|
|
|
|
Net asset value, redemption price and offering price per share (based on net assets of $634,123,908 and 19,687,957 shares of beneficial interest outstanding)
|
|
$
|
32.21
|
|
See accompanying Notes to Financial Statements
14
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
STATEMENT
OF
OPERATIONS
For the Six Months Ended December 31, 2013 Unaudited
|
|
|
|
|
|
|
|
Investment Income
|
|
|
|
|
|
Dividends:
|
|
|
|
|
|
|
Unaffiliated companies
|
|
$
|
23,172,734
|
|
|
|
Affiliated companies
|
|
|
44,617
|
|
|
|
Interest
|
|
|
293
|
|
|
|
Other income
|
|
|
33,269
|
|
|
|
|
|
|
|
Total investment income
|
|
|
23,250,913
|
|
|
|
Expenses
|
|
|
|
|
|
Management fees
|
|
|
11,615,922
|
|
|
|
Distribution and service plan fees:
|
|
|
|
|
|
|
Class A
|
|
|
2,289,274
|
|
|
|
Class B
|
|
|
292,207
|
|
|
|
Class C
|
|
|
1,824,103
|
|
|
|
Class N
|
|
|
598,908
|
|
|
|
Transfer and shareholder servicing agent fees:
|
|
|
|
|
|
|
Class A
|
|
|
2,191,629
|
|
|
|
Class B
|
|
|
121,332
|
|
|
|
Class C
|
|
|
417,784
|
|
|
|
Class I
|
|
|
62,317
|
|
|
|
Class N
|
|
|
356,639
|
|
|
|
Class Y
|
|
|
802,961
|
|
|
|
Shareholder communications:
|
|
|
|
|
|
|
Class A
|
|
|
73,299
|
|
|
|
Class B
|
|
|
7,047
|
|
|
|
Class C
|
|
|
13,060
|
|
|
|
Class I
|
|
|
23
|
|
|
|
Class N
|
|
|
3,444
|
|
|
|
Class Y
|
|
|
33,139
|
|
|
|
Trustees compensation
|
|
|
61,983
|
|
|
|
Custodian fees and expenses
|
|
|
10,772
|
|
|
|
Other
|
|
|
74,176
|
|
|
|
|
|
|
|
Total expenses
|
|
|
20,850,019
|
|
|
|
Less waivers and reimbursements of expenses
|
|
|
(88,459
|
)
|
|
|
|
|
|
|
Net expenses
|
|
|
20,761,560
|
|
|
|
Net Investment Income
|
|
|
2,489,353
|
|
|
|
Realized and Unrealized Gain
|
|
|
|
|
|
Net realized gain on unaffiliated companies
|
|
269,774,998
|
|
|
|
Net change in unrealized appreciation/depreciation on investments
|
|
|
307,271,316
|
|
|
|
Net Increase in Net Assets Resulting from Operations
|
|
$579,535,667
|
|
|
|
|
|
|
|
See accompanying Notes to Financial
Statements.
15
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
STATEMENTS
OF
CHANGES IN NET
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
December 31, 2013
(Unaudited)
|
|
|
Year Ended
June 28, 2013
1
|
|
|
|
Operations
|
|
|
|
|
|
|
|
|
Net investment income
|
|
$
|
2,489,353
|
|
|
$
|
21,132,743
|
|
|
|
Net realized gain
|
|
|
269,774,998
|
|
|
|
433,855,164
|
|
|
|
Net change in unrealized appreciation/depreciation
|
|
|
307,271,316
|
|
|
|
191,224,320
|
|
|
|
Net increase in net assets resulting from operations
|
|
|
579,535,667
|
|
|
|
646,212,227
|
|
|
|
Dividends and/or Distributions to Shareholders
|
|
|
|
|
|
|
|
|
Dividends from net investment income:
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
(892,703
|
)
|
|
|
(13,235,886
|
)
|
|
|
Class B
|
|
|
|
|
|
|
|
|
|
|
Class C
|
|
|
|
|
|
|
(553,406
|
)
|
|
|
Class I
|
|
|
(2,812,218
|
)
|
|
|
(137
|
)
|
|
|
Class N
|
|
|
|
|
|
|
(1,089,794
|
)
|
|
|
Class Y
|
|
|
(1,523,584
|
)
|
|
|
(11,120,488
|
)
|
|
|
|
|
|
|
|
|
|
(5,228,505
|
)
|
|
|
(25,999,711
|
)
|
|
|
Beneficial Interest Transactions
|
|
|
|
|
|
|
|
|
Net increase (decrease) in net assets resulting from beneficial interest transactions:
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
(90,336,829
|
)
|
|
|
(262,944,077
|
)
|
|
|
Class B
|
|
|
(9,163,436
|
)
|
|
|
(22,533,209
|
)
|
|
|
Class C
|
|
|
(9,653,561
|
)
|
|
|
(45,470,282
|
)
|
|
|
Class I
|
|
|
180,254,974
|
|
|
|
364,066,494
|
|
|
|
Class N
|
|
|
(18,863,750
|
)
|
|
|
(43,304,790
|
)
|
|
|
Class Y
|
|
|
(277,371,963
|
)
|
|
|
(312,573,152
|
)
|
|
|
|
|
|
|
|
|
|
(225,134,565
|
)
|
|
|
(322,759,016
|
)
|
|
|
Net Assets
|
|
|
|
|
|
|
|
|
Total increase
|
|
|
349,172,597
|
|
|
|
297,453,500
|
|
|
|
Beginning of period
|
|
|
3,485,238,716
|
|
|
|
3,187,785,216
|
|
|
|
|
|
|
|
End of period (including accumulated net investment income of $176,092 and $2,915,244, respectively)
|
|
$
|
3,834,411,313
|
|
|
$
|
3,485,238,716
|
|
|
|
|
|
|
|
1.
June 28, 2013 represents the last
business day of the Funds 2013 fiscal year. See Note 1 of the accompanying Notes.
See accompanying Notes to Financial Statements.
16
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
Six Months
Ended
December 31,
2013
(Unaudited)
|
|
|
Year Ended
June 28,
2013
1
|
|
|
Year Ended
June 29,
2012
1
|
|
|
Year Ended
June 30,
2011
|
|
|
Year Ended
June 30,
2010
|
|
|
Year Ended
June 30,
2009
|
|
|
|
Per Share Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
26.17
|
|
|
$
|
21.75
|
|
|
$
|
21.99
|
|
|
$
|
16.33
|
|
|
$
|
13.70
|
|
|
$
|
17.87
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
2
|
|
|
0.04
|
|
|
|
0.15
|
|
|
|
0.04
|
|
|
|
0.05
|
|
|
|
0.02
|
|
|
|
0.08
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
4.44
|
|
|
|
4.45
|
|
|
|
(0.23
|
)
|
|
|
5.61
|
|
|
|
2.64
|
|
|
|
(4.22
|
)
|
|
|
|
|
|
|
Total from investment operations
|
|
|
4.48
|
|
|
|
4.60
|
|
|
|
(0.19
|
)
|
|
|
5.66
|
|
|
|
2.66
|
|
|
|
(4.14
|
)
|
|
|
Dividends and/or distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(0.01
|
)
|
|
|
(0.18
|
)
|
|
|
(0.05
|
)
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
0.00
|
|
|
|
Distributions from net realized gain
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
Total dividends and/or distributions to shareholders
|
|
|
(0.01
|
)
|
|
|
(0.18
|
)
|
|
|
(0.05
|
)
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
(0.03
|
)
|
|
|
Net asset value, end of period
|
|
$
|
30.64
|
|
|
$
|
26.17
|
|
|
$
|
21.75
|
|
|
$
|
21.99
|
|
|
$
|
16.33
|
|
|
$
|
13.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return, at Net Asset Value
3
|
|
17.14%
|
|
|
21.30%
|
|
|
(0.85)%
|
|
|
34.66%
|
|
|
19.45%
|
|
|
(23.14)%
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in thousands)
|
|
$
|
1,912,605
|
|
|
$
|
1,716,475
|
|
|
$
|
1,662,531
|
|
|
$
|
2,026,656
|
|
|
$
|
1,849,907
|
|
|
$
|
1,804,702
|
|
|
|
Average net assets (in thousands)
|
|
$
|
1,830,886
|
|
|
$
|
1,708,977
|
|
|
$
|
1,696,301
|
|
|
$
|
2,016,616
|
|
|
$
|
1,988,573
|
|
|
$
|
2,231,028
|
|
|
|
Ratios to average net assets:
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.13
|
%
|
|
|
0.62
|
%
|
|
|
0.20
|
%
|
|
|
0.28
|
%
|
|
|
0.13
|
%
|
|
|
0.58
|
%
|
|
|
Total expenses
5
|
|
|
1.13
|
%
|
|
|
1.19
|
%
|
|
|
1.24
|
%
|
|
|
1.25
|
%
|
|
|
1.31
|
%
|
|
|
1.38
|
%
|
|
|
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
|
|
1.13
|
%
|
|
|
1.19
|
%
|
|
|
1.24
|
%
|
|
|
1.24
|
%
|
|
|
1.25
|
%
|
|
|
1.22
|
%
|
|
|
Portfolio turnover rate
|
|
|
28
|
%
|
|
|
101
|
%
|
|
|
81
|
%
|
|
|
86
|
%
|
|
|
101
|
%
|
|
|
95
|
%
|
|
|
17
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
1.
June 28, 2013 and
June 29, 2012 represent the last business days of the Funds reporting periods. See Note 1 of the accompanying Notes.
2.
Per share amounts calculated based on the average shares outstanding during the period.
3.
Assumes an initial investment on the business day before the first day of
the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.
Annualized for periods less than one full year.
5.
Total expenses including indirect expenses from affiliated fund were as
follows:
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
1.13
|
%
|
|
|
Year Ended June 28, 2013
|
|
|
1.19
|
%
|
|
|
Year Ended June 29, 2012
|
|
|
1.24
|
%
|
|
|
Year Ended June 30, 2011
|
|
|
1.25
|
%
|
|
|
Year Ended June 30, 2010
|
|
|
1.31
|
%
|
|
|
Year Ended June 30, 2009
|
|
|
1.38
|
%
|
See accompanying Notes to Financial Statements.
18
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
FINANCIAL
HIGHLIGHTS
Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B
|
|
Six Months
Ended
December 31,
2013
(Unaudited)
|
|
|
Year Ended
June 28,
2013
1
|
|
|
Year Ended
June 29,
2012
1
|
|
|
Year Ended
June 30,
2011
|
|
|
Year Ended
June 30,
2010
|
|
|
Year Ended
June 30,
2009
|
|
|
|
Per Share Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
23.33
|
|
|
$
|
19.40
|
|
|
$
|
19.72
|
|
|
$
|
14.77
|
|
|
$
|
12.46
|
|
|
$
|
16.39
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
2
|
|
|
(0.07
|
)
|
|
|
(0.05
|
)
|
|
|
(0.11
|
)
|
|
|
(0.09
|
)
|
|
|
(0.10
|
)
|
|
|
(0.03
|
)
|
|
|
Net realized and unrealized gain (loss)
|
|
|
3.96
|
|
|
|
3.98
|
|
|
|
(0.21
|
)
|
|
|
5.04
|
|
|
|
2.41
|
|
|
|
(3.87
|
)
|
|
|
|
|
|
|
Total from investment operations
|
|
|
3.89
|
|
|
|
3.93
|
|
|
|
(0.32
|
)
|
|
|
4.95
|
|
|
|
2.31
|
|
|
|
(3.90
|
)
|
|
|
Dividends and/or distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
Distributions from net realized gain
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
Total dividends and/or distributions to shareholders
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
Net asset value, end of period
|
|
$
|
27.22
|
|
|
$
|
23.33
|
|
|
$
|
19.40
|
|
|
$
|
19.72
|
|
|
$
|
14.77
|
|
|
$
|
12.46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return, at Net Asset Value
3
|
|
16.67%
|
|
|
20.26%
|
|
|
(1.62)%
|
|
|
33.51%
|
|
|
18.54%
|
|
|
(23.77)%
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in thousands)
|
|
$
|
57,748
|
|
|
$
|
57,999
|
|
|
$
|
69,088
|
|
|
$
|
102,861
|
|
|
$
|
106,797
|
|
|
$
|
132,615
|
|
|
|
Average net assets (in thousands)
|
|
$
|
57,865
|
|
|
$
|
62,574
|
|
|
$
|
76,237
|
|
|
$
|
107,948
|
|
|
$
|
129,492
|
|
|
$
|
160,939
|
|
|
|
Ratios to average net assets:
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
|
(0.68)%
|
|
|
|
(0.22)%
|
|
|
|
(0.63)%
|
|
|
|
(0.51)%
|
|
|
|
(0.65)%
|
|
|
|
(0.21)%
|
|
|
|
Total expenses
5
|
|
|
2.08%
|
|
|
|
2.26%
|
|
|
|
2.33%
|
|
|
|
2.29%
|
|
|
|
2.35%
|
|
|
|
2.22%
|
|
|
|
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
|
|
1.94%
|
|
|
|
2.06%
|
|
|
|
2.06%
|
|
|
|
2.04%
|
|
|
|
2.05%
|
|
|
|
2.02%
|
|
|
|
Portfolio turnover rate
|
|
|
28%
|
|
|
|
101%
|
|
|
|
81%
|
|
|
|
86%
|
|
|
|
101%
|
|
|
|
95%
|
|
|
|
1
. June 28, 2013 and June 29,
2012 represent the last business days of the Funds reporting periods. See Note 1 of the accompanying Notes.
2.
Per share amounts calculated based on the average shares outstanding during the period.
3.
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year.
Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.
Annualized for periods less than one full year.
5.
Total expenses including indirect expenses from affiliated fund were as follows:
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
2.08
|
%
|
|
|
Year Ended June 28, 2013
|
|
|
2.26
|
%
|
|
|
Year Ended June 29, 2012
|
|
|
2.33
|
%
|
|
|
Year Ended June 30, 2011
|
|
|
2.29
|
%
|
|
|
Year Ended June 30, 2010
|
|
|
2.35
|
%
|
|
|
Year Ended June 30, 2009
|
|
|
2.22
|
%
|
See accompanying Notes to Financial Statements.
19
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C
|
|
Six Months
Ended
December 31,
2013
(Unaudited)
|
|
|
Year Ended
June 28,
2013
1
|
|
|
Year Ended
June 29,
2012
1
|
|
|
Year Ended
June 30,
2011
|
|
|
Year Ended
June 30,
2010
|
|
|
Year Ended
June 30,
2009
|
|
|
|
Per Share Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
23.47
|
|
|
$
|
19.53
|
|
|
$
|
19.84
|
|
|
$
|
14.85
|
|
|
$
|
12.53
|
|
|
$
|
16.47
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
2
|
|
|
(0.06
|
)
|
|
|
(0.03
|
)
|
|
|
(0.10
|
)
|
|
|
(0.08
|
)
|
|
|
(0.09
|
)
|
|
|
(0.02
|
)
|
|
|
Net realized and unrealized gain (loss)
|
|
|
3.98
|
|
|
|
4.01
|
|
|
|
(0.21
|
)
|
|
|
5.07
|
|
|
|
2.41
|
|
|
|
(3.89
|
)
|
|
|
|
|
|
|
Total from investment operations
|
|
|
3.92
|
|
|
|
3.98
|
|
|
|
(0.31
|
)
|
|
|
4.99
|
|
|
|
2.32
|
|
|
|
(3.91
|
)
|
|
|
Dividends and/or distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
0.00
|
|
|
|
(0.04
|
)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
Distributions from net realized gain
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
Total dividends and/or distributions to shareholders
|
|
|
0.00
|
|
|
|
(0.04
|
)
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
Net asset value, end of period
|
|
$
|
27.39
|
|
|
$
|
23.47
|
|
|
$
|
19.53
|
|
|
$
|
19.84
|
|
|
$
|
14.85
|
|
|
$
|
12.53
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return, at Net Asset Value
3
|
|
16.70%
|
|
|
20.39%
|
|
|
(1.56)%
|
|
|
33.60%
|
|
|
18.52%
|
|
|
(23.72)%
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in thousands)
|
|
$
|
380,415
|
|
|
$
|
334,870
|
|
|
$
|
320,566
|
|
|
$
|
384,059
|
|
|
$
|
329,180
|
|
|
$
|
310,094
|
|
|
|
Average net assets (in thousands)
|
|
$
|
360,867
|
|
|
$
|
326,360
|
|
|
$
|
327,119
|
|
|
$
|
369,499
|
|
|
$
|
350,612
|
|
|
$
|
342,312
|
|
|
|
Ratios to average net assets:
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment loss
|
|
|
(0.61)%
|
|
|
|
(0.13)%
|
|
|
|
(0.56)%
|
|
|
|
(0.45)%
|
|
|
|
(0.63)%
|
|
|
|
(0.18)%
|
|
|
|
Total expenses
5
|
|
|
1.87%
|
|
|
|
1.94%
|
|
|
|
2.00%
|
|
|
|
1.99%
|
|
|
|
2.06%
|
|
|
|
2.08%
|
|
|
|
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
|
|
1.87%
|
|
|
|
1.94%
|
|
|
|
2.00%
|
|
|
|
1.97%
|
|
|
|
2.01%
|
|
|
|
1.98%
|
|
|
|
Portfolio turnover rate
|
|
|
28%
|
|
|
|
101%
|
|
|
|
81%
|
|
|
|
86%
|
|
|
|
101%
|
|
|
|
95%
|
|
|
|
1.
June 28, 2013 and June 29,
2012 represent the last business days of the Funds reporting periods. See Note 1 of the accompanying Notes.
2.
Per share amounts calculated based on the average shares outstanding during
the period.
3.
Assumes an initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges
are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.
Annualized for periods less than one full year.
5.
Total expenses including indirect expenses from affiliated fund were as
follows:
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
1.87%
|
|
|
Year Ended June 28, 2013
|
|
1.94%
|
|
|
Year Ended June 29, 2012
|
|
2.00%
|
|
|
Year Ended June 30, 2011
|
|
1.99%
|
|
|
Year Ended June 30, 2010
|
|
2.06%
|
|
|
Year Ended June 30, 2009
|
|
2.08%
|
See accompanying Notes to Financial Statements.
20
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
FINANCIAL
HIGHLIGHTS
Continued
|
|
|
|
|
|
|
|
|
|
|
|
Class I
|
|
Six Months
Ended
December 31,
2013
(Unaudited)
|
|
|
Period Ended
June 28,
2013
1,2
|
|
|
|
Per Share Operating Data
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
27.52
|
|
|
$
|
23.31
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
Net investment income
3
|
|
|
0.12
|
|
|
|
0.20
|
|
|
|
Net realized and unrealized gain
|
|
|
4.66
|
|
|
|
4.33
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
4.78
|
|
|
|
4.53
|
|
|
|
Dividends and/or distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(0.16
|
)
|
|
|
(0.32
|
)
|
|
|
Dividends from net realized gain
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
|
|
|
|
Total dividends and/or distributions to shareholders
|
|
|
(0.16
|
)
|
|
|
(0.32
|
)
|
|
|
|
|
|
|
Net asset value, end of period
|
|
$
|
32.14
|
|
|
$
|
27.52
|
|
|
|
|
|
|
|
Total Return, at Net Asset Value
4
|
|
17.39%
|
|
|
19.65%
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
Net assets, end of period (in thousands)
|
|
$
|
607,094
|
|
|
$
|
362,310
|
|
|
|
Average net assets (in thousands)
|
|
$
|
410,379
|
|
|
$
|
68,428
|
|
|
|
Ratios to average net assets:
5
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.66%
|
|
|
|
1.08%
|
|
|
|
Total expenses
6
|
|
|
0.67%
|
|
|
|
0.66%
|
|
|
|
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
|
|
0.67%
|
|
|
|
0.66%
|
|
|
|
Portfolio turnover rate
|
|
|
28%
|
|
|
|
101%
|
|
|
|
1.
June 28, 2013 represents the
last business day of the Funds 2013 fiscal year. See Note 1 of the accompanying Notes.
2.
For the period from October 26, 2012 (inception of offering) to June 28, 2013.
3.
Per share amounts calculated based on the average shares outstanding during the period.
4.
Assumes an initial investment on the business day before the first day of
the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
5.
Annualized for periods less than one full year.
6.
Total expenses including indirect expenses from affiliated fund were as
follows:
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
0.67
|
%
|
|
|
Period Ended June 28, 2013
|
|
|
0.66
|
%
|
See accompanying Notes to Financial Statements.
21
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class N
|
|
Six Months
Ended
December 31,
2013
(Unaudited)
|
|
|
Year Ended
June 28,
2013
1
|
|
|
Year Ended
June 29,
2012
1
|
|
|
Year Ended
June 30,
2011
|
|
|
Year Ended
June 30,
2010
|
|
|
Year Ended
June 30,
2009
|
|
|
|
Per Share Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
25.35
|
|
|
$
|
21.07
|
|
|
$
|
21.30
|
|
|
$
|
15.86
|
|
|
$
|
13.32
|
|
|
$
|
17.42
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
2
|
|
|
(0.01)
|
|
|
|
0.08
|
|
|
|
(0.01)
|
|
|
|
0.01
|
|
|
|
(0.02)
|
|
|
|
0.04
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
4.30
|
|
|
|
4.31
|
|
|
|
(0.22)
|
|
|
|
5.43
|
|
|
|
2.57
|
|
|
|
(4.11)
|
|
|
|
|
|
|
|
Total from investment operations
|
|
|
4.29
|
|
|
|
4.39
|
|
|
|
(0.23)
|
|
|
|
5.44
|
|
|
|
2.55
|
|
|
|
(4.07)
|
|
|
|
Dividends and/or distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
0.00
|
|
|
|
(0.11)
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.01)
|
|
|
|
0.00
|
|
|
|
Distributions from net realized gain
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03)
|
|
|
|
|
|
|
|
Total dividends and/or distributions to shareholders
|
|
|
0.00
|
|
|
|
(0.11)
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.01)
|
|
|
|
(0.03)
|
|
|
|
Net asset value, end of period
|
|
$
|
29.64
|
|
|
$
|
25.35
|
|
|
$
|
21.07
|
|
|
$
|
21.30
|
|
|
$
|
15.86
|
|
|
$
|
13.32
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return, at Net Asset Value
3
|
|
16.92%
|
|
|
20.94%
|
|
|
(1.08)%
|
|
|
34.30%
|
|
|
19.15%
|
|
|
(23.34)%
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in thousands)
|
|
$
|
242,425
|
|
|
$
|
224,448
|
|
|
$
|
227,261
|
|
|
$
|
273,682
|
|
|
$
|
242,128
|
|
|
$
|
205,574
|
|
|
|
Average net assets (in thousands)
|
|
$
|
237,129
|
|
|
$
|
221,263
|
|
|
$
|
232,102
|
|
|
$
|
269,808
|
|
|
$
|
244,540
|
|
|
$
|
210,488
|
|
|
|
Ratios to average net assets:
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income (loss)
|
|
|
(0.18)%
|
|
|
|
0.33%
|
|
|
|
(0.07)%
|
|
|
|
0.03%
|
|
|
|
(0.11)%
|
|
|
|
0.31%
|
|
|
|
Total expenses
5
|
|
|
1.44%
|
|
|
|
1.53%
|
|
|
|
1.57%
|
|
|
|
1.60%
|
|
|
|
1.68%
|
|
|
|
1.79%
|
|
|
|
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
|
|
1.44%
|
|
|
|
1.49%
|
|
|
|
1.51%
|
|
|
|
1.49%
|
|
|
|
1.49%
|
|
|
|
1.49%
|
|
|
|
Portfolio turnover rate
|
|
|
28%
|
|
|
|
101%
|
|
|
|
81%
|
|
|
|
86%
|
|
|
|
101%
|
|
|
|
95%
|
|
|
|
1.
June 28, 2013 and June 29,
2012 represent the last business days of the Funds reporting periods. See Note 1 of the accompanying Notes.
2.
Per share amounts calculated based on the average shares outstanding during
the period.
3.
Assumes an initial investment on the business day
before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges
are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.
Annualized for periods less than one full year.
5.
Total expenses including indirect expenses from affiliated fund were as
follows:
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
1.44
|
%
|
|
|
Year Ended June 28, 2013
|
|
|
1.53
|
%
|
|
|
Year Ended June 29, 2012
|
|
|
1.57
|
%
|
|
|
Year Ended June 30, 2011
|
|
|
1.60
|
%
|
|
|
Year Ended June 30, 2010
|
|
|
1.68
|
%
|
|
|
Year Ended June 30, 2009
|
|
|
1.79
|
%
|
See accompanying Notes to Financial Statements.
22
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
FINANCIAL
HIGHLIGHTS
Continued
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class Y
|
|
Six Months
Ended
December 31,
2013
(Unaudited)
|
|
|
Year Ended
June 28,
2013
1
|
|
|
Year Ended
June 29,
2012
1
|
|
|
Year Ended
June 30,
2011
|
|
|
Year Ended
June 30,
2010
|
|
|
Year Ended
June 30,
2009
|
|
|
|
Per Share Operating Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
$
|
27.53
|
|
|
$
|
22.88
|
|
|
$
|
23.12
|
|
|
$
|
17.17
|
|
|
$
|
14.38
|
|
|
$
|
18.75
|
|
|
|
Income (loss) from investment operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
2
|
|
|
0.08
|
|
|
|
0.25
|
|
|
|
0.13
|
|
|
|
0.14
|
|
|
|
0.10
|
|
|
|
0.13
|
|
|
|
Net realized and unrealized gain (loss)
|
|
|
4.68
|
|
|
|
4.68
|
|
|
|
(0.24
|
)
|
|
|
5.89
|
|
|
|
2.77
|
|
|
|
(4.44
|
)
|
|
|
|
|
|
|
Total from investment operations
|
|
|
4.76
|
|
|
|
4.93
|
|
|
|
(0.11
|
)
|
|
|
6.03
|
|
|
|
2.87
|
|
|
|
(4.31
|
)
|
|
|
Dividends and/or distributions to shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income
|
|
|
(0.08
|
)
|
|
|
(0.28
|
)
|
|
|
(0.13
|
)
|
|
|
(0.08
|
)
|
|
|
(0.08
|
)
|
|
|
(0.03
|
)
|
|
|
Distributions from net realized gain
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
0.00
|
|
|
|
(0.03
|
)
|
|
|
|
|
|
|
Total dividends and/or distributions to shareholders
|
|
|
(0.08
|
)
|
|
|
(0.28
|
)
|
|
|
(0.13
|
)
|
|
|
(0.08
|
)
|
|
|
(0.08
|
)
|
|
|
(0.06
|
)
|
|
|
Net asset value, end of period
|
|
$
|
32.21
|
|
|
$
|
27.53
|
|
|
$
|
22.88
|
|
|
$
|
23.12
|
|
|
$
|
17.17
|
|
|
$
|
14.38
|
|
|
|
|
|
|
|
Total Return, at Net Asset Value
3
|
|
17.29%
|
|
|
21.74%
|
|
|
(0.40)%
|
|
|
35.14%
|
|
|
20.00%
|
|
|
(22.93)%
|
|
|
|
Ratios/Supplemental Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of period (in thousands)
|
|
$
|
634,124
|
|
|
$
|
789,137
|
|
|
$
|
908,339
|
|
|
$
|
1,059,058
|
|
|
$
|
828,624
|
|
|
$
|
877,926
|
|
|
|
Average net assets (in thousands)
|
|
$
|
785,648
|
|
|
$
|
977,581
|
|
|
$
|
904,802
|
|
|
$
|
992,951
|
|
|
$
|
914,353
|
|
|
$
|
926,200
|
|
|
|
Ratios to average net assets:
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net investment income
|
|
|
0.37%
|
|
|
|
1.00%
|
|
|
|
0.60%
|
|
|
|
0.69%
|
|
|
|
0.55%
|
|
|
|
0.93%
|
|
|
|
Total expenses
5
|
|
|
0.84%
|
|
|
|
0.81%
|
|
|
|
0.85%
|
|
|
|
0.83%
|
|
|
|
0.83%
|
|
|
|
0.89%
|
|
|
|
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses
|
|
|
0.84%
|
|
|
|
0.81%
|
|
|
|
0.85%
|
|
|
|
0.83%
|
|
|
|
0.83%
|
|
|
|
0.89%
|
|
|
|
Portfolio turnover rate
|
|
|
28%
|
|
|
|
101%
|
|
|
|
81%
|
|
|
|
86%
|
|
|
|
101%
|
|
|
|
95%
|
|
|
|
1.
June 28, 2013 and June 29, 2012 represent
the last business days of the Funds reporting periods. See Note 1 of the accompanying Notes.
2.
Per share amounts calculated based on the average shares outstanding during the period.
3.
Assumes an initial investment on the business day before the first day of
the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.
Annualized for periods less than one full year.
5.
Total expenses including indirect expenses from affiliated fund were as
follows:
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
0.84
|
%
|
|
|
Year Ended June 28, 2013
|
|
|
0.81
|
%
|
|
|
Year Ended June 29, 2012
|
|
|
0.85
|
%
|
|
|
Year Ended June 30, 2011
|
|
|
0.83
|
%
|
|
|
Year Ended June 30, 2010
|
|
|
0.83
|
%
|
|
|
Year Ended June 30, 2009
|
|
|
0.89
|
%
|
See accompanying Notes to Financial Statements.
23
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
December 31, 2013 Unaudited
|
1. Significant Accounting Policies
Oppenheimer Main Street Small-&
Mid-Cap Fund (the Fund) is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended. The Funds investment objective is to seek capital appreciation. The Funds
investment adviser is OFI Global Asset Management, Inc. (OFI Global or the Manager), a wholly-owned subsidiary of OppenheimerFunds, Inc. (OFI or the Sub-Adviser). The Manager has entered into a
sub-advisory agreement with OFI.
The Fund offers Class A, Class C, Class I, Class N and Class Y shares, and previously offered Class B
shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from
other Oppenheimer funds will be allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class N shares are sold, and Class B shares were sold, without a front-end
sales charge but may be subject to a contingent deferred sales charge (CDSC). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class I and Class Y
shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All
classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class
having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay
fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.
The following is a summary of significant accounting policies consistently followed by the Fund.
Previous Annual Period.
The last day of the Funds fiscal year was the
last day the New York Stock Exchange was open for trading. The Funds financial statements have been presented through that date to maintain consistency with the Funds net asset value calculations used for shareholder transactions.
Investment in Oppenheimer Institutional Money Market Fund.
The
Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (IMMF) to seek current income while
preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is the investment adviser of IMMF, and the Sub-Adviser
provides investment and related advisory services to IMMF. When applicable, the Funds investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund
is subject to its proportional share of IMMFs Class E expenses, including its management fee. The Manager
24
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
Unaudited /
Continued
|
1. Significant Accounting Policies (Continued)
will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Funds investment in IMMF.
Allocation of Income, Expenses, Gains and Losses.
Income, expenses (other
than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific
class are charged against the operations of that class.
Federal Taxes.
The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income to shareholders.
Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Funds tax return filings generally remain open for the
three preceding fiscal reporting period ends.
During the fiscal year ended June 28, 2013, the Fund utilized $428,694,170 of
capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended June 28, 2013 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if
any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.
|
|
|
|
|
Expiring
|
|
|
|
2018
|
|
$
|
262,026,549
|
|
As of December 31, 2013, it is estimated that there will be no capital loss carryforwards. The estimated capital loss
carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended December 31, 2013, it is
estimated that the Fund will utilize $262,026,549 capital loss carryforward to offset realized capital gains.
Net investment income (loss)
and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate
characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the
Fund.
The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and
other investments for federal income tax purposes as of December 31, 2013 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is
attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.
25
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
1. Significant Accounting Policies (Continued)
|
|
|
|
|
Federal tax cost of securities
|
|
$
|
2,898,311,783
|
|
|
|
|
|
|
Gross unrealized appreciation
|
|
$
|
990,092,497
|
|
Gross unrealized depreciation
|
|
|
(25,662,225
|
)
|
|
|
|
|
|
Net unrealized appreciation
|
|
$
|
964,430,272
|
|
|
|
|
|
|
Trustees Compensation.
The Board of
Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the
amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for
deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of Other within the asset section of the Statement
of Assets and Liabilities. Deferral of trustees fees under the plan will not affect the net assets of the Fund, and will not materially affect the Funds assets, liabilities or net investment income per share. Amounts will be deferred
until distributed in accordance with the compensation deferral plan.
Dividends and Distributions to
Shareholders.
Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are
recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Funds fiscal year
end. Therefore, a portion of the Funds distributions made to shareholders prior to the Funds fiscal year end may ultimately be categorized as a tax return of capital.
Investment Income.
Dividend income is recorded on the ex-dividend date or
upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest
income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.
Custodian Fees.
Custodian fees and expenses in the Statement of
Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds
Rate plus 0.50%. The Reduction to custodian expenses line item, if applicable,
26
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
Unaudited / Continued
|
1. Significant Accounting Policies (Continued)
represents earnings on cash balances maintained by the Fund during the period. Such
interest expense and other custodian fees may be paid with these earnings.
Security Transactions.
Security transactions are recorded on the trade date. Realized gains and losses on securities sold are determined on the basis of identified cost.
Indemnifications.
The Funds organizational documents provide
current and former trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Funds maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.
Other.
The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.
2. Securities Valuation
The Fund calculates the net asset value of its
shares as of the close of the New York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading.
The Funds Board has adopted procedures for the valuation of the Funds securities and has delegated the day-to-day responsibility for
valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market quotations are not readily
available. The Valuation Committees fair valuation determinations are subject to review, approval and ratification by the Funds Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation
was determined.
Valuation Methods and Inputs
Securities
are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.
The
following methodologies are used to determine the market value or the fair value of the types of securities described below:
Securities
traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to
the time when the Funds assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current days closing bid and asked
prices, and if not, at the current days closing bid price. A security of a foreign issuer
27
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
2.
Securities Valuation (Continued)
traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as
identified by the third party pricing service used by the Manager, prior to the time when the Funds assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal
exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange,
obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange,
(2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.
Shares of a
registered investment company that are not traded on an exchange are valued at that investment companys net asset value per share.
Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed
securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the bid and asked prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who
may use matrix pricing methods to determine the evaluated prices.
Short-term money market type debt securities with a remaining maturity of
sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the
mean between the bid and asked prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.
A
description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.
|
|
|
Security Type
|
|
Standard inputs generally considered by third-party pricing vendors
|
Corporate debt, government debt, municipal, mortgage-backed
and asset-backed securities
|
|
Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
|
|
|
|
Loans
|
|
Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
|
|
|
|
Event-linked bonds
|
|
Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
|
|
|
|
If a market value or price cannot be determined for a security using the methodologies described above, or if, in the good
faith opinion of the Manager, the market value or price obtained does not constitute a readily available market quotation, or a significant event has occurred that would materially affect the value of the security the security is
fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Funds Board or (ii) as determined in good faith by
the Managers Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public
28
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
Unaudited / Continued
|
2. Securities Valuation (Continued)
information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by
the Funds Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last
sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any
discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The
methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the
security.
To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to
oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker
source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such
methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.
Classifications
Each investment asset or liability of the Fund
is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Funds investments as of the reporting period end. These data
inputs are categorized in the following hierarchy under applicable financial accounting standards:
1) Level 1-unadjusted quoted prices in
active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2) Level 2-inputs
other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3) Level 3-significant unobservable inputs (including the Managers own judgments about assumptions that market participants would use in
pricing the asset or liability).
The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those
securities.
The table below categorizes amounts that are included in the Funds Statement of Assets and Liabilities as of December 31,
2013 based on valuation input level:
29
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
2.
Securities Valuation (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1
Unadjusted
Quoted Prices
|
|
|
Level 2
Other Significant
Observable
Inputs
|
|
|
Level 3
Significant
Unobservable
Inputs
|
|
|
Value
|
|
Assets Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at Value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Discretionary
|
|
$
|
719,743,915
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
719,743,915
|
|
Consumer Staples
|
|
|
161,759,150
|
|
|
|
|
|
|
|
|
|
|
|
161,759,150
|
|
Energy
|
|
|
189,142,142
|
|
|
|
|
|
|
|
|
|
|
|
189,142,142
|
|
Financials
|
|
|
824,134,912
|
|
|
|
|
|
|
|
|
|
|
|
824,134,912
|
|
Health Care
|
|
|
534,059,315
|
|
|
|
|
|
|
|
|
|
|
|
534,059,315
|
|
Industrials
|
|
|
607,560,945
|
|
|
|
|
|
|
|
|
|
|
|
607,560,945
|
|
Information Technology
|
|
|
460,925,566
|
|
|
|
|
|
|
|
|
|
|
|
460,925,566
|
|
Materials
|
|
|
180,967,464
|
|
|
|
|
|
|
|
|
|
|
|
180,967,464
|
|
Utilities
|
|
|
68,048,067
|
|
|
|
|
|
|
|
|
|
|
|
68,048,067
|
|
Investment Company
|
|
|
116,400,579
|
|
|
|
|
|
|
|
|
|
|
|
116,400,579
|
|
Total Assets
|
|
$
|
3,862,742,055
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3,862,742,055
|
|
Currency contracts and forwards, if any, are reported at their unrealized appreciation/ depreciation at measurement date, which
represents the change in the contracts value from trade date. Futures, if any, are reported at their variation margin at measurement date, which represents the amount due to/from the Fund at that date. All additional assets and liabilities
included in the above table are reported at their market value at measurement date.
3. Shares of Beneficial Interest
The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
Year Ended June 28, 2013
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
Class A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold
|
|
|
4,168,485
|
|
|
$
|
118,099,908
|
|
|
|
10,588,591
|
|
|
$
|
252,903,739
|
|
Dividends and/or distributions reinvested
|
|
|
28,823
|
|
|
|
846,531
|
|
|
|
555,919
|
|
|
|
12,580,458
|
|
Redeemed
|
|
|
(7,354,690
|
)
|
|
|
(209,283,268
|
)
|
|
|
(21,983,108
|
)
|
|
|
(528,428,274
|
)
|
|
|
|
|
|
Net decrease
|
|
|
(3,157,382
|
)
|
|
$
|
(90,336,829
|
)
|
|
|
(10,838,598
|
)
|
|
$
|
(262,944,077
|
)
|
|
|
|
|
|
|
|
Class B
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold
|
|
|
51,865
|
|
|
$
|
1,317,215
|
|
|
|
126,495
|
|
|
$
|
2,732,190
|
|
Dividends and/or distributions reinvested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemed
|
|
|
(415,775
|
)
|
|
|
(10,480,651
|
)
|
|
|
(1,201,449
|
)
|
|
|
(25,265,399
|
)
|
|
|
|
|
|
Net decrease
|
|
|
(363,910
|
)
|
|
$
|
(9,163,436
|
)
|
|
|
(1,074,954
|
)
|
|
$
|
(22,533,209
|
)
|
|
|
|
|
|
30
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
Unaudited/ Continued
|
3. Shares of Beneficial Interest (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended December 31, 2013
|
|
|
Year Ended June 28, 2013
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
|
Class C
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold
|
|
|
926,366
|
|
|
$
|
23,681,823
|
|
|
|
1,632,468
|
|
|
$
|
35,151,487
|
|
|
|
Dividends and/or distributions reinvested
|
|
|
|
|
|
|
|
|
|
|
24,649
|
|
|
|
502,362
|
|
|
|
Redeemed
|
|
|
(1,302,750
|
)
|
|
|
(33,335,384
|
)
|
|
|
(3,801,975
|
)
|
|
|
(81,124,131
|
)
|
|
|
|
|
|
|
Net decrease
|
|
|
(376,384
|
)
|
|
$
|
(9,653,561
|
)
|
|
|
(2,144,858
|
)
|
|
$
|
(45,470,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold
|
|
|
6,633,573
|
|
|
$
|
207,571,159
|
|
|
|
13,356,323
|
|
|
$
|
369,277,881
|
|
|
|
Dividends and/or distributions reinvested
|
|
|
91,280
|
|
|
|
2,810,508
|
|
|
|
|
|
|
|
|
|
|
|
Redeemed
|
|
|
(1,000,559
|
)
|
|
|
(30,126,693
|
)
|
|
|
(189,209
|
)
|
|
|
(5,211,387
|
)
|
|
|
|
|
|
|
Net increase
|
|
|
5,724,294
|
|
|
$
|
180,254,974
|
|
|
|
13,167,114
|
|
|
$
|
364,066,494
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class N
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold
|
|
|
934,674
|
|
|
$
|
25,466,925
|
|
|
|
2,228,614
|
|
|
$
|
51,131,899
|
|
|
|
Dividends and/or distributions reinvested
|
|
|
|
|
|
|
|
|
|
|
46,182
|
|
|
|
1,013,700
|
|
|
|
Redeemed
|
|
|
(1,610,739
|
)
|
|
|
(44,330,675
|
)
|
|
|
(4,206,086
|
)
|
|
|
(95,450,389
|
)
|
|
|
|
|
|
|
Net decrease
|
|
|
(676,065
|
)
|
|
$
|
(18,863,750
|
)
|
|
|
(1,931,290
|
)
|
|
$
|
(43,304,790
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class Y
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sold
|
|
|
2,283,959
|
|
|
$
|
68,247,193
|
|
|
|
11,105,008
|
|
|
$
|
276,779,104
|
|
|
|
Dividends and/or distributions reinvested
|
|
|
46,662
|
|
|
|
1,440,456
|
|
|
|
440,420
|
|
|
|
10,464,383
|
|
|
|
Redeemed
|
|
|
(11,305,907
|
)
|
|
|
(347,059,612
|
)
|
|
|
(22,586,032
|
)
|
|
|
(599,816,639
|
)
|
|
|
|
|
|
|
Net decrease
|
|
|
(8,975,286
|
)
|
|
$
|
(277,371,963
|
)
|
|
|
(11,040,604
|
)
|
|
$
|
(312,573,152
|
)
|
|
|
|
|
|
|
4. Purchases and Sales of Securities
The aggregate cost of purchases
and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended December 31, 2013 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Purchases
|
|
|
Sales
|
|
Investment securities
|
|
$
|
994,470,293
|
|
|
$
|
1,260,150,366
|
|
5. Fees and Other Transactions with Affiliates
Management Fees.
Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate as shown
in the following table:
31
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
5. Fees and
Other Transactions with Affiliates (Continued)
|
|
|
|
|
Fee Schedule
|
|
|
|
Up to $200 million
|
|
|
0.75
|
%
|
Next $200 million
|
|
|
0.72
|
|
Next $200 million
|
|
|
0.69
|
|
Next $200 million
|
|
|
0.66
|
|
Next $4.2 billion
|
|
|
0.60
|
|
Over $5.0 billion
|
|
|
0.58
|
|
Sub-Adviser Fees.
The Manager has retained
the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by
the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.
Transfer Agent Fees.
OFI Global (the Transfer
Agent) serves as the transfer and shareholder servicing agent for the Fund. Fees incurred by the Fund with respect to these services are detailed in the Statement of Operations.
Sub-Transfer Agent Fees.
The Transfer Agent has retained Shareholder
Services, Inc., a wholly-owned subsidiary of OFI (the Sub-Transfer Agent), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer
Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by
the Transfer Agent, not by the Fund.
Distribution and Service Plan (12b-1) Fees.
Under its General Distributors Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor) acts as the Funds principal underwriter in the continuous public offering of the
Funds classes of shares.
Service Plan for Class A Shares.
The Fund has adopted a Service Plan (the Plan) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its
costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of
those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs
with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.
32
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
Unaudited/ Continued
|
5. Fees and Other Transactions with Affiliates (Continued)
Distribution and Service Plans for Class B,
Class C and Class N Shares.
The Fund has adopted Distribution and Service Plans (the Plans) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940
to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily
net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class,
the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the
effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributors
aggregate uncompensated expenses under the Plans at December 31, 2013 were as follows:
|
|
|
|
|
Class C
|
|
$
|
12,441,493
|
|
Class N
|
|
|
7,364,075
|
|
Sales Charges.
Front-end sales charges and
contingent deferred sales charges (CDSC) do not represent expenses of the Fund. They are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. The sales
charges retained by the Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
Class A
Front-End
Sales Charges
Retained by
Distributor
|
|
|
Class A
Contingent
Deferred Sales
Charges
Retained by
Distributor
|
|
|
Class B
Contingent
Deferred Sales
Charges
Retained by
Distributor
|
|
|
Class C
Contingent
Deferred Sales
Charges
Retained by
Distributor
|
|
|
Class N
Contingent
Deferred Sales
Charges
Retained by
Distributor
|
|
December 31, 2013
|
|
|
$177,476
|
|
|
|
$2,213
|
|
|
|
$23,820
|
|
|
|
$5,109
|
|
|
|
$432
|
|
Waivers and Reimbursements of Expenses.
The
Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Funds investment in IMMF. During the six months ended December 31, 2013, the Manager waived fees and/or
reimbursed the Fund $44,766 for IMMF management fees.
The Transfer Agent has voluntarily agreed to limit transfer and
shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class and for Class A shares to 0.30% of average annual net assets of the class.
During the six months ended December 31, 2013, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:
|
|
|
|
|
Class B
|
|
$
|
39,843
|
|
Class N
|
|
|
3,850
|
|
33
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
5. Fees and
Other Transactions with Affiliates (Continued)
Some of these undertakings may be
modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.
6. Pending Litigation
Since 2009, seven class action lawsuits have been pending in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc.
(OFI), OppenheimerFunds Distributor, Inc., the Funds principal underwriter and distributor (the Distributor), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed
by the Distributor (the Defendant Funds). The lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities law and allege, among
other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds investment policies were not followed. The plaintiffs in these actions seek
unspecified damages, equitable relief and awards of attorneys fees and litigation expenses. The Defendant Funds Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in
those suits. On August 26, 2013, the parties in six of these lawsuits executed a memorandum of understanding setting forth the terms of proposed settlements of those actions. The proposed settlements are subject to a variety of contingencies,
including the execution of settlement agreements, which will require preliminary and final approval by the court. The proposed settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer California Municipal Fund.
Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against OFI and certain of its
affiliates by investors seeking to recover investments they allegedly lost as a result of the Ponzi scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (BLMIS). Plaintiffs in these suits
allege that they suffered losses as a result of their investments in several funds managed by an affiliate of OFI and assert a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and
violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and awards of attorneys fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual
funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial
settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment
approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the courts order approving the settlement. The settlement does not resolve other outstanding lawsuits against OFI and
its affiliates relating to BLMIS.
34
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
NOTES
TO
FINANCIAL STATEMENTS
Unaudited/ Continued
|
6. Pending Litigation (Continued)
On April 16, 2010, a lawsuit was filed in New York state court against
(i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (AAArdvark IV), an entity advised by OFIs affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege
breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants motion for summary judgment, dismissing
plaintiffs fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013,
plaintiffs filed a notice of appeal from the courts dismissal order. On January 7, 2014, the appellate court affirmed the trial courts dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI,
an affiliate of OFI and AAArdvark Funding Limited (AAArdvark I), an entity advised by OFIs affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law
fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding
Limited (AAArdvark XS), an entity advised by OFIs affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleged breach of contract against the defendants and sought compensatory damages,
costs and disbursements, including attorney fees. On November 8, 2013, the parties filed a stipulation of discontinuance dismissing the lawsuit with prejudice.
OFI believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending
against them vigorously. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, OFI believes that these
suits should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer mutual
funds.
35
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
BOARD
APPROVAL
OF
THE
FUNDS INVESTMENT ADVISORY
AND SUB-ADVISORY AGREEMENT
S
Unaudited
|
The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (OFI Global or the Adviser), a
wholly-owned subsidiary of OppenheimerFunds, Inc. (OFI or the Sub-Adviser) (OFI Global and OFI together the Managers) and OFI Global has entered into a sub-advisory agreement with OFI
whereby OFI provides investment sub-advisory services to the Fund (collectively, the Agreements). Each year, the Board of Trustees (the Board), including a majority of the independent Trustees, is required to determine
whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements.
The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives
information throughout the year regarding Fund services, fees, expenses and performance.
The Adviser, Sub-Adviser and the independent
consultant provided information to the Board on the following factors: (i) the nature, quality and extent of the Managers services, (ii) the investment performance of the Fund and the Managers, (iii) the fees and expenses of the
Fund, including comparative expense information, (iv) the profitability of the Managers and their affiliates, including an analysis of the cost of providing services, (v) whether economies of scale are realized as the Fund grows and
whether fee levels reflect these economies of scale for Fund investors and (vi) other benefits to the Managers from their relationship with the Fund. The Board was aware that there are alternatives to retaining the Managers.
Outlined below is a summary of the principal information considered by the Board as well as the Boards conclusions.
Nature, Quality and Extent of Services.
The Board considered
information about the nature, quality and extent of the services provided to the Fund and information regarding the Managers key personnel who provide such services. The Sub-Advisers duties include providing the Fund with the services of
the portfolio managers and the Sub-Advisers investment team, who provide research, analysis and other advisory services in regard to the Funds investments; securities trading services; oversight of third-party service providers;
monitoring compliance with applicable Fund policies and procedures and adherence to the Funds investment restrictions; and risk management. The Managers are responsible for providing certain administrative services to the Fund as well. Those
services include providing and supervising all administrative and clerical personnel who are necessary in order to provide effective corporate administration for the Fund; compiling and maintaining records with respect to the Funds operations;
preparing and filing reports required by the Securities and Exchange Commission; preparing periodic reports regarding the operations of the Fund for its shareholders; preparing proxy materials for shareholder meetings; and preparing the registration
statements required by Federal and state securities laws for the sale of the Funds shares. The Managers also provide the Fund with office space, facilities and equipment.
The Board also considered the quality of the services provided and the quality of the Managers resources that are available to the Fund. The
Board took account of the fact that the Sub-Adviser has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the
Sub-Advisers advisory, administrative, accounting, legal, compliance
36
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
BOARD
APPROVAL
OF
THE
FUNDS INVESTMENT ADVISORY
AND SUB-ADVISORY AGREEMENTS
Unaudited /
Continued
|
services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers key personnel and the size and functions of its
staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Raymond Anello, Matthew Ziehl, Raman Vardharaj, Joy Budzinski, Kristin Ketner Pak, Magnus Krantz, and Adam Weiner, the
portfolio managers for the Fund, and the Sub-Advisers investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the
Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Funds service agreements. The Board
concluded, in light of the Managers experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.
Investment Performance of the Manager and the Fund.
Throughout the year, the Managers provided information on the investment performance of the Fund, including comparative performance information. The Board also reviewed information, prepared by the Managers and by the independent consultant,
comparing the Funds historical performance to relevant market indices and to the performance of other retail small blend funds. The Board noted that the Fund outperformed its performance category median during the one-, five- and ten-year
periods, but slightly underperformed its performance category median for the three-year period.
Costs of Services by the Managers.
The Board reviewed the
fees paid to the Managers and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Managers.
The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail small blend funds with comparable asset levels and distribution features. The Board noted that the Funds contractual
management fee, as well as its total expenses, were below that of the respective peer group median and category median. Within the total asset range of $2 billion to $5 billion, the Funds effective rate was lower than its peer group median and
category median.
Economies of Scale and Profits Realized by the Adviser and Sub-Adviser.
The Board considered information regarding the Managers costs in serving as the Funds investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage
the Fund, and information regarding the Managers profitability from their relationship with the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund
currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Funds assets grow.
Other Benefits to the Managers.
In addition to considering
the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the
Managers affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements). The Board
37
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
also considered that the Managers must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund.
Conclusions.
These factors were also considered by the
independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees counsel are independent of the Managers within the meaning and
intent of the Securities and Exchange Commission Rules.
Based on its review of the information it received and its evaluations
described above, the Board, including a majority of the independent Trustees, decided to continue the Agreements through August 31, 2014. In arriving at its decision, the Board did not identify any factor or factors as being more important than
others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.
38
OPPENHEIMER MAIN STREET SMALL- & MID-CAP FUND
|
|
PORTFOLIO PROXY VOTING POLICIES
AND
PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS
Unaudited
|
The Fund has adopted Portfolio Proxy Voting Policies
and Procedures under which the Fund votes proxies relating to securities (portfolio proxies) held by the Fund. A description of the Funds Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon
request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Funds website at oppenheimerfunds.com, and (iii) on the SECs website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its
complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Funds voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP
(225.5677), and (ii) in the Form N-PX filing on the SECs 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 Funds Form N-Q filings are available on the SECs website at www.sec.gov. Those forms may be reviewed and copied at the
SECs 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.
HouseholdingDelivery of Shareholder Documents
This is to inform
you about OppenheimerFunds householding policy. If more than one member of your household maintains an account in a particular fund, OppenheimerFunds will mail only one copy of the funds prospectus (or, if available, the
funds summary prospectus), annual and semiannual report and privacy policy. The consolidation of these mailings, called householding, benefits your fund through reduced mailing expense, and benefits you by reducing the volume of mail you
receive from OppenheimerFunds. Householding does not affect the delivery of your account statements.
Please note that we will continue to
household these mailings for as long as you remain an OppenheimerFunds shareholder, unless you request otherwise. If you prefer to receive multiple copies of these materials, please call us at
1.800.CALL-OPP
(225-5677).
You may also notify us in writing or via email. We will begin sending you individual copies of the prospectus (or, if available, the summary prospectus), reports and privacy policy within
30 days of receiving your request to stop householding.