Oppenheimer Main Street Small Cap Fund NCSR Certified annual shareholder report (management investment company)

Oppenheimer Main Street Small Cap Fund Inactive N-CSRCertified annual shareholder report (management investment company)

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 811-22806

Oppenheimer Main Street Small Cap Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, Inc.

225 Liberty Street, 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: April 30

Date of reporting period: 4/30/2015

Item 1. Reports to Stockholders.

LOGO

Table of Contents


Fund Performance Discussion			3

Top Holdings and Allocations			7

Fund Expenses			10

Statement of Investments			12

Statement of Assets and Liabilities			16

Statement of Operations			18

Statement of Changes in Net Assets			19

Financial Highlights			20

Notes to Financial Statements			25

Report of Independent Registered Public Accounting Firm			37

Federal Income Tax Information			38

Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments			39

Trustees and Officers			40

Privacy Policy Notice			48

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/15


	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	Russell 2000 Index
1-Year	10.67%	4.30%	9.71%
Since Inception (5/17/13)	13.81	10.41	12.40

2 OPPENHEIMER MAIN STREET SMALL CAP FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 10.67% during the reporting period, outperforming the Russell 2000 Index (the “Index”), which returned 9.71% during the same period. The Fund’s outperformance stemmed primarily from stronger relative stock selection in the industrials, energy, materials and consumer staples sectors. Health care was the most significant detractor from performance versus the Index, due to less favorable stock selection.

MARKET OVERVIEW

In 2014, domestic equity — as an asset class — distinguished itself as stocks appreciated in value across all capitalizations. During the year, the U.S. economy provided a favorable backdrop for the positive performance of equities with steady, albeit modest growth, continued little wage inflation, and interest rates that remained low — in fact, well below initial expectations. Under these economic conditions, many companies were able to demonstrate ongoing improvement with the majority beating expectations — on both the top and bottom lines. The ride

throughout the year, however, was anything but smooth. Macro influences — particularly the strengthening dollar, flattening yield curve, and tumbling oil prices — played a significant role in determining which equities did and did not perform well. Accommodation by the Federal Reserve (the “Fed”) — which officially ended its bond-buying stimulus program in October — helped to fuel demand for high dividend paying stocks such as utilities and Real Estate Investment Trusts (REITs). A step-up in merger and acquisition (M&A) activity —

COMPARISON OF CHANGE IN VALUE OF $10,000 HYPOTHETICAL INVESTMENTS IN:

LOGO

3 OPPENHEIMER MAIN STREET SMALL CAP FUND

spurred on by the desire to relocate to advantageous low tax jurisdictions — boosted stocks primarily in the health care sector. But not all was rosy. The Fed’s accommodative behavior proved a headwind for many financials as long yields declined — hurting the profitability of banks. The strengthening U.S. dollar also proved a headwind — especially for multi-national companies where translation from local currencies to the U.S. dollar negatively impacted the bottom line. Consequently, stocks with international businesses broadly underperformed stocks with mostly domestic exposure.

Geopolitical risks — mostly concentrated in Ukraine and Russia, combined with the ever-present turmoil in the Middle East — caused investors to fret resulting in, at times, quite the roller coaster ride. Add to this the fact that growth outside of the U.S. was anemic, at best, leading investors to worry intermittently about the global outlook and its impact on domestic stocks. Though volatility remained below historical averages, these issues caused it to spike on a number of occasions during 2014.

The start of 2015 was largely a continuation of the back half of 2014. Foreign exchange headwinds, declining energy prices, and questions as to when the Fed would finally move to raise interest rates continued to dominate the headlines. Energy continued to struggle as oil prices fell. Other commodity prices sputtered also — negatively impacting many materials stocks. With falling

commodity prices, capital spending plans have been reined-in and this, in combination with a faltering global economic outlook, resulted in weak performance by many industrials stocks. After having been among the best performing stocks in 2014, utilities, which are very sensitive to interest rate expectations, faced pressures as investors became increasingly convinced the Fed would act this year to raise rates.

Health care stocks continued to be a bright spot. In addition to high levels of M&A activity, investors’ appetite for risk has increased, resulting in a speculative market concentrated largely in a narrow group of stocks, especially biotechnology companies. Despite lofty valuations, these stocks continued to perform well. However, the question becomes for how much longer. Consumer discretionary stocks have also performed well recently reflecting the increased conviction that the U.S. economic recovery will be sustained at moderate levels.

FUND REVIEW

Top performing stocks for the Fund this reporting period included information technology holdings Proofpoint, Inc., Fortinet, Inc. and Cavium, Inc. Proofpoint provides security for e-mails, instant messages, and other communications. The company announced plans to acquire Nexgate, a provider of security solutions for social media, which was well received by investors. Additionally, market share gains, along with improving profitability and cash generation helped buoy this stock higher. Fortinet is a

4 OPPENHEIMER MAIN STREET SMALL CAP FUND

top provider of unified threat management/firewall software. This is the fastest growing market segment in the security network landscape. The company is growing faster than the security market as a whole, a trend we think can continue with the current focus on enterprise data security. During the reporting period, it reported its fastest year-over-year order growth since going public in 2009. Cavium is a provider of integrated semiconductor processors, enabling processing for networks, communications, storage, wireless, security and video applications. Rising expectations for accelerating revenue growth propelled this stock higher during the reporting period. The improving outlook reflects a solid pipeline of products to be delivered to enterprise and wireless customers, plus promising new product designs that have the potential to further fuel demand coming from wireless infrastructure and data center providers. We believe Cavium is at a positive inflection point in its revenue cycle, and added to our position size to reflect the strengthening fundamentals.

Detractors from performance this reporting period included Finisar Corp., Web.com Group, Inc. and Cone Midstream Partners LP. Finisar Corp.’s products enable high-speed data communications over both local and storage area networks. A disappointing quarterly result — with earnings that missed estimates — combined with lowered guidance from management drove this stock’s negative results. While revenues were generally in-line with expectations, gross

margins fell short due to a less favorable revenue mix stemming from lower margin data-com sales to markets such as China. We exited our position in Finisar during the reporting period. Web.com Group Inc. is a provider of Internet services and online marketing solutions, primarily to small businesses. The company disappointed investors for two consecutive quarters when it reported results. Decelerating growth in its core “Do-It-For-Me” business — a key contributor to the company’s revenue over the past several years — was the prime culprit leading to the shortfall in earnings. We have eliminated our holdings in this stock. Cone Midstream Partners LP is involved in natural gas gathering in the Marcellus shale field. The stock experienced declines as management revised downward its growth projections. The decline in growth expectations reflects reduced spending by customers resulting from the substantial decline in oil prices. We believe Cone remains attractively valued and have, as a consequence, maintained our position.

STRATEGY & OUTLOOK

Expectations of broad market growth have diminished. Falling expectations, though, largely reflect pessimism about energy-related stocks. Excluding this sector, we believe fundamentals remain acceptable, with positive annual growth still projected for revenues and earnings. One headwind, however, is the ongoing adverse impact of a strong dollar. The dollar’s strength goes beyond the “accounting” effect of translation from a relatively weaker currency into the

5 OPPENHEIMER MAIN STREET SMALL CAP FUND

dollar. Much more worrisome is the reduced competitiveness of U.S. corporations on the global stage. While this is most significant for large-cap, multinational companies, it may also hurt predominantly domestic-based small- and mid-cap companies as foreign competitors gain a window to penetrate our shores.

We remain alert to disruption — both through product innovation and, increasingly, due to business model and/or process dislocations. Emblematic of the latter is Uber and its equivalents — taxi drivers throughout the world are up-in-arms over this competitive threat to their way of life. There are many more examples, including Amazon’s dramatic impact on how goods and services are sold to customers. These disruptors pose both threats and opportunities, and

increasingly our research is focused on distinguishing between the two.

Regardless, we remain focused on seeking to build an “all weather” portfolio by targeting companies we believe have: 1) sustainable competitive advantages; 2) skilled management with a proven track record of executing effectively; and 3) financial resources with the potential to generate improving profitability, gain market share, and/or return significant cash to shareholders. During times of volatile or slow economic growth such companies frequently widen their lead over weaker competitors. We seek to invest in companies characterized by these qualities at compelling valuations, and believe this disciplined approach is essential in seeking to generate superior long-term performance.



		Matthew P. Ziehl, CFA Portfolio Manager

Matthew P. Ziehl, CFA and Portfolio Manager, on behalf of the Portfolio Management team: Raymond Anello, CFA, Raman Vardharaj, CFA, Joy Budzinski, Kristin Ketner, Magnus Krantz and Adam Weiner.

6 OPPENHEIMER MAIN STREET SMALL CAP FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS


Korn/Ferry International		2.1%
Pinnacle Foods, Inc.		2.0
WellCare Health Plans, Inc.		2.0
Dana Holding Corp.		1.9
KAR Auction Services, Inc.		1.9
NOW, Inc.		1.9
STAG Industrial, Inc.		1.8
LaSalle Hotel Properties		1.8
HealthSouth Corp.		1.7
Chatham Lodging Trust		1.7

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2015, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN COMMON STOCK INDUSTRIES


Real Estate Investment Trusts (REITs)		10.0%
Commercial Banks		9.0
Software		6.2
Health Care Providers & Services		6.0
Hotels, Restaurants & Leisure		5.3
Commercial Services & Supplies		4.6
Health Care Equipment & Supplies		4.4
Professional Services		4.3
Semiconductors & Semiconductor Equipment		4.0
Chemicals		2.9

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2015, and are based on net assets.

SECTOR ALLOCATION

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2015, and are based on the total market value of common stocks.

7 OPPENHEIMER MAIN STREET SMALL CAP FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/15


	Inception Date		1-Year		Since Inception
Class A (OSCAX)		5/17/13		10.67%	13.81%
Class C (OSCCX)		5/17/13		9.77%	12.82%
Class I (OSSIX)		5/17/13		11.26%	14.32%
Class R (OSCNX)		5/17/13		10.34%	13.38%
Class Y (OSCYX)		5/17/13		11.05%	14.23%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/15
	Inception Date		1-Year		Since Inception
Class A (OSCAX)		5/17/13		4.30%	10.41%
Class C (OSCCX)		5/17/13		8.77%	12.82%
Class I (OSSIX)		5/17/13		11.26%	14.32%
Class R (OSCNX)		5/17/13		9.34%	13.38%
Class Y (OSCYX)		5/17/13		11.05%	14.23%

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. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). 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% and for Class C shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. Prior to 7/1/14, Class R shares were named Class N shares. Beginning 7/1/14, new purchases of Class R shares will no longer be subject to a CDSC upon redemption (any CDSC will remain in effect for purchases prior to 7/1/14). There is no sales charge for Class I and Y shares.

The Fund’s performance is compared to the performance of the Russell 2000 Index, which measures the performance of the small-cap segment of the U.S. equity universe. The Index is unmanaged and cannot be purchased directly by investors. 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 comprising the Index. 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 Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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. or its affiliates.

8 OPPENHEIMER MAIN STREET SMALL CAP FUND

Before investing in any of the Oppenheimer funds, investors should carefully consider a fund’s investment objectives, risks, charges and expenses. Fund prospectuses and summary prospectuses contain this and other information about the funds, and may be obtained by asking your financial advisor, visiting oppenheimerfunds.com, or calling 1.800.CALL OPP (225.5677). Read prospectuses and summary prospectuses carefully before investing.

Shares of Oppenheimer funds are not deposits or obligations of any bank, are not guaranteed by any bank, are not insured by the FDIC or any other agency, and involve investment risks, including the possible loss of the principal amount invested.

9 OPPENHEIMER MAIN STREET SMALL CAP 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 and/or contingent deferred sales charges on redemptions; 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 April 30, 2015.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended April 30, 2015” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes. The second section of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio for each class of shares, and an assumed rate of return of 5% per year for each class before expenses, which is not the 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). 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.

10 OPPENHEIMER MAIN STREET SMALL CAP FUND


Actual	Beginning Account Value November 1, 2014		Ending Account Value April 30, 2015		Expenses Paid During 6 Months Ended April 30, 2015
Class A	$	1,000.00	$	1,035.10	$ 6.43
Class C		1,000.00		1,031.30	10.63
Class I		1,000.00		1,038.20	4.00
Class R		1,000.00		1,034.40	8.00
Class Y		1,000.00		1,037.10	4.45

Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.50	6.38
Class C		1,000.00		1,014.38	10.54
Class I		1,000.00		1,020.88	3.97
Class R		1,000.00		1,016.96	7.93
Class Y		1,000.00		1,020.43	4.42

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2015 are as follows:


Class	Expense Ratios
Class A		1.27	%
Class C		2.10
Class I		0.79
Class R		1.58
Class Y		0.88

The expense ratios reflect voluntary and/or contractual waivers and/or reimbursements of expenses by the Fund’s Manager. Some of these undertakings may be modified or terminated at any time, as indicated in the Fund’s prospectus. The “Financial Highlights” tables in the Fund’s financial statements, included in this report, also show the gross expense ratios, without such waivers or reimbursements and reduction to custodian expenses, if applicable.

11 OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS April 30, 2015



	Shares		Value
Common Stocks—97.7%
Consumer Discretionary—10.3%
Auto Components—1.9%
Dana Holding Corp.		255,554	$	5,512,300

Diversified Consumer Services—0.9%
LifeLock, Inc.¹		164,811		2,407,889

Hotels, Restaurants & Leisure—5.3%
Brinker International, Inc.		62,970		3,486,649
International Speedway Corp., Cl. A		67,818		2,465,862
Krispy Kreme Doughnuts, Inc.¹		78,880		1,404,064
Popeyes Louisiana Kitchen, Inc.¹		80,869		4,502,786
Texas Roadhouse, Inc., Cl. A		91,676		3,080,314
				14,939,675

Specialty Retail—1.8%
Mattress Firm Holding Corp.¹		71,550		4,227,174
Party City Holdco, Inc.¹		35,900		746,361
				4,973,535

Textiles, Apparel & Luxury Goods—0.4%
Iconix Brand Group, Inc.¹		44,718		1,176,530

Consumer Staples—3.7%
Food Products—2.0%
Pinnacle Foods, Inc.		141,356		5,731,986

Personal Products—0.9%
Nu Skin Enterprises, Inc., Cl. A		46,296		2,618,039

Tobacco—0.8%
Universal Corp.		46,443		2,184,214

Energy—3.3%
Energy Equipment & Services—0.6%
RigNet, Inc.¹		43,279		1,621,231

Oil, Gas & Consumable Fuels—2.7%
Cone Midstream Partners LP²		130,758		2,360,182
Renewable Energy Group, Inc.¹		243,439		2,242,073



	Shares		Value
Oil, Gas & Consumable Fuels (Continued)
Western Refining, Inc.		72,739	$	3,204,153
				7,806,408

Financials—22.9%
Commercial Banks—9.0%
BancorpSouth, Inc.		181,220		4,387,336
BankUnited, Inc.		130,822		4,298,811
First Niagara Financial Group, Inc.		324,208		2,948,672
FirstMerit Corp.		187,253		3,627,091
MB Financial, Inc.		131,508		3,962,336
Talmer Bancorp, Inc., Cl. A		106,512		1,638,154
Webster Financial Corp.		124,951		4,476,994
				25,339,394

Insurance—2.1%
Endurance Specialty Holdings Ltd.		49,508		2,989,293
James River Group Holdings Ltd.		67,636		1,598,915
Old Republic International Corp.		93,130		1,423,958
				6,012,166

Real Estate Investment Trusts (REITs)—10.0%
Apollo Commercial Real Estate Finance, Inc.		188,415		3,220,012
Chatham Lodging Trust		173,338		4,791,062
CYS Investments, Inc.		320,756		2,861,144
DuPont Fabros Technology, Inc.		98,048		3,054,195
LaSalle Hotel Properties		140,040		5,138,068
National Storage Affiliates Trust¹		169,477		2,174,390
Redwood Trust, Inc.		100,888		1,734,265
STAG Industrial, Inc.		237,730		5,165,873
				28,139,009

Thrifts & Mortgage Finance—1.8%
Flagstar Bancorp, Inc.¹		172,526		2,963,996

12 OPPENHEIMER MAIN STREET SMALL CAP FUND



	Shares		Value
Thrifts & Mortgage Finance (Continued)
Oritani Financial Corp.		144,273	$	2,149,668
				5,113,664

Health Care—15.2%
Biotechnology—2.3%
ACADIA Pharmaceuticals, Inc.¹		48,269		1,649,352
Celldex Therapeutics, Inc.¹		41,635		999,240
Esperion Therapeutics, Inc.¹		9,587		912,011
Keryx Biopharmaceuticals, Inc.¹		139,587		1,487,997
Kite Pharma, Inc.¹		12,703		639,977
Ultragenyx Pharmaceutical, Inc.¹		17,643		995,595
				6,684,172

Health Care Equipment & Supplies—4.4%
DexCom, Inc.¹		35,871		2,423,803
Greatbatch, Inc.¹		41,629		2,244,636
Integra LifeSciences Holdings Corp.¹		50,270		2,954,870
NxStage Medical, Inc.¹		98,939		1,813,552
Spectranetics Corp. (The)¹		114,964		2,948,827
				12,385,688

Health Care Providers & Services—6.0%
Acadia Healthcare Co., Inc.¹		41,013		2,809,391
HealthSouth Corp.		107,133		4,844,554
Team Health Holdings, Inc.¹		59,656		3,553,708
WellCare Health Plans, Inc.¹		73,689		5,705,739
				16,913,392

Life Sciences Tools & Services—0.7%
VWR Corp.¹		73,975		1,963,297

Pharmaceuticals—1.8%
Aratana Therapeutics, Inc.¹		77,367		998,808



	Shares		Value
Pharmaceuticals (Continued)
Prestige Brands Holdings, Inc.¹		104,961	$	4,119,719
				5,118,527

Industrials—18.4%
Aerospace & Defense—0.7%
AAR Corp.		64,648		1,954,956

Air Freight & Couriers—0.8%
XPO Logistics, Inc.¹		45,440		2,203,840

Airlines—0.6%
Spirit Airlines, Inc.¹		26,617		1,822,466

Building Products—0.6%
Masonite International Corp.¹		23,991		1,588,204

Commercial Services & Supplies—4.6%
ABM Industries, Inc.		84,204		2,698,738
ACCO Brands Corp.¹		376,024		2,959,309
KAR Auction Services, Inc.		143,348		5,333,979
Matthews International Corp., Cl. A		41,503		2,014,141
				13,006,167

Construction & Engineering—0.7%
AECOM¹		65,329		2,061,783

Electrical Equipment—0.7%
Generac Holdings, Inc.¹		44,082		1,837,779

Machinery—2.1%
Greenbrier Cos., Inc. (The)		35,696		2,059,302
Rexnord Corp.¹		78,656		2,083,598
SPX Corp.		24,863		1,914,451
				6,057,351

Professional Services—4.3%
Korn/Ferry International		190,412		6,003,690
On Assignment, Inc.¹		90,609		3,048,993
Paylocity Holding Corp.¹		109,675		3,087,351
				12,140,034

13 OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF INVESTMENTS Continued



	Shares		Value
Road & Rail—1.4%
Saia, Inc.¹		38,629	$	1,574,132
Swift Transportation Co., Cl. A¹		100,586		2,434,181
				4,008,313

Trading Companies & Distributors—1.9%
NOW, Inc.¹		220,218		5,263,210

Information Technology—15.4%					��
Electronic Equipment, Instruments, & Components—2.2%
IPG Photonics Corp.¹		18,737		1,659,723
SYNNEX Corp.		58,917		4,507,151
				6,166,874

Internet Software & Services—1.3%
j2 Global, Inc.		54,409		3,774,352

IT Services—1.7%
Booz Allen Hamilton Holding Corp., Cl. A		76,844		2,113,210
CACI International, Inc., Cl. A¹		31,838		2,809,385
				4,922,595

Semiconductors & Semiconductor Equipment— 4.0%
Cavium, Inc.¹		64,975		4,209,730
Cypress Semiconductor Corp.¹		135,175		1,800,531
MKS Instruments, Inc.		101,895		3,546,965
Semtech Corp.¹		72,153		1,680,444
				11,237,670

Software—6.2%
FleetMatics Group plc¹		37,792		1,722,559
Fortinet, Inc.¹		105,311		3,974,437
Guidewire Software, Inc.¹		67,467		3,369,977
Imperva, Inc.¹		92,087		4,201,009
Proofpoint, Inc.¹		51,010		2,753,520
Zynga, Inc., Cl. A¹		574,629		1,407,841
				17,429,343



	Shares			Value
Materials—7.4%
Chemicals—2.9%
A. Schulman, Inc.		41,572		$	1,764,731
Cytec Industries, Inc.		43,503			2,405,281
Intrepid Potash, Inc.¹		146,585			1,836,710
Tronox Ltd., Cl. A		109,267			2,289,144
					8,295,866

Metals & Mining—2.0%
Century Aluminum Co.¹		107,607			1,387,054
Kaiser Aluminum Corp.		51,536			4,141,948
					5,529,002

Paper & Forest Products—2.5%
Boise Cascade Co.¹		74,241			2,576,163
PH Glatfelter Co.		176,449			4,375,935
					6,952,098

Utilities—1.1%
Electric Utilities—0.8%
ALLETE, Inc.		42,952			2,160,486

Water Utilities—0.3%
Aqua America, Inc.		38,143			1,022,995
Total Common Stocks (Cost $262,348,786)					276,076,500

Investment Company—3.5%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.13%^3,4 (Cost $9,779,460)		9,779,460			9,779,460
Total Investments, at Value (Cost $272,128,246)		101.2	%		285,855,960
Net Other Assets (Liabilities)		(1.2	)		(3,482,578	)
Net Assets		100.0	%	$	282,373,382

14 OPPENHEIMER MAIN STREET SMALL CAP FUND

Footnotes to Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

3. Rate shown is the 7-day yield as of April 30, 2015.

4. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended April 30, 2015, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares April 30, 2014		Gross Additions		Gross Reductions		Shares April 30, 2015

Oppenheimer Institutional Money Market Fund, Cl. E		682,204		203,519,662		194,422,406		9,779,460

					Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E					$	9,779,460	$	4,523

See accompanying Notes to Financial Statements.

15 OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF ASSETS AND LIABILITIES April 30, 2015



Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $262,348,786)	$	276,076,500
Affiliated companies (cost $9,779,460)		9,779,460

		285,855,960

Cash		99,964

Receivables and other assets:
Shares of beneficial interest sold		653,734
Dividends		206,297
Other		12,270

Total assets		286,828,225


Liabilities
Payables and other liabilities:
Investments purchased		4,248,453
Shares of beneficial interest redeemed		168,093
Distribution and service plan fees		9,856
Shareholder communications		4,052
Trustees’ compensation		2,535
Other		21,854

Total liabilities		4,454,843


Net Assets	$	282,373,382



Composition of Net Assets
Par value of shares of beneficial interest	$	22,062

Additional paid-in capital		269,781,617

Accumulated net investment income		566,433

Accumulated net realized loss on investments and foreign currency transactions		(1,724,444)

Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		13,727,714

Net Assets	$	282,373,382

16 OPPENHEIMER MAIN STREET SMALL CAP FUND


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $34,343,128 and 2,690,428 shares of beneficial interest outstanding)		$12.76
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)		$13.54


Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $9,877,439 and 785,792 shares of beneficial interest outstanding)		$12.57


Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $187,997,424 and 14,667,775 shares of beneficial interest outstanding)		$12.82


Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $3,027,088 and 238,765 shares of beneficial interest outstanding)		$12.68


Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $47,128,303 and 3,678,807 shares of beneficial interest outstanding)		$12.81

See accompanying Notes to Financial Statements.

17 OPPENHEIMER MAIN STREET SMALL CAP FUND

STATEMENT OF OPERATIONS For the Year Ended April 30, 2015



Investment Income
Dividends:
Unaffiliated companies	$	2,093,893
Affiliated companies		4,523

Interest		85

Total investment income		2,098,501


Expenses
Management fees		997,646

Distribution and service plan fees:
Class A		47,305
Class C		54,315
Class R¹		6,943

Transfer and shareholder servicing agent fees:
Class A		58,401
Class C		11,957
Class I		28,267
Class R¹		3,065
Class Y		13,869

Shareholder communications:
Class A		19,200
Class C		5,958
Class I		32
Class R¹		1,171
Class Y		1,114

Trustees’ compensation		11,678

Custodian fees and expenses		336

Other		51,039

Total expenses		1,312,296
Less reduction to custodian expenses		(17)
Less waivers and reimbursements of expenses		(34,387)

Net expenses		1,277,892

Net Investment Income		820,609

Realized and Unrealized Gain (Loss)
Net realized loss on:
Investments from unaffiliated companies		(1,679,259)
Foreign currency transactions		(4,073)

Net realized loss		(1,683,332)

Net change in unrealized appreciation/depreciation on:
Investments		12,577,249
Translation of assets and liabilities denominated in foreign currencies		(845)

Net change in unrealized appreciation/depreciation		12,576,404


Net Increase in Net Assets Resulting from Operations	$	11,713,681

1. Effective July 1, 2014, Class N shares were renamed Class R. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

18 OPPENHEIMER MAIN STREET SMALL CAP FUND


STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended April 30, 2015		Period Ended April 30, 2014¹


Operations
Net investment income	$	820,609	$	81,882

Net realized gain (loss)		(1,683,332)		867,972

Net change in unrealized appreciation/depreciation		12,576,404		1,151,310

Net increase in net assets resulting from operations		11,713,681		2,101,164


Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(2,640)		(30,606)
Class C		—		—
Class I		(321,854)		(50)
Class R²		—		(381)
Class Y		(3,252)		(1,463)

		(327,746)		(32,500)

Distributions from net realized gain:
Class A		(64,218)		(50,616)
Class C		(21,247)		(3,263)
Class I		(649,200)		(37)
Class R²		(5,337)		(1,209)
Class Y		(7,520)		(1,245)

		(747,522)		(56,370)


Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		10,087,548		19,964,080
Class C		7,212,208		2,174,405
Class I		179,346,780		(1,429)
Class R²		2,290,784		617,205
Class Y		47,559,318		371,776

		246,496,638		23,126,037


Net Assets
Total increase		257,135,051		25,138,331

Beginning of period		25,238,331		100,000 ³

End of period (including accumulated net investment income of $566,433 and $48,645, respectively)	$	282,373,382	$	25,238,331

1. For the period from May 17, 2013 (commencement of operations) to April 30, 2014.

2. Effective July 1, 2014, Class N shares were renamed Class R.

3. Reflects the value of the Manager’s seed money invested on February 21, 2013.

See accompanying Notes to Financial Statements.

19 OPPENHEIMER MAIN STREET SMALL CAP FUND

FINANCIAL HIGHLIGHTS


	Year Ended Period Ended
	April 30,			April 30,
Class A	2015			2014¹
Per Share Operating Data
Net asset value, beginning of period		$	11.57		$	10.00
Income (loss) from investment operations:
Net investment income²			0.03			0.06
Net realized and unrealized gain			1.20			1.57
Total from investment operations			1.23			1.63
Dividends and/or distributions to shareholders:
Dividends from net investment income			0.00³			(0.02)
Distributions from net realized gain			(0.04)			(0.04)
Total dividends and/or distributions to shareholders			(0.04)			(0.06)
Net asset value, end of period		$	12.76		$	11.57


Total Return, at Net Asset Value⁴			10.67%			16.33%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$	34,343		$	21,892
Average net assets (in thousands)		$	26,518		$	14,944
Ratios to average net assets:⁵
Net investment income			0.25%			0.57%
Total expenses⁶			1.30%			1.40%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses			1.25%			1.24%
Portfolio turnover rate			55%			52%

1. For the period from May 17, 2013 (commencement of operations) to April 30, 2014.

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

3. Less than 0.005%.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

See accompanying Notes to Financial Statements.

20 OPPENHEIMER MAIN STREET SMALL CAP FUND


	Year Ended Period Ended
	April 30,			April 30,
Class C	2015			2014¹
Per Share Operating Data
Net asset value, beginning of period	$	11.49		$	10.00
Income (loss) from investment operations:
Net investment loss²		(0.07	)		(0.04	)
Net realized and unrealized gain		1.19			1.57
Total from investment operations		1.12			1.53
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.00	)		(0.00	)
Distributions from net realized gain		(0.04	)		(0.04	)
Total dividends and/or distributions to shareholders		(0.04	)		(0.04	)
Net asset value, end of period	$	12.57		$	11.49


Total Return, at Net Asset Value³		9.77	%		15.29	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	9,878		$	2,252
Average net assets (in thousands)	$	5,461		$	879
Ratios to average net assets:⁴
Net investment loss		(0.59	)%		(0.34)	%
Total expenses⁵		2.13	%		2.31	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.13	%		2.23	%
Portfolio turnover rate		55	%		52	%

1. For the period from May 17, 2013 (commencement of operations) to April 30, 2014.

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. The returns do not include adjustments in accordance with generally accepted accounting principles required at the period end for financial reporting purposes.

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

See accompanying Notes to Financial Statements.

21 OPPENHEIMER MAIN STREET SMALL CAP FUND


FINANCIAL HIGHLIGHTS Continued


	Year Ended Period Ended
	April 30,				April 30,
Class I	2015				2014¹
Per Share Operating Data
Net asset value, beginning of period		$	11.58			$	10.00
Income (loss) from investment operations:
Net investment income²			0.10				0.09
Net realized and unrealized gain			1.20				1.58
Total from investment operations			1.30				1.67
Dividends and/or distributions to shareholders:
Dividends from net investment income			(0.02	)			(0.05)
Distributions from net realized gain			(0.04	)			(0.04)
Total dividends and/or distributions to shareholders			(0.06	)			(0.09)
Net asset value, end of period		$	12.82			$	11.58


Total Return, at Net Asset Value³			11.26%				16.73%

Ratios/Supplemental Data
Net assets, end of period (in thousands)		$	187,997			$	12
Average net assets (in thousands)		$	95,238			$	12
Ratios to average net assets:⁴
Net investment income			0.80%				0.86%
Total expenses⁵			0.80%				1.09%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses			0.79%				0.80%
Portfolio turnover rate			55%				52%

1. For the period from May 17, 2013 (commencement of operations) to April 30, 2014.

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

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

See accompanying Notes to Financial Statements.

22 OPPENHEIMER MAIN STREET SMALL CAP FUND


	Year Ended Period Ended
	April 30,			April 30,
Class R	2015			2014¹
Per Share Operating Data
Net asset value, beginning of period	$	11.53		$	10.00
Income (loss) from investment operations:
Net investment income (loss)²		(0.01	)		0.02
Net realized and unrealized gain		1.20			1.56
Total from investment operations		1.19			1.58
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00			(0.01	)
Distributions from net realized gain		(0.04	)		(0.04	)
Total dividends and/or distributions to shareholders		(0.04	)		(0.05	)
Net asset value, end of period	$	12.68		$	11.53


Total Return, at Net Asset Value³		10.34%			15.82%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,027		$	650
Average net assets (in thousands)	$	1,403		$	271
Ratios to average net assets:⁴
Net investment income (loss)		(0.09)%			0.19%
Total expenses⁵		1.61%			1.76%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.60%			1.71%
Portfolio turnover rate		55%			52%

1. For the period from May 17, 2013 (commencement of operations) to April 30, 2014.

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

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

See accompanying Notes to Financial Statements.

23 OPPENHEIMER MAIN STREET SMALL CAP FUND


FINANCIAL HIGHLIGHTS Continued


	Year Ended Period Ended
Class Y	April 30, 2015		April 30, 2014¹
Per Share Operating Data
Net asset value, beginning of period	$	11.59	$	10.00
Income (loss) from investment operations:
Net investment income²		0.04		0.09
Net realized and unrealized gain		1.24		1.58

Total from investment operations		1.28		1.67
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.02)		(0.04)
Distributions from net realized gain		(0.04)		(0.04)

Total dividends and/or distributions to shareholders		(0.06)		(0.08)
Net asset value, end of period	$	12.81	$	11.59



Total Return, at Net Asset Value³		11.05%		16.76%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	47,128	$	432
Average net assets (in thousands)	$	6,437	$	358
Ratios to average net assets:⁴
Net investment income		0.33%		0.89%
Total expenses⁵		1.01%		1.33%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.88%		0.90%
Portfolio turnover rate		55%		52%

1. For the period from May 17, 2013 (commencement of operations) to April 30, 2014.

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

4. Annualized for periods less than one full year.

5. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

See accompanying Notes to Financial Statements.

24 OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS April 30, 2015

1. Organization

Oppenheimer Main Street Small Cap Fund (the “Fund”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s 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.As of April 30, 2015, approximately 66.8% of the shares of the Fund were owned by the Manager, other funds advised or sub-advised by the Manager or an affiliate of the Manager.

The Fund offers Class A, Class C, Class I, Class R and Class Y shares. As of July 1, 2014, Class N shares were renamed Class R shares. Class N shares subject to a contingent deferred sales charge (“CDSC”) on July 1, 2014, will continue to be subject to a CDSC after the shares are renamed. Purchases of Class R shares occurring on or after July 1, 2014, will not be subject to a CDSC upon redemption. 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 R shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R 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, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees.

The following is a summary of significant accounting policies followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

Security Valuation. All investments in securities are recorded at their estimated fair value, as described in Note 3.

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies,

25 OPPENHEIMER MAIN STREET SMALL CAP FUND


NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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

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

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.

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

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

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

26 OPPENHEIMER MAIN STREET SMALL CAP FUND

2. Significant Accounting Policies (Continued)

Indemnifications. The Fund’s 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 Fund’s maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the Fund. The risk of material loss from such claims is considered remote.

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

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


Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward^1,2,3		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes

$580,144		$—		$885,953		$12,893,734

1. As of April 30, 2015, the Fund had $885,953 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring

No expiration	$	885,953

2. During the fiscal year ended April 30, 2015, the Fund did not utilize any capital loss carryforward.

3. During the fiscal year ended April 30, 2014, 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 are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with GAAP. Also,

27 OPPENHEIMER MAIN STREET SMALL CAP FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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 April 30, 2015. Net assets of the Fund were unaffected by the reclassifications.


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

$174		$24,925		$24,751

The tax character of distributions paid during the year ended April 30, 2015 and the period ended April 30, 2014 was as follows:


	Year Ended		Period Ended
	April 30, 2015		April 30, 2014

Distributions paid from:
Ordinary income	$	1,074,548	$	88,870
Long-term capital gain		720		—

Total	$	1,075,268	$	88,870

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 April 30, 2015 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.


Federal tax cost of securities	$	272,962,226

Gross unrealized appreciation	$	20,183,838
Gross unrealized depreciation		(7,290,104)

Net unrealized appreciation	$	12,893,734

Use of Estimates. 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.

3. 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.

28 OPPENHEIMER MAIN STREET SMALL CAP FUND

3. Securities Valuation (Continued)

The Fund’s Board has adopted procedures for the valuation of the Fund’s 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 Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s 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 Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer 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 Fund’s 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 company’s 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.

29 OPPENHEIMER MAIN STREET SMALL CAP FUND


NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

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 Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public 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 Fund’s 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.

30 OPPENHEIMER MAIN STREET SMALL CAP FUND

3. Securities Valuation (Continued)

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

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

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset 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 Manager’s 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 Fund’s Statement of Assets and Liabilities as of April 30, 2015 based on valuation input level:


	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	$	29,009,929	$	—	$	—	$	29,009,929
Consumer Staples		10,534,239		—		—		10,534,239
Energy		9,427,639		—		—		9,427,639
Financials		64,604,233		—		—		64,604,233
Health Care		43,065,076		—		—		43,065,076
Industrials		51,944,103		—		—		51,944,103
Information Technology		43,530,834		—		—		43,530,834
Materials		20,776,966		—		—		20,776,966
Utilities		3,183,481		—		—		3,183,481
Investment Company		9,779,460		—		—		9,779,460

Total Assets	$	285,855,960	$	—	$	—	$	285,855,960

Forward currency exchange contracts and futures contracts, if any, are reported at their unrealized appreciation/depreciation at measurement date, which represents the change in the contract’s value from trade date. All additional assets and liabilities included in the above table are reported at their market value at measurement date.

4. Investments and Risks

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

31 OPPENHEIMER MAIN STREET SMALL CAP FUND


NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

(“IMMF”) to seek current income while preserving liquidity or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

Master Limited Partnerships (“MLPs”). MLPs issue common units that represent an equity ownership interest in a partnership and provide limited voting rights. MLP common units are registered with the Securities and Exchange Commission (“SEC”), and are freely tradable on securities exchanges such as the NYSE and the NASDAQ Stock Market (“NASDAQ”), or in the over-the-counter (“OTC”) market. An MLP consists of one or more general partners, who conduct the business, and one or more limited partners, who contribute capital. MLP common unit holders have a limited role in the partnership’s operations and management. The Fund, as a limited partner, normally would not be liable for the debts of the MLP beyond the amounts the Fund has contributed, but would not be shielded to the same extent that a shareholder of a corporation would be. In certain circumstances creditors of an MLP would have the right to seek return of capital distributed to a limited partner. This right of an MLP’s creditors would continue after the Fund sold its investment in the MLP.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments.

The prices of individual equity securities generally do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities. These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its industry.

5. 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:

32 OPPENHEIMER MAIN STREET SMALL CAP FUND

5. Shares of Beneficial Interest (Continued)


	Year Ended April 30, 2015						Period Ended April 30, 2014^1,2
	Shares			Amount			Shares			Amount

Class A
Sold		2,958,539		$	36,913,879			2,013,937		$	21,441,242
Dividends and/or distributions reinvested		5,309			66,240			1,963			21,472
Redeemed		(2,165,315	)		(26,892,571	)		(130,005	)		(1,498,634)

Net increase		798,533		$	10,087,548			1,885,895		$	19,964,080



Class C
Sold		678,542		$	8,294,886			216,755		$	2,412,429
Dividends and/or distributions reinvested		1,722			21,200			296			3,225
Redeemed		(90,421	)		(1,103,878	)		(22,102	)		(241,249)

Net increase		589,843		$	7,212,208			194,949		$	2,174,405



Class I
Sold		15,901,785		$	195,599,189			4,704		$	53,377
Dividends and/or distributions reinvested		77,551			970,992			—			—
Redeemed		(1,312,561	)		(17,223,401	)		(4,704	)		(54,806)

Net increase (decrease)		14,666,775		$	179,346,780			—		$	(1,429)



Class R³
Sold		199,770		$	2,504,991			57,841		$	645,832
Dividends and/or distributions reinvested		427			5,296			141			1,541
Redeemed		(17,821	)		(219,503	)		(2,593	)		(30,168)

Net increase		182,376		$	2,290,784			55,389		$	617,205



Class Y
Sold		3,720,787		$	48,575,285			49,740		$	505,486
Dividends and/or distributions reinvested		856			10,713			240			2,627
Redeemed		(80,150	)		(1,026,680	)		(13,666	)		(136,337)

Net increase		3,641,493		$	47,559,318			36,314		$	371,776

1. For the period ended May 17, 2013 (commencement of operations) to April 30, 2014.

2. The Fund sold 6,000 shares of Class A at a value of $60,000 and 1,000 shares of Class C, Class I, Class R and Class Y at a value of $10,000, respectively, to the Manager upon seeding of the Fund on February 21, 2013.

3. Effective July 1, 2014, Class N shares were renamed Class R.

6. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended April 30, 2015 were as follows:


	Purchases		Sales

Investment securities	$	314,388,045	$	73,923,197

33 OPPENHEIMER MAIN STREET SMALL CAP FUND


NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates

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


Fee Schedule
Up to $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 billion			0.58

The Fund’s effective management fee for the fiscal year ended April 30, 2015 was 0.74% of average annual net assets before any applicable waivers.

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. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

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.

Trustees’ Compensation. The Fund’s Board of Trustees (“Board”) 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

34 OPPENHEIMER MAIN STREET SMALL CAP FUND

7. Fees and Other Transactions with Affiliates (Continued)

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 with the compensation deferral plan.

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

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

Distribution and Service Plans for Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C and Class R shares pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class C shares daily net assets and 0.25% on Class R shares daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans continue in effect from year to year only if the Fund’s Board of Trustees vote annually to approve its continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

Sales Charges. Front-end sales charges and 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.

Year Ended

Class A

Front-End
Sales Charges
Retained by
Distributor

Class C
Contingent
Deferred Sales
Charges
Retained by
Distributor

Class R
Contingent
Deferred Sales
Charges
Retained by
Distributor

April 30, 2015

63,832

821

403

35 OPPENHEIMER MAIN STREET SMALL CAP FUND


NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse certain expenses so that “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses”, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles, will not exceed 1.25% for Class A shares, 2.25% for Class C shares, 0.80% for Class I shares, 1.75% for Class R shares and 0.90% for Class Y shares. During the year ended April 30, 2015, the Manager waived $12,300, $10,227 and $7,853 for Class A, Class I and Class Y shares, respectively.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended April 30, 2015, the Manager waived fees and/or reimbursed the Fund $4,007 for IMMF management fees.

Waivers and/or reimbursements may be modified or terminated as set forth according to the terms in the prospectus.

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s 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 named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, 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 sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

36 OPPENHEIMER MAIN STREET SMALL CAP FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Main Street Small Cap Fund:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Main Street Small Cap Fund, including the statement of investments, as of April 30, 2015, the related statement of operations for the year then ended, and the statements of changes in net assets and the financial highlights for the year then ended and for the period from May 17, 2013 (commencement of operations) to April 30, 2015. 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 April 30, 2015, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Main Street Small Cap Fund as of April 30, 2015, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for the year then ended and for the period from May 17, 2013 (commencement of operations) to April 30, 2015, in conformity with U.S. generally accepted accounting principles.

KPMGLLP

Denver, Colorado

June 16, 2015

37 OPPENHEIMER MAIN STREET SMALL CAP FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2015, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2014.

Capital gain distributions of $0.00004 per share were paid to Class A, Class C, Class I, Class R and Class Y shareholders, respectively, on December 30, 2014. Whether received in stock or in cash, the capital gain distribution should be treated by shareholders as a gain from the sale of the capital assets held for more than one year (long-term capital gains).

Dividends, if any, paid by the Fund during the fiscal year ended April 30, 2015 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 100% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended April 30, 2015 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $1,312,770 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2015, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended April 30, 2015, the maximum amount allowable but not less than $1,825 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The foregoing information is presented to assist shareholders in reporting distributions received from the Fund to the Internal Revenue Service. Because of the complexity of the federal regulations which may affect your individual tax return and the many variations in state and local tax regulations, we recommend that you consult your tax advisor for specific guidance.

38 OPPENHEIMER MAIN STREET SMALL 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 Fund’s 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 Fund’s website at www.oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

Householding—Delivery of Shareholder Documents

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

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

39 OPPENHEIMER MAIN STREET SMALL CAP FUND

TRUSTEES AND OFFICERS Unaudited


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

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

Sam Freedman, Chairman of the Board of Trustees and Trustee (since 2013) Year of Birth: 1940		Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with the Sub-Adviser and with subsidiary or affiliated companies of the Sub-Adviser (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Jon S. Fossel, Trustee (since 2013) Year of Birth: 1942		Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Richard F. Grabish, Trustee (since 2013) Year of Birth: 1948		Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Beverly L. Hamilton, Trustee (since 2013) Year of Birth: 1946		Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008);

40 OPPENHEIMER MAIN STREET SMALL CAP FUND


Beverly L. Hamilton, Continued		Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005); Vice Chairman (2006-2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Victoria J. Herget, Trustee (since 2013) Year of Birth:1951		Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Robert J. Malone, Trustee (since 2013) Year of Birth: 1944		Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991 and Trustee (1984-1999) of Young Presidents Organization. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

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TRUSTEES AND OFFICERS Unaudited / Continued


F. William Marshall, Jr., Trustee (since 2013) Year of Birth: 1942		Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); President and Treasurer of the SIS Funds (private charitable fund) (January 1999-March 2011); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 42 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Karen L. Stuckey, Trustee (since 2013) Year of Birth: 1953		Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 38 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

James D. Vaughn, Trustee (since 2013) Year of Birth: 1945		Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (since 2003); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee, Audit Committee member and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Executive Committee Member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.


INTERESTED TRUSTEE		Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008.

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Arthur P. Steinmetz, Trustee (since 2015), President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.


OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Ziehl, Anello, Vardharaj, Krantz, Weiner, Gabinet, Mss. Budzinski, Ketner, Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Matthew P. Ziehl, Vice President (since 2013) Year of Birth: 1967		Vice President and Senior Portfolio Manager of the Sub-Adviser (since May 2009). Portfolio manager with RS Investment Management Co. LLC (October 2006-May 2009); Managing Director at The Guardian Life Insurance Company (December 2001-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. Team leader and co portfolio manager with Salomon Brothers Asset Management, Inc. for small growth portfolios (January 2001-December 2001). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Raymond Anello, Vice President (since 2013) Year of Birth: 1964		Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since April 2011). Sector manager for energy and utilities for the Sub-Adviser’s Main Street Investment Team (since May 2009). Portfolio Manager of the RS All Cap Dividend product (from its inception in July 2007-April 2009) and served as a sector manager for energy and utilities for various other RS Investments products. Guardian Life Insurance Company (October 1999) and transitioned to RS Investments (October 2006) in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Mr. Anello served as an equity portfolio manager/analyst and high yield analyst at Orion Capital (1995-1998) and an assistant portfolio manager at the Garrison Bradford portfolio management firm (1988-1995). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Raman Vardharaj, Vice President (since 2013) Year of Birth: 1971		Vice President and portfolio manager of the Sub-Adviser (since May 2009). Sector manager and a senior quantitative analyst creating stock selection models, monitoring portfolio risks and analyzing portfolio performance across the RS Core Equity Team of RS Investment Management Co. LLC (October 2006-May 2009). Quantitative analyst at The Guardian Life Insurance Company of America (1998-October 2006) when Guardian Life Insurance acquired an interest in RS Investment Management Co. LLC. A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

43 OPPENHEIMER MAIN STREET SMALL CAP FUND


TRUSTEES AND OFFICERS Unaudited / Continued


Joy Budzinski, Vice President (since 2013) Year of Birth: 1968		Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012). Sector manager for healthcare for the Sub-Adviser’s Main Street Investment Team (since May 2009). Healthcare sector manager at RS Investment and Guardian Life Insurance Company. Guardian Life Insurance Company (August 2006) and transitioned to RS Investments (October 2006) in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Senior equity analyst at Bank of New York BNY Asset Management (2001 -2006); portfolio manager and analyst at Alliance of America (1999-2001); portfolio manager and analyst at JP Morgan Chase (1993-1997); analyst at Prudential Investments (1997-1998). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Kristin Ketner, Vice President (since 2013) Year of Birth: 1965		Vice President of the Sub-Adviser (since June 2009) and a portfolio manager of the Sub-Adviser (since November 2012). Sector manager for consumer discretionary and consumer staples for the Sub-Adviser’s Main Street Investment Team (since May 2009). Sector manager at RS Investment and Guardian Life Insurance Company. Guardian Life Insurance Company in February 2006 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Portfolio Manager at Solstice Equity Management (2002-2005); retail analyst at Goldman Sachs (1999-2001); Director of Strategy and Integration at Staples (1997-1999); investment banker at Merrill Lynch (1987-1992 and 1995-1997) and Montgomery Securities (1994-1995). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Magnus Krantz, Vice President (since 2013) Year of Birth: 1967		Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012); sector manager for technology for the Sub-Adviser’s Main Street Investment Team (since May 2009). Prior to joining the Sub-Adviser, Mr. Krantz was a sector manager at RS Investment and Guardian Life Insurance Company. Mr. Krantz joined Guardian Life Insurance Company in December 2005 and transitioned to RS Investments in October 2006 in connection with Guardian Life Insurance Company’s acquisition of an interest in RS Investments. Portfolio manager and analyst at Citigroup Asset Management (1998-2005) and as a consultant at Price Waterhouse (1997-1998). He also served as product development engineer at Newbridge Networks (1993-1996) and as a software engineer at Mitel Corporation (1990-1993). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Adam Weiner, Vice President (since 2013) Year of Birth: 1969		Vice President of the Sub-Adviser (since May 2009) and a portfolio manager of the Sub-Adviser (since November 2012). Sector manager for industrials and materials for the Sub-Adviser’s Main Street Investment Team (since May 2009). Sector manager at RS Investment for industrials and materials (January 2007-April 2009). Director and senior equity analyst at Credit Suisse Asset Management (CSAM) (September 2004-December 2006). Equity analyst at Credit Suisse First Boston 2004-2006 (buy-side) and 1999-2004 (sell-side) and Morgan Stanley (1996-1999); internal auditor at Dun and Bradstreet (1992-1996). Budget analyst, Information Resources Division of the Executive Office of the President (1990-1992). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

44 OPPENHEIMER MAIN STREET SMALL CAP FUND


Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2013) Year of Birth: 1958		Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.

Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2013) Year of Birth: 1959		Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

45 OPPENHEIMER MAIN STREET SMALL CAP FUND


TRUSTEES AND OFFICERS Unaudited / Continued

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request, by calling 1.800.CALL OPP (225.5677).

46 OPPENHEIMER MAIN STREET SMALL CAP FUND

OPPENHEIMER MAIN STREET SMALL CAP FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc. DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Ropes & Gray LLP

47 OPPENHEIMER MAIN STREET SMALL CAP FUND

As an Oppenheimer fund shareholder, you are entitled to know how we protect your personal information and how we limit its disclosure.

Information Sources

We obtain nonpublic personal information about our shareholders from the following sources:

—

Applications or other forms

—

When you create a user ID and password for online account access

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When you enroll in eDocs Direct, our electronic document delivery service

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Your transactions with us, our affiliates or others

—

A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited

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When you set up challenge questions to reset your password online

If you visit oppenheimerfunds.com and do not log on to the secure account information areas, we do not obtain any personal information about you. When you do log on to a secure area, we do obtain your user ID and password to identify you. We also use this information to provide you with products and services you have requested, to inform you about products and services that you may be interested in and assist you in other ways.

We do not collect personal information through our website unless you willingly provide it to us, either directly by email or in those areas of the website that request information. In order to update your personal information (including your mailing address, email address and phone number) you must first log on and visit your user profile.

If you have set your browser to warn you before accepting cookies, you will receive the warning message with each cookie. You can refuse cookies by turning them off in your browser. However, doing so may limit your access to certain sections of our website.

We use cookies to help us improve and manage our website. For example, cookies help us recognize new versus repeat visitors to the site, track the pages visited, and enable some special features on the website. This data helps us provide a better service for our website visitors.

Protection of Information

We do not disclose any non-public personal information (such as names on a customer list) about current or former customers to anyone, except as permitted by law.

Disclosure of Information

Copies of confirmations, account statements and other documents reporting activity in your fund accounts are made available to your financial advisor (as designated by you). We may also use details about you and your investments to help us, our financial service affiliates, or firms that jointly market their financial products and services with ours, to better serve your investment needs or suggest financial services or educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

We will not disclose your personal information to unaffiliated third parties (except as permitted by law), unless we first offer you a reasonable opportunity to refuse or “opt out” of such disclosure.

48 OPPENHEIMER MAIN STREET SMALL CAP FUND

Internet Security and Encryption

In general, the email services provided by our website are encrypted and provide a secure and private means of communication with us. To protect your own privacy, confidential and/or personal information should only be communicated via email when you are advised that you are using a secure website.

As a security measure, we do not include personal or account information in non-secure emails, and we advise you not to send such information to us in non-secure emails. Instead, you may take advantage of the secure features of our website to encrypt your email correspondence. To do this, you will need to use a browser that supports Secure Sockets Layer (SSL) protocol.

We do not guarantee or warrant that any part of our website, including files available for download, are free of viruses or other harmful code. It is your responsibility to take appropriate precautions, such as use of an anti-virus software package, to protect your computer hardware and software.

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All transactions, including redemptions, exchanges and purchases, are secured by SSL and 256-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

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Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

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You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.

Other Security Measures

We maintain physical, electronic and procedural safeguards to protect your personal account information. Our employees and agents have access to that information only so that they may offer you products or provide services, for example, when responding to your account questions.

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, do not allow it to be used by anyone else. Also, take special precautions when accessing your account on a computer used by others.

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated March 2015. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

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55 OPPENHEIMER MAIN STREET SMALL CAP FUND




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		Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2015 OppenheimerFunds Distributor, Inc. All rights reserved. RA1355.001.0415 June 25, 2015

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 F. William Marshall, Jr., the Chairman of the Board’s Audit Committee, is the audit committee financial expert and that Mr. Marshall is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a)	Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $19,700 in fiscal 2015 and $19,300 in fiscal 2014.

(b)	Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and $5,700 in fiscal 2014.

The principal accountant for the audit of the registrant’s annual financial statements billed $888,588 in fiscal 2015 and $883,775 in fiscal 2014 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, company reorganization, and system conversion testing.

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and no such fees in fiscal 2014.

The principal accountant for the audit of the registrant’s annual financial statements billed $550,189 in fiscal 2015 and $343,117 in fiscal 2014 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: 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 2015 and no such fees in fiscal 2014.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and no such fees in fiscal 2014 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 the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

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

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

Under applicable laws, pre-approval of non-audit services may be 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 its 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) 0%

(f)	Not applicable as less than 50%.

(g)

The principal accountant for the audit of the registrant’s annual financial statements billed $1,438,777 in fiscal 2015 and $1,232,592 in fiscal 2014 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 Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 4/30/2015, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12. Exhibits.

(a)	(1) Exhibit attached hereto.

(2) Exhibits attached hereto.

(3) Not applicable.

(b)	Exhibit attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Oppenheimer Main Street Small Cap Fund


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		6/11/2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		6/11/2015

By:		/s/ Brian W. Wixted
		Brian W. Wixted
		Principal Financial Officer
Date:		6/11/2015

Year Ended April 30, 2015

Period Ended April 30, 2014