Oppenheimer Quest For Value Funds NCSR Certified 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 811-5225

Oppenheimer Quest for Value Funds

(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
OppenheimerFunds, Inc.
Two World Financial Center, New York, New York 10281-1008
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 768-3200

Date of fiscal year end: October 31

Date of reporting period: 10/31/2011

Item 1. Reports to Stockholders.

October 31, 2011

MANAGEMENT COMMENTARY

An Interview with your Fund’s Portfolio Manager

ANNUAL REPORT

Listing of Top Holdings

Fund Performance Discussion

Financial Statements

TOP HOLDINGS AND ALLOCATIONS


Top Ten Common Stock Industries

Metals & Mining	7.0	%
Oil, Gas & Consumable Fuels	3.9
Beverages	3.1
Internet Software & Services	2.4
Food & Staples Retailing	2.4
Pharmaceuticals	2.2
Software	2.2
Communications Equipment	1.9
IT Services	1.9
Machinery	1.8

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on net assets.


Top Ten Common Stock Holdings

America Movil SAB de CV, ADR, Series L	0.8	%
Infosys Ltd.	0.8
NHN Corp.	0.7
Roche Holding AG	0.6
QUALCOMM, Inc.	0.6
High Tech Computer Corp.	0.6
Apple, Inc.	0.5
BT Group plc	0.5
Oracle Corp.	0.5
Vale SA, Sponsored ADR, Preference	0.5

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on net assets. For more current Top 10 Fund Holdings, please visit oppenheimerfunds.com.

7 | OPPENHEIMER GLOBAL ALLOCATION FUND

TOP HOLDINGS AND ALLOCATIONS

Portfolio Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on the total market value of investments.

8 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND PERFORMANCE DISCUSSION

How has the Fund performed? Below is a discussion of the Fund’s performance during its fiscal year ended October 31, 2011, followed by a graphical comparison of the Fund’s performance to the S&P 500 Index and the Fund’s Reference Index.

Management’s Discussion of Fund Performance. Oppenheimer Global Allocation Fund’s Class A shares (without sales charge) returned -0.37% during the period. In comparison, the S&P 500 Index returned 8.09% and the Fund’s Reference Index (the “Index”) returned 3.33%.

Relative to the Index, the Fund’s investments in emerging market equities and synthetic exposure to U.S. stocks were among the most significant detractors from performance. Although we had a significant allocation to emerging market bonds over the first half of the reporting period, we completely exited this position in the closing months of 2010 as yield compression coupled with the threat of inflation made us less constructive on this asset class. Trading out of these markets significantly mitigated the negative impact of these strategies over the reporting period. However, developing market equities were also adversely impacted by a number of issues in the weakening global economy, including growth concerns as policy-makers in emerging markets implemented measures to mitigate inflation, a possible slowdown in China’s economy and ongoing European sovereign debt issues. Thus, emerging market equities experienced declines and underperformed their developed market counterparts; the MSCI Emerging Markets Index returned -7.72% versus the MSCI World Index, which returned 1.76%. However, more recently, lower food and energy prices combined with more restrictive monetary policy fed through to lower inflation, and developing markets began to fare better, producing positive results in the last month of the period. Our outlook on emerging market equities remained positive and we maintained a sizable allocation to this strategy at period end.

The Fund’s strongest contributors to performance were its cash investments in U.S. and international developed market equities. Stocks domiciled in the U.S. and international developed markets generally produced solid results despite the extreme market volatility over the third quarter of 2011. At period end, the Fund had its most significant equity exposure to developed market equities, and particularly to what we view as high-quality U.S.-based stocks. The Fund also benefited from its exposure to leveraged loans and investment grade corporate bonds, which performed well despite significant bouts of risk aversion in the second half of the period. We believe these securities continue to have the potential to offer attractive risk-adjusted returns given higher yields, and their superior position in the capital structure.

We use derivatives to cheaply mitigate downside risk and efficiently access market upside. This is what we call “return shaping.” The Fund’s derivatives strategies detracted

9 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND PERFORMANCE DISCUSSION

from performance for the one-year period, primarily due to long exposure to equities sourced via options. This strategy, termed a “long risk reversal”, involved purchasing cheap call options, funded by selling expensive put options.¹ Such a strategy appeared attractive since investors were generally willing to pay a premium for downside protection in the form of put options. As equities experienced significant volatility in the second half of the reporting period, the strategy experienced losses. However, we believe implementing our constructive equity views with options rather than holding actual stocks was marginally beneficial as they would have outperformed a similar cash allocation to equities during the late summer sell-off.

Other equity strategies benefited performance. For example, in May 2011 we implemented a put spread as a downside hedge since risk tolerance among investors had increased significantly, reducing the cost of buying protection against a market decline. A put spread involves selling put options struck “out of the money” and using the proceeds to partially fund the purchase of put options struck “nearer to the money”.² In August, we closed the position given the significant selloff in stocks and took profits.

The return shaping strategy that most significantly benefited performance was our exposure to long 10-year Treasury futures call options, which was established to protect against downward market movements. These call options significantly increased in value over the second half of the period as a result of the increase in Treasury bond prices. However, at the same time, the call options became more sensitive to changes in interest rates as they moved closer to the money. In response, we sold them for gains and bought cheaper, further-out of the money call options. This reduced potential negative exposure should interest rates rise materially, while preserving the hedging benefits associated with additional yield compression.

Finally, in August 2011, we implemented a strategy that partially hedged our exposure to gold spot prices. At that point, gold prices had run up considerably, and rather than selling our exposure to gold stocks outright, we took advantage of relatively expensive call options and cheap put options to hedge a portion of the risk that gold spot prices may decline significantly.


1.		A call option gives the buyer the right, but not the obligation, to purchase an underlying asset at a specified (strike) price. A put option gives the buyer the right, but not the obligation, to sell an underlying asset at a specified price.

2.		“Out of the money” is when the strike price is below the current trading price of the underlying security. “Nearer to the money” is when the strike price is closer to the current trading price of the underlying security.

10 | OPPENHEIMER GLOBAL ALLOCATION FUND

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each Class of shares of the Fund held until October 31, 2011. Performance is measured over a ten-fiscal-year period for all Classes. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results. Prior to 8/16/10, the Fund was managed by a Sub-Adviser. Because of changes to certain non-fundamental investment policies in connection with a change from a balanced strategy to a global allocation strategy, performance prior to 8/16/10 is not indicative of performance for any subsequent periods.

The Fund’s performance is compared to the performance of the S&P 500 Index and the Fund’s Reference Index. The S&P 500 Index is an unmanaged index of large-capitalization equity securities that is a measure of the general domestic stock market. The Fund’s Reference Index is a customized weighted index currently comprised of the following underlying broad-based security indices: 30% of the Russell 1000 Index, 30% of the MSCI All Country World Ex. U.S. Index, 20% of the Barclays Capital U.S. Aggregate Bond Index and 20% of the Barclays Multiverse Index (ex-U.S.). The performance of the Reference Index is shown for 7 years (1/31/03 - 10/31/11) because performance data for certain sub-indexes was unavailable for the full 10-year period. Index performance includes reinvestment of income but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the securities comprising the indices.

11 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND PERFORMANCE DISCUSSION

Class A Shares

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

12 | OPPENHEIMER GLOBAL ALLOCATION FUND

Class B Shares

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

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


1.		The performance of the Reference Index is shown for 7 years (1/31/03 - 10/31/11) because performance data for certain sub-indexes was unavailable for the full 10-year period.

13 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND PERFORMANCE DISCUSSION

Class C Shares

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

14 | OPPENHEIMER GLOBAL ALLOCATION FUND

Class N Shares

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


1.		The performance of the Reference Index is shown for 7 years (1/31/03 - 10/31/11) because performance data for certain sub-indexes was unavailable for the full 10-year period.

15 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND PERFORMANCE DISCUSSION

Class Y Shares

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


1.		The performance of the Reference Index is shown for 7 years (1/31/03 - 10/31/11) because performance data for certain sub-indexes was unavailable for the full 10-year period.

16 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES

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

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

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. Prior to August 16, 2010, the Fund was sub-advised by Oppenheimer Capital LLC, an indirect wholly-owned subsidiary of Allianz Global Investors of America L.P., neither of which is affiliated with OppenheimerFunds, Inc., the Fund’s investment adviser.

Class A shares of the Fund were first publicly offered on 11/1/91. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 9/1/93. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charges of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B does not include any contingent deferred sales charge on redemptions and uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class C shares of the Fund were first publicly offered on 9/1/93. Unless otherwise noted, Class C returns include the contingent deferred sales charge of 1% for the 1-year period. Class C shares are subject to an annual 0.75% asset-based sales charge.

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

Class Y shares of the Fund were first publicly offered on 5/1/00. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals. There is no sales charge for Class Y shares.

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

17 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND EXPENSES

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2011.

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

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

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

18 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	May 1, 2011		October 31, 2011		October 31, 2011

Actual
Class A	$	1,000.00	$	907.40	$	6.51
Class B		1,000.00		903.40		10.66
Class C		1,000.00		904.00		9.94
Class N		1,000.00		906.70		7.67
Class Y		1,000.00		908.80		4.87

Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.40		6.89
Class B		1,000.00		1,014.06		11.28
Class C		1,000.00		1,014.82		10.52
Class N		1,000.00		1,017.19		8.12
Class Y		1,000.00		1,020.11		5.16

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended October 31, 2011 are as follows:


Class	Expense Ratios

Class A		1.35	%
Class B		2.21
Class C		2.06
Class N		1.59
Class Y		1.01

The expense ratios reflect voluntary waivers and/or reimbursements of expenses by the Fund’s Manager and Transfer Agent. 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.

19 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS October 31, 2011


	Shares		Value

Wholly-Owned Subsidiary—4.9%
Oppenheimer Global Allocation Fund (Cayman) Ltd.^1,2(Cost $90,469,194)		2,921	$	99,087,421

Common Stocks—63.4%
Consumer Discretionary—7.3%
Auto Components—0.1%
Dana Holding Corp.²		10,239		144,779
Johnson Controls, Inc.		81,640		2,688,405

				2,833,184

Automobiles—0.4%
Bayerische Motoren Werke (BMW) AG		45,433		3,712,845
PT Astra International Tbk		474,000		3,628,310

				7,341,155

Distributors—0.1%
CFAO		70,340		2,725,225
Diversified Consumer Services—0.7%
Ambow Education Holding Ltd., ADR²		49,310		330,377
Anhanguera Educacional Participacoes SA		74,700		1,109,938
Benesse Holdings, Inc.		57,900		2,532,847
Dignity plc		214,078		2,801,546
Estacio Participacoes SA		193,800		2,280,199
Kroton Educacional SA²		78,300		875,194
MegaStudy Co. Ltd.		18,957		2,101,966
New Oriental Education & Technology Group, Inc., Sponsored ADR²		31,820		943,145
Zee Learn Ltd.²		141,041		55,285

				13,030,497

Hotels, Restaurants & Leisure—1.4%
Carnival Corp.		72,560		2,554,838
Ctrip.com International Ltd., ADR²		107,890		3,761,045
Domino’s Pizza UK & IRL plc		222,020		1,626,121
Gaylord Entertainment Co., Cl. A²		11,016		257,664
Genting Berhad		245,900		856,955
Genting Singapore plc²		1,162,000		1,586,707
Home Inns & Hotels Management, Inc., ADR²		54,310		1,855,230
Jollibee Foods Corp.		989,530		2,092,290
McDonald’s Corp.		73,305		6,806,369
William Hill plc		1,399,123		4,859,238

20 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Hotels, Restaurants & Leisure Continued
Yum! Brands, Inc.		41,430	$	2,219,405

				28,475,862

Household Durables—0.1%
SEB SA		34,460		2,891,932
Internet & Catalog Retail—0.3%
Amazon.com, Inc.²		12,986		2,772,641
B2W Companhia Global do Varejo		246,617		2,005,285
Yoox SpA²		62,853		897,606

				5,675,532

Leisure Equipment & Products—0.1%
Nintendo Co. Ltd.		8,900		1,346,081
Media—1.0%
Grupo Televisa SA, Sponsored GDR		264,390		5,639,439
SES, FDR		89,160		2,274,817
Time Warner Cable, Inc.		44,308		2,821,977
TV18 Broadcast Ltd.²		212,507		197,544
Walt Disney Co. (The)		112,116		3,910,606
Zee Entertainment Enterprises Ltd.		2,064,492		5,145,679

				19,990,062

Multiline Retail—0.5%
Lojas Americanas SA		1,800		13,997
Lojas Americanas SA, Preference		493,599		4,413,166
Pinault-Printemps-Redoute SA		15,870		2,469,984
Shinsegae Co. Ltd.		8,651		2,166,793

				9,063,940

Specialty Retail—1.0%
Bed Bath & Beyond, Inc.²		13,726		848,816
Hennes & Mauritz AB, Cl. B		49,044		1,617,474
Industria de Diseno Textil SA		77,449		7,010,976
Limited Brands, Inc.		59,940		2,560,037
O’Reilly Automotive, Inc.²		31,221		2,374,357
Tiffany & Co.		51,653		4,118,294
TJX Cos., Inc. (The)		31,333		1,846,454

				20,376,408

21 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Textiles, Apparel & Luxury Goods—1.6%
Burberry Group plc		216,837	$	4,640,485
Coach, Inc.		72,624		4,725,644
Compagnie Financiere Richemont SA, Cl. A		42,197		2,394,239
Li Ning Co. Ltd.		731,000		697,914
Luxottica Group SpA		103,201		3,031,983
LVMH Moet Hennessy Louis Vuitton SA		28,970		4,801,204
Nike, Inc., Cl. B		50,291		4,845,538
Ralph Lauren Corp.		27,573		4,378,317
Swatch Group AG (The), Cl. B		8,976		3,763,733

				33,279,057

Consumer Staples—8.8%
Beverages—3.1%
Anadolu Efes Biracilik ve Malt Sanayii AS		48,727		592,417
Anheuser-Busch InBev NV, Sponsored ADR		26,920		1,493,252
Brown-Forman Corp., Cl. B		37,650		2,813,585
C&C Group plc		1,127,626		4,571,668
Carlsberg AS, Cl. B		96,864		6,508,617
Coca-Cola Co. (The)		92,630		6,328,482
Companhia de Bebidas das Americas, Sponsored ADR, Preference		151,000		5,091,720
Diageo plc		242,792		5,032,060
East African Breweries Ltd.		80,873		126,173
Fomento Economico Mexicano SA de CV, Sponsored ADR		129,130		8,658,167
Fomento Economico Mexicano SA de CV, UBD		1,015,259		6,812,832
Grupo Modelo SA de CV, Series C		169,853		1,080,524
Heineken NV		26,221		1,269,922
Nigerian Breweries plc		2,291,022		1,316,492
Pernod-Ricard SA		47,480		4,434,620
SABMiller plc		165,840		6,017,719

				62,148,250

Food & Staples Retailing—2.4%
Almacenes Exito SA		168,797		2,171,023
BIM Birlesik Magazalar AS		59,495		1,808,705
Cencosud SA		248,649		1,570,393
Companhia Brasileira de Distribuicao Grupo Pao de Acucar, Sponsored ADR		151,810		5,949,434
Costco Wholesale Corp.		60,427		5,030,548
Dairy Farm International Holdings Ltd.		168,828		1,367,507

22 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Food & Staples Retailing Continued
E-Mart Co. Ltd.²		22,486	$	5,833,809
Etablissements Economiques du Casino Guichard-Perrachon SA		24,600		2,301,455
Magnit		68,702		7,457,758
Magnit OJSC, Sponsored GDR		87,400		2,195,619
Shoppers Drug Mart Corp.		115,288		4,846,318
Sun Art Retail Group Ltd.²		32,000		41,006
Wal-Mart de Mexico SAB de CV, Series V		1,745,213		4,504,789
Woolworths Ltd.		78,324		1,947,813
Wumart Stores, Inc.²		367,000		741,541

				47,767,718

Food Products—1.7%
Aryzta AG		107,874		5,216,737
Barry Callebaut AG		6,034		5,736,356
Mead Johnson Nutrition Co., Cl. A		5,360		385,116
Nestle SA		87,598		5,079,447
Nestle SA, Sponsored ADR		37,075		2,141,452
Tingyi Holding Corp. (Cayman Islands)		1,688,000		4,770,731
Unilever NV CVA		55,354		1,903,474
Unilever NV, NY Shares		63,181		2,181,640
Unilever plc		138,236		4,614,433
Want Want China Holdings Ltd.		3,767,000		3,468,981

				35,498,367

Household Products—0.8%
Colgate-Palmolive Co.		65,406		5,910,740
Hindustan Unilever Ltd.		618,923		4,776,492
Reckitt Benckiser Group plc		78,192		4,020,678
Unilever Indonesia Tbk		1,259,500		2,211,691

				16,919,601

Personal Products—0.6%
Colgate-Palmolive (India) Ltd.		128,579		2,637,823
Dabur India Ltd.		560,636		1,161,465
Estee Lauder Cos., Inc. (The), Cl. A		4,950		487,328
L’Oreal SA		15,230		1,681,896
Marico Ltd.		579,300		1,838,604
Natura Cosmeticos SA		193,300		3,771,762

				11,578,878

23 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Tobacco—0.2%
Eastern Tobacco Co.		19,635	$	309,831
Philip Morris International, Inc.		53,413		3,731,966

				4,041,797

Energy—5.5%
Energy Equipment & Services—1.6%
Baker Hughes, Inc.		72,910		4,228,051
Cameron International Corp.²		30,710		1,509,089
Ensco plc, Sponsored ADR		9,310		462,335
Eurasia Drilling Co. Ltd., GDR³		89,590		2,104,600
Eurasia Drilling Co. Ltd., GDR^3,4		1,500		35,237
Halliburton Co.		71,749		2,680,543
National Oilwell Varco, Inc.		57,230		4,082,216
Saipem SpA		56,831		2,524,643
Schlumberger Ltd.		80,281		5,898,245
Schoeller-Bleckmann Oilfield Equipment AG		26,077		2,055,336
Technip SA		44,390		4,196,937
Tenaris SA, ADR		128,390		4,084,086

				33,861,318

Oil, Gas & Consumable Fuels—3.9%
Apache Corp.		25,540		2,544,550
BG Group plc		329,330		7,136,853
Cairn Energy plc²		1,150,340		5,417,977
Chevron Corp.		72,222		7,586,921
China Shenhua Energy Co. Ltd.		1,027,500		4,703,937
CNOOC Ltd.		2,575,000		4,866,953
ConocoPhillips		35,193		2,451,192
Exxon Mobil Corp.		56,213		4,389,673
NovaTek OAO, Sponsored GDR^3,4		19,900		2,770,661
NovaTek OAO, Sponsored GDR³		57,500		8,005,679
Occidental Petroleum Corp.		61,906		5,753,544
Peabody Energy Corp.		43,400		1,882,258
Petroleo Brasileiro SA, Sponsored ADR		329,400		8,330,526
Range Resources Corp.		1,068		73,521
Royal Dutch Shell plc, ADR		66,510		4,716,224
Tsakos Energy Navigation Ltd.		47,350		283,153
Tullow Oil plc		313,970		7,047,567

24 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Oil, Gas & Consumable Fuels Continued
Uranium Energy Corp.²		127,770	$	429,307
Whiting Petroleum Corp.²		1,105		51,438

				78,441,934

Financials—5.4%
Capital Markets—0.8%
BinckBank NV		317,203		3,667,442
Charles Schwab Corp. (The)		28,190		346,173
Collins Stewart Hawkpoint plc		657,294		642,043
Egyptian Financial Group-Hermes Holding SAE²		440,863		945,471
Goldman Sachs Group, Inc. (The)		10,385		1,137,677
ICAP plc		899,340		5,802,904
Swissquote Group Holding SA		18,366		772,050
T. Rowe Price Group, Inc.		26,876		1,420,128
Tullett Prebon plc		359,710		2,022,359

				16,756,247

Commercial Banks—1.5%
Banco Davivienda SA		51,442		557,426
Banco Santander Chile SA		17,372,692		1,363,554
Bancolombia SA, Sponsored ADR		33,430		2,085,363
Commercial International Bank		374,182		1,671,390
Credicorp Ltd.		19,020		2,068,996
Grupo Financiero Inbursa SA de CV		975,129		2,091,914
HDFC Bank Ltd., ADR		139,230		4,408,022
ICICI Bank Ltd., Sponsored ADR		132,880		4,937,821
PT Bank Central Asia Tbk		396,500		358,520
Siam Commercial Bank Public Co. Ltd.		676,500		2,551,661
Standard Bank Group Ltd.		153,228		1,882,061
Standard Chartered plc		32,687		761,483
U.S. Bancorp		66,278		1,696,054
Wells Fargo & Co.		151,594		3,927,801

				30,362,066

Consumer Finance—0.2%
American Express Co.		94,476		4,782,375
Diversified Financial Services—1.0%
BM&F BOVESPA SA		1,320,800		7,947,033
Haci Omer Sabanci Holding AS		1,240,106		4,229,001

25 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Diversified Financial Services Continued
Hong Kong Exchanges & Clearing Ltd.		213,900	$	3,585,440
JPMorgan Chase & Co.		150,347		5,226,062
JSE Ltd.		24,821		219,825

				21,207,361

Insurance—0.8%
AIA Group Ltd.		1,242,200		3,746,659
Chubb Corp.		39,368		2,639,624
Marsh & McLennan Cos., Inc.		55,000		1,684,100
Prudential Financial, Inc.		80,490		4,362,558
Prudential plc		288,612		2,985,573

				15,418,514

Real Estate Management & Development—0.6%
Hang Lung Group Ltd.		353,500		2,150,430
Hang Lung Properties Ltd.		883,570		3,215,816
Medinet Nasr for Housing & Development Co.²		20,301		44,218
Multiplan Empreendimentos Imobiliarios SA		93,400		1,886,116
SM Prime Holdings, Inc.		17,507,683		5,263,491

				12,560,071

Thrifts & Mortgage Finance—0.5%
Housing Development Finance Corp. Ltd.		664,915		9,326,729
Health Care—4.7%
Biotechnology—0.6%
Celgene Corp.²		25,144		1,630,086
CSL Ltd.		164,900		4,938,323
Grifols SA²		282,759		5,257,637

				11,826,046

Health Care Equipment & Supplies—1.3%
Baxter International, Inc.		101,079		5,557,323
Covidien plc		44,013		2,070,372
DiaSorin SpA		36,645		1,189,048
Essilor International SA		43,870		3,180,833
Nobel Biocare Holding AG		109,191		1,338,929
Smith & Nephew plc		198,692		1,812,766
Sonova Holding AG		26,729		2,818,022
Straumann Holding AG		10,255		1,803,586

26 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Health Care Equipment & Supplies Continued
Stryker Corp.		35,473	$	1,699,511
Terumo Corp.		48,800		2,477,536
William Demant Holding AS²		36,125		2,866,922

				26,814,848

Health Care Providers & Services—0.4%
Diagnosticos da America		161,300		1,300,284
Express Scripts, Inc.²		29,091		1,330,331
Sonic Healthcare Ltd.		385,900		4,455,124

				7,085,739

Life Sciences Tools & Services—0.2%
Illumina, Inc.²		17,480		535,238
Mettler-Toledo International, Inc.²		7,937		1,219,123
Thermo Fisher Scientific, Inc.²		47,123		2,368,873

				4,123,234

Pharmaceuticals—2.2%
Allergan, Inc.		82,469		6,937,292
Bristol-Myers Squibb Co.		241,817		7,638,999
BTG plc²		248,340		1,097,891
Cipla Ltd.		233,329		1,410,038
Johnson & Johnson		51,897		3,341,648
Novo Nordisk AS, Cl. B		24,888		2,628,101
Novo Nordisk AS, Sponsored ADR		23,234		2,469,774
Pfizer, Inc.		213,414		4,110,354
PT Kalbe Farma Tbk		1,605,000		623,798
Roche Holding AG		71,698		11,818,980
Sun Pharmaceutical Industries Ltd.		325,070		3,355,374

				45,432,249

Industrials—9.0%
Aerospace & Defense—1.4%
Embraer SA		540,200		3,712,823
Embraer SA, ADR		156,870		4,364,123
European Aeronautic Defense & Space Co.		155,330		4,556,175
General Dynamics Corp.		31,150		1,999,519
Goodrich Corp.		23,592		2,893,087
Honeywell International, Inc.		46,850		2,454,940
Precision Castparts Corp.		10,340		1,686,971

27 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Aerospace & Defense Continued
Raytheon Co.		35,074	$	1,549,920
United Technologies Corp.		71,962		5,611,597

				28,829,155

Air Freight & Logistics—0.3%
United Parcel Service, Inc., Cl. B		78,831		5,537,089
Commercial Services & Supplies—0.7%
Aggreko plc		189,639		5,184,955
Alexco Resource Corp.²		9,770		74,838
De La Rue plc		144,440		1,954,397
Edenred		75,200		2,118,794
Prosegur Compania de Seguridad SA		96,985		4,811,787

				14,144,771

Construction & Engineering—0.6%
Koninklijke Boskalis Westminster NV		105,966		3,701,244
Leighton Holdings Ltd.		57,000		1,275,541
Outotec OYJ		83,894		3,877,332
Trevi Finanziaria SpA		257,612		2,871,391

				11,725,508

Electrical Equipment—1.2%
ABB Ltd.		290,944		5,485,098
Ceres Power Holdings plc²		793,283		199,606
Emerson Electric Co.		91,384		4,397,398
Legrand SA		93,940		3,313,754
Nidec Corp.		99,100		8,155,872
Schneider Electric SA		53,650		3,107,599

				24,659,327

Industrial Conglomerates—0.9%
Danaher Corp.		52,180		2,522,903
Enka Insaat ve Sanayi AS		1,361,607		3,509,209
General Electric Co.		165,042		2,757,852
Siemens AG		48,331		5,065,538
SM Investments Corp.		188,789		2,438,892
Tyco International Ltd.		40,262		1,833,934

				18,128,328

28 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Machinery—1.8%
Aalberts Industries NV		447,442	$	7,866,338
Atlas Copco AB, Cl. A		128,335		2,790,627
Caterpillar, Inc.		57,495		5,430,978
Cummins, Inc.		17,087		1,698,960
Deere & Co.		51,495		3,908,471
Fanuc Ltd.		16,400		2,648,179
Joy Global, Inc.		31,394		2,737,557
Parker-Hannifin Corp.		32,666		2,663,912
Shanghai Zhenhua Port Machinery Co. Ltd., B Shares²		858,920		442,960
Vallourec SA		55,290		3,348,213
Weir Group plc (The)		118,790		3,631,388

				37,167,583

Professional Services—0.8%
Capita Group plc		523,936		6,101,151
Experian plc		697,422		9,036,370

				15,137,521

Road & Rail—0.3%
Union Pacific Corp.		58,901		5,864,773
Trading Companies & Distributors—0.7%
Brenntag AG		46,773		4,703,946
Bunzl plc		560,286		7,219,320
Wolseley plc		93,090		2,680,774

				14,604,040

Transportation Infrastructure—0.3%
DP World Ltd.²		326,320		3,566,912
Koninklijke Vopak NV		52,150		2,687,218

				6,254,130

Information Technology—11.8%
Communications Equipment—1.9%
Cisco Systems, Inc.		301,110		5,579,568
High Tech Computer Corp.		514,600		11,442,918
Juniper Networks, Inc.²		60,319		1,476,006
QUALCOMM, Inc.		225,774		11,649,938
Telefonaktiebolaget LM Ericsson, B Shares		816,555		8,500,211

				38,648,641

29 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Computers & Peripherals—0.7%
Apple, Inc.²		26,353	$	10,667,167
Gemalto NV		75,550		3,422,568

				14,089,735

Electronic Equipment & Instruments—1.2%
Corning, Inc.⁵		421,789		6,027,365
Hoya Corp.		261,500		5,736,544
Ibiden Co. Ltd.		33,600		737,056
Keyence Corp.		15,400		3,916,983
Nippon Electric Glass Co. Ltd.		134,000		1,194,723
Omron Corp.		59,400		1,272,131
Phoenix Mecano AG		5,352		2,833,609
Synnex Technology International Corp.		1,234,000		3,029,389

				24,747,800

Internet Software & Services—2.4%
Baidu, Inc., ADR²		39,190		5,493,654
DeNA Co. Ltd		93,700		4,073,085
eAccess Ltd.		2,858		768,308
eBay, Inc.²		76,467		2,433,945
Google, Inc., Cl. A²		9,949		5,896,175
Mail.ru Group Ltd., GDR²		11,100		382,395
Netease.com, Inc., ADR²		28,100		1,331,097
NHN Corp.²		65,383		13,650,219
Telecity Group plc²		411,750		3,955,761
Tencent Holdings Ltd.		244,400		5,597,979
United Internet AG		137,808		2,710,339
Yandex NV, Cl. A²		80,310		2,210,131

				48,503,088

IT Services—1.9%
Accenture plc, Cl. A		52,169		3,143,704
Automatic Data Processing, Inc.		77,000		4,029,410
Infosys Ltd.		274,593		16,169,645
International Business Machines Corp.		38,693		7,143,889
Tata Consultancy Services Ltd.		200,798		4,551,023
Visa, Inc., Cl. A		29,208		2,723,938

				37,761,609

30 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Office Electronics—0.2%
Canon, Inc.		86,700	$	3,959,257
Semiconductors & Semiconductor Equipment—1.3%
Analog Devices, Inc.		49,860		1,823,380
ARM Holdings plc		398,090		3,729,134
Broadcom Corp., Cl. A		127,606		4,605,301
Epistar Corp.		1,571,000		2,910,088
Intel Corp.		92,865		2,278,907
Taiwan Semiconductor Manufacturing Co. Ltd.		1,718,000		4,189,901
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		304,752		3,845,970
Texas Instruments, Inc.		78,628		2,416,238

				25,798,919

Software—2.2%
Aveva Group plc		75,040		1,898,387
Compugroup Medical AG		75,928		977,073
Dassault Systemes SA		56,070		4,730,300
Intuit, Inc.		45,886		2,462,702
Microsoft Corp.		209,761		5,585,935
Oracle Corp.⁵		304,689		9,984,659
Sage Group plc (The)		339,400		1,517,649
SAP AG		145,935		8,809,208
Temenos Group AG²		301,394		5,706,695
Totvs SA		22,600		376,480
Vmware, Inc., Cl. A²		28,615		2,797,116

				44,846,204

Materials—8.5%
Chemicals—1.3%
Albemarle Corp.		13,930		742,330
Asian Paints Ltd.		23,714		1,538,671
E.I. du Pont de Nemours & Co.		43,444		2,088,353
Ecolab, Inc.		31,993		1,722,503
Filtrona plc		978,585		6,218,856
Huntsman Corp.		3,537		41,524
LyondellBasell Industries NV, Cl. A		9,732		319,794
Monsanto Co.		32,971		2,398,640
Mosaic Co. (The)		29,210		1,710,538
Orica Ltd.		80,700		2,166,504
Praxair, Inc.		49,502		5,032,868

31 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Chemicals Continued
Sika AG		1,246	$	2,439,083
Solutia, Inc.²		2,973		48,311

				26,467,975

Construction Materials—0.2%
James Hardie Industries SE, CDI²		580,700		3,753,163
Metals & Mining—7.0%
Agnico-Eagle Mines Ltd.^3,5		81,780		3,548,434
Agnico-Eagle Mines Ltd.³		1,415		61,384
Alacer Gold Corp.²		169,184		1,951,960
Alamos Gold, Inc.⁵		123,320		2,282,673
Allied Nevada Gold Corp.^2,3,5		58,766		2,228,598
Allied Nevada Gold Corp.^2,3,5		23,460		891,011
Anglo American Platinum Ltd.		55,090		3,966,799
Anglo American plc		123,717		4,533,655
AngloGold Ashanti Ltd., Sponsored ADR⁵		13,440		607,622
Argonaut Gold, Inc.²		2,913		17,827
Augusta Resource Corp.²		7,300		27,886
Aura Minerals, Inc.²		25,437		40,066
AuRico Gold, Inc.^2,3		10,917		105,693
AuRico Gold, Inc.^2,3,5		123,610		1,202,725
Aurizon Mines Ltd.²		117,100		662,597
Avion Gold Corp.²		156,369		334,152
B2Gold Corp.²		217,723		801,649
Banro Corp.^2,3		66,630		287,842
Banro Corp.^2,3		101,122		430,155
Barrick Gold Corp.⁵		117,290		5,805,855
Bear Creek Mining Corp.²		102,735		394,758
Bear Creek Mining Corp., Legend Shares²		2,210		8,492
Brigus Gold Corp.²		71,302		93,710
Canaco Resources, Inc.²		219,163		358,400
Centamin Egypt Ltd.²		301,356		520,022
Centerra Gold, Inc.⁵		85,445		1,693,898
CGA Mining Ltd.²		100,404		249,814
Chesapeake Gold Corp.²		24,706		336,106
China Gold International Resources Corp. Ltd.^2,3		3,300		9,685
China Gold International Resources Corp. Ltd.^2,3		129,346		390,601
Claude Resources, Inc.²		118,287		231,412

32 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Metals & Mining Continued
Coeur d’Alene Mines Corp.^2,5		42,290	$	1,081,355
Colossus Minerals, Inc.²		121,962		868,754
Continental Gold Ltd.²		65,100		532,948
Copper Mountain Mining Corp.²		56,195		299,932
Detour Gold Corp.²		94,359		3,124,000
Detour Gold Corp., Legend Shares^2,4		1,505		49,827
Duluth Metals Ltd.²		190,692		510,808
Dundee Precious Metals, Inc.²		40,314		323,564
Eldorado Gold Corp.^3,5		172,627		3,243,846
Eldorado Gold Corp.^3,5		71,250		1,344,488
Eldorado Gold Corp., CDI		43,500		814,198
European Goldfields Ltd.^2,5		102,547		1,154,329
Extorre Gold Mines Ltd.²		164,152		1,221,979
Extorre Gold Mines Ltd., Legend Shares²		44,674		332,562
First Majestic Silver Corp.²		59,004		1,002,195
Franco-Nevada Corp.³		16,745		663,416
Franco-Nevada Corp.³		2,160		85,882
Freeport-McMoRan Copper & Gold, Inc., Cl. B⁵		138,020		5,556,685
Gabriel Resources Ltd.²		5,348		37,987
Gold Canyon Resources, Inc.²		49,031		144,129
Gold Fields Ltd., Sponsored ADR		1,300		22,659
Gold Resource Corp.		32,500		731,250
Goldcorp, Inc.^3,5		95,990		4,688,152
Goldcorp, Inc.³		48,858		2,377,339
Great Basin Gold Ltd.²		240,590		344,044
Guyana Goldfields, Inc.²		49,032		430,921
High River Gold Mines Ltd.²		93,103		123,297
IAMGOLD Corp.⁵		162,130		3,485,795
Impala Platinum Holdings Ltd.		387,899		8,903,794
Inmet Mining Corp.		2,500		149,235
International Minerals Corp.²		51,265		355,396
International Tower Hill Mines Ltd.²		8,797		44,305
International Tower Hill Mines Ltd., Legend Shares²		17,274		86,998
Intrepid Mines Ltd.²		2,885		3,415
Ivanhoe Mines Ltd.²		80,127		1,643,405
Kinross Gold Corp.³		161,470		2,317,095
Kinross Gold Corp.³		264,552		3,771,541
Kirkland Lake Gold, Inc.²		55,225		1,032,196

33 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Shares		Value

Metals & Mining Continued
Koza Altin Isletmeleri AS		5,473	$	75,051
Lake Shore Gold Corp.²		464,312		689,422
Lake Shore Gold Corp., Legend Shares^2,4		12,782		18,979
Lydian International Ltd.²		117,471		282,850
Lydian International Ltd., Legend Shares²		28,603		68,871
MAG Silver Corp.²		57,676		541,029
Medusa Mining Ltd.		59,300		413,014
Minefinders Corp. Ltd.²		80,990		1,147,628
Minera Andes, Inc.²		160,523		307,599
New Gold, Inc.²		285,868		3,541,981
Newcrest Mining Ltd.		60,030		2,120,656
Newmont Mining Corp.⁵		71,540		4,781,018
Orbite Aluminae, Inc.²		66,188		182,610
Osisko Mining Corp.^2,5		125,594		1,514,562
Pan American Silver Corp.		32,310		903,388
Paramount Gold & Silver Corp.²		105,300		280,098
Perseus Mining Ltd.²		98,708		316,394
Petra Diamonds Ltd.²		56,530		104,529
Premier Gold Mines Ltd.²		187,761		988,959
Pretium Resources, Inc.²		5,447		54,101
Queenston Mining, Inc.²		27,752		169,282
Rainy River Resources Ltd.²		119,667		890,824
Rainy River Resources Ltd., Legend Shares²		10,556		78,581
Randgold Resources Ltd., ADR⁵		18,320		2,007,322
Real Gold Mining Ltd.		273,000		227,772
Rio Alto Mining Ltd.²		85,514		238,504
Rio Tinto plc		99,314		5,370,241
Romarco Minerals, Inc.²		833,754		819,743
Royal Gold, Inc.		8,050		576,219
Rubicon Minerals Corp.²		351,140		1,425,628
San Gold Corp.²		535,438		1,106,599
SEMAFO, Inc.²		273,109		2,096,096
Silver Lake Resources Ltd.²		112,100		376,865
Silver Standard Resources, Inc.²		35,780		700,930
Silver Wheaton Corp.		117,010		4,048,546
Silvercorp Metals, Inc.		23,366		217,309
Tahoe Resources, Inc.²		63,307		1,194,687
Timmins Gold Corp.²		141,251		338,691

34 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Shares		Value

Metals & Mining Continued
Trelawney Mining & Exploration, Inc.²		107,260	$	393,852
US Gold Corp.²		137,470		624,114
Vale SA, Sponsored ADR, Preference		417,900		9,862,440
Walter Industries, Inc.		550		41,608
Yamana Gold, Inc.		127,018		1,896,190
Zhaojin Mining Industry Co. Ltd.		554,500		974,331

				140,988,315

Paper & Forest Products—0.0%
AbitibiBowater, Inc.²		5,078		86,326
Telecommunication Services—2.2%
Diversified Telecommunication Services—1.0%
AT&T, Inc.		78,928		2,313,380
BT Group plc		3,447,453		10,426,670
Inmarsat plc		224,970		1,687,820
Verizon Communications, Inc.		54,263		2,006,646
Vivendi SA		181,990		4,077,075

				20,511,591

Wireless Telecommunication Services—1.2%
America Movil SAB de CV, ADR, Series L⁵		670,080		17,033,434
MTN Group Ltd.		324,540		5,625,718
Philippine Long Distance Telephone Co.		44,160		2,462,970

				25,122,122

Utilities—0.2%
Electric Utilities—0.2%
NextEra Energy, Inc.		35,697		2,013,311
Southern Co.		46,360		2,002,752

				4,016,063

Total Common Stocks (Cost $1,281,077,864)				1,284,335,310

Preferred Stocks—0.0%
Ally Financial, Inc., 7%, Non-Vtg.⁴		725		540,737
GMAC Capital Trust I, 8.125% Cum.		5,000		104,800

Total Preferred Stocks (Cost $770,900)				645,537

35 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Units		Value

Rights, Warrants and Certificates—0.0%
Duluth Metals Ltd. Wts., Strike Price $0.001, Exp. 1/18/13²		13,972	$	—
Kinross Gold Corp. Wts., Strike Price 21.939CAD, Exp. 9/17/14²		20,343		49,391
Silver Range Resources Ltd. Wts., Strike Price $0.85, Exp. 2/10/13²		2,113		1,060

Total Rights, Warrants and Certificates (Cost $3,891)				50,451


	Principal
	Amount

Mortgage-Backed Obligations—0.0%
GSR Mortgage Loan Trust 2004-5, Mtg. Pass-Through Certificates, Series 2004-5, Cl. 2A1, 2.773%, 5/1/34⁶	$	583,203	487,013
Wells Fargo Alternative Loan 2007-PA5 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2007-PA5, Cl. 1A1, 6.25%, 11/1/37		579,739	458,790

Total Mortgage-Backed Obligations (Cost $1,016,155)			945,803

Non-Convertible Corporate Bonds and Notes—7.7%
Accellent, Inc., 10% Sr. Unsec. Sub. Nts., 11/1/17		290,000	262,450
Advanced Micro Devices, Inc., 7.75% Sr. Unsec. Nts., 8/1/20		335,000	341,700
Affinion Group Holdings, Inc., 11.625% Sr. Unsec. Nts., 11/15/15		245,000	201,513
Affinion Group, Inc., 7.875% Sr. Unsec. Nts., 12/15/18		445,000	392,713
Agrium, Inc., 6.125% Sr. Unsec. Nts., 1/15/41		403,000	491,323
Ainsworth Lumber Co. Ltd., 11% Sr. Unsec. Unsub. Nts., 7/29/15^4,7		571,437	385,720
Airgas, Inc., 3.25% Sr. Nts., 10/1/15		1,014,000	1,043,835
Alere, Inc., 8.625% Sr. Unsec. Sub. Nts., 10/1/18		150,000	150,563
Aleris International, Inc., 7.625% Sr. Unsec. Nts., 2/15/18		590,000	570,825
Allegheny Energy Supply Co. LLC, 8.25% Bonds, 4/15/12⁴		504,000	519,125
Alliant Techsystems, Inc., 6.75% Sr. Sub. Nts., 4/1/16		570,000	587,100
Ally Financial, Inc., 8% Sr. Unsec. Unsub. Nts., 3/15/20		300,000	309,750
Altria Group, Inc., 10.20% Sr. Unsec. Nts., 2/6/39		360,000	561,497
America Movil SAB de CV, 2.375% Unsec. Unsub. Nts., 9/8/16		1,064,000	1,074,334
American Airlines 2011-2 Class A Pass Through Trust, 8.625% Sec. Certificates, 10/15/21		310,000	310,000
American Seafoods Group LLC, 10.75% Sr. Sub. Nts., 5/15/16⁴		540,000	544,050
American Tower Corp., 7% Sr. Unsec. Nts., 10/15/17		873,000	1,017,667
Amgen, Inc., 5.65% Sr. Unsec. Unsub. Nts., 6/15/42		211,000	258,316
AMGH Merger Sub, Inc., 9.25% Sr. Sec. Nts., 11/1/18⁴		265,000	276,925
Anadarko Petroleum Corp., 6.20% Sr. Unsec. Nts., 3/15/40		550,000	639,972
Anheuser-Busch Inbev Worldwide, Inc., 7.75% Sr. Unsec. Unsub. Nts., 1/15/19		950,000	1,246,748
Antero Resources Finance Corp., 9.375% Sr. Unsec. Nts., 12/1/17		555,000	616,050
Applied Materials, Inc., 5.85% Sr. Unsec. Unsub. Nts., 6/15/41		238,000	287,956

36 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
Archer-Daniels-Midland Co., 5.765% Sr. Unsec. Bonds, 3/1/41	$	351,000	$	453,607
Ashland, Inc., 9.125% Sr. Unsec. Nts., 6/1/17		493,000		553,393
AT&T, Inc., 6.30% Sr. Unsec. Bonds, 1/15/38		1,064,000		1,292,817
ATP Oil & Gas Corp., 11.875% Sr. Sec. Nts., 5/1/15		655,000		546,925
BE Aerospace, Inc., 8.50% Sr. Unsec. Nts., 7/1/18		540,000		592,650
Beazer Homes USA, Inc.:
6.875% Sr. Unsec. Nts., 7/15/15		140,000		116,025
9.125% Sr. Unsec. Nts., 5/15/19		395,000		282,425
Berry Plastics Corp., 9.75% Sec. Nts., 1/15/21		395,000		396,975
BG Energy Capital plc, 5.125% Sr. Unsec. Nts., 10/15/41⁴		531,000		562,450
Bill Barrett Corp., 7.625% Sr. Unsec. Unsub. Nts., 10/1/19		467,000		495,020
Biomet, Inc., 10.375% Sr. Unsec. Nts., 10/15/17⁷		250,000		271,250
Blackstone Holdings Finance Co. LLC, 6.625% Sr. Unsec. Nts., 8/15/19⁴		1,492,000		1,596,083
Blue Merger Sub, Inc., 7.625% Sr. Nts., 2/15/19⁴		395,000		377,225
Brandywine Operating Partnership LP, 5.75% Sr. Unsec. Unsub. Nts., 4/1/12		83,000		83,843
British Telecommunications plc, 9.875% Bonds, 12/15/30		516,000		761,603
Building Materials Corp. of America, 6.75% Sr. Nts., 5/1/21⁴		225,000		234,000
Bumble Bee Acquisition Corp., 9% Sr. Sec. Nts., 12/15/17⁴		490,000		493,675
Bunge Ltd. Finance Corp., 8.50% Sr. Unsec. Nts., 6/15/19		550,000		675,385
Burlington Coat Factory Warehouse Corp., 10% Sr. Unsec. Nts., 2/15/19⁴		300,000		298,500
Burlington Northern Santa Fe LLC, 5.75% Sr. Unsec. Bonds, 5/1/40		261,000		313,004
Capital One Financial Corp., 4.75% Sr. Nts., 7/15/21		492,000		519,010
Catalent Pharma Solutions, Inc., 9.50% Sr. Unsec. Nts., 4/15/15⁷		230,000		230,000
Catalyst Paper Corp., 11% Sr. Sec. Nts., 12/15/16⁴		560,000		327,600
CDW LLC/CDW Finance Corp., 12.535% Sr. Unsec. Sub. Nts., 10/12/17		665,000		641,725
Celgene Corp., 5.70% Sr. Unsec. Nts., 10/15/40		355,000		402,752
CenturyLink, Inc., 7.60% Sr. Unsec. Unsub. Nts., Series P, 9/15/39		315,000		314,884
Cequel Communications Holdings I LLC, 8.625% Sr. Unsec. Nts., 11/15/17⁴		325,000		341,250
Ceridian Corp., 11.25% Sr. Unsec. Nts., 11/15/15		285,000		243,675
Chiron Merger Sub, Inc., 10.50% Sec. Nts., 11/1/18^4,8		160,000		162,200
Choice Hotels International, Inc., 5.70% Sr. Unsec. Unsub. Nts., 8/28/20		700,000		754,767
Cincinnati Bell, Inc.:
8.25% Sr. Nts., 10/15/17		335,000		339,188
8.75% Sr. Unsec. Sub. Nts., 3/15/18		265,000		255,725
CIT Group, Inc., 7% Sec. Bonds, 5/2/17⁴		475,000		474,406
Citigroup, Inc., 6.125% Sr. Unsec. Unsub. Nts., 11/21/17		2,311,000		2,552,151
Clear Channel Communications, Inc.:
5.75% Sr. Unsec. Unsub. Nts., 1/15/13		165,000		156,750
9% Sr. Sec. Nts., 3/1/21		175,000		156,625
10.75% Sr. Unsec. Unsub. Nts., 8/1/16		360,000		264,600

37 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
Cleaver-Brooks, Inc., 12.25% Sr. Sec. Nts., 5/1/16⁹	$	180,000	$	180,000
CNA Financial Corp.:
5.75% Sr. Unsec. Unsub. Nts., 8/15/21		283,000		287,010
5.875% Sr. Unsec. Unsub. Bonds, 8/15/20		1,036,000		1,056,243
Comcast Corp., 6.40% Sr. Unsec. Nts., 3/1/40		432,000		537,457
CommonWealth REIT, 6.95% Sr. Unsec. Nts., 4/1/12		133,000		134,769
Corrections Corp. of America, 7.75% Sr. Nts., 6/1/17		450,000		489,375
Cricket Communications, Inc., 7.75% Sr. Unsec. Nts., 10/15/20		780,000		668,850
CSC Holdings LLC, 6.75% Sr. Unsec. Nts., 11/15/21^4,8		1,320,000		1,320,000
CSC Holdings, Inc., 7.625% Sr. Unsec. Debs., 7/15/18		444,000		486,180
CSX Corp., 5.50% Sr. Unsec. Nts., 4/15/41		309,000		356,248
Cumulus Media, Inc., 7.75% Sr. Nts., 5/1/19⁴		180,000		166,500
CVS Caremark Corp., 6.125% Sr. Unsec. Unsub. Nts., 9/15/39		352,000		432,490
Daimler Finance North America LLC, 1.875% Sr. Unsec. Nts., 9/15/14⁴		816,000		808,752
DaimlerChrysler NA Holdings Corp., 8.50% Nts., 1/18/31		485,000		700,502
Delhaize Group, 5.70% Sr. Unsec. Nts., 10/1/40		225,000		234,742
Dell, Inc., 5.40% Sr. Unsec. Unsub. Nts., 9/10/40		246,000		281,472
Delta Air Lines, Inc., 12.25% Sr. Sec. Nts., 3/15/15⁴		525,000		569,625
Diageo Capital plc, 5.875% Unsec. Unsub. Bonds, 9/30/36		340,000		422,444
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc.:
6.375% Sr. Unsec. Nts., 3/1/41		422,000		509,853
7.625% Sr. Unsec. Unsub. Nts., 5/15/16		525,000		562,288
Dish DBS Corp., 6.75% Sr. Unsec. Nts., 6/1/21		470,000		487,625
DJO Finance LLC/DJO Finance Corp., 9.75% Sr. Unsec. Sub. Nts., 10/15/17		255,000		211,013
DuPont Fabros Technology LP, 8.50% Sr. Unsec. Nts., 12/15/17		45,000		48,375
DynCorp International, Inc., 10.375% Sr. Unsec. Nts., 7/1/17		585,000		536,738
Edgen Murray Corp., 12.25% Sr. Sec. Nts., 1/15/15		185,000		175,750
Edison International, 3.75% Sr. Unsec. Unsub. Nts., 9/15/17		748,000		761,556
Edison Mission Energy, 7% Sr. Unsec. Nts., 5/15/17		540,000		380,700
El Paso Pipeline Partners LP, 6.50% Sr. Unsec. Nts., 4/1/20		1,212,000		1,351,771
Energizer Holdings, Inc., 4.70% Sr. Nts., 5/19/21⁴		461,000		489,809
Energy Future Holdings Corp., 10% Sr. Sec. Nts., 1/15/20		395,000		414,750
Energy Future Intermediate Holding Co. LLC, 10% Sr. Sec. Nts., 12/1/20		385,000		406,175
Energy Transfer Partners LP, 4.65% Sr. Unsec. Unsub. Nts., 6/1/21		400,000		399,095
Ensco plc, 4.70% Sr. Unsec. Nts., 3/15/21		637,000		673,613
Entravision Communications Corp., 8.75% Sr. Sec. Nts., 8/1/17		165,000		164,588
Equinox Holdings, Inc., 9.50% Sr. Sec. Nts., 2/1/16⁴		245,000		248,675
Family Dollar Stores, Inc., 5% Sr. Unsec. Nts., 2/1/21		474,000		482,429

38 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
FelCor Escrow Holdings LLC, 6.75% Sr. Sec. Nts., 6/1/19⁴	$	895,000	$	830,113
Ferro Corp., 7.875% Sr. Unsec. Nts., 8/15/18		260,000		263,900
Fifth Third Cap Trust IV, 6.50% Jr. Unsec. Sub. Nts., 4/15/37		818,000		803,685
First Data Corp., 8.875% Sr. Sec. Nts., 8/15/20⁴		300,000		319,500
First Wind Capital LLC, 10.25% Sr. Sec. Nts., 6/1/18⁴		40,000		39,800
FirstEnergy Solutions Corp., 6.80% Sr. Unsec. Nts., 8/15/39		670,000		787,639
Florida Gas Transmission Co., 7% Sr. Unsec. Nts., 7/17/12⁴		423,000		435,003
Forbes Energy Services Ltd., 9% Sr. Unsec. Nts., 6/15/19⁹		240,000		228,000
Foresight Energy LLC, 9.625% Sr. Unsec. Nts., 8/15/17⁴		300,000		304,500
Fortune Brands, Inc., 6.375% Sr. Unsec. Unsub. Nts., 6/15/14		169,000		185,590
Freeport-McMoRan Copper & Gold, Inc., 8.375% Sr. Nts., 4/1/17		1,000,000		1,071,165
Freescale Semiconductor, Inc.:
9.25% Sr. Sec. Nts., 4/15/18⁴		300,000		326,250
10.75% Sr. Unsec. Nts., 8/1/20		227,000		239,485
Frontier Communications Corp., 8.25% Sr. Unsec. Nts., 4/15/17		543,000		582,368
General Electric Capital Corp., 6.375% Unsec. Sub. Bonds, 11/15/67		1,476,000		1,468,915
GenOn Energy, Inc.:
9.50% Sr. Unsec. Nts., 10/15/18		210,000		222,600
9.875% Sr. Unsec. Nts., 10/15/20		210,000		222,600
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Unsub. Nts., 9/1/18		165,000		132,825
Georgia-Pacific LLC, 5.40% Sr. Unsec. Nts., 11/1/20⁴		535,000		599,309
Glen Meadow Pass-Through Trust, 6.505% Bonds, 2/12/67^4,6		680,000		515,100
Global Geophysical Services, Inc., 10.50% Sr. Unsec. Nts., 5/1/17		315,000		305,550
Goldman Sachs Group, Inc. (The):
5.25% Sr. Unsec. Nts., 7/27/21		462,000		468,679
6.25% Sr. Nts., 2/1/41		930,000		969,401
Goodyear Tire & Rubber Co. (The), 8.25% Sr. Unsec. Unsub. Nts., 8/15/20		320,000		344,000
Gray Television, Inc., 10.50% Sr. Sec. Nts., 6/29/15		620,000		589,000
Great Plains Energy, Inc., 2.75% Sr. Unsec. Unsub. Nts., 8/15/13⁵		595,000		604,038
Grifols SA/Giant Funding Corp., 8.25% Sr. Nts., 2/1/18⁴		105,000		111,038
Gulf South Pipeline Co. LP, 5.75% Sr. Unsec. Nts., 8/15/12⁴		520,000		535,711
Harrah’s Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18		1,445,000		1,096,394
Harris Corp., 6.15% Sr. Unsec. Nts., 12/15/40		173,000		198,880
Hawker Beechcraft Acquisition Co. LLC:
8.50% Sr. Unsec. Nts., 4/1/15		725,000		264,625
9.75% Sr. Unsec. Sub. Nts., 4/1/17		125,000		32,500
HealthSouth Corp., 8.125% Sr. Unsec. Unsub. Nts., 2/15/20		280,000		285,600
Hertz Corp., 7.50% Sr. Unsec. Nts., 10/15/18		670,000		701,825
Hewlett-Packard Co., 2.35% Sr. Unsec. Unsub. Nts., 3/15/15		1,380,000		1,408,946

39 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance ULC:
8.875% Sr. Sec. Nts., 2/1/18	$	415,000	$	411,888
9% Sec. Nts., 11/15/20		195,000		171,113
Historic TW, Inc., 9.125% Debs., 1/15/13		192,000		208,929
HOA Restaurants Group LLC/HOA Finance Corp., 11.25% Sr. Sec. Nts., 4/1/17⁴		500,000		457,500
Hospira, Inc., 5.60% Sr. Unsec. Unsub. Nts., 9/15/40		365,000		367,479
HSBC Finance Capital Trust IX, 5.911% Nts., 11/30/35⁶		2,040,000		1,805,400
Huntington Bancshares, Inc., 7% Sub. Nts., 12/15/20		218,000		245,024
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Nts., 3/15/21⁴		630,000		641,025
Hyatt Hotels Corp., 5.75% Sr. Unsec. Unsub. Nts., 8/15/15⁴		1,215,000		1,306,284
ING Groep NV, 5.775% Jr. Unsec. Sub. Perpetual Bonds¹⁰		1,058,000		843,755
Intelsat Bermuda Ltd., 11.25% Sr. Unsec. Nts., 2/4/17		750,000		746,250
Interactive Data Corp., 10.25% Sr. Unsec. Nts., 8/1/18		125,000		134,375
International Lease Finance Corp.:
7.125% Sr. Sec. Nts., 9/1/18⁴		705,000		731,438
8.75% Sr. Unsec. Unsub. Nts., 3/15/17		505,000		533,533
Interpublic Group of Cos., Inc. (The):
6.25% Sr. Unsec. Nts., 11/15/14		424,000		451,560
10% Sr. Unsec. Nts., 7/15/17		856,000		984,400
inVentiv Health, Inc., 10% Sr. Unsec. Nts., 8/15/18⁴		170,000		164,050
Inverness Medical Innovations, Inc., 7.875% Sr. Unsec. Unsub. Nts., 2/1/16		150,000		149,250
Isle of Capri Casinos, Inc.:
7% Sr. Unsec. Sub. Nts., 3/1/14		110,000		106,150
7.75% Sr. Unsec. Unsub. Nts., 3/15/19		240,000		234,000
ITC DeltaCom, Inc., 10.50% Sr. Sec. Nts., 4/1/16		320,000		331,600
James River Coal Co., 7.875% Sr. Unsec. Unsub. Nts., 4/1/19		80,000		68,400
Jarden Corp., 6.125% Sr. Unsec. Nts., 11/15/22		71,000		72,775
Jones Group, Inc. (The)/Jones Apparel Group Holdings, Inc./Jones Apparel Group USA, Inc./JAG Footwear, Accessories & Retail Corp., 6.875% Sr. Unsec. Unsub. Nts., 3/15/19		305,000		277,550
Joy Global, Inc., 5.125% Sr. Unsec. Unsub. Nts., 10/15/21		367,000		392,547
JPMorgan Chase & Co., 7.90% Perpetual Bonds, Series 1¹⁰		790,000		853,503
Juniper Networks, Inc., 5.95% Sr. Unsec. Unsub. Nts., 3/15/41		247,000		273,440
Kabel BW Erste Beteiligungs GmbH/Kabel Baden-Wurttemberg GmbH & Co. KG, 7.50% Sr. Sec. Nts., 3/15/19⁴		205,000		214,225
Kansas City Power & Light Co., 5.30% Sr. Unsec. Nts., 10/1/41		350,000		360,544
Kansas City Southern de Mexico, 8% Sr. Unsec. Unsub. Nts., 2/1/18		165,000		184,800
Kindred Healthcare, Inc., 8.25% Sr. Nts., 6/1/19⁴		370,000		329,300
KLA-Tencor Corp., 6.90% Sr. Unsec. Nts., 5/1/18		308,000		351,853
Kraft Foods, Inc., 6.50% Sr. Unsec. Unsub. Nts., 2/9/40		520,000		672,185

40 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
Kratos Defense & Security Solutions, Inc., 10% Sr. Sec. Nts., 6/1/17	$	130,000	$	135,200
Lamar Media Corp., 9.75% Sr. Unsec. Nts., 4/1/14		503,000		555,815
Level 3 Financing, Inc.:
9.25% Sr. Unsec. Unsub. Nts., 11/1/14		45,000		46,181
9.375% Sr. Unsec. Unsub. Nts., 4/1/19		495,000		519,750
Liberty Mutual Group, Inc., 5% Sr. Nts., 6/1/21⁴		1,249,000		1,184,293
Limited Brands, Inc., 6.625% Sr. Nts., 4/1/21		475,000		501,125
Lincoln National Corp., 6.05% Jr. Unsec. Sub. Bonds, 4/20/67		1,375,000		1,220,313
Linn Energy LLC/Linn Energy Finance Corp., 8.625% Sr. Unsec. Nts., 4/15/20		565,000		625,738
Lloyds TSB Bank plc, 6.50% Unsec. Sub. Nts., 9/14/20⁴		1,056,000		987,804
Lockheed Martin Corp., 5.50% Sr. Unsec. Unsub. Nts., 11/15/39		252,000		287,434
Lorillard Tobacco Co., 6.875% Sr. Unsec. Nts., 5/1/20		550,000		624,370
Lowe’s Cos., Inc., 5.80% Sr. Unsec. Unsub. Nts., 4/15/40		237,000		281,781
Lyondell Chemical Co., 8% Sr. Sec. Nts., 11/1/17		374,000		422,620
Mack-Cali Realty LP, 5.25% Sr. Unsec. Unsub. Nts., 1/15/12		64,000		64,361
Macquarie Bank Ltd., 6.625% Unsec. Sub. Nts., 4/7/21⁴		840,000		826,459
Macy’s Retail Holdings, Inc., 5.75% Sr. Unsec. Nts., 7/15/14		394,000		421,605
Manitowoc Co., Inc. (The), 8.50% Sr. Unsec. Nts., 11/1/20		315,000		329,175
Marquette Transportation Co./Marquette Transportation Finance Corp., 10.875% Sec. Nts., 1/15/17		405,000		400,950
Marriott International, Inc., 6.20% Sr. Unsec. Unsub. Nts., 6/15/16		206,000		232,263
Mattel, Inc., 5.625% Sr. Unsec. Nts., 3/15/13		147,000		155,522
McKesson Corp., 6% Sr. Unsec. Unsub. Nts., 3/1/41		415,000		538,416
MedAssets, Inc., 8% Sr. Nts., 11/15/18⁴		105,000		103,425
MEG Energy Corp., 6.50% Sr. Unsec. Nts., 3/15/21⁴		400,000		419,000
Mercantile Bankshares Corp., 4.625% Unsec. Sub. Nts., Series B, 4/15/13		364,000		377,731
Mercer International, Inc., 9.50% Sr. Unsec. Nts., 12/1/17		265,000		269,638
Merrill Lynch & Co., Inc., 7.75% Jr. Sub. Bonds, 5/14/38		972,000		978,299
MetroPCS Wireless, Inc., 6.625% Sr. Unsec. Nts., 11/15/20		395,000		372,288
MGM Mirage, Inc., 6.625% Sr. Unsec. Nts., 7/15/15		505,000		482,275
MidAmerican Energy Co., 5.95% Sr. Unsec. Unsub. Nts., 7/15/17		820,000		973,893
Mohegan Tribal Gaming Authority, 8% Sr. Sub. Nts., 4/1/12		600,000		406,500
Momentive Performance Materials, Inc., 9% Sec. Nts., 1/15/21		655,000		556,750
Morgan Stanley, 5.95% Sr. Unsec. Nts., Series F, 12/28/17		2,906,000		2,939,099
Motorola, Inc., 8% Sr. Unsec. Nts., 11/1/11		510,000		510,000
Multiplan, Inc., 9.875% Sr. Nts., 9/1/18⁴		225,000		232,875
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/15⁴		800,000		788,000
Mylan, Inc., 6% Sr. Nts., 11/15/18⁴		710,000		749,050
Nabors Industries, Inc., 6.15% Sr. Unsec. Unsub. Nts., 2/15/18		573,000		642,194

41 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
Nationstar Mortgage/Nationstar Capital Corp., 10.875% Sr. Unsec. Nts., 4/1/15	$	565,000	$	576,300
Navios Maritime Acquisition Corp., 8.625% Sr. Sec. Nts., 11/1/17		100,000		78,000
Navios Maritime Holdings, Inc./Navios Maritime Finance U.S., Inc., 8.875% Sr. Sec. Nts., 11/1/17		80,000		77,000
Newfield Exploration Co., 6.875% Sr. Unsec. Sub. Nts., 2/1/20		457,000		492,418
NewPage Corp., 11.375% Sr. Sec. Nts., 12/31/14¹¹		690,000		519,225
Newport Television LLC/NTV Finance Corp., 13.509% Sr. Nts., 3/15/17^4,7		371,724		343,845
News America, Inc., 6.15% Sr. Unsec. Nts., 2/15/41		441,000		497,682
Nexen, Inc., 6.40% Sr. Unsec. Unsub. Bonds, 5/15/37		754,000		818,956
Nexstar Broadcasting, Inc./Mission Broadcasting, Inc., 8.875% Sec. Nts., 4/15/17		270,000		275,400
Nomura Holdings, Inc., 6.70% Sr. Unsec. Nts., 3/4/20		485,000		543,799
Norske Skogindustrier ASA, 6.125% Unsec. Bonds, 10/15/15⁹		190,000		103,550
Nuveen Investments, Inc.:
5.50% Sr. Unsec. Nts., 9/15/15		375,000		320,625
10.50% Sr. Unsec. Unsub. Nts., 11/15/15		630,000		633,150
Offshore Group Investments Ltd.:
11.50% Sr. Sec. Nts., 8/1/15		335,000		366,825
11.50% Sr. Sec. Nts., 8/1/15⁴		80,000		87,600
OMEGA Healthcare Investors, Inc., 6.75% Sr. Unsec. Nts., 10/15/22		355,000		360,325
Oncor Electric Delivery Co., 7% Debs., 9/1/22		565,000		723,707
Oncure Holdings, Inc., 11.75% Sr. Sec. Nts., 5/15/17		165,000		144,375
Pacific Gas & Electric Co., 5.625% Sr. Unsec. Unsub. Nts., 11/30/17		700,000		830,983
Penn National Gaming, Inc., 8.75% Sr. Unsec. Sub. Nts., 8/15/19		225,000		244,125
Pernod-Ricard SA, 4.45% Sr. Unsec. Nts., 1/15/22⁴		498,000		515,417
Pinafore LLC/Pinafore, Inc., 9% Sr. Sec. Nts., 10/1/18⁴		387,000		423,765
Ply Gem Industries, Inc., 8.25% Sr. Sec. Nts., 2/15/18		180,000		170,550
Polymer Group, Inc., 7.75% Sr. Sec. Nts., 2/1/19⁴		340,000		354,450
Potash Corp. of Saskatchewan, Inc., 5.625% Sr. Unsec. Unsub. Nts., 12/1/40		339,000		406,618
PPL WEM Holdings plc, 5.375% Sr. Unsec. Nts., 5/1/21⁴		1,310,000		1,407,307
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/20		320,000		341,600
Prudential Financial, Inc., 5.375% Sr. Unsec. Unsub. Nts., 6/21/20		318,000		355,573
PSEG Power LLC, 2.75% Sr. Unsec. Unsub. Nts., 9/15/16		630,000		635,144
Quest Diagnostics, Inc., 5.75% Sr. Unsec. Nts., 1/30/40		352,000		381,453
Quicksilver Resources, Inc., 11.75% Sr. Nts., 1/1/16		330,000		374,550
Qwest Corp., 7.625% Sr. Unsec. Unsub. Nts., 6/15/15		725,000		808,375
R.R. Donnelley & Sons Co., 7.25% Sr. Nts., 5/15/18		620,000		604,655
Radiation Therapy Services, Inc., 9.875% Sr. Unsec. Sub. Nts., 4/15/17		175,000		146,563
Range Resources Corp., 8% Sr. Unsec. Sub. Nts., 5/15/19		700,000		784,000

42 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
Realogy Corp., 11.50% Sr. Unsec. Unsub. Nts., 4/15/17	$	375,000	$	305,625
Rent-A-Center, Inc., 6.625% Sr. Unsec. Nts., 11/15/20		594,000		599,940
Rockies Express Pipeline LLC, 3.90% Sr. Unsec. Unsub. Nts., 4/15/15⁴		894,000		879,650
Roofing Supply Group LLC/Roofing Supply Finance, Inc., 8.625% Sr. Sec. Nts., 12/1/17⁴		380,000		387,600
Rowan Cos., Inc., 5% Sr. Unsec. Nts., 9/1/17⁵		1,055,000		1,092,321
SandRidge Energy, Inc., 9.875% Sr. Unsec. Nts., 5/15/16⁴		495,000		527,175
Seagate HDD Cayman:
6.875% Sr. Unsec. Nts., 5/1/20		405,000		398,925
7% Sr. Unsec. Nts., 11/1/21⁴		245,000		241,325
Sealed Air Corp., 7.875% Sr. Nts., 6/15/17		626,000		669,135
Select Medical Corp., 7.625% Sr. Unsec. Sub. Nts., 2/1/15		370,000		345,950
Service Corp. International, 6.75% Sr. Unsec. Nts., 4/1/15		560,000		599,200
SESI LLC, 6.375% Sr. Nts., 5/1/19⁴		490,000		502,250
Simon Property Group LP, 5% Sr. Unsec. Unsub. Nts., 3/1/12		555,000		558,917
Sinclair Television Group, Inc., 8.375% Sr. Unsec. Nts., 10/15/18		365,000		377,775
SLM Corp., 6.25% Sr. Nts., 1/25/16		1,112,000		1,114,205
Solo Cup Co., 8.50% Sr. Sub. Nts., 2/15/14		900,000		826,875
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/15⁹		470,000		493,500
Speedy Cash, Inc., 10.75% Sr. Sec. Nts., 10/15/18⁴		225,000		231,188
Springleaf Finance Corp., 6.90% Nts., Series J, 12/15/17		360,000		276,300
STHI Holding Corp., 8% Sec. Nts., 3/15/18⁴		105,000		107,625
Sumitomo Mitsui Banking Corp., 8% Unsec. Sub. Nts., 6/15/12		555,000		574,969
Sunoco Logistics Partners Operations LP, 7.25% Sr. Unsec. Nts., 2/15/12		530,000		538,551
Swiss Re Capital I LP, 6.854% Perpetual Bonds^4,10		1,065,000		966,728
Symantec Corp., 4.20% Sr. Unsec. Unsub. Nts., 9/15/20		638,000		642,252
Target Corp., 7% Bonds, 1/15/38		310,000		431,418
Telecom Italia Capital SA, 7.175% Sr. Unsec. Unsub. Nts., 6/18/19		550,000		580,124
Telefonica Emisiones SAU, 5.134% Sr. Unsec. Unsub. Nts., 4/27/20		470,000		469,196
Terex Corp., 8% Sr. Unsec. Sub. Nts., 11/15/17		580,000		572,750
Teva Pharmaceutical Finance Co. LLC, 6.15% Sr. Unsec. Nts., 2/1/36		169,000		206,968
Texas Competitive Electric Holdings Co. LLC:
10.25% Sr. Unsec. Nts., Series A, 11/1/15		1,185,000		468,075
10.25% Sr. Unsec. Nts., Series B, 11/1/15		210,000		81,900
Texas-New Mexico Power Co., 9.50% Sec. Nts., 4/1/19⁴		815,000		1,068,908
Thermadyne Holdings Corp., 9% Sr. Sec. Nts., 12/15/17		175,000		176,750
Thermon Industries, Inc., 9.50% Sr. Sec. Nts., 5/1/17		238,000		258,230
Time Warner Cable, Inc., 5.875% Sr. Unsec. Unsub. Nts., 11/15/40		620,000		699,315
Time Warner, Inc., 4% Sr. Unsec. Unsub. Nts., 1/15/22		365,000		376,469

43 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Principal
	Amount		Value

Non-Convertible Corporate Bonds and Notes Continued
TMX Finance LLC/TitleMax Finance Corp., 13.25% Sr. Sec. Nts., 7/15/15	$	245,000	$	271,950
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/17⁴		756,000		782,460
TransCanada PipeLines Ltd., 7.625% Sr. Unsec. Nts., 1/15/39		156,000		225,566
TransDigm, Inc., 7.75% Sr. Unsec. Sub. Nts., 12/15/18		645,000		703,050
TransUnion LLC/TransUnion Financing Corp., 11.375% Sr. Unsec. Nts., 6/15/18		90,000		100,575
Travelport LLC, 11.875% Sr. Unsec. Sub. Nts., 9/1/16		600,000		237,000
TreeHouse Foods, Inc., 7.75% Sr. Unsec. Nts., 3/1/18		535,000		576,463
UBS AG Stamford CT, 2.25% Sr. Unsec. Nts., 8/12/13		115,000		114,762
United Maritime Group LLC, 11.75% Sr. Sec. Nts., 6/15/15		525,000		532,875
Univision Communications, Inc., 7.875% Sr. Sec. Nts., 11/1/20⁴		100,000		101,500
US Oncology, Inc., Escrow Shares (related to 9.125% Sr. Sec. Nts., 8/15/17)¹¹		225,000		2,813
Valeant Pharmaceuticals International, Inc., 6.875% Sr. Unsec. Nts., 12/1/18⁴		265,000		265,331
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc., 8% Sr. Nts., 2/1/18		200,000		205,500
Venoco, Inc., 8.875% Sr. Unsec. Nts., 2/15/19		180,000		169,650
Verizon Communications, Inc., 6.40% Sr. Unsec. Nts., 2/15/38		570,000		721,196
Verso Paper Holdings LLC, 11.375% Sr. Unsec. Sub. Nts., Series B, 8/1/16		755,000		562,475
Verso Paper Holdings LLC/Verso Paper, Inc., 8.75% Sr. Sec. Nts., 2/1/19		325,000		235,625
VF Corp., 3.50% Sr. Unsec. Unsub. Nts., 9/1/21		475,000		484,347
Viacom, Inc., 7.875% Sr. Unsec. Debs., 7/30/30		520,000		692,624
Virgin Media Secured Finance plc:
5.25% Sr. Sec. Nts., 1/15/21		352,000		381,087
6.50% Sr. Sec. Nts., 1/15/18		520,000		562,900
Visant Corp., 10% Sr. Unsec. Nts., 10/1/17		200,000		195,000
Visteon Corp., 6.75% Sr. Nts., 4/15/19⁴		360,000		351,000
Wal-Mart Stores, Inc., 5.625% Sr. Unsec. Nts., 4/15/41		413,000		515,828
Wallace Theater Holdings, Inc., 12.50% Sr. Sec. Nts., 6/15/13^4,6		765,000		754,481
Warner Chilcott Co. LLC/Warner Chilcott Finance LLC, 7.75% Sr. Unsec. Nts., 9/15/18		330,000		345,675
WCI Finance LLC/WEA Finance LLC, 5.40% Sr. Unsec. Unsub. Nts., 10/1/12⁴		552,000		568,226
Weatherford International Ltd. Bermuda, 5.125% Sr. Unsec. Unsub. Nts., 9/15/20		937,000		996,355
Wells Fargo & Co., 7.98% Jr. Sub. Perpetual Bonds, Series K¹⁰		782,000		840,650
West Corp., 7.875% Sr. Unsec. Nts., 1/15/19		425,000		433,500
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/15⁴		535,000		323,675
Whirlpool Corp.:
5.50% Sr. Unsec. Unsub. Nts., 3/1/13		151,000		157,827
8% Sr. Unsec. Nts., 5/1/12		445,000		459,852

44 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Principal
	Amount			Value

Non-Convertible Corporate Bonds and Notes Continued
Willis Group Holdings plc, 4.125% Sr. Unsec. Unsub. Nts., 3/15/16	$	1,169,000		$	1,201,363
Wind Acquisition Finance SA, 7.25% Sr. Sec. Nts., 2/15/18⁴		410,000			396,675
Windstream Corp., 7.875% Sr. Unsec. Unsub. Nts., 11/1/17		450,000			488,250
Woodside Finance Ltd., 4.60% Sr. Unsec. Nts., 5/10/21⁴		601,000			621,655
Xstrata Canada Corp., 6% Sr. Unsec. Unsub. Nts., 10/15/15		419,000			460,469
ZFS Finance USA Trust V, 6.50% Jr. Sub. Bonds, 5/9/37^6,9		725,000			674,250
Zions Bancorp., 7.75% Sr. Unsec. Nts., 9/23/14		1,129,000			1,202,438

Total Non-Convertible Corporate Bonds and Notes (Cost $156,777,626)					155,107,520

Convertible Corporate Bonds and Notes—0.0%
Lojas Americanas SA, 13.15% Cv. Sub. Nts., 9/15/17 (Cost $0)	100		BRR		136,225

Corporate Loans—0.0%
Walter Investment Management Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 9/28/16^6,8(Cost $176,750)		175,000			175,000

Loan Participations—0.1%
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 2/15/18⁶		80,000			74,400
Entegra Holdings LLC, Sr. Sec. Credit Facilities 3rd Lien Term Loan, Tranche B, 4.236%, 10/19/15^6,7		601,438			377,402
PQ Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.50%, 7/30/15^6,8		180,000			159,900
Realogy Corp., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 4%, 10/10/16^6,8		20,483			18,008
Tranche B, 4.522%, 10/10/16^6,8		219,517			192,992
Revel Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 2/17/17^6,8		120,000			109,400
Walter Investment Management Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 11%, 9/28/16^6,8		180,000			180,000

Total Loan Participations (Cost $1,108,746)					1,112,102

Structured Securities—0.0%
UBS AG, Vietnam Dairy Products JSC Equity Linked Nts.⁴(Cost $74,155)		16,000			93,211


	Expiration		Strike
	Date		Price		Contracts

Options Purchased—2.5%
Euro (EUR) Put²		11/2/11	$	1.350		6,320,000	352
Euro (EUR) Put²		11/2/11		1.350		11,420,000	1,160
Euro FX Futures, 12/19/11 Put²		11/7/11		1.330		90	5,625
Euro FX Futures, 12/19/11 Put²		11/7/11		1.360		58	15,950

45 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued


	Expiration		Strike
	Date		Price		Contracts		Value

Options Purchased Continued
Euro FX Futures, 12/19/11 Put²		11/7/11	$	1.250		237	$	1,481
Euro FX Futures, 12/19/11 Put²		11/7/11		1.370		12		4,350
Standard and Poor’s 500 Index (The) Call²		8/13/12		1,210.230		281,972		34,190,632
Standard and Poor’s 500 Index (The) Call²		8/13/12		1,205.320		92,000		11,723,854
U.S. Treasury Nts. Futures, 10 yr., 12/20/11 Call²		11/28/11		131.000		10,000		3,906,250

Total Options Purchased (Cost $35,218,255)								49,849,654


	Shares

Investment Companies—19.8%
Oppenheimer Master Event-Linked Bond Fund, LLC¹		9,251,612			104,107,232
Oppenheimer Master Loan Fund, LLC¹		25,188,463			297,839,911

Total Investment Companies (Cost $412,135,050)					401,947,143
Total Investments, at Value (Cost $1,978,828,586)		98.4	%		1,993,485,377
Other Assets Net of Liabilities		1.6			31,665,292

Net Assets		100.0	%	$	2,025,150,669

Footnotes to Statement of Investments

Principal amount and strike price are reported in U.S. Dollars, except for those denoted in the following currencies:

BRR Brazilian Real

CAD Canadian Dollar


1.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2011, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	October 29, 2010^a		Additions		Reductions		October 31, 2011

Oppenheimer Global
Allocation Fund (Cayman) Ltd.^b		—		2,921		—		2,921
Oppenheimer Institutional Money Market Fund, Cl. E		35,934,221		1,070,007,711		1,105,941,932		—
Oppenheimer Master Event-Linked Bond Fund, LLC		1,383,365		12,663,476		4,795,229		9,251,612
Oppenheimer Master Loan Fund, LLC		29,560,905		—		4,372,442		25,188,463


						Realized
	Value		Income			Loss

Oppenheimer Global Allocation Fund (Cayman) Ltd.^b	$	99,087,421	$	—		$	—
Oppenheimer Institutional Money Market Fund, Cl. E		—		140,782			—
Oppenheimer Master Event-Linked Bond Fund, LLC		104,107,232		6,924,940	^c		4,461,897	^c
Oppenheimer Master Loan Fund, LLC		297,839,911		27,087,229	^d		64,609	^d

	$	501,034,564	$	34,152,951		$	4,526,506

46 | OPPENHEIMER GLOBAL ALLOCATION FUND

	a.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

	b.		Investment in a wholly-owned subsidiary. See Note 1 of accompanying Notes and individual financial statements of the entity included herein.

	c.		Represents the amount allocated to the Fund from Oppenheimer Master Event-Linked Bond Fund, LLC.

	d.		Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.


2.		Non-income producing security.

3.		The Fund holds securities which have been issued by the same entity and that trade on separate exchanges.

4.		Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $39,066,110 or 1.93% of the Fund’s net assets as of October 31, 2011.

5.		All or a portion of the security position is held in collateralized accounts to cover potential obligations with respect to outstanding written options. See Note 5 of the accompanying Notes.

6.		Represents the current interest rate for a variable or increasing rate security.

7.		Interest or dividend is paid-in-kind, when applicable.

8.		When-issued security or delayed delivery to be delivered and settled after October 31, 2011. See Note 1 of the accompanying Notes.

9.		Restricted security. The aggregate value of restricted securities as of October 31, 2011 was $1,679,300, which represents 0.08% of the Fund’s net assets. See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows:


	Acquisition					Unrealized
Security	Dates	Cost		Value		(Depreciation)

Cleaver-Brooks, Inc., 12.25% Sr. Sec. Nts., 5/1/16	5/3/11	$	191,548	$	180,000	$	11,548
Forbes Energy Services Ltd., 9% Sr. Unsec. Nts., 6/15/19	5/24/11		240,000		228,000		12,000
Norske Skogindustrier ASA, 6.125% Unsec. Bonds, 10/15/15	3/7/11-4/6/11		172,232		103,550		68,682
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/15	9/22/10-6/7/11		501,694		493,500		8,194
ZFS Finance USA Trust V, 6.50% Jr. Sub. Bonds, 5/9/37	4/11/11		735,051		674,250		60,801

		$	1,840,525	$	1,679,300	$	161,225



10.		This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest. Rate reported represents the current interest rate for this variable rate security.

11.		This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and/or principal payments. The rate shown is the original contractual interest rate. See Note 1 of the accompanying Notes.

Valuation Inputs

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

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

	2)		Level 2—inputs other than unadjusted quoted prices that are observable for the asset 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).

47 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of October 31, 2011 based on valuation input level:


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

Assets Table
Investments, at Value:
Wholly-Owned Subsidiary	$	—		$	99,087,421		$	—	$	99,087,421
Common Stocks
Consumer Discretionary		89,823,243			57,205,692			—		147,028,935
Consumer Staples		126,949,414			51,005,197			—		177,954,611
Energy		61,436,872			50,866,380			—		112,303,252
Financials		57,500,240			52,913,123			—		110,413,363
Health Care		58,398,069			36,884,047			—		95,282,116
Industrials		63,701,645			118,350,580			—		182,052,225
Information Technology		129,188,670			109,166,583			—		238,355,253
Materials		131,297,707			39,770,300			227,772		171,295,779
Telecommunication Services		31,780,130			13,853,583			—		45,633,713
Utilities		4,016,063			—			—		4,016,063
Preferred Stocks		—			645,537			—		645,537
Rights, Warrants and Certificates		50,451			—			—		50,451
Mortgage-Backed Obligations		—			945,803			—		945,803
Non-Convertible Corporate Bonds and Notes		—			155,107,520			—		155,107,520
Convertible Corporate Bonds and Notes		—			136,225			—		136,225
Corporate Loans		—			175,000			—		175,000
Loan Participations		—			1,112,102			—		1,112,102
Structured Securities		—			93,211			—		93,211
Options Purchased		3,933,656			45,915,998			—		49,849,654
Investment Companies		—			401,947,143			—		401,947,143

Total Investments, at Value		758,076,160			1,235,181,445			227,772		1,993,485,377
Other Financial Instruments:
Foreign currency exchange contracts		—			20,905			—		20,905
Futures margins		9,087,894			—			—		9,087,894

Total Assets	$	767,164,054		$	1,235,202,350		$	227,772	$	2,002,594,176

Liabilities Table
Other Financial Instruments:
Foreign currency exchange contracts	$	—		$	(5,887	)	$	—	$	(5,887	)
Futures margins		(108,964	)		—			—		(108,964	)
Appreciated options written, at value		(148,929	)		(13	)		—		(148,942	)
Depreciated options written, at value		(140,971	)		—			—		(140,971	)
Depreciated swaps, at value		—			(36,357	)		—		(36,357	)

Total Liabilities	$	(398,864	)	$	(42,257	)	$	—	$	(441,121	)

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

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

48 | OPPENHEIMER GLOBAL ALLOCATION FUND

The table below shows the significant transfers between Level 1, Level 2 and Level 3. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.


	Transfers out of			Transfers into			Transfers out of			Transfers into
	Level 1			Level 2			Level 2			Level 3

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	(64,363,549	)^a	$	64,363,549	^a	$	—		$	—
Consumer Staples		(27,000,753	)^a		27,000,753	^a		—			—
Energy		(37,007,878	)^a		37,007,878	^a		—			—
Financials		(42,088,756	)^a		42,088,756	^a		—			—
Health Care		(40,723,668	)^a		40,723,668	^a		—			—
Industrials		(95,585,630	)^a		95,585,630	^a		—			—
Information Technology		(60,754,824	)^a		60,754,824	^a		—			—
Materials		(41,476,429	)^a		41,476,429	^a		(315,175	)^b		315,175	^b
Telecommunication Services		(10,030,674	)^a		10,030,674	^a		—			—
Investment Companies		(350,603,542	)^c		350,603,542	^c		—			—

Total Assets	$	(769,635,703	)	$	769,635,703		$	(315,175	)	$	315,175

a.		Transferred from Level 1 to Level 2 because of the absence of a readily available unadjusted quoted market price due to a significant event occurring before the Fund’s assets were valued but after the close of the securities’ respective exchanges.

b.		Transferred from Level 2 to Level 3 because of the lack of observable market data due to a decrease in market activity for these securities.

c.		Transferred from Level 1 to Level 2 as the current markets for the securities are not considered active.

Foreign Currency Exchange Contracts as of October 31, 2011 are as follows:


		Contract
Counterparty/		Amount			Expiration				Unrealized		Unrealized
Contract Description	Buy/Sell	(000’s)			Date		Value		Appreciation		Depreciation

Banc of America:
Hong Kong Dollar (HKD)	Sell		3,293	HKD		11/1/11	$	423,815	$	251	$	—
Singapore Dollar (SGD)	Buy		221	SGD		11/1/11		175,972		—		1,072

										251		1,072
Brown Brothers Harriman:
British Pound Sterling (GBP)	Buy		197	GBP		11/1/11-11/2/11		317,253		—		966
British Pound Sterling (GBP)	Sell		70	GBP		11/1/11-11/2/11		111,842		303		—
Canadian Dollar (CAD)	Sell		5	CAD		11/1/11		5,495		17		—
South African Rand (ZAR)	Sell		4,725	ZAR		11/3/11		595,220		18,155		—
Swiss Franc (CHF)	Buy		10	CHF		11/1/11		11,190		—		241
Swiss Franc (CHF)	Sell		22	CHF		11/1/11		24,890		537		—

										19,012		1,207
Citigroup
Canadian Dollar (CAD)	Sell		33	CAD		11/1/11		33,512		96		—
JP Morgan Chase:
Euro (EUR)	Buy		112	EUR		11/2/11		154,840		—		3,608
Swiss Franc (CHF)	Sell		73	CHF		11/2/11		83,348		1,546		—

										1,546		3,608

Total unrealized appreciation and depreciation									$	20,905	$	5,887

49 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

Futures Contracts as of October 31, 2011 are as follows:


								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)

Standard & Poor’s 500 E-Mini Index	Sell		5,679		12/16/11	$	354,738,735	$	(37,010,198	)
U.S. Treasury Long Bonds, 20 yr.	Buy		16		12/20/11		2,224,500		11,112
U.S. Treasury Nts., 2 yr.	Buy		105		12/30/11		23,129,531		(6,191	)
U.S. Treasury Nts., 5 yr.	Sell		194		12/30/11		23,786,219		(26,588	)
U.S. Treasury Nts., 10 yr.	Buy		90		12/20/11		11,615,625		9,529

								$	(37,022,336	)

Written Options as of October 31, 2011 are as follows:


														Unrealized
		Number of		Exercise			Expiration		Premiums					Appreciation/
Description	Type	Contracts		Price			Date		Received		Value			(Depreciation)

Agnico-Eagle Mines Ltd.	Call		51	$	85.000			1/23/12	$	6,026	$	(255	)	$	5,771
Agnico-Eagle Mines Ltd.	Call		26		80.000			1/23/12		3,775		(130	)		3,645
Agnico-Eagle Mines Ltd.	Call		100		80.000			11/21/11		11,095		(100	)		10,995
Agnico-Eagle Mines Ltd.	Put		24		40.000			12/19/11		2,879		(2,928	)		(49	)
Alacer Gold Corp.	Call		94	12.000		CAD		12/19/11		5,591		(3,772	)		1,819
Allied Nevada Gold Corp.	Call		121		50.000			12/19/11		11,874		(605	)		11,269
Allied Nevada Gold Corp.	Call		47		45.000			12/19/11		5,028		(2,585	)		2,443
Allied Nevada Gold Corp.	Put		47		30.000			12/19/11		5,512		(2,350	)		3,162
Allied Nevada Gold Corp.	Put		41		35.000			12/19/11		4,796		(5,740	)		(944	)
AngloGold Ashanti Ltd., Sponsored ADR	Put		23		43.000			12/19/11		2,273		(2,760	)		(487	)
Barrick Gold Corp.	Call		104		57.500			1/23/12		13,714		(6,656	)		7,058
Barrick Gold Corp.	Call		52		60.000			1/23/12		5,463		(1,820	)		3,643
Barrick Gold Corp.	Put		41		41.000			1/23/12		6,070		(3,157	)		2,913
Centerra Gold, Inc.	Call		48	$	21.700	CAD		1/23/12		5,178		(5,297	)		(119	)
Centerra Gold, Inc.	Call		47		20.000	CAD		12/19/11		6,022		(6,601	)		(579	)
Centerra Gold, Inc.	Put		44		16.700	CAD		1/23/12		5,755		(2,428	)		3,327
Coeur d’Alene Mines Corp.	Call		52		31.000			12/19/11		5,914		(2,340	)		3,574
Coeur d’Alene Mines Corp.	Put		41		21.000			1/23/12		3,867		(3,690	)		177
Coeur d’Alene Mines Corp.	Put		54		23.000			12/19/11		6,400		(4,968	)		1,432
Coeur d’Alene Mines Corp.	Put		52		22.000			12/19/11		5,173		(3,640	)		1,533
Coeur d’Alene Mines Corp.	Put		48		20.000			12/19/11		5,545		(1,440	)		4,105
Euro (EUR)	Put		17,130,000		1.250			11/2/11		70,693		—			70,693
Euro (EUR)	Put		9,480,000		1.250			11/2/11		38,433		(13	)		38,420
Euro FX Futures	Put		318		1.285			11/7/11		189,537		(1,988	)		187,549
Euro FX Futures	Put		184		1.320			11/7/11		93,721		(6,900	)		86,821
Euro FX Futures	Put		115		1.350			11/7/11		546,644		(18,688	)		527,956
Euro FX Futures	Put		53		1.305			11/7/11		149,774		(994	)		148,780
Euro FX Futures	Put		21		1.315			11/7/11		13,083		(656	)		12,427
First Majestic Silver Corp.	Put		26		15.000			1/23/12		3,171		(3,120	)		51
First Quantum Minerals Ltd.	Put		37		18.000	CAD		1/23/12		5,100		(4,083	)		1,017
Franco-Nevada Corp.	Put		40		38.000	CAD		11/21/11		3,077		(2,608	)		469
Freeport-McMoRan Copper & Gold, Inc., Cl. B	Put		41		34.500			11/21/11		5,024		(1,517	)		3,507

50 | OPPENHEIMER GLOBAL ALLOCATION FUND

Written Options Continued


														Unrealized
		Number of		Exercise			Expiration		Premiums					Appreciation/
Description	Type	Contracts		Price			Date		Received		Value			(Depreciation)

Freeport-McMoRan
Copper & Gold, Inc., Cl. B	Call		44	$	47.000			12/19/11	$	5,073	$	(3,388	)	$	1,685
Globe Specialty Metals, Inc.	Put		51		17.500			12/19/11		5,201		(8,160	)		(2,959	)
Goldcorp, Inc.	Call		56		62.500			1/23/12		5,950		(1,680	)		4,270
Harmony Gold Mining Co. Ltd., Sponsored ADR	Put		48		14.000			11/21/11		5,661		(4,656	)		1,005
IAMGOLD Corp.	Call		41		26.000			1/23/12		5,417		(1,435	)		3,982
IAMGOLD Corp.	Put		72		16.000			12/19/11		7,044		(720	)		6,324
IAMGOLD Corp.	Put		65		20.000			12/19/11		6,628		(3,900	)		2,728
IAMGOLD Corp.	Put		39		19.000			12/19/11		3,977		(1,755	)		2,222
Kinross Gold Corp.	Put		48		14.000			11/21/11		4,675		(2,112	)		2,563
Market Vectors Gold Miners Fund	Put		47		54.000			12/19/11		12,244		(6,721	)		5,523
Molycorp, Inc.	Put		41		25.000			11/21/11		6,209		(451	)		5,758
New Gold, Inc.	Put		115	13.000		CAD		1/23/12		10,829		(18,345	)		(7,516	)
New Gold, Inc.	Put		48		10.000			11/21/11		6,335		(480	)		5,855
Newmont Mining Corp.	Call		41		80.000			12/19/11		5,887		(861	)		5,026
Newmont Mining Corp.	Call		24		72.500			12/19/11		2,940		(2,520	)		420
NovaGold Resources, Inc.	Put		52		9.000			1/23/12		5,303		(5,200	)		103
Osisko Mining Corp.	Call		78	16.000		CAD		1/23/12		9,099		(783	)		8,316
Randgold Resources Ltd., ADR	Call		41		145.000			1/23/12		5,670		(2,050	)		3,620
Randgold Resources Ltd., ADR	Call		47		100.000			12/19/11		8,863		(58,280	)		(49,417	)
Randgold Resources Ltd., ADR	Call		36		110.000			12/19/11		5,386		(21,240	)		(15,854	)
Randgold Resources Ltd., ADR	Put		41		87.500			1/23/12		7,119		(6,355	)		764
Randgold Resources Ltd., ADR	Put		41		90.000			12/19/11		6,436		(3,690	)		2,746
Royal Gold, Inc.	Put		50		50.000			1/23/12		6,099		(1,750	)		4,349
Royal Gold, Inc.	Put		41		60.000			1/23/12		4,013		(5,740	)		(1,727	)
Royal Gold, Inc.	Put		41		65.000			11/21/11		5,261		(2,460	)		2,801
Seabridge Gold, Inc.	Put		42		24.000			11/21/11		4,183		(5,880	)		(1,697	)
Silver Standard Resources, Inc.	Put		49		16.000			12/19/11		6,147		(2,695	)		3,452
Silver Wheaton Corp.	Put		41		29.000			1/23/12		6,190		(5,289	)		901
Silver Wheaton Corp.	Put		52		30.000			12/19/11		8,735		(5,148	)		3,587
Teck Resources Ltd., Cl. B	Put		52		35.000			11/21/11		9,309		(2,340	)		6,969

									$	1,438,090	$	(289,913	)	$	1,148,177

Exercise price is reported in U.S. Dollars (USD), except for those denoted in the following currency:

CAD Canadian Dollar

Credit Default Swap Contracts as of October 31, 2011 are as follows:

Pay/

Upfront

Buy/Sell

Notional

Receive

Payment

Reference Entity/

Credit

Amount

Fixed

Termination

Received/

Unrealized

Swap Counterparty

Protection

(000’s)

Rate

Date

(Paid)

Value

Depreciation

CDX North America High Yield Index,Series 17

JPMorgan Chase Bank NA

Sell

635

12/20/16

25,929

(36,357

)

10,428

51 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued

The table that follows shows the undiscounted maximum potential payment by the Fund related to selling credit protection in credit default swaps:

Type of Reference Asset on which

Total Maximum Potential
Payments for Selling Credit

Amount

Reference Asset

the Fund Sold Protection

Protection (Undiscounted)

Recoverable*

Rating Range**

Non-Investment Grade Corporate Debt Indexes

635,000

—

B+


*		The Fund has no amounts recoverable from related purchased protection. In addition, the Fund has no recourse provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.

**		The period end reference asset security ratings, as rated by any rating organization, are included in the equivalent Standard & Poor’s rating category. The reference asset rating represents the likelihood of a potential credit event on the reference asset which would result in a related payment by the Fund.

See accompanying Notes to Financial Statements.

52 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2011


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,476,224,342)	$	1,492,450,813
Affiliated companies (cost $412,135,050)		401,947,143
Wholly-owned subsidiary (cost $90,469,194)		99,087,421

		1,993,485,377
Cash—foreign currencies (cost $300,464)		299,572
Cash used for collateral on futures		29,679,281
Unrealized appreciation on foreign currency exchange contracts		20,905
Receivables and other assets:
Futures margins		9,087,894
Interest and dividends		4,856,113
Investments sold (including $96,711 sold on a when-issued or delayed delivery basis)		4,766,946
Other		208,297

Total assets		2,042,404,385

Liabilities
Bank overdraft		4,021,782
Appreciated options written, at value (premiums received $1,378,467)		148,942
Depreciated options written, at value (premiums received $59,623)		140,971
Unrealized depreciation on foreign currency exchange contracts		5,887
Depreciated swaps, at value (upfront payments received $25,929)		36,357
Payables and other liabilities:
Investments purchased (including $2,415,192 purchased on a when-issued or delayed delivery basis)		6,967,130
Shares of beneficial interest redeemed		3,306,812
Trustees’ compensation		1,005,703
Transfer and shareholder servicing agent fees		519,737
Distribution and service plan fees		413,365
Shareholder communications		294,485
Foreign capital gains tax		134,637
Futures margins		108,964
Other		148,944

Total liabilities		17,253,716

Net Assets	$	2,025,150,669

53 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES Continued


Composition of Net Assets
Par value of shares of beneficial interest	$	1,375,833
Additional paid-in capital		2,807,514,435
Accumulated net investment income		37,004,832
Accumulated net realized loss on investments and foreign currency transactions		(799,384,993	)
Net unrealized depreciation on investments and translation
of assets and liabilities denominated in foreign currencies		(21,359,438	)

Net Assets	$	2,025,150,669


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,473,322,112 and 99,469,062 shares of beneficial interest outstanding)	$	14.81
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	15.71
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $145,290,919 and 10,065,711 shares of beneficial interest outstanding)	$	14.43
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $313,962,611 and 21,740,612 shares of beneficial interest outstanding)	$	14.44
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $56,283,929 and 3,856,240 shares of beneficial interest outstanding)	$	14.60
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $36,291,098 and 2,451,698 shares of beneficial interest outstanding)	$	14.80

See accompanying Notes to Financial Statements.

54 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2011


Allocation of Income and Expenses from Master Funds¹
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	6,917,728
Dividends		7,212
Expenses²		(377,934	)

Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		6,547,006
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		26,957,883
Dividends		129,346
Expenses³		(1,118,996	)

Net investment income allocated from Oppenheimer Master Loan Fund, LLC		25,968,233

Total allocation of net investment income from master funds		32,515,239

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $1,689,649)		35,581,148
Affiliated companies		140,782
Interest		14,410,733
Other income		80,509

Total investment income		50,213,172

Expenses
Management fees		17,635,276
Distribution and service plan fees:
Class A		3,892,525
Class B		2,244,817
Class C		3,500,253
Class N		315,425
Transfer and shareholder servicing agent fees:
Class A		4,435,796
Class B		1,109,310
Class C		860,507
Class N		178,394
Class Y		85,134
Shareholder communications:
Class A		519,257
Class B		135,875
Class C		97,317
Class N		10,685
Class Y		2,203


1.		The Fund invests in certain affiliated mutual funds that expect to be treated as partnerships for tax purposes. See Note 1 of the accompanying Notes.

2.		Net of expense waivers and/or reimbursements of $4,277.

3.		Net of expense waivers and/or reimbursements of $12,307.

55 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF OPERATIONS Continued


Expenses Continued
Custodian fees and expenses	$	216,575
Trustees’ compensation		50,960
Administration service fees		1,500
Other		292,633

Total expenses		35,584,442
Less waivers and reimbursements of expenses		(2,034,829	)

Net expenses		33,549,613

Net Investment Income		49,178,798

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:
Investments from unaffiliated companies (including premiums on options exercised) (net of foreign capital gains tax of $64,271)		205,651,126
Closing and expiration of option contracts written		(50,409,038	)
Closing and expiration of futures contracts		(13,936,692	)
Foreign currency transactions		20,099,761
Short positions		(4,259	)
Swap contracts		(371,819	)
Net realized loss allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(4,461,897	)
Oppenheimer Master Loan Fund, LLC		(64,609	)

Total net realized gain		156,502,573

Net change in unrealized appreciation/depreciation on:
Investments		(130,067,933	)
Translation of assets and liabilities denominated in foreign currencies		(29,521,575	)
Futures contracts		(40,556,984	)
Option contracts written		8,635,668
Swap contracts		146,199
Net change in unrealized appreciation/deprecation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(2,922,057	)
Oppenheimer Master Loan Fund, LLC		(11,749,005	)

Total net change in unrealized appreciation/depreciation		(206,035,687	)

Net Decrease in Net Assets Resulting from Operations	$	(354,316	)

See accompanying Notes to Financial Statements.

56 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF CHANGES IN NET ASSETS


	October 31,			October 29,
Year Ended	2011			2010¹

Operations
Net investment income	$	49,178,798		$	25,652,537
Net realized gain		156,502,573			278,031,187
Net change in unrealized appreciation/depreciation		(206,035,687	)		55,286,854

Net increase (decrease) in net assets resulting from operations		(354,316	)		358,970,578

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(22,925,802	)		(12,319,958	)
Class B		(2,010,647	)		(239,366	)
Class C		(3,222,475	)		(609,553	)
Class N		(790,473	)		(378,540	)
Class Y		(682,706	)		(402,190	)

		(29,632,103	)		(13,949,607	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(127,647,712	)		(192,894,828	)
Class B		(131,463,391	)		(121,657,081	)
Class C		(44,130,394	)		(55,221,471	)
Class N		(12,319,889	)		(15,017,299	)
Class Y		1,220,053			(5,221,926	)

		(314,341,333	)		(390,012,605	)

Net Assets
Total decrease		(344,327,752	)		(44,991,634	)
Beginning of period		2,369,478,421			2,414,470,055

End of period (including accumulated net investment income of $37,004,832 and $11,092,912, respectively)	$	2,025,150,669		$	2,369,478,421


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

57 | OPPENHEIMER GLOBAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS


	October 31,			October 29,			October 31,			October 31,			October 31,
Class A Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	15.08		$	13.05		$	10.69		$	19.18		$	18.82

Income (loss) from investment operations:
Net investment income²		.36			.18			.16			.27			.24
Net realized and unrealized gain (loss)		(.41	)		1.96			2.36			(6.28	)		1.05

Total from investment operations		(.05	)		2.14			2.52			(6.01	)		1.29

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.22	)		(.11	)		(.16	)		(.29	)		(.25	)
Distributions from net realized gain		—			—			—			(2.19	)		(.68	)

Total dividends and/or distributions to shareholders		(.22	)		(.11	)		(.16	)		(2.48	)		(.93	)

Net asset value, end of period	$	14.81		$	15.08		$	13.05		$	10.69		$	19.18


Total Return, at Net Asset Value³		(0.37	)%		16.44	%		24.06	%		(35.52	)%		6.97	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,473,322		$	1,623,802		$	1,584,420		$	1,525,472		$	2,988,971

Average net assets (in thousands)	$	1,589,726		$	1,619,840		$	1,450,251		$	2,364,088		$	3,068,226

Ratios to average net assets:⁴
Net investment income		2.36	%⁵		1.29	%⁵		1.44	%		1.84	%		1.26	%
Total expenses		1.43	%^5,6		1.37	%^5,7		1.48	%		1.27	%		1.16	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.35	%^5,8		1.37	%⁵		1.42	%		1.26	%		1.14	%

Portfolio turnover rate		77	%		204	%⁹		232	%⁹		128	%⁹		112	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Ratio including all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			1.45	%

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


Year Ended October 29, 2010			1.37	%

Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			1.37	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended October 29, 2010	$	125,339,102	$	124,699,026
Year Ended October 31, 2009	$	878,270,714	$	1,182,457,896
Year Ended October 31, 2008	$	2,211,283,531	$	1,943,632,589

See accompanying Notes to Financial Statements.

58 | OPPENHEIMER GLOBAL ALLOCATION FUND


	October 31,			October 29,			October 31,			October 31,			October 31,
Class B Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	14.73		$	12.77		$	10.47		$	18.81		$	18.46

Income (loss) from investment operations:
Net investment income²		.23			.06			.08			.15			.09
Net realized and unrealized gain (loss)		(.41	)		1.91			2.32			(6.15	)		1.03

Total from investment operations		(.18	)		1.97			2.40			(6.00	)		1.12

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.12	)		(.01	)		(.10	)		(.15	)		(.09	)
Distributions from net realized gain		—			—			—			(2.19	)		(.68	)

Total dividends and/or distributions to shareholders		(.12	)		(.01	)		(.10	)		(2.34	)		(.77	)

Net asset value, end of period	$	14.43		$	14.73		$	12.77		$	10.47		$	18.81


Total Return, at Net Asset Value³		(1.25	)%		15.45	%		23.17	%		(36.03	)%		6.17	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	145,291		$	277,243		$	353,853		$	410,268		$	1,294,217

Average net assets (in thousands)	$	224,604		$	309,274		$	357,111		$	765,095		$	1,649,062

Ratios to average net assets:⁴
Net investment income		1.53	%⁵		0.46	%⁵		0.71	%		1.04	%		0.48	%
Total expenses		2.42	%^5,6		2.33	%^5,7		2.44	%		2.06	%		1.94	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.20	%^5,8		2.18	%⁵		2.20	%		2.05	%		1.92	%

Portfolio turnover rate		77	%		204	%⁹		232	%⁹		128	%⁹		112	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Ratio including all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			2.44	%

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


Year Ended October 29, 2010			2.33	%

Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			2.22	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended October 29, 2010	$	125,339,102	$	124,699,026
Year Ended October 31, 2009	$	878,270,714	$	1,182,457,896
Year Ended October 31, 2008	$	2,211,283,531	$	1,943,632,589

See accompanying Notes to Financial Statements.

59 | OPPENHEIMER GLOBAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS Continued


	October 31,			October 29,			October 31,			October 31,			October 31,
Class C Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	14.73		$	12.77		$	10.47		$	18.81		$	18.48

Income (loss) from investment operations:
Net investment income²		.25			.08			.08			.16			.10
Net realized and unrealized gain (loss)		(.40	)		1.90			2.32			(6.14	)		1.02

Total from investment operations		(.15	)		1.98			2.40			(5.98	)		1.12

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.14	)		(.02	)		(.10	)		(.17	)		(.11	)
Distributions from net realized gain		—			—			—			(2.19	)		(.68	)

Total dividends and/or distributions to shareholders		(.14	)		(.02	)		(.10	)		(2.36	)		(.79	)

Net asset value, end of period	$	14.44		$	14.73		$	12.77		$	10.47		$	18.81


Total Return, at Net Asset Value³		(1.08	)%		15.55	%		23.23	%		(35.95	)%		6.15	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	313,963		$	363,252		$	366,167		$	373,380		$	883,839

Average net assets (in thousands)	$	350,372		$	366,311		$	343,726		$	621,258		$	979,278

Ratios to average net assets:⁴
Net investment income		1.65	%⁵		0.57	%⁵		0.74	%		1.10	%		0.53	%
Total expenses		2.14	%^5,6		2.08	%^5,7		2.19	%		2.00	%		1.89	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.06	%^5,8		2.08	%⁵		2.14	%		1.99	%		1.87	%

Portfolio turnover rate		77	%		204	%⁹		232	%⁹		128	%⁹		112	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Ratio including all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			2.16	%

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


Year Ended October 29, 2010			2.08	%

Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			2.08	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions

Year Ended October 29, 2010	$	125,339,102	$	124,699,026
Year Ended October 31, 2009	$	878,270,714	$	1,182,457,896
Year Ended October 31, 2008	$	2,211,283,531	$	1,943,632,589

See accompanying Notes to Financial Statements.

60 | OPPENHEIMER GLOBAL ALLOCATION FUND


	October 31,			October 29,			October 31,			October 31,			October 31,
Class N Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	14.86		$	12.87		$	10.54		$	18.94		$	18.59

Income (loss) from investment operations:
Net investment income²		.32			.14			.14			.23			.18
Net realized and unrealized gain (loss)		(.39	)		1.93			2.33			(6.20	)		1.03

Total from investment operations		(.07	)		2.07			2.47			(5.97	)		1.21

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.19	)		(.08	)		(.14	)		(.24	)		(.18	)
Distributions from net realized gain		—			—			—			(2.19	)		(.68	)

Total dividends and/or distributions to shareholders		(.19	)		(.08	)		(.14	)		(2.43	)		(.86	)

Net asset value, end of period	$	14.60		$	14.86		$	12.87		$	10.54		$	18.94


Total Return, at Net Asset Value³		(0.55	)%		16.09	%		23.89	%		(35.69	)%		6.66	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	56,284		$	69,338		$	74,293		$	76,475		$	171,675

Average net assets (in thousands)	$	63,592		$	71,783		$	70,697		$	125,526		$	193,216

Ratios to average net assets:⁴
Net investment income		2.13	%⁵		1.03	%⁵		1.26	%		1.57	%		0.95	%
Total expenses		1.66	%^5,6		1.61	%^5,7		1.69	%		1.53	%		1.46	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.58	%^5,8		1.61	%⁵		1.62	%		1.52	%		1.44	%

Portfolio turnover rate		77	%		204	%⁹		232	%⁹		128	%⁹		112	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Ratio including all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			1.68	%

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


Year Ended October 29, 2010			1.61	%

Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			1.60	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions
Year Ended October 29, 2010	$	125,339,102	$	124,699,026
Year Ended October 31, 2009	$	878,270,714	$	1,182,457,896
Year Ended October 31, 2008	$	2,211,283,531	$	1,943,632,589

See accompanying Notes to Financial Statements.

61 | OPPENHEIMER GLOBAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS Continued


	October 31,			October 29,			October 31,			October 31,			October 31,
Class Y Year Ended	2011			2010¹			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	15.07		$	13.05		$	10.68		$	19.18		$	18.82

Income (loss) from investment operations:
Net investment income²		.42			.23			.25			.31			.30
Net realized and unrealized gain (loss)		(.42	)		1.95			2.34			(6.28	)		1.04

Total from investment operations		—			2.18			2.59			(5.97	)		1.34

Dividends and/or distributions to shareholders:
Dividends from net investment income		(.27	)		(.16	)		(.22	)		(.34	)		(.30	)
Distributions from net realized gain		—			—			—			(2.19	)		(.68	)

Total dividends and/or distributions to shareholders		(.27	)		(.16	)		(.22	)		(2.53	)		(.98	)

Net asset value, end of period	$	14.80		$	15.07		$	13.05		$	10.68		$	19.18


Total Return, at Net Asset Value³		(0.04	)%		16.80	%		24.83	%		(35.35	)%		7.29	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	36,291		$	35,843		$	35,737		$	82,551		$	227,020

Average net assets (in thousands)	$	38,475		$	35,361		$	42,026		$	165,149		$	294,643

Ratios to average net assets:⁴
Net investment income		2.71	%⁵		1.64	%⁵		2.25	%		2.12	%		1.56	%
Total expenses		1.10	%^5,6		1.01	%^5,7		1.00	%		0.98	%		0.86	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.02	%^5,8		1.01	%⁵		0.85	%		0.97	%		0.84	%

Portfolio turnover rate		77	%		204	%⁹		232	%⁹		128	%⁹		112	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

5.		Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.

6.		Ratio including all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			1.12	%

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


Year Ended October 29, 2010			1.01	%

Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:


Year Ended October 31, 2011			1.04	%

The portfolio turnover rate excludes purchase and sale transactions of To Be Announced (TBA) mortgage-related securities as follows:


	Purchase Transactions		Sale Transactions
Year Ended October 29, 2010	$	125,339,102	$	124,699,026
Year Ended October 31, 2009	$	878,270,714	$	1,182,457,896
Year Ended October 31, 2008	$	2,211,283,531	$	1,943,632,589

See accompanying Notes to Financial Statements.

62 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Global Allocation Fund (the “Fund”), a series of Oppenheimer Quest for Value Funds, is an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek a combination of growth of capital and investment income. The Fund’s primary objective is growth of capital. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

The Fund offers Class A, Class B, Class C, Class N and Class Y shares. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class B, Class C and Class N shares are sold without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors 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 Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

Previous Annual Period. Since October 29, 2010 represents the last day during the Fund’s 2010 fiscal year on which the New York Stock Exchange was open for trading, the Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

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

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

63 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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

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

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

U.S. domestic and international debt instruments (including corporate, government, municipal, mortgage-backed, collateralized mortgage obligations and asset-backed securities) and “money market-type” debt instruments with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing price quotations obtained from independent pricing services or broker-dealers. Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.

Structured securities are valued utilizing price quotations obtained from broker-dealers or independent pricing services. Values are determined based upon market inputs which typically include the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.

Swap contracts are valued utilizing price quotations obtained from broker-dealer counterparties or independent pricing services. Values are determined based on relevant market information on the underlying reference assets which may include credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures and forward currency rates.

Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from independent pricing services.

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

64 | OPPENHEIMER GLOBAL ALLOCATION FUND

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

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

The net asset value per share of the Subsidiary is determined as of the close of the Exchange, on each day the Exchange is open for trading. The net asset value per share is determined by dividing the value of the Subsidiary’s net assets by the number of shares that are outstanding. The Subsidiary values its investments in the same manner as the Fund as described above.

Structured Securities. The Fund invests in structured securities whose market values, interest rates and/or redemption prices are linked to the performance of underlying foreign currencies, interest rate spreads, stock market indices, prices of individual securities, commodities or other financial instruments or the occurrence of other specific events. The structured securities are often leveraged, increasing the volatility of each note’s market value relative to the change in the underlying linked financial element or event. Fluctuations in value of these securities are recorded as unrealized gains and losses in the accompanying Statement of Operations. The Fund records a realized gain or loss when a structured security is sold or matures.

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction.

65 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Their failure to do so may cause the Fund to lose the opportunity to obtain or dispose of the security at a price and yield it considers advantageous. The Fund may also sell securities that it purchased on a when-issued basis or forward commitment prior to settlement of the original purchase.

As of October 31, 2011, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:


	When-Issued or Delayed
	Delivery Basis Transactions
Purchased securities	$	2,415,192
Sold securities		96,711

Securities Sold Short. The Fund sells securities that it does not own, and it will therefore be obligated to purchase such securities at a future date. Upon entering into a short position, the Fund is required to segregate securities at its custodian with a value equal to a certain percentage of the value of the securities that it sold short. Securities that have been segregated for this purpose are disclosed as such in the Statement of Investments. The value of the open short position is recorded as a liability, and the Fund records an unrealized gain or loss to the extent of the difference between the proceeds received and the change in value of the open short position. The Fund records a realized gain or loss when the short position is closed out. By entering into short sales, the Fund bears the market risk of increases in value of the security sold short in excess of the proceeds received. Until the security is replaced, the Fund is required to pay the lender any dividend or interest earned. Dividend expense on short sales is treated as an expense in the Statement of Operations.

As of October 31, 2011, the Fund had no outstanding securities sold short.

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of October 31, 2011 is as follows:


Cost	$	691,734
Market Value	$	522,038
Market Value as a % of Net Assets		0.03	%

Investment in Oppenheimer Global Allocation Fund (Cayman) Ltd. The Fund has established a Cayman Islands company that is wholly-owned and controlled by the Fund (the “Subsidiary”). The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked derivatives (including commodity related futures, options and swap contracts), and exchange traded funds and certain fixed-income

66 | OPPENHEIMER GLOBAL ALLOCATION FUND

securities and other investments that may serve as margin or collateral for its derivatives positions. Investments in the Subsidiary are expected to provide the Fund with exposure to commodities markets within the limitations of the federal tax requirements that apply to the Fund. The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund. The Fund wholly owns and controls the Subsidiary, and the Fund and Subsidiary are both managed by the Manager.

The Fund does not consolidate the assets, liabilities, capital or operations of the Subsidiary into its financial statements. Rather, the Subsidiary is separately presented as an investment in the Fund’s Statement of Investments. Shares of the Subsidiary are valued at their net asset value per share. Gains or losses on withdrawals of capital from the Subsidiary by the Fund are recognized on an average cost basis. Unrealized appreciation or depreciation on the Fund’s investment in the Subsidiary is recorded in the Fund’s Statement of Assets and Liabilities and the Fund’s Statement of Operations. Distributions received from the Subsidiary are recorded as income on the ex-dividend date.

For tax purposes, the Subsidiary is an exempted Cayman investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes through September of 2030. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax. However, as a wholly-owned Controlled Foreign Corporation, the Subsidiary’s net income and capital gain, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income. In addition, any in-kind capital contributions made by the Fund to the Subsidiary will result in the Fund recognizing taxable gain to the extent of unrealized gain, if any, on securities transferred to the Subsidiary while any unrealized losses on securities so transferred will not be recognized at the time of transfer.

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

Investment in Oppenheimer Master Funds. The Fund is permitted to invest in entities sponsored and/or advised by the Manager or an affiliate. Certain of these entities in which the Fund invests are mutual funds registered under the Investment Company

67 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC and Oppenheimer Master Event-Linked Bond Fund, LLC (the “Master Funds”). Each Master Fund has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Master Fund than in another, the Fund will have greater exposure to the risks of that Master Fund.

The investment objective of Oppenheimer Master Loan Fund, LLC is to seek as high a level of current income and preservation of capital as is consistent with investing primarily in loans and other debt securities. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek a high level of current income principally derived from interest on debt securities. The Fund’s investments in the Master Funds are included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investments in each Master Fund according to its allocated pro-rata share, based on its relative proportion of total outstanding Master Fund shares held, of the total net income earned and the net gain/(loss) realized on investments sold by the Master Funds. As a shareholder, the Fund is subject to its proportional share of the Master Funds’ expenses, including their 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 the Master Funds.

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

68 | OPPENHEIMER GLOBAL ALLOCATION FUND

Operating expenses directly attributable to a specific class are charged against the operations of that class.

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

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

Net Unrealized

Appreciation Based

on Cost of Securities

Undistributed

Accumulated

and Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3,4

Tax Purposes

$42,093,553

—

838,029,967

$3,147,131


1.		As of October 31, 2011, the Fund had $837,958,649 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of October 31, 2011, details of the capital loss carryforwards were as follows:


Expiring

2016	$	427,485,203
2017		410,473,446

Total	$	837,958,649


2.		The Fund had $71,318 of straddle losses which were deferred.

3.		During the fiscal year ended October 31, 2011, the Fund utilized $102,980,742 of capital loss carryforward to offset capital gains realized in that fiscal year.

4.		During the fiscal year ended October 29, 2010, the Fund utilized $278,722,173 of capital loss carryforward to offset capital gains realized in that fiscal year.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains may differ from their ultimate characterization for federal income tax purposes. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

Accordingly, the following amounts have been reclassified for October 31, 2011. Net assets of the Fund were unaffected by the reclassifications.

69 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued


	Increase to
Increase to	Accumulated Net
Accumulated Net	Realized Loss
Investment Income	on Investments
$6,365,225	$	6,365,225

The tax character of distributions paid during the years ended October 31, 2011 and October 29, 2010 was as follows:


	Year Ended		Year Ended
	October 31, 2011		October 29, 2010
Distributions paid from:
Ordinary income	$	29,632,103	$	13,949,607

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of October 31, 2011 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.


Federal tax cost of securities	$	1,991,168,987
Federal tax cost of other investments		(342,955,967	)
			��
Total federal tax cost	$	1,648,213,020


Gross unrealized appreciation	$	140,996,412
Gross unrealized depreciation		(137,849,281	)

Net unrealized appreciation	$	3,147,131

Certain foreign countries impose a tax on capital gains which is accrued by the Fund based on unrealized appreciation, if any, on affected securities. The tax is paid when the gain is realized.

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was signed into law on December 22, 2010. The Act makes changes to a number of tax rules impacting the Fund. Although the Act provides a number of benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of a fund’s prior year capital loss carryovers will expire unused. In general, the provisions of the Act will be effective for the Fund’s fiscal year ending 2012. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending 2012.

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s independent trustees. Benefits are based on years of service and fees paid to each trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active independent trustees as of the Freeze Date have each elected a distribution method

70 | OPPENHEIMER GLOBAL ALLOCATION FUND

with respect to their benefits under the Plan. During the year ended October 31, 2011, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	12,930
Payments Made to Retired Trustees		85,009
Accumulated Liability as of October 31, 2011		839,378

The Board of Trustees has adopted a compensation deferral plan for independent trustees that enables trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Statement of Assets and Liabilities. Deferral of trustees’ fees under the plan will not affect the net assets of the Fund, and will not materially affect the Fund’s assets, liabilities or net investment income per share. Amounts will be deferred until distributed in accordance with the compensation deferral plan.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. generally accepted accounting principles, are recorded on the ex-dividend date. Income distributions, if any, are declared and paid quarterly. Capital gain distributions, if any, are declared and paid annually.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income 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.

71 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. 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.

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

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.01 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended October 31, 2011						Year Ended October 29, 2010
	Shares			Amount			Shares			Amount
Class A
Sold		11,987,920		$	184,486,971			12,471,403		$	175,242,695
Dividends and/or distributions reinvested		1,369,109			21,097,577			797,062			11,295,129
Redeemed		(21,570,759	)		(333,232,260	)		(26,959,071	)		(379,432,652	)

Net decrease		(8,213,730	)	$	(127,647,712	)		(13,690,606	)	$	(192,894,828	)


Class B
Sold		1,700,256		$	25,706,890			2,384,336		$	32,899,455
Dividends and/or distributions reinvested		104,548			1,579,688			13,304			186,917
Redeemed		(10,563,507	)		(158,749,969	)		(11,288,241	)		(154,743,453	)

Net decrease		(8,758,703	)	$	(131,463,391	)		(8,890,601	)	$	(121,657,081	)


Class C
Sold		1,675,906		$	25,201,566			1,861,991		$	25,672,616
Dividends and/or distributions reinvested		184,840			2,793,185			37,292			521,802
Redeemed		(4,782,759	)		(72,125,145	)		(5,918,733	)		(81,415,889	)

Net decrease		(2,922,013	)	$	(44,130,394	)		(4,019,450	)	$	(55,221,471	)


Class N
Sold		623,347		$	9,532,968			958,457		$	13,369,397
Dividends and/or distributions reinvested		49,188			748,184			25,495			356,856
Redeemed		(1,481,801	)		(22,601,041	)		(2,091,777	)		(28,743,552	)

Net decrease		(809,266	)	$	(12,319,889	)		(1,107,825	)	$	(15,017,299	)

72 | OPPENHEIMER GLOBAL ALLOCATION FUND


	Year Ended October 31, 2011						Year Ended October 29, 2010
	Shares			Amount			Shares			Amount
Class Y
Sold		675,537		$	10,559,481			556,094		$	7,762,165
Dividends and/or distributions reinvested		40,314			620,142			26,298			371,085
Redeemed		(642,429	)		(9,959,570	)		(942,598	)		(13,355,176	)

Net increase (decrease)		73,422		$	1,220,053			(360,206	)	$	(5,221,926	)

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended October 31, 2011, were as follows:


	Purchases		Sales
Investment securities	$	1,633,994,554	$	1,948,996,919
U.S. government and government agency obligations		205,515		205,132

4. Fees and Other Transactions with Affiliates

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


Fee Schedule
Up to $1.0 billion	0.80	%
Next $2.0 billion	0.76
Next $1.0 billion	0.71
Next $1.0 billion	0.66
Next $1.0 billion	0.60
Next $1.0 billion	0.55
Next $2.0 billion	0.50
Over $9.0 billion	0.48

Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of the Manager, acts as the transfer and shareholder servicing agent for the Fund. The Fund pays OFS a per account fee. For the year ended October 31, 2011, the Fund paid $6,420,161 to OFS for services to the Fund.

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

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

73 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Distribution and Service Plan for Class A Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) for Class A shares. Under the Plan, the Fund pays a service fee to the Distributor at an annual rate of 0.25% of the daily net assets of Class A shares. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal services and maintenance of accounts of their customers that hold Class A shares. Under the Plan, the Fund may also pay an asset-based sales charge to the Distributor. However, the Fund’s Board has currently set the rate at zero. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

Distribution and Service Plans for Class B, Class C and Class N Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class N shares under Rule 12b-1 of the Investment Company Act of 1940 to compensate the Distributor for its services in connection with the distribution of those shares and servicing accounts. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class N shares daily net assets. The Distributor also receives a service fee of 0.25% per year under each plan. If either the Class B, Class C or Class N plan is terminated by the Fund or by the shareholders of a class, the Board of Trustees and its independent trustees must determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the service fee and/or asset-based sales charge in respect to shares sold prior to the effective date of such termination. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations. The Distributor determines its uncompensated expenses under the Plans at calendar quarter ends. The Distributor’s aggregate uncompensated expenses under the Plans at September 30, 2011 were as follows:


Class B	$	29,759,592
Class C		33,264,412
Class N		6,334,655

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

Class A

Class B

Class C

Class N

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

October 31, 2011

279,430

4,636

301,648

23,161

4,247

74 | OPPENHEIMER GLOBAL ALLOCATION FUND

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary and may not be terminated unless approved by the Fund’s Board of Trustees. During the year ended October 31, 2011, the Manager waived $276,277.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investments in IMMF and Master Funds. During the year ended October 31, 2011, the Manager waived fees and/or reimbursed the Fund $1,435,383 for management fees.

OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

During the year ended October 31, 2011, OFS waived transfer and shareholder servicing agent fees as follows:


Class B		$	323,169

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

5. Risk Exposures and the Use of Derivative Instruments

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

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

Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market. Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

75 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

5.		Risk Exposures and the Use of Derivative Instruments Continued

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

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

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

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

		Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

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

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

76 | OPPENHEIMER GLOBAL ALLOCATION FUND

risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. Associated risks can be different for each type of derivative and are discussed by each derivative type in the notes that follow.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund. The Fund’s derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. The Fund intends to enter into financial transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction. As of October 31, 2011, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $45,936,903, which represents gross payments to be received by the Fund on these derivative contracts were they to be unwound as of period end. To reduce this risk the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. master agreements, which allow the Fund to net unrealized appreciation and depreciation for certain positions in swaps, over-the-counter options, swaptions, and forward currency exchange contracts for each individual counterparty. The amount of loss that the Fund would incur taking into account these master netting arrangements would be $45,879,628 as of October 31, 2011. In addition, the Fund may require that certain counterparties post cash and/or securities in collateral accounts to cover their net payment obligations for those derivative contracts subject to International Swap and Derivatives Association, Inc. master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund.

As of October 31, 2011 the Fund has required certain counterparties to post collateral of $53,800,107.

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

77 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

Risk Exposures and the Use of Derivative Instruments Continued

Valuations of derivative instruments as of October 31, 2011 are as follows:

Asset Derivatives

Liability Derivatives

Statement of

Derivatives

Assets and

Not Accounted for as

Liabilities

Hedging Instruments

Location

Value

Location

Value

Credit contracts

Depreciated swaps, at value

36,357

Equity contracts

Futures margins

8,972,820

Equity contracts

Investments, at value

45,914,486

Equity contracts

Appreciated options written, at value

119,703

Equity contracts

Depreciated options written, at value

140,971

Foreign exchange contracts

Investments, at value

28,918

Foreign exchange contracts

Unrealized appreciation on foreign currency exchange contracts

20,905

Unrealized depreciation on foreign currency exchange contracts

5,887

Foreign exchange contracts

Appreciated options written, at value

29,239

Interest rate contracts

Futures margins

115,074

Futures margins

108,964

Interest rate contracts

Investments, at value

3,906,250

Total

58,958,453

441,121


*		Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on the Statement of Assets and Liabilities upon receipt or payment.

**		Amounts relate to purchased options.

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


Amount of Realized Gain or (Loss) Recognized on Derivatives
	Investments from
	unaffiliated
	companies		Closing and
Derivatives Not	(including		expiration			Closing and
Accounted	premiums		of option			expiration			Foreign
for as Hedging	on options		contracts			of futures			currency			Swap
Instruments	exercised)*		written			contracts			transactions			contracts			Total

Credit contracts	$	—	$	—		$	—		$	—		$	6,999		$	6,999
Equity contracts		49,185,642		(50,836,706	)		(1,439,275	)		—			—			(3,090,339	)
Foreign exchange contracts		2,639		141,337			—			(2,128,857	)		—			(1,984,881	)
Interest rate contracts		13,328,664		286,331			(12,497,417	)		—			(378,818	)		738,760

Total	$	62,516,945	$	(50,409,038	)	$	(13,936,692	)	$	(2,128,857	)	$	(371,819	)	$	(4,329,461	)


*		Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.

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Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
									Translation of
									assets and
Derivatives Not									liabilities
Accounted for				Option					denominated
as Hedging				contracts		Futures			in foreign			Swap
Instruments	Investments*			written		contracts			currencies			contracts			Total

Credit contracts	$	—		$	—	$	—		$	—		$	(10,428	)	$	(10,428	)
Equity contracts		(6,002,007	)		7,563,022		(37,010,198	)		—			—			(35,449,183	)
Foreign exchange contracts		727,365	)		1,072,646		—			(835,674	)		—			(490,393	)
Interest rate contracts		(355,990	)		—		(3,546,786	)		—			156,627			(3,746,149	)

Total	$	(7,085,362	)	$	8,635,668	$	(40,556,984	)	$	(835,674	)	$	146,199		$	(39,696,153	)


*		Includes purchased option contracts and purchased swaption contracts, if any.

Foreign Currency Exchange Contracts

The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.

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

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

The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to take a positive investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.

The Fund has entered into forward foreign currency exchange contracts with the obligation to purchase specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.

The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to take a negative investment perspective on the related currency. These forward foreign currency exchange contracts seek to increase exposure to foreign exchange rate risk.

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NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

The Fund has entered into forward foreign currency exchange contracts with the obligation to sell specified foreign currencies in the future at a currently negotiated forward rate in order to decrease exposure to foreign exchange rate risk associated with foreign currency denominated securities held by the Fund.

During the year ended October 31, 2011, the Fund had daily average contract amounts on forward foreign currency contracts to buy and sell of $10,537,832 and $9,531,790, respectively.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default.

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a financial instrument, or currency, at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts.

Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when the Fund’s assets are valued.

Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by the Fund each day. The variation margin payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses.

Futures contracts are reported on a schedule following the Statement of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are noted in the Statement of Investments. Cash held by the broker to cover initial margin requirements on open futures contracts and the receivable and/or payable for the daily mark to market for the variation margin are noted in the Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statement of Operations. Realized gains (losses) are reported in the Statement of Operations at the closing or expiration of futures contracts.

The Fund has purchased futures contracts on various bonds and notes to increase exposure to interest rate risk.

The Fund has sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.

The Fund has sold futures contracts on various equity indexes to decrease exposure to equity risk.

During the year ended October 31, 2011, the Fund had an ending monthly average market value of $127,699,212 and $71,561,863 on futures contracts purchased and sold, respectively.

Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging

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purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

Option Activity

The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security at a fixed price, upon exercise of the option.

Options are valued daily based upon the last sale price on the principal exchange on which the option is traded. The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.

The Fund has purchased put options on currencies to decrease exposure to foreign exchange rate risk. A purchased put option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

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

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

The Fund has purchased call options on treasury futures to increase exposure to interest rate risk. A purchased call option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

During the year ended October 31, 2011, the Fund had an ending monthly average market value of $33,662,787 and $8,478,371 on purchased call options and purchased put options, respectively.

Options written, if any, are reported in a schedule following the Statement of Investments and as a liability in the Statement of Assets and Liabilities. Securities held in collateralized accounts to cover potential obligations with respect to outstanding written options are noted in the Statement of Investments.

The risk in writing a call option is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.

The Fund has written put options on currencies to increase exposure to foreign exchange rate risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

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NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

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

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

The Fund has written put options on treasury futures to increase exposure to interest rate risk. A written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

The Fund has written call options on treasury futures to decrease exposure to interest rate risk. A written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

During the year ended October 31, 2011, the Fund had an ending monthly average market value of $314,667 and $16,734,250 on written call options and written put options, respectively.

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

Written option activity for the year ended October 31, 2011 was as follows:

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

Options outstanding as of October 29, 2010		498		$	60,887			203,217		$	179,992
Options written		14,261			1,336,885			52,475,383			84,958,852
Options closed or expired		(11,995	)		(1,044,669	)		(26,065,107	)		(83,697,414	)
Options exercised		(1,614	)		(219,138	)		(1,167	)		(137,305	)

Options outstanding as of October 31, 2011		1,150		$	133,965			26,612,326		$	1,304,125

Swap Contracts

The Fund may enter into swap contract agreements with a counterparty to exchange a series of cash flows based on either specified reference rates, or the occurrence of a credit event, over a specified period. Such contracts may include interest rate, equity, debt, index, total return, credit and currency swaps.

Swaps are marked to market daily using primarily quotations from pricing services, counterparties and brokers. Swap contracts are reported on a schedule following the Statement of Investments. The values of swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities by contracts in unrealized appreciation and depreciation positions. Upfront payments paid or received, if any, affect the value of the respective swap. Therefore, to determine the unrealized appreciation (depreciation) on swaps, upfront payments paid should be

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subtracted from, while upfront payments received should be added to, the value of contracts reported as an asset on the Statement of Assets and Liabilities. Conversely, upfront payments paid should be added to, while upfront payments received should be subtracted from the value of contracts reported as a liability. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.

Swap contract agreements are exposed to the market risk factor of the specific underlying reference asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps require little or no initial cash investment, they can expose the Fund to substantial risk in the isolated market risk factor.

Credit Default Swap Contracts. A credit default swap is a bilateral contract that enables an investor to buy or sell protection on a debt security against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on the debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a single security or a basket of securities (the “reference asset”).

The buyer of protection pays a periodic fee to the seller of protection based on the notional amount of debt securities underlying the swap contract. The seller of protection agrees to compensate the buyer of protection for future potential losses as a result of a credit event on the reference asset. The contract effectively transfers the credit event risk of the reference asset from the buyer of protection to the seller of protection.

The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference asset improves relative to the credit quality at contract initiation, the buyer of protection may have an unrealized loss greater than the anticipated periodic fee owed. This unrealized loss would be the result of current credit protection being cheaper than the cost of credit protection at contract initiation. If the buyer elects to terminate the contract prior to its maturity, and there has been no credit event, this unrealized loss will become realized. If the contract is held to maturity, and there has been no credit event, the realized loss will be equal to the periodic fee paid over the life of the contract.

If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the reference asset less the market value of the reference asset. Upon exercise of the contract the difference between the value of the underlying reference asset and

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NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

the notional amount is recorded as realized gain (loss) and is included on the Statement of Operations.

The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual securities and/or, indexes that are either unavailable or considered to be less attractive in the bond market.

The Fund has purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and/or, indexes.

For the year ended October 31, 2011, the Fund had ending monthly average notional amounts of $16,923 and $48,846 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Interest Rate Swap Contracts. An interest rate swap is an agreement between counterparties to exchange periodic payments based on interest rates. One cash flow stream will typically be a floating rate payment based upon a specified interest rate while the other is typically a fixed interest rate.

The Fund has entered into interest rate swaps in which it pays a floating interest rate and receives a fixed interest rate in order to increase exposure to interest rate risk. Typically, if relative interest rates rise, payments made by the Fund under a swap agreement will be greater than the payments received by the Fund.

For the year ended October 31, 2011, the Fund had ending monthly average notional amounts of $2,731,502 on interest rate swaps which receive a fixed rate, respectively.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

As of October 31, 2011, the Fund had no such interest rate swap agreements outstanding.

6. Restricted Securities

As of October 31, 2011, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

7. Pending Litigation

84 | OPPENHEIMER GLOBAL ALLOCATION FUND

the Manager and distributed by the Distributor (the “Defendant Funds”). Several of these lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities laws and various states’ securities, consumer protection and common law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. On June 1, 2011, the U.S. District Court for the District of Colorado gave preliminary approval to stipulations and agreements of settlement in certain putative class action lawsuits involving two Defendant Funds, Oppenheimer Champion Income Fund and Oppenheimer Core Bond Fund. On September 30, 2011, the court entered orders and final judgments approving the settlements as fair, reasonable and adequate. Those orders are not subject to further appeal. These settlements do not resolve other outstanding lawsuits relating to Oppenheimer Champion Income Fund and Oppenheimer Core Bond Fund, nor do the settlements affect certain other putative class action lawsuits pending in federal court against the Manager, the Distributor, and other Defendant Funds and their independent trustees.

In 2009, what are claimed to be derivative lawsuits were filed in New Mexico state court against the Manager and a subsidiary (but not against the Fund) on behalf of the New Mexico Education Plan Trust challenging a settlement reached in 2010 between the Manager, its subsidiary and the Distributor and the board of the New Mexico section 529 college savings plan. These lawsuits allege breach of contract, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys’ fees and litigation expenses. On September 9, 2011, the court denied plaintiffs’ request for a hearing to determine the fairness of the settlement, finding that plaintiffs lacked standing to pursue derivative claims on behalf of the Trust. On October 27, 2011, the parties to these actions filed a joint motion to dismiss the lawsuits with prejudice, which the court granted on October 28, 2011.

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NOTES TO FINANCIAL STATEMENTS Continued

7. Pending Litigation Continued

On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. On July 29, 2011, a stipulation of settlement between certain affiliates of the Manager and the Trustee appointed under the Securities Investor Protection Act to liquidate BLMIS was filed in the U.S. Bankruptcy Court for the Southern District of New York to resolve purported preference and fraudulent transfer claims by the Trustee. On September 22, 2011, the court entered an order approving the settlement as fair, reasonable and adequate. In October 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The aforementioned settlements do not resolve other outstanding lawsuits against the Manager and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On July 15, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

The Manager believes the lawsuits and appeals described above are without legal merit and, with the exception of actions it has settled, is defending against them vigorously. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. While it is premature to render any opinion as to the outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, the Manager believes that these suits should not impair the ability of the Manager or the Distributor to perform their respective duties to the Fund, and that the outcome of all of the suits together should not have any material effect on the operations of any of the Oppenheimer mutual funds.

86 | OPPENHEIMER GLOBAL ALLOCATION FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Quest for Value Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Global Allocation Fund (one of the portfolios constituting the Oppenheimer Quest for Value Funds), including the statement of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2011, 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 Global Allocation Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
December 16, 2011

87 | OPPENHEIMER GLOBAL ALLOCATION FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2011, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2010. Regulations of the U.S. Treasury Department require the Fund to report this information to the Internal Revenue Service.

Dividends, if any, paid by the Fund during the fiscal year ended October 31, 2011 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 18.73% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended October 31, 2011 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 $29,828,016 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2011, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended October 31, 2011, the maximum amount allowable but not less than $25,104,729 or 84.72% of the ordinary distributions paid by the Fund qualifies as an interest related dividend.

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

88 | OPPENHEIMER GLOBAL ALLOCATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENTS Unaudited

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

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

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

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

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

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

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

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

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

90 | OPPENHEIMER GLOBAL ALLOCATION FUND

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

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

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

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreement through September 30, 2012. In arriving at this decision, the Board did not single out any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreement, including the management fee, in light of all of the surrounding circumstances.

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

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

The Fund files its complete schedule of portfolio holdings with the SEC for the first quarter and the third quarter of each fiscal year on Form N-Q. The Fund’s Form N-Q filings are available on the SEC’s website at 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.

92 | OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited


Name, Position(s) Held with the		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships
Fund, Length of Service, Age		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.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2001) Age: 68		Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 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.

David K. Downes, Trustee (since 2005) Age: 71		Director of THL Credit Inc. (since June 2009); Independent Chairman GSK Employee Benefit Trust (since April 2006); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, 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.

93 | OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


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

Matthew P. Fink, Trustee (since 2009) Age: 70		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, 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.

Phillip A. Griffiths, Trustee (since 2009) Age: 73		Fellow of the Carnegie Corporation (since 2007); Member of the National Academy of Sciences (since 1979); Council on Foreign Relations (since 2002); Foreign Associate of Third World Academy of Sciences (since 2002); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Director of GSI Lumonics Inc. (precision technology products company) (2001-2010); Senior Advisor of The Andrew W. Mellon Foundation (2001-2010); Distinguished Presidential Fellow for International Affairs of the National Academy of Science (2002-2010); Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Griffiths has served on the Boards of certain Oppenheimer funds since June 1999, 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.

Mary F. Miller, Trustee (since 2009) Age: 68		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, 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.

Joel W. Motley, Trustee (since 2009) Age: 59		Board Member of Pulitzer center for Crisis Reporting (non-profit journalism) (since December 2010); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998- December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Chairman of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 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.

Mary Ann Tynan, Trustee (since 2009) Age: 66		Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospitals (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management

94 | OPPENHEIMER GLOBAL ALLOCATION FUND


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

Mary Ann Tynan, Continued		Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Tynan has served on the Boards of certain Oppenheimer funds since October 2008, 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.

Joseph M. Wikler, Trustee (since 2009) Age: 70		Director of C-TASC (bio-statistics services) (since 2007); formerly, Director of the following medical device companies: Medintec (1992-2011) and Cathco (1996-2011); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wikler has served on the Boards of certain Oppenheimer funds since August 2005, 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.

Peter I. Wold, Trustee (since 2009) Age: 63		Director of Arch Coal, Inc. (since 2010); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, 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 AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 53		Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director

95 | OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


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

William F. Glavin, Jr., Continued		(May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex.

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

Arthur P. Steinmetz, Vice President (since 2011) Age: 53		Chief Investment Officer of the Manager (since October 2010); Executive Vice President of the Manager (since October 2009). Chief Investment Officer of Fixed-Income Investments of the Manager (April 2009-October 2010); Director of Fixed-Income Investments of the Manager (January 2009-April 2009) and a Senior Vice President of the Manager (March 1993-September 2009). A portfolio manager and an officer of 5 portfolios in the OppenheimerFunds complex.

George Evans, Vice President (since 2011) Age: 52		Director of Equities (since October 2010), Senior Vice President (since October 1993) and Director of International Equities (since July 2004) of the Manager. Formerly Vice President of HarbourView Asset Management Corporation (July 1994-November 2001). A portfolio manager and officer of 5 portfolios in the OppenheimerFunds complex.

Krishna Memani, Vice President (since 2011) Age: 51		Director of Fixed Income (since October 2010), Senior Vice President and Head of the Investment Grade Fixed Income Team of the Manager (since March 2009). Prior to joining the Manager, Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009); Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006); a Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002). A portfolio manager and an officer of 22 portfolios in the OppenheimerFunds complex.

Benjamin H. Rockmuller, Vice President (since 2011) Age: 31		Vice President of the Manager (since July 2010). Assistant Vice President of the Manager (January 2010-June 2010); Senior Analyst of the Manager for the Global Debt Team (January 2010-July 2010); Intermediate Analyst of the Manager for the Global Debt Team (January 2007-January 2010); Junior Analyst of the Manager for the Global Debt Team (April 2004-January 2007) and Junior Analyst of the Manager for the High Yield Team (June 2003-April 2004). Holds the Chartered Financial Analyst designation. An officer of 1 portfolio in the OppenheimerFunds complex.

Arthur S. Gabinet, Secretary (since 2011) Age: 53		Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President 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; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real

96 | OPPENHEIMER GLOBAL ALLOCATION FUND


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

Arthur S. Gabinet, Continued		Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private Investments, Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (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 96 portfolios in the OppenheimerFunds complex.

Christina M. Nasta, Vice President and Chief Business Officer (since 2011) Age: 38		Senior Vice President of the Manager (since July 2010); Vice President of the Manager (since January 2003); Vice President of OppenheimerFunds Distributor, Inc. (since January 2003). An officer of 96 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 61		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 52		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President (since 2011) Age: 63		Vice President, Secretary and General Counsel of OAC (since November 2001); Executive Vice President (since January 2004) and General Counsel (March 2002- December 2010) of the Manager; Executive Vice President, General Counsel and Director of OFI Trust Company (since November 2001); General Counsel of the Distributor (December 2001-December 2010); General Counsel of Centennial Asset Management Corporation (December 2001-December 2010); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (December 2001-December 2010); Assistant Secretary (September 1997-December 2010) and Director (November 2001-December 2010) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (December 2002-December 2010); Director of Oppenheimer Real Asset Management, Inc. (November 2001-December 2010); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (December 2001-December 2010); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. (November 2001-December 2010); Vice President of OppenheimerFunds Legacy Program (June 2003-December 2010); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (November 2001-December 2010). An officer of 96 portfolios in the OppenheimerFunds complex.

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 1.800.525.7048.

97 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND


Manager		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder		OppenheimerFunds Services
Servicing Agent

Independent		KPMG llp
Registered Public
Accounting Firm

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

98 | OPPENHEIMER GLOBAL ALLOCATION FUND

Financial Statements for Oppenheimer Global Allocation Fund (Cayman) Ltd. for the Period Ended October 31, 2011


100			Statement of Investments

102			Statement of Assets and Liabilities

103			Statement of Operations

104			Statement of Changes in Net Assets

105			Notes to Financial Statements

116			Independent Auditors Report

99 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
STATEMENT OF INVESTMENTS October 31, 2011

Expiration

Strike

Date

Price

Contracts

Value

Options Purchased—2.3%

SPDR Gold Trust Put¹
(Cost $3,082,869)

12/19/11

163.00

5,730

2,223,240


	Shares

Investment Companies—97.8%
iShares Gold Trust¹		20,000			335,400
SPDR Gold Trust^1,2		577,330			96,610,402

Total Investment Companies (Cost $89,401,762)					96,945,802

Total Investments, at Value (Cost $92,484,631)		100.1	%		99,169,042
Liabilities in Excess of Other Assets		(0.1	)		(81,621	)

Net Assets		100.0	%	$	99,087,421

Footnotes to Statement of Investments


1.		Non-income producing security.

2.		All or a portion of the security position is held in collateralized accounts to cover potential obligations with respect to outstanding written options. See Note 4 of the accompanying Notes.

Valuation Inputs

	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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of October 31, 2011 based on valuation input level:


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

Assets Table
Investments, at Value:
Options Purchased	$	2,223,240		$	—	$	—	$	2,223,240
Investment Companies		96,945,802			—		—		96,945,802

Total Assets	$	99,169,042		$	—	$	—	$	99,169,042

Liabilities Table
Other Financial Instruments:
Appreciated options, at value	$	(2,184	)	$	—	$	—	$	(2,184	)
Depreciated options, at value		(6,762	)		—		—		(6,762	)

Total Liabilities	$	(8,946	)	$	—	$	—	$	(8,946	)

100 | OPPENHEIMER GLOBAL ALLOCATION FUND

Written Options as of October 31, 2011 are as follows:


													Unrealized
		Number of		Exercise		Expiration		Premiums					Appreciation/
Description	Type	Contracts		Price		Date		Received		Value			(Depreciation)

SPDR Gold Trust	Call		24	$	176.00		11/21/11	$	3,993	$	(2,184	)	$	1,809
SPDR Gold Trust	Put		23		160.00		12/19/11		6,378		(6,762	)		(384	)

								$	10,371	$	(8,946	)	$	1,425

See accompanying Notes to Financial Statements.

101 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
STATEMENT OF ASSETS AND LIABILITIES October 31, 2011


Assets
Investments, at value (cost $92,484,631)—see accompanying statement of investments	$	99,169,042
Receivables and other assets:
Investments sold		10,371

Total assets		99,179,413

Liabilities
Appreciated options written, at value (premiums received $3,993)		2,184
Depreciated options written, at value (premiums received $6,378)		6,762
Payables and other liabilities:
Management and administrative fees		66,463
Legal, auditing and other professional fees		16,348
Directors’ compensation		235

Total liabilities		91,992

Net Assets	$	99,087,421


Composition of Net Assets
Par value of shares of beneficial interest	$	29
Additional paid-in capital		86,313,604
Accumulated net investment loss		(292,857	)
Accumulated net realized gain on investments		6,380,809
Net unrealized appreciation on investments		6,685,836

Net Assets—applicable to 2,921.46 shares of beneficial interest outstanding	$	99,087,421


Net Asset Value, Redemption Price Per Share and Offering Price Per Share	$	33,917.09

See accompanying Notes to Financial Statements.

102 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
STATEMENT OF OPERATIONS For the Period Ended October 31, 2011¹


Investment Income
Interest	$	3

Expenses
Management fees		276,277
Legal, auditing and other professional fees		16,348
Directors’ compensation		235

Total expenses		292,860

Net Investment Loss		(292,857	)

Realized and Unrealized Gain
Net realized gain on:
Investments (including premiums on options exercised)		3,720,878
Closing and expiration of option contracts written		2,659,931

Net realized gain		6,380,809
Net change in unrealized appreciation/depreciation on:
Investments		6,684,411
Option contracts written		1,425

Net change in unrealized appreciation/depreciation		6,685,836

Net Increase in Net Assets Resulting from Operations	$	12,773,788


1.		For the period from May 12, 2011 (commencement of operations) to October 31, 2011.

See accompanying Notes to Financial Statements.

103 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
STATEMENT OF CHANGES IN NET ASSETS


Period Ended October 31,	2011¹

Operations
Net investment loss	$	(292,857	)
Net realized gain		6,380,809
Net change in unrealized appreciation/depreciation		6,685,836

Net increase in net assets resulting from operations		12,773,788

Capital Transactions
Net increase in net assets resulting from capital transactions		86,313,633

Net Assets
Total increase		99,087,421
Beginning of period		—

End of period (including accumulated net investment loss of $292,857 for the period ended October 31, 2011)	$	99,087,421


1.		For the period from May 12, 2011 (commencement of operations) to October 31, 2011.

See accompanying Notes to Financial Statements.

104 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Global Allocation Fund (Cayman) Ltd. (the “Fund”) is organized as a Cayman Islands Company Limited by Shares. The Fund intends to carry on the business of an investment company and to acquire, invest in and hold by way of investment, sell and deal primarily in commodity-linked derivatives (including commodity futures, financial futures, options and swap contracts) and exchange traded funds (“ETF”). The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”). The Sub-Adviser is Oppenheimer Real Asset Management, Inc. (“ORAMI” or the “Sub-Adviser”), a wholly-owned subsidiary of the Manager. As of October 31, 2011, 100% of the Fund was owned by Oppenheimer Global Allocation Fund (“OGAF”). The Manager is also the investment adviser of OGAF and ORAMI is also the Sub-Adviser of OGAF. The Fund commenced operations on May 12, 2011.

The beneficial interest of each investor in the Fund is represented by units of participating shares. The Fund’s directors may further designate classes of participating shares and series within each class. As of October 31, 2011, the directors have not designated classes or series of outstanding participating shares. During the period ended October 31, 2011, all income, profits, losses and expenses, if any, of the Fund were allocated pro rata to all participating shares of the Fund. Issuance of additional participating shares is at the discretion of the Fund’s directors.

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

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

105 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

traded on a foreign exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the portfolio pricing service used by the Manager, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the most recent official closing price on the principal exchange on which it is traded.

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

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

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

Income Taxes. The Fund has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes through September of 2030. No such taxes are levied in the Cayman Islands at the present time. The Fund is a Controlled Foreign Corporation under U.S. tax laws and as such is not subject to U.S. income tax. Therefore, the Fund is not required to record a tax provision.

106 | OPPENHEIMER GLOBAL ALLOCATION FUND

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are declared and paid annually from the Fund’s tax basis earnings and profits. Distributions are recorded on ex-dividend date.

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

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

2. Capital Transactions

The Fund has authorized 5,000,000 participating shares of $0.01 par value per share. The Fund issued 2,921.46 participating shares for $292,146 on May 12, 2011 in conjunction with OGAF’s initial capitalization of the Fund. All subsequent capital contributions and withdrawals did not have participating shares associated with the transaction.

107 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
NOTES TO FINANCIAL STATEMENTS Continued

2. Capital Transactions Continued

Capital transactions were as follows:


	Period Ended October 31, 2011¹
	Amount

Contributions	$	121,262,669
Withdrawals		(34,949,036	)

Net increase	$	86,313,633


1.		For the period from May 12, 2011 (commencement of operations) to October 31, 2011.

3. Expenses

Management Fees. Management fees paid to the Manager were in accordance with the investment advisory agreement with the Fund which provides for a fee based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $1.0 billion	0.80	%
Next $2.0 billion	0.76
Next $1.0 billion	0.71
Next $1.0 billion	0.66
Next $1.0 billion	0.60
Next $1.0 billion	0.55
Next $2.0 billion	0.50
Over $9.0 billion	0.48

Sub-Adviser Fees. The Manager retains 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 a fee in monthly installments, based on the daily net assets of the Fund at an annual rate as shown in the following table:


Fee Schedule

Up to $1.0 billion	0.400	%
Next $2.0 billion	0.380
Next $1.0 billion	0.355
Next $1.0 billion	0.330
Next $1.0 billion	0.300
Next $1.0 billion	0.275
Next $2.0 billion	0.250
Over $9.0 billion	0.240

The Fund shall bear all fees and expenses related to the business and affairs of the Fund, including among others, directors’ fees, audit fees, custodian fees and expenses in connection with the purchase and sale of securities and other Fund assets.

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

108 | OPPENHEIMER GLOBAL ALLOCATION FUND

4. Risk Exposures and the Use of Derivative Instruments

Market Risk Factors. In accordance with its investment objectives, the Fund may use derivatives to increase or decrease its exposure to one or more of the following market risk factors: Commodity Risk. Commodity risk relates to the change in value of commodities or commodity indexes as they relate to increases or decreases in the commodities market.

Commodities are physical assets that have tangible properties. Examples of these types of assets are crude oil, heating oil, metals, livestock, and agricultural products.

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

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

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

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

Volatility Risk. Volatility risk refers to the magnitude of the movement, but not the direction of the movement, in a financial instrument’s price over a defined time period. Large increases or decreases in a financial instrument’s price over a relative time period typically indicate greater volatility risk, while small increases or decreases in its price typically indicate lower volatility risk.

109 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
NOTES TO FINANCIAL STATEMENTS Continued

4. Risk Exposures and the Use of Derivative Instruments Continued

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

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

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

110 | OPPENHEIMER GLOBAL ALLOCATION FUND

Valuations of derivative instruments as of October 31, 2011 are as follows:

Asset Derivatives

Liability Derivatives

Statement of

Derivatives Not

Assets and

Accounted for as

Liabilities

Hedging Instruments

Location

Value

Location

Value

Equity contracts

Appreciated options written, at value

2,184

Equity contracts

Depreciated options written, at value

6,762

Equity contracts

Investments, at value

2,223,240

Total

2,223,240

8,946


*		Amounts relate to purchased options.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives

Investments from

Closing and

Derivatives Not

unaffiliated companies

expiration

Accounted for as

(including premiums

of option

Hedging Instruments

on options exercised)*

contracts written

Total

Equity contracts

(66,315

)

2,659,931

2,593,616


*		Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.


Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not
Accounted
for as Hedging				Option
Instruments	Investments*			contracts written		Total

Equity contracts	$	(859,629	)	$	1,425	$	(858,204	)


*		Includes purchased option contracts and purchased swaption contracts, if any.

Option Activity

111 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
NOTES TO FINANCIAL STATEMENTS Continued

4. Risk Exposures and the Use of Derivative Instruments Continued

During the period ended October 31, 2011, the Fund had an ending monthly average market value of $710,961 on purchased put options.

During the period ended October 31, 2011, the Fund had an ending monthly average market value of $66,283 and $1,471 on written call options and written put options, respectively.

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

Written option activity for the period ended October 31, 2011 was as follows:


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

Options outstanding as of May 12, 2011		—		$	—			—		$	—
Options written		7,724			4,224,647			43			11,091
Options closed or expired		(7,700	)		(4,220,654	)		—			—
Options exercised		—			—			(20	)		(4,713	)

Options outstanding as of October 31, 2011		24		$	3,993			23		$	6,378

5. Financial Highlights

The following represents the total return of the Fund for the period ended October 31, 2011. Total return was calculated based upon the daily returns of the Fund during this period. The calculation has not been annualized for reporting purposes:

Period Ended October 31, 2011¹

13.38%

112 | OPPENHEIMER GLOBAL ALLOCATION FUND

The following represents certain financial ratios of the Fund for the periods noted. The computation of the net investment income and total expense ratios was based upon the daily net assets of the Fund during these periods. The calculations have been annualized for reporting purposes:


	Period Ended October 31, 2011¹

Ratios to average net assets:
Net investment loss		(0.84	)%
Total expenses		0.84	%


1.		For the period from May 12, 2011 (commencement of operations) through October 31, 2011.

6. Pending Litigation

Since 2009, a number of class action, derivative and individual lawsuits have been pending in federal and state courts against OppenheimerFunds, Inc., the Fund’s investment advisor (the “Manager”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by the Manager and distributed by the Distributor (the “Defendant Funds”). Several of these lawsuits also name as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raise claims under federal securities laws and various states’ securities, consumer protection and common law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. On June 1, 2011, the U.S. District Court for the District of Colorado gave preliminary approval to stipulations and agreements of settlement in certain putative class action lawsuits involving two Defendant Funds, Oppenheimer Champion Income Fund and Oppenheimer Core Bond Fund. On September 30, 2011, the court entered orders and final judgments approving the settlements as fair, reasonable and adequate. Those orders are not subject to further appeal. These settlements do not resolve other outstanding lawsuits relating to Oppenheimer Champion Income Fund and Oppenheimer Core Bond Fund, nor do the settlements affect certain other putative class action lawsuits pending in federal court against the Manager, the Distributor, and other Defendant Funds and their independent trustees.

113 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.
NOTES TO FINANCIAL STATEMENTS Continued

Pending Litigation Continued

that plaintiffs lacked standing to pursue derivative claims on behalf of the Trust. On October 27, 2011, the parties to these actions filed a joint motion to dismiss the lawsuits with prejudice, which the court granted on October 28, 2011.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against the Manager and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of the Manager and assert a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. On July 29, 2011, a stipulation of settlement between certain affiliates of the Manager and the Trustee appointed under the Securities Investor Protection Act to liquidate BLMIS was filed in the U.S. Bankruptcy Court for the Southern District of New York to resolve purported preference and fraudulent transfer claims by the Trustee. On September 22, 2011, the court entered an order approving the settlement as fair, reasonable and adequate. In October 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The aforementioned settlements do not resolve other outstanding lawsuits against the Manager and its affiliates relating to BLMIS.

114 | OPPENHEIMER GLOBAL ALLOCATION FUND

of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

7. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through December 16, 2011, the date the financial statements were available to be issued. This evaluation determined that there are no subsequent events that necessitated disclosures and/or adjustments.

115 | OPPENHEIMER GLOBAL ALLOCATION FUND

INDEPENDENT AUDITORS REPORT

The Board of Directors and Shareholder of Oppenheimer Global Allocation Fund (Cayman) Ltd.:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Global Allocation Fund (Cayman) Ltd., including the statement of investments, as of October 31, 2011, and the related statement of operations and the statement of changes in net assets for the period from May 12, 2011 (commencement of operations) to October 31, 2011. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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 are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodian. 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 audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Allocation Fund (Cayman) Ltd. as of October 31, 2011, the results of its operations and the changes in its net assets for the period from May 12, 2011 (commencement of operations) to October 31, 2011, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
December 16, 2011

116 | OPPENHEIMER GLOBAL ALLOCATION FUND

PRIVACY POLICY NOTICE

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

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

•		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

•		When you set up challenge questions to reset your password online

If you visit www.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

We send your financial advisor (as designated by you) copies of confirmations, account statements and other documents reporting activity in your fund accounts. 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.

117 | OPPENHEIMER GLOBAL ALLOCATION FUND

PRIVACY POLICY NOTICE

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.

•		All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-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.

•		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.

•		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 Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. 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 January 16, 2004. In the event it is updated or changed, we will post an updated notice on our website at www.oppenheimerfunds.com. If you have any questions about these privacy policies, 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 www.oppenheimerfunds.com or call us at 1.800.525.7048.

118 | OPPENHEIMER GLOBAL ALLOCATION FUND

��

October 31, 2011

MANAGEMENT COMMENTARY

Fund Update

ANNUAL REPORT

Listing of Top Holdings Fund Performance Discussion Financial Statements

TOP HOLDINGS AND ALLOCATIONS


Top Ten Common Stock Industries
Software	10.9	%
Oil, Gas & Consumable Fuels	5.6
Biotechnology	4.8
Internet Software & Services	4.2
Insurance	3.7
Health Care Providers & Services	2.8
Commercial Banks	2.8
Food Products	2.7
Communications Equipment	2.5
Media	2.4

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on net assets.


Top Ten Common Stock Holdings
Take–Two Interactive Software, Inc.	8.3	%
Chevron Corp.	3.5
Google, Inc., Cl. A	3.0
Nestle SA	2.7
Jupiter Telecommunications Co. Ltd.	2.5
Gilead Sciences, Inc.	2.3
Mosaic Co. (The)	2.3
Amgen, Inc.	1.8
Oracle Corp.	1.5
Wells Fargo & Co.	1.4

6 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on the total market value of investments. Short sales of securities, which accounted for 29% of the Fund’s net assets as of fiscal year end, are not reflected in the chart above. More information about these investments is included in the Statement of Investments and the accompanying Notes to Financial Statements.

7 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the reporting period ended October 31, 2011, Oppenheimer Quest Opportunity Value Fund generated a 12-month total return of 0.14% for its Class A shares (without sales charges). By comparison, the S&P 500 Index returned 8.09%. The Fund underperformed the benchmark due primarily to its conservative positioning, which hurt performance during the stock market rally in late 2010 through early 2011 and the rally in the month of October 2011. As an additional point of reference, the HFRI Fund Weighted Composite Index returned -0.30% during the period.¹

Early in the reporting period, the Fund had direct exposure to stocks in cyclical industries such as energy, financial, industrials and materials, in the belief that their prices would decline once QE2 expired and the general weakness of the U.S. economy was revealed. For that same reason, the Fund invested in shorts on high marginal cost oil producers and domestic steel companies. These investments worked out well as concerns about slowing global growth mounted and prices for commodity-related stocks fell. The Fund’s short positions were, in the aggregate, a top contributor to performance.

Making the strongest contribution to total return by far was a (long) position in Take-Two Interactive Software, Inc. During the period, Take-Two generally executed its business plan well and continued to develop new intellectual property. It also continued to benefit from a recently released game by Rockstar Studios, “Red Dead Redemption,” that was well received by consumers.

The gains for Take-Two and other equities were partially offset by the weak results of our consumer discretionary and financial-sector holdings. Underperformance in the consumer discretionary sector can be attributed generally to a lack of exposure during the October rally, which favored cyclical stocks. In the financials sector, insurance company MetLife, Inc. was the most significant detractor from performance. Insurance companies rely on yields from massive fixed income portfolios to meet claims and generate profits. Given the low-yield environment, the market was concerned about the impact on MetLife’s profitability. The

1. The HFRI Fund Weighted Composite Index is a global, equal-weighted index of over 2,000 single-manager funds that report to HFR Database. Constituent funds report monthly net of all fees performance in US Dollar and have a minimum of $50 Million under management or a twelve (12) month track record of active performance. The HFRI Fund Weighted Composite Index does not include Funds of Hedge Funds. Indices cannot be purchased directly by investors. Index performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund.

8 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

Fund maintained the position in the belief that the company is less rate-sensitive than the market projects and that high-quality stocks like MetLife can maintain value if market conditions should remain unsettled.

The Fund’s performance is compared to the performance of the S&P 500 Index, an unmanaged index of large-capitalization equity securities that is a measure of the general domestic stock market. Indices cannot be purchased directly by investors. Index performance includes reinvestment of income but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments vary from the securities comprising the index.

9 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FUND PERFORMANCE DISCUSSION

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

10 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. 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 us at oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 15 for further information.

11 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FUND PERFORMANCE DISCUSSION

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

12 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. 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 us at oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 15 for further information.

13 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FUND PERFORMANCE DISCUSSION

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

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. 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 us at oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 15 for further information.

14 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES

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.

OppenheimerFunds, Inc. became the Fund’s advisor on 11/22/95, and assumed responsibility for the Fund’s portfolio stock selection on 1/1/05. The Fund’s subadvisor prior to 1/1/05 was OpCap Advisors, which was the Fund’s advisor prior to 11/22/95.

Class A shares of the Fund were first publicly offered on 1/3/89. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 9/1/93. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charges of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

Class Y shares of the Fund were first publicly offered on 12/16/96. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors under a special agreement with the Distributor, and to present or former officers, directors, trustees or employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals. There is no sales charge for Class Y shares.

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

15 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2011.

16 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	May 1, 2011		October 31, 2011		October 31, 2011
Actual
Class A	$	1,000.00	$	918.40	$	7.43
Class B		1,000.00		914.10		11.85
Class C		1,000.00		914.80		11.12
Class N		1,000.00		917.10		8.84
Class Y		1,000.00		919.90		5.78

Hypothetical
(5% return before expenses)
Class A		1,000.00		1,017.49		7.81
Class B		1,000.00		1,012.91		12.46
Class C		1,000.00		1,013.66		11.69
Class N		1,000.00		1,016.03		9.29
Class Y		1,000.00		1,019.21		6.07


Class	Expense Ratios
Class A		1.53	%
Class B		2.44
Class C		2.29
Class N		1.82
Class Y		1.19

17 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

STATEMENT OF INVESTMENTS October 31, 2011


	Shares		Value

Common Stocks—55.2%
Consumer Discretionary—3.7%
Media—2.4%
Jupiter Telecommunications Co. Ltd.		34,822	$	34,025,046
Multiline Retail—1.3%
Target Corp.¹		326,210		17,859,998
Consumer Staples—4.5%
Food & Staples Retailing—0.9%
CVS Caremark Corp.¹		338,400		12,283,920
Food Products—2.7%
Nestle SA		649,310		37,650,808
Tobacco—0.9%
Altria Group, Inc.¹		441,900		12,174,345
Energy—5.6%
Oil, Gas & Consumable Fuels—5.6%
Chevron Corp.¹		467,870		49,149,744
CONSOL Energy, Inc.¹		278,840		11,923,198
Exxon Mobil Corp.¹		212,180		16,569,136

				77,642,078

Financials—9.6%
Capital Markets—1.9%
Bond Street Holdings LLC, Cl. A^2,3		495,000		10,642,500
Goldman Sachs Group, Inc. (The)¹		140,322		15,372,275

				26,014,775

Commercial Banks—2.8%
M&T Bank Corp.¹		188,640		14,357,390
U.S. Bancorp¹		195,420		5,000,798
Wells Fargo & Co.¹		754,810		19,557,127

				38,915,315

Diversified Financial Services—1.2%
JPMorgan Chase & Co.¹		475,930		16,543,327
Insurance—3.7%
ACE Ltd.¹		158,570		11,440,826
Everest Re Group Ltd.		188,900		16,985,888
MetLife, Inc.¹		500,470		17,596,525
Progressive Corp.¹		254,870		4,845,079

				50,868,318

Health Care—8.6%
Biotechnology—4.8%
Amgen, Inc.¹		441,800	$	25,301,886
Gilead Sciences, Inc.^1,3		771,760		32,151,522
Vanda Pharmaceuticals, Inc.^1,3,4		1,535,078		8,918,803

				66,372,211

Health Care Providers & Services—2.8%
Humana, Inc.¹		143,990		12,223,311
UnitedHealth Group, Inc.		174,820		8,389,612
WellPoint, Inc.¹		272,810		18,796,609

				39,409,532

Pharmaceuticals—1.0%
Teva Pharmaceutical Industries Ltd., Sponsored ADR¹		323,210		13,203,129
Industrials—1.1%

Aerospace & Defense—0.0%

AerCap Holdings NV³		38,850		460,761
Electrical Equipment—1.1%
Cooper Industries plc¹		285,190		14,961,067
Information Technology—18.6%

Communications Equipment—2.5%
Juniper Networks, Inc.^1,3		507,790		12,425,621
QUALCOMM, Inc.¹		365,560		18,862,896
Research in Motion Ltd.^1,3		158,700		3,205,740

				34,494,257

Computers & Peripherals—1.0%
Apple, Inc.^1,3		34,410		13,928,480
Internet Software & Services—4.2%
eBay, Inc.^1,3		424,900		13,524,567
Google, Inc., Cl. A^1,3		70,100		41,544,064
Yahoo!, Inc.^1,3		235,480		3,682,907

				58,751,538

Software—10.9%
Oracle Corp.¹		622,600		20,402,602

18 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


	Shares		Value

Software Continued
Take-Two Interactive Software, Inc.^3,4		7,303,043	$	115,242,019
THQ, Inc.^1,3,4		7,102,240		15,127,771

				150,772,392

Materials—2.3%
Chemicals—2.3%
Mosaic Co. (The)¹		536,670		31,427,394
Utilities—1.2%
Electric Utilities—1.2%
Edison International, Inc.¹		411,500		16,706,900

Total Common Stocks (Cost $773,688,067)				764,465,591


	Principal
	Amount

Mortgage-Backed Obligations—0.1%
Mastr Adjustable Rate Mortgages Trust 2004-13, Mtg. Pass-Through Certificates, Series 2004-13, Cl. 2A2, 2.685%, 4/1/34⁵ (Cost $1,265,947)	$	1,473,977		1,421,223
Convertible Corporate Bonds and Notes—0.5% Take-Two Interactive Software, Inc., 4.375% Cv. Sr. Nts., 6/1/14⁴ (Cost $4,611,000)	$	4,611,000	$	7,308,435


	Shares

Structured Securities—0.7%
Africa Telecommunications, Media & Technology Fund 1 LLC^2,3 (Cost $10,000,000)		9,542,930			9,999,998

Investment Company—51.1%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.17%^4,6 (Cost $707,964,096)		707,964,096			707,964,096

Total Investments, at Value (Cost $1,497,529,110)		107.6	%		1,491,159,343
Liabilities in Excess of Other Assets		(7.6	)		(105,140,469	)


Net Assets		100.0	%	$	1,386,018,874

Footnotes to Statement of Investments



1.		All or a portion of the security position was segregated by the Fund comprising a total segregated amount of $540,559,618, which represented 134.45% of the market value of securities sold short. See Note 1 of the accompanying Notes.

2.		Restricted security. The aggregate value of restricted securities as of October 31, 2011 was $20,642,498, which represents 1.49% of the Fund’s net assets. See Note 6 of the accompanying Notes. Information concerning restricted securities is as follows:


							Unrealized
	Acquisition						Appreciation
Security	Date		Cost		Value		(Depreciation)

Africa Telecommunications, Media & Technology Fund 1 LLC		4/20/11	$	10,000,000	$	9,999,998	$	(2	)
Bond Street Holdings LLC, Cl. A		11/4/09		9,900,000		10,642,500		742,500

			$	19,900,000	$	20,642,498	$	742,498


3.		Non-income producing security.

19 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued



4.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2011, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares		Gross		Gross		Shares
	October 29, 2010^a		Additions		Reductions		October 31, 2011

Oppenheimer Institutional Money Market Fund, Cl. E		787,669,229		1,431,527,028		1,511,232,161		707,964,096
Take-Two Interactive Software, Inc.		7,372,043		—		69,000		7,303,043
Take-Two Interactive Software, Inc., 4.375% Cv. Sr. Nts., 6/1/14		4,611,000		—		—		4,611,000
THQ, Inc.		5,939,700		1,162,540		—		7,102,240
Vanda Pharmaceuticals, Inc.		1,535,078		—		—		1,535,078


					Realized
	Value		Income		Loss

Oppenheimer Institutional Money Market Fund, Cl. E	$	707,964,096	$	1,357,939	$	—
Take-Two Interactive Software, Inc.		115,242,019		—		518,620
Take-Two Interactive Software, Inc., 4.375% Cv. Sr. Nts., 6/1/14		7,308,435		201,731		—
THQ, Inc.		15,127,771		—		—
Vanda Pharmaceuticals, Inc.		8,918,803		—		—

	$	854,561,124	$	1,559,670	$	518,620

October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.



5.		Represents the current interest rate for a variable or increasing rate security.

6.		Rate shown is the 7-day yield as of October 31, 2011.


	Shares
	Sold Short			Value

Common Stock Securities Sold Short—(5.9)%
Cliffs Natural Resources, Inc.		(262,760	)	$	(17,925,487	)
FMC Technologies, Inc.³		(537,460	)		(24,088,957	)
HomeAway, Inc.³		(236,560	)		(7,818,308	)
Silver Wheaton Corp.		(473,850	)		(16,395,210	)
United States Steel Corp.		(609,090	)		(15,446,522	)

Total Common Stock Securities Sold Short (Proceeds $(70,790,856))					(81,674,484	)

Investment Company Securities Sold Short—(23.1)%
Financial Select Sector SPDR Fund		(6,184,540	)		(83,614,981	)
Oil Services HOLDRS Trust		(681,850	)		(87,883,647	)
PowerShares QQQ		(1,347,130	)		(78,052,712	)
Standard & Poor’s Depositary Receipts Trust/Standard & Poor’s 500 Exchange Traded Funds, Series 1		(564,300	)		(70,819,650	)

Total Investment Company Securities Sold Short (Proceeds $(271,506,726))					(320,370,990	)

Total Securities Sold Short (Proceeds $(342,297,582))				$	402,045,474

Valuation Inputs

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

20 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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.)

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 table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of October 31, 2011 based on valuation input level:


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

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	17,859,998		$	34,025,046	$	—	$	51,885,044
Consumer Staples		62,109,073			—		—		62,109,073
Energy		77,642,078			—		—		77,642,078
Financials		121,699,235			10,642,500		—		132,341,735
Health Care		118,984,872			—		—		118,984,872
Industrials		15,421,828			—		—		15,421,828
Information Technology		257,946,667			—		—		257,946,667
Materials		31,427,394			—		—		31,427,394
Utilities		16,706,900			—		—		16,706,900
Mortgage-Backed Obligations		—			1,421,223		—		1,421,223
Convertible Corporate Bonds and Notes		—			7,308,435		—		7,308,435
Structured Securities		—			—		9,999,998		9,999,998
Investment Company		707,964,096			—		—		707,964,096

Total Assets	$	1,427,762,141		$	53,397,204	$	9,999,998	$	1,491,159,343

Liabilities Table
Other Financial Instruments:
Common Stock Securities Sold Short	$	(81,674,484	)	$	—	$	—	$	(81,674,484	)
Investment Company Securities Sold Short		(320,370,990	)		—		—		(320,370,990	)

Total Liabilities	$	(402,045,474	)	$	—	$	—	$	(402,045,474	)

The table below shows the significant transfers between Level 1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.


	Transfers out of			Transfers into
	Level 1*			Level 2*

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	(45,195,234	)	$	45,195,234

Total Assets	$	(45,195,234	)	$	45,195,234


*		Transferred from Level 1 to Level 2 because of the absence of a readily available unadjusted quoted market price due to a significant event occurring before the Fund’s assets were valued but after the close of the securities’ respective exchanges.

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2011


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $565,473,424)	$	636,598,219
Affiliated companies (cost $932,055,686)		854,561,124

		1,491,159,343
Deposits with broker for securities sold short		240,000,000
Receivables and other assets:
Investments sold		69,823,838
Shares of beneficial interest sold		1,009,222
Interest and dividends		482,031
Other		108,546

Total assets		1,802,582,980

Liabilities
Bank overdraft		10,665,752
Short positions, at value (proceeds of $342,297,582)—see accompanying statement of investments		402,045,474
Payables and other liabilities:
Shares of beneficial interest redeemed		2,732,315
Trustees’ compensation		308,393
Transfer and shareholder servicing agent fees		302,933
Distribution and service plan fees		281,944
Shareholder communications		168,100
Other		59,195

Total liabilities		416,564,106

Net Assets	$	1,386,018,874


Composition of Net Assets
Par value of shares of beneficial interest	$	551,213
Additional paid-in capital		1,349,147,103
Accumulated net investment loss		(306,357	)
Accumulated net realized gain on investments and foreign currency transactions	102,742,240
Net unrealized depreciation on investments and translation of assets and liabilities denominated in foreign currencies		(66,115,325	)

Net Assets	$	1,386,018,874

22 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,024,109,005 and 40,086,929 shares of beneficial interest outstanding)	$	25.55
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	27.11
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $68,426,103 and 2,895,565 shares of beneficial interest outstanding)	$	23.63
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $199,764,485 and 8,457,149 shares of beneficial interest outstanding)	$	23.62
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $39,916,025 and 1,609,731 shares of beneficial interest outstanding)	$	24.80
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $53,803,256 and 2,071,973 shares of beneficial interest outstanding)	$	25.97

See accompanying Notes to Financial Statements.

23 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2011


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $262,245)	$	12,159,730
Affiliated companies		1,357,939
Interest:
Unaffiliated companies		92,763
Affiliated companies		201,731
Other income		38,582

Total investment income		13,850,745

Expenses
Management fees		13,128,472
Distribution and service plan fees:
Class A		2,834,240
Class B		816,145
Class C		2,336,229
Class N		223,907
Transfer and shareholder servicing agent fees:
Class A		2,650,470
Class B		362,673
Class C		512,365
Class N		123,476
Class Y		89,609
Shareholder communications:
Class A		277,778
Class B		49,327
Class C		62,199
Class N		6,596
Class Y		4,614
Financing expense from short sales		2,065,043
Dividends on short sales		1,686,557
Trustees’ compensation		36,482
Custodian fees and expenses		18,358
Administration service fees		1,500
Other		169,937

Total expenses		27,455,977
Less waivers and reimbursements of expenses		(835,403	)

Net expenses		26,620,574

Net Investment Loss		(12,769,829	)

24 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from:
Unaffiliated companies	$	95,941,429
Affiliated companies		(518,620	)
Foreign currency transactions		826,972
Short positions		34,737,619

Net realized gain		130,987,400
Net change in unrealized appreciation/depreciation on:
Investments		(56,483,856	)
Translation of assets and liabilities denominated in foreign currencies		2,304,081
Short positions		(54,876,735	)

Net change in unrealized appreciation/depreciation		(109,056,510	)

Net Increase in Net Assets Resulting from Operations	$	9,161,061

See accompanying Notes to Financial Statements.

25 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended			Year Ended
	October 31,			October 29,
	2011			2010¹

Operations
Net investment loss	$	(12,769,829	)	$	(10,554,568	)
Net realized gain		130,987,400			47,876,351
Net change in unrealized appreciation/depreciation		(109,056,510	)		63,557,523

Net increase in net assets resulting from operations		9,161,061			100,879,306

Dividends and/or Distributions to Shareholders
Distributions from net realized gain:
Class A		(23,607,860	)		—
Class B		(1,850,873	)		—
Class C		(5,094,508	)		—
Class N		(919,492	)		—
Class Y		(894,640	)		—

		(32,367,373	)		—

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(191,105,180	)		(188,185,801	)
Class B		(21,351,139	)		(21,157,794	)
Class C		(42,358,915	)		(18,994,964	)
Class N		(5,616,085	)		7,455,433
Class Y		4,707,964			9,600,234

		(255,723,355	)		(211,282,892	)

Net Assets
Total decrease		(278,929,667	)		(110,403,586	)
Beginning of period		1,664,948,541			1,775,352,127

End of period (including accumulated net investment loss of $306,357 and $252,429, respectively)	$	1,386,018,874		$	1,664,948,541


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

26 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FINANCIAL HIGHLIGHTS


	October 31,			October 29,			October 31,			October 31,			October 31,
Class A Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	26.01		$	24.46		$	23.15		$	34.21		$	30.15

Income (loss) from investment operations:
Net investment income (loss)²		(.17	)		(.11	)		(.03	)		.26			.51
Net realized and unrealized gain (loss)		.22			1.66			2.19			(5.63	)		5.17

Total from investment operations		.05			1.55			2.16			(5.37	)		5.68

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			(3.43	)		(.39	)
Distributions from net realized gain		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			(.06	)		—			—

Total dividends and/or distributions to shareholders		(.51	)		—			(.85	)		(5.69	)		(1.62	)

Net asset value, end of period	$	25.55		$	26.01		$	24.46		$	23.15		$	34.21


Total Return, at Net Asset Value³		0.14	%		6.34	%		9.94	%		(18.62	)%		19.65	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,024,109		$	1,229,920		$	1,340,846		$	1,052,971		$	1,164,793

Average net assets (in thousands)	$	1,165,257		$	1,297,058		$	1,206,192		$	1,166,299		$	1,142,058

Ratios to average net assets:⁴
Net investment income (loss)		(0.65	)%		(0.44	)%		(0.13	)%		0.93	%		1.61	%
Total expenses⁵		1.57	%		1.43	%		1.48	%		1.56	%		1.40	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.52	%		1.38	%		1.43	%		1.52	%		1.37	%

Portfolio turnover rate		181	%		58	%		117	%		135	%		51	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	1.62	%
Year Ended October 29, 2010	1.48	%
Year Ended October 31, 2009	1.53	%
Year Ended October 31, 2008	1.60	%
Year Ended October 31, 2007	1.43	%

See accompanying Notes to Financial Statements.

27 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued


	October 31,			October 29,			October 31,			October 31,			October 31,
Class B Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	24.32		$	23.07		$	22.08		$	32.82		$	28.97

Income (loss) from investment operations:
Net investment income (loss)²		(.38	)		(.31	)		(.23	)		.06			.26
Net realized and unrealized gain (loss)		.20			1.56			2.07			(5.39	)		4.97

Total from investment operations		(.18	)		1.25			1.84			(5.33	)		5.23

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			(3.15	)		(.15	)
Distributions from net realized gain		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			(.06	)		—			—

Total dividends and/or distributions to shareholders		(.51	)		—			(.85	)		(5.41	)		(1.38	)


Net asset value, end of period	$	23.63		$	24.32		$	23.07		$	22.08		$	32.82


Total Return, at Net Asset Value³		(0.81	)%		5.42	%		8.93	%		(19.23	)%		18.74	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	68,426		$	91,209		$	107,366		$	90,923		$	136,745

Average net assets (in thousands)	$	82,022		$	98,421		$	97,044		$	113,810		$	146,748

Ratios to average net assets:⁴
Net investment income (loss)		(1.55	)%		(1.34	)%		(1.04	)%		0.21	%		0.84	%
Total expenses⁵		2.57	%		2.43	%		2.49	%		2.31	%		2.17	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.43	%		2.29	%		2.34	%		2.27	%		2.14	%

Portfolio turnover rate		181	%		58	%		117	%		135	%		51	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	2.62	%
Year Ended October 29, 2010	2.48	%
Year Ended October 31, 2009	2.54	%
Year Ended October 31, 2008	2.35	%
Year Ended October 31, 2007	2.20	%

See accompanying Notes to Financial Statements.

28 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


	October 31,			October 29,			October 31,			October 31,			October 31,
Class C Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	24.27		$	22.99		$	21.98		$	32.73		$	28.91

Income (loss) from investment operations:
Net investment income (loss)²		(.35	)		(.28	)		(.20	)		.04			.26
Net realized and unrealized gain (loss)		.21			1.56			2.06			(5.35	)		4.96

Total from investment operations		(.14	)		1.28			1.86			(5.31	)		5.22

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			(3.18	)		(.17	)
Distributions from net realized gain		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			(.06	)		—			—

Total dividends and/or distributions to shareholders		(.51	)		—			(.85	)		(5.44	)		(1.40	)

Net asset value, end of period	$	23.62		$	24.27		$	22.99		$	21.98		$	32.73


Total Return, at Net Asset Value³		(0.64	)%		5.57	%		9.07	%		(19.21	)%		18.73	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	199,765		$	247,138		$	253,051		$	138,331		$	140,022

Average net assets (in thousands)	$	233,997		$	259,581		$	194,014		$	139,228		$	139,758

Ratios to average net assets:⁴
Net investment income (loss)		(1.40	)%		(1.20	)%		(0.93	)%		0.15	%		0.85	%
Total expenses⁵		2.32	%		2.18	%		2.24	%		2.32	%		2.16	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.27	%		2.13	%		2.19	%		2.28	%		2.13	%

Portfolio turnover rate		181	%		58	%		117	%		135	%		51	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	2.37	%
Year Ended October 29, 2010	2.23	%
Year Ended October 31, 2009	2.29	%
Year Ended October 31, 2008	2.36	%
Year Ended October 31, 2007	2.19	%

See accompanying Notes to Financial Statements.

29 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FINANCIAL HIGHLIGHTS Continued


	October 31,			October 29,			October 31,			October 31,			October 31,
Class N Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	25.34		$	23.91		$	22.72		$	33.68		$	29.68

Income (loss) from investment operations:
Net investment income (loss)²		(.24	)		(.19	)		(.12	)		.17			.40
Net realized and unrealized gain (loss)		.21			1.62			2.16			(5.54	)		5.10

Total from investment operations		(.03	)		1.43			2.04			(5.37	)		5.50

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			(3.33	)		(.27	)
Distributions from net realized gain		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			(.06	)		—			—

Total dividends and/or distributions to shareholders		(.51	)		—			(.85	)		(5.59	)		(1.50	)

Net asset value, end of period	$	24.80		$	25.34		$	23.91		$	22.72		$	33.68

Total Return, at Net Asset Value³		(0.18	)%		5.98	%		9.58	%		(18.89	)%		19.26	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	39,916		$	46,237		$	36,363		$	17,858		$	22,007

Average net assets (in thousands)	$	45,004		$	43,184		$	25,939		$	20,349		$	21,086

Ratios to average net assets:⁴
Net investment income (loss)		(0.95	)%		(0.79	)%		(0.52	)%		0.62	%		1.28	%
Total expenses⁵		1.87	%		1.77	%		1.83	%		1.90	%		1.73	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.82	%		1.71	%		1.77	%		1.84	%		1.70	%

Portfolio turnover rate		181	%		58	%		117	%		135	%		51	%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4. Annualized for periods less than one full year.

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


Year Ended October 31, 2011	1.92	%
Year Ended October 29, 2010	1.82	%
Year Ended October 31, 2009	1.88	%
Year Ended October 31, 2008	1.94	%
Year Ended October 31, 2007	1.76	%

See accompanying Notes to Financial Statements.

30 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


	October 31,			October 29,			October 31,			October 31,			October 31,
Class Y Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	26.35		$	24.70		$	23.30		$	34.39		$	30.28

Income (loss) from investment operations:
Net investment income (loss)²		(.09	)		(.04	)		.02			.30			.56
Net realized and unrealized gain (loss)		.22			1.69			2.23			(5.65	)		5.20

Total from investment operations		.13			1.65			2.25			(5.35	)		5.76

Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			(3.48	)		(.42	)
Distributions from net realized gain		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			(.06	)		—			—

Total dividends and/or distributions to shareholders		(.51	)		—			(.85	)		(5.74	)		(1.65	)

Net asset value, end of period	$	25.97		$	26.35		$	24.70		$	23.30		$	34.39


Total Return, at Net Asset Value³		0.45	%		6.68	%		10.27%			(18.45	)%		19.85	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	53,803		$	50,445		$	37,726		$	18,693		$	14,784

Average net assets (in thousands)	$	58,196		$	50,667		$	32,544		$	17,505		$	15,189

Ratios to average net assets:⁴
Net investment income (loss)		(0.34	)%		(0.14	)%		0.10	%		1.08	%		1.77	%
Total expenses⁵		1.25	%		1.11	%		1.18	%		1.35	%		1.25	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.20	%		1.06	%		1.13	%		1.31	%		1.21	%

Portfolio turnover rate		181	%		58	%		117	%		135	%		51	%

1. October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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 were as follows:


Year Ended October 31, 2011	1.30	%
Year Ended October 29, 2010	1.16	%
Year Ended October 31, 2009	1.23	%
Year Ended October 31, 2008	1.39	%
Year Ended October 31, 2007	1.28	%

See accompanying Notes to Financial Statements.

31 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Quest Opportunity Value Fund (the “Fund”), a series of Oppenheimer Quest For Value Funds, is an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek growth of capital. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

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

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

32 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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.

Such prices are typically determined based upon information obtained from market participants including reported trade data, broker-dealer price quotations and inputs such as benchmark yields and issuer spreads from identical or similar securities.

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

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

33 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

34 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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.

Net Unrealized

Depreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

$41,616,510

71,349,025

169,405

76,169,209

1. The Fund had $169,405 of straddle losses which were deferred.

2. During the fiscal year ended October 31, 2011, the Fund did not utilize any capital loss carryforward.

3. During the fiscal year ended October 29, 2010, the Fund did not utilize any capital loss carryforward.

35 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

Accordingly, the following amounts have been reclassified for October 31, 2011. Net assets of the Fund were unaffected by the reclassifications.


	Reduction		Reduction to
	to Accumulated		Accumulated Net
Increase to	Net Investment		Realized Gain
Paid-in Capital	Loss		on Investments⁴

$15,139,114	$	12,715,901	$	27,855,015

4. $15,076,264, including $10,960,345 of long-term capital gain, was distributed in connection with Fund share redemptions.

The tax character of distributions paid during the years ended October 31, 2011 and October 29, 2010 was as follows:


	Year Ended		Year Ended
	October 31, 2011		October 29, 2010

Distributions paid from:
Long-term capital gain	$	32,367,373	$	—


Federal tax cost of securities	$	1,507,582,9944
Federal tax cost of other investments		(342,297,580	)

Total federal tax cost	$	1,165,285,414


Gross unrealized appreciation	$	95,666,663
Gross unrealized depreciation		(171,835,872	)

Net unrealized depreciation	$	(76,169,209	)

36 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

effective for the Fund’s fiscal year ending 2012. Specific information regarding the impact of the Act on the Fund will be contained within the “Federal Taxes” section of the financial statement notes for the fiscal year ending 2012.


Projected Benefit Obligations Increased	$	9,343
Payments Made to Retired Trustees		23,395
Accumulated Liability as of October 31, 2011		236,789

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.

37 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.01 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended October 31, 2011						Year Ended October 29, 2010
	Shares			Amount			Shares			Amount

Class A
Sold		3,804,285		$	101,386,842			7,476,605		$	187,300,668
Dividends and/or distributions reinvested		845,456			22,336,949			—			—
Redeemed		(11,843,997	)		(314,828,971	)		(15,007,941	)		(375,486,469	)

Net decrease		(7,194,256	)	$	(191,105,180	)		(7,531,336	)	$	(188,185,801	)

38 OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


	Year Ended October 31, 2011						Year Ended October 29, 2010
	Shares			Amount			Shares			Amount

Class B
Sold		417,497		$	10,363,163			792,166		$	18,654,401
Dividends and/or distributions reinvested		72,919			1,795,279			—			—
Redeemed		(1,345,943	)		(33,509,581	)		(1,694,268	)		(39,812,195	)

Net decrease		(855,527	)	$	(21,351,139	)		(902,102	)	$	(21,157,794	)

Class C
Sold		1,176,984		$	29,154,350			2,415,024		$	56,790,606
Dividends and/or distributions reinvested		180,408			4,434,430			—			—
Redeemed		(3,084,225	)		(75,947,695	)		(3,236,652	)		(75,785,570	)

Net decrease		(1,726,833	)	$	(42,358,915	)		(821,628	)	$	(18,994,964	)


Class N
Sold		443,375		$	11,450,888			925,101		$	22,613,260
Dividends and/or distributions reinvested		33,046			849,630			—			—
Redeemed		(691,594	)		(17,916,603	)		(621,312	)		(15,157,827	)

Net increase (decrease)		(215,173	)	$	(5,616,085	)		303,789		$	7,455,433


Class Y
Sold		1,297,635		$	35,176,205			1,761,695		$	44,544,714
Dividends and/or distributions reinvested		21,473			575,046			—			—
Redeemed		(1,161,706	)		(31,043,287	)		(1,374,651	)		(34,944,480	)

Net increase		157,402		$	4,707,964			387,044		$	9,600,234

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended October 31, 2011, were as follows:


	Purchases		Sales

Investment securities	$	1,483,741,636	$	1,426,369,206

4. Fees and Other Transactions with Affiliates

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


Fee Schedule
Up to $1.0 billion	0.85	%
Next $500 million	0.80
Next $500 million	0.75
Next $500 million	0.70
Next $500 million	0.65
Next $500 million	0.60
Next $500 million	0.55
Over $4.0 billion	0.50

39 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued

Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.


Class C	$	11,291,311
Class N		1,056,000

40 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

Class A

Class B

Class C

Class N

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

October 31, 2011

266,266

3,110

165,076

18,644

666

Waivers and Reimbursements of Expenses. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended October 31, 2011, the Manager waived fees and/or reimbursed the Fund $759,811 for IMMF management fees.

OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

During the year ended October 31, 2011, OFS waived transfer and shareholder servicing agent fees as follows:


Class B		$	75,592

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

5. Risk Exposures and the Use of Derivative Instruments

41 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

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

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

The Fund’s actual exposures to these market risk factors during the period are discussed in further detail, by derivative type, below.

42 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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

Amount of Realized Gain or (Loss) Recognized on Derivatives




	Investments from
Derivatives Not	unaffiliated companies
Accounted for as	(including premiums			Foreign currency
Hedging Instruments	on options exercised)*			transactions			Total

Equity contracts	$	(346,835	)	$	—		$	(346,835	)
Foreign exchange contracts		—			(36,925	)		(36,925	)

Total	$	(346,835	)	$	(36,925	)	$	(383,760	)


*		Includes purchased option contracts, purchased swaption contracts and written option contracts exercised, if any.

Foreign Currency Exchange Contracts

The Fund may enter into foreign currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date.

43 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

pricing service. The resulting unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable or payable and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

During the year ended October 31, 2011, the Fund had daily average contract amounts on forward foreign currency contracts to buy and sell of $61,649 and $149,094, respectively.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty will default.

As of October 31, 2011, the Fund had no outstanding forward contracts.

Option Activity

During the year ended October 31, 2011, the Fund had an ending monthly average market value of $8,346 on purchased call options.

44 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

and the option is exercised. The risk in buying an option is that the Fund pays a premium whether or not the option is exercised. The Fund also has the additional risk that there may be an illiquid market where the Fund is unable to close the contract.

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

As of October 31, 2011, the Fund had no outstanding written options.

6. Restricted Securities

7. Pending Litigation

45 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Pending Litigation Continued

relief and an award of attorneys’ fees and litigation expenses. On September 9, 2011, the court denied plaintiffs’ request for a hearing to determine the fairness of the settlement, finding that plaintiffs lacked standing to pursue derivative claims on behalf of the Trust. On October 27, 2011, the parties to these actions filed a joint motion to dismiss the lawsuits with prejudice, which the court granted on October 28, 2011.

46 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

47 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Quest for Value Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Quest Opportunity Value Fund (one of the portfolios constituting the Oppenheimer Quest for Value Funds), including the statement of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2011, by correspondence with the custodian and transfer agent. 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 Quest Opportunity Value Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
December 16, 2011

48 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

FEDERAL INCOME TAX INFORMATION Unaudited

Capital gain distributions of $0.51431 per share were paid to Class A, Class B, Class C, Class N and Class Y shareholders, respectively, on December 29, 2010. 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 October 31, 2011 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 18.99% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended October 31, 2011 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 $12,408,990 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2011, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended October 31, 2011, amount allowable but not less than the maximum amount allowable but not less than $45,732,429 or 100% of the short-term capital gain distribution paid and to be paid by the Fund qualifies as a short-term capital gain dividend.

49 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

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

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

50 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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

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

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

51 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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

52 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

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

Householding—Delivery of Shareholder Documents

53 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

TRUSTEES AND OFFICERS Unaudited


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

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2001) Age: 68		Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 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.

David K. Downes, Trustee (since 2005) Age: 71		Director of THL Credit Inc. (since June 2009); Independent Chairman GSK Employee Benefit Trust (since April 2006); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, 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.

54 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Matthew P. Fink, Trustee (since 2009) Age: 70		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, 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.

Phillip A. Griffiths, Trustee (since 2009) Age: 73		Fellow of the Carnegie Corporation (since 2007); Member of the National Academy of Sciences (since 1979); Council on Foreign Relations (since 2002); Foreign Associate of Third World Academy of Sciences (since 2002); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Director of GSI Lumonics Inc. (precision technology products company) (2001-2010); Senior Advisor of The Andrew W. Mellon Foundation (2001-2010); Distinguished Presidential Fellow for International Affairs of the National Academy of Science (2002-2010); Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Griffiths has served on the Boards of certain Oppenheimer funds since June 1999, 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.

Mary F. Miller, Trustee (since 2009) Age: 68		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, 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.

Joel W. Motley, Trustee (since 2009) Age: 59		Board Member of Pulitzer center for Crisis Reporting (non-profit journalism) (since December 2010); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998- December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Chairman of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 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.

Mary Ann Tynan, Trustee (since 2009) Age: 66		Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospitals (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of

55 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Mary Ann Tynan, Continued		Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Tynan has served on the Boards of certain Oppenheimer funds since October 2008, 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.

Joseph M. Wikler, Trustee (since 2009) Age: 70		Director of C-TASC (bio-statistics services) (since 2007); formerly, Director of the following medical device companies: Medintec (1992-2011) and Cathco (1996-2011); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wikler has served on the Boards of certain Oppenheimer funds since August 2005, 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.

Peter I. Wold, Trustee (since 2009) Age: 63		Director of Arch Coal, Inc. (since 2010); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, 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 AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 53		Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC;

56 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
William F. Glavin, Jr., Continued		Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007- July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005- March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex.

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

Arthur S. Gabinet, Secretary (since 2011) Age: 53		Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President 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; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private Investments, Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (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 96 portfolios in the OppenheimerFunds complex.

Christina M. Nasta, Vice President and Chief Business Officer (since 2011) Age: 38		Senior Vice President of the Manager (since July 2010); Vice President of the Manager (since January 2003); Vice President of OppenheimerFunds Distributor, Inc. (since January 2003). An officer of 96 portfolios in the OppenheimerFunds complex.

Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 61		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.

57 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Name, Position(s) Held with the Fund, Length of Service, Age		Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 52		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President (since 2011) Age: 63		Vice President, Secretary and General Counsel of OAC (since November 2001); Executive Vice President (since January 2004) and General Counsel (March 2002- December 2010) of the Manager; Executive Vice President, General Counsel and Director of OFI Trust Company (since November 2001); General Counsel of the Distributor (December 2001-December 2010); General Counsel of Centennial Asset Management Corporation (December 2001-December 2010); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (December 2001-December 2010); Assistant Secretary (September 1997-December 2010) and Director (November 2001-December 2010) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (December 2002- December 2010); Director of Oppenheimer Real Asset Management, Inc. (November 2001-December 2010); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (December 2001-December 2010); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. (November 2001-December 2010); Vice President of OppenheimerFunds Legacy Program (June 2003-December 2010); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (November 2001-December 2010). An officer of 96 portfolios in the OppenheimerFunds complex.

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 1.800.525.7048.

58 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

OPPENHEIMER QUEST OPPORTUNITY VALUE FUND^SM

A Series of Oppenheimer Quest For Value Funds


Manager		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG llp

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

59 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

PRIVACY POLICY NOTICE

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

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

•		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

•		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.

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

Right of Refusal

60 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

Internet Security and Encryption

•		All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-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.

•		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.

•		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

How You Can Help

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds Distributor, Inc., the trustee of OppenheimerFunds Individual Retirement Accounts (IRAs) and the custodian of the OppenheimerFunds 403(b)(7) tax sheltered custodial accounts. 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 January 16, 2004. 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 these privacy policies, 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 1.800.525.7048.

61 | OPPENHEIMER QUEST OPPORTUNITY VALUE FUND

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries


Insurance	9.0	%
Commercial Banks	8.2
Health Care Providers & Services	7.2
Oil, Gas & Consumable Fuels	5.8
Electric Utilities	4.6
Chemicals	4.2
Software	4.2
Multi-Utilities	3.9
Energy Equipment & Services	3.8
Food Products	3.1

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on net assets.

Top Ten Common Stock Holdings


Cooper Industries plc	2.2	%
CMS Energy Corp.	2.2
Tyco International Ltd.	2.2
M&T Bank Corp.	2.0
Cleco Corp.	1.9
Everest Re Group Ltd.	1.9
DaVita, Inc.	1.8
Mattel, Inc.	1.8
Airgas, Inc.	1.7
SCANA Corp.	1.7

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2011, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

6 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Sector Allocation

7 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FUND PERFORMANCE DISCUSSION

Management’s Discussion of Fund Performance. For the one-year period ended October 31, 2011, Oppenheimer Small- & Mid- Cap Value Fund’s Class A shares (without sales charge) returned 2.07% and underperformed the Russell 2500 Value Index (the “Index”), which returned 4.49%. The Fund’s relative underperformance was partly the result of an investment environment in which macroeconomic factors generally drove stock movements rather than the fundamentals of individual companies. In terms of relative sector performance, the Fund outperformed the Index in the information technology and utilities sectors and underperformed primarily in the financials and energy sectors.

Within the information technology sector, top individual contributors to performance included software companies Electronic Arts, Inc. and Aspen Technology, Inc. Electronic Arts, a publisher of video games for PlayStation and Xbox 360 consoles, benefited from improvements made to its video game content. Additionally, Electronic Arts has plans to release a new, highly anticipated Star Wars multi-player online game at the end of the year. Aspen Technology is a provider of software and services for manufacturers in process industries as well as engineering and construction firms. Its stock rallied as the company’s results exceeded expectations.

The Fund’s investments in the utilities sector also benefited performance. The utilities sector was the top performing sector of the Index during the period and benefited from the defensive nature of utility stocks. Since utilities providers offer services that consumers need regardless of the economic environment, they tend to perform well during times of slow or negative economic growth. Electric utilities company Cleco Corp., diversified utilities provider SCANA Corp. and independent power producer Constellation Energy Group, Inc. contributed to performance results. We exited our position in Constellation by period end.

The Fund underperformed the Index primarily in financials and energy. During the period, financial stocks struggled due to an uncertain regulatory environment, a slow growth environment, depressed interest rates and European debt worries. Although the Fund maintained an underweight to the sector, unfavorable stock selection hurt performance. Top detractors for the Fund were Comerica, Inc. and Assurant, Inc. Comerica’s stock lost value as the market punished it based on concerns over lower profits for the company in a flat interest rate yield curve environment. Assurant, which provides specialized insurance and related services, underperformed as there were concerns about its creditor-placed homeowners insurance coming under regulatory scrutiny. We sold our positions in Comerica and Assurant during the period.

8 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

In energy, certain stocks did not perform well given the volatility of the markets over the reporting period and sharp swings in oil prices, which led to lower revenues for some oil and gas exploration and production companies and higher costs. The Fund’s holdings in Cimarex Energy Co. and Whiting Petroleum Corp., both exploration and production firms, hurt performance.

Comparing the Fund’s Performance to the Market. The graphs that follow show the performance of a hypothetical $10,000 investment in each Class of shares of the Fund held until October 31, 2011. In the case of Class A, Class B, Class C and Class N shares, performance is measured over a ten-fiscal-year period. In the case of Class Y shares, performance is measured from inception of the Class on October 24, 2005. The Fund’s performance reflects the deduction of the maximum initial sales charge on Class A shares, the applicable contingent deferred sales charge on Class B, Class C and Class N shares, and reinvestments of all dividends and capital gains distributions. Past performance cannot guarantee future results.

The Fund’s performance is compared to that of the Russell 2000 Index, the Russell 2500 Index and the Russell 2500 Value Index. The Russell 2000 Index is an unmanaged index of small-capitalization stocks. The Russell 2500 Index is a broad-based index featuring 2,500 stocks that cover the small- and mid-cap market capitalizations. The Russell 2500 Value Index is a broad-based measure of small- and mid-cap value stocks. Index performance includes reinvestment of income but does not reflect transaction costs, fees, expenses or taxes. The Fund’s performance reflects the effects of the Fund’s business and operating expenses. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments vary from the securities comprising the indices.

9 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FUND PERFORMANCE DISCUSSION

10 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. 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 us at oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 15 for further information.

11 - OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FUND PERFORMANCE DISCUSSION

12 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. 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 us at oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 15 for further information.

13 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FUND PERFORMANCE DISCUSSION

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. 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 us at oppenheimerfunds.com, or call us at 1.800.525.7048. Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. See page 15 for further information.

14 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES

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

Class A shares of the Fund were first publicly offered on 1/3/89. Unless otherwise noted, Class A returns include the current maximum initial sales charge of 5.75%.

Class B shares of the Fund were first publicly offered on 9/1/93. Unless otherwise noted, Class B returns include the applicable contingent deferred sales charges of 5% (1-year) and 2% (5-year). Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Class B shares are subject to an annual 0.75% asset-based sales charge.

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

Class Y shares of the Fund were first publicly offered on 10/24/05. Class Y shares are offered only to fee-based clients of dealers that have a special agreement with the Distributor, to certain institutional investors that have a special agreement with the Distributor, and to present or former officers, directors, trustees and employees (and their eligible family members) of the Fund, the Manager, its affiliates, its parent company and the subsidiaries of its parent company, and retirement plans established for the benefit of such individuals. There is no sales charge for Class Y shares.

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

15 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FUND EXPENSES

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2011.

16 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
Actual	May 1, 2011		October 31, 2011		October 31, 2011

Class A	$	1,000.00	$	850.60	$	5.90
Class B		1,000.00		846.80		9.83
Class C		1,000.00		847.00		9.55
Class N		1,000.00		849.20		7.21
Class Y		1,000.00		851.50		4.63


Hypothetical
(5% return before expenses)

Class A	1,000.00	1,018.85	6.43
Class B	1,000.00	1,014.62	10.72
Class C	1,000.00	1,014.92	10.41
Class N	1,000.00	1,017.44	7.86
Class Y	1,000.00	1,020.21	5.05


Class	Expense Ratios

Class A		1.26	%
Class B		2.10
Class C		2.04
Class N		1.54
Class Y		0.99

17 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

STATEMENT OF INVESTMENTS October 31, 2011


	Shares		Value
Common Stocks—93.8%
Consumer Discretionary—11.4%
Auto Components—1.2%
Lear Corp.		500,000	$	23,455,000
Diversified Consumer Services—0.8%
Coinstar, Inc.¹		300,000		14,322,000
Hotels, Restaurants & Leisure—0.7%
Pinnacle Entertainment, Inc.¹		1,200,000		13,584,000
Household Durables—2.7%
Mohawk Industries, Inc.¹		400,000		21,060,000
Newell Rubbermaid, Inc.		2,000,000		29,600,000

				50,660,000
Leisure Equipment & Products—2.6%
Hasbro, Inc.		400,000		15,224,000
Mattel, Inc.		1,200,000		33,888,000

				49,112,000
Media—1.5%
Cablevision Systems Corp. New York Group, Cl. A		2,000,000		28,940,000
Specialty Retail—0.7%
Children’s Place Retail Stores, Inc.¹		300,000		14,085,000
Textiles, Apparel & Luxury Goods—1.2%
PVH Corp.		300,000		22,323,000
Consumer Staples—7.6%
Beverages—1.1%
Molson Coors Brewing Co., Cl. B, Non-Vtg.		500,000		21,170,000
Food & Staples Retailing—0.7%
Kroger Co. (The)		600,000		13,908,000
Food Products—3.1%
Adecoagro SA¹		1,500,000		14,580,000
ConAgra Foods, Inc.		1,000,000		25,330,000
Sara Lee Corp.		1,000,000		17,800,000

				57,710,000
Household Products—2.7%
Church & Dwight Co., Inc.		500,000		22,090,000
Energizer Holdings, Inc.¹		400,000		29,516,000

				51,606,000
Energy—9.6%
Energy Equipment & Services—3.8%
Ensco plc, Sponsored ADR		575,000		28,554,500
Nabors Industries Ltd.¹		1,000,000		18,330,000
Tidewater, Inc.		500,000		24,615,000

				71,499,500
Oil, Gas & Consumable Fuels—5.8%
Bill Barrett Corp.¹		600,000		24,960,000
Cimarex Energy Co.		300,000		19,200,000
EQT Corp.		350,000		22,225,000
Noble Energy, Inc.		225,000		20,101,500
Whiting Petroleum Corp.¹		500,000		23,275,000

				109,761,500
Financials—19.3%
Capital Markets—1.0%
Affiliated Managers
Group, Inc.¹		200,000		18,522,000
Commercial Banks—8.2%
CIT Group, Inc.¹		600,000		20,910,000
Fifth Third Bancorp		1,700,000		20,417,000
M&T Bank Corp.		500,000		38,055,000
Prosperity Bancshares, Inc.		500,000		19,245,000
Signature Bank¹		200,000		11,150,000
TCF Financial Corp.		2,200,000		23,408,000
Zions Bancorp		1,300,000		22,568,000

				155,753,000

18 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


	Shares		Value
Insurance—9.0%
ACE Ltd.		300,000	$	21,645,000
Aon Corp.		675,000		31,468,500
Everest Re Group Ltd.		400,000		35,968,000
Progressive Corp.		1,500,000		28,515,000
Reinsurance Group of America, Inc.		600,000		31,338,000
Unum Group		900,000		21,456,000

				170,390,500
Real Estate Investment Trusts—1.1%
BioMed Realty Trust, Inc.		1,200,000		21,732,000
Health Care—9.3%
Health Care Providers & Services—7.2%
Aetna, Inc.		750,000		29,820,000
Cardinal Health, Inc.		500,000		22,135,000
DaVita, Inc.¹		500,000		35,000,000
Humana, Inc.		300,000		25,467,000
Universal Health Services, Inc., Cl. B		600,000		23,982,000

				136,404,000
Life Sciences Tools & Services—0.6%
Agilent Technologies, Inc.¹		300,000		11,121,000
Pharmaceuticals—1.5%
Hospira, Inc.¹		300,000		9,435,000
Mylan, Inc.¹		1,000,000		19,570,000

				29,005,000
Industrials—10.3%
Aerospace & Defense—0.9%
AerCap Holdings NV¹		1,500,000		17,790,000
Airlines—0.8%
United Continental Holdings, Inc.¹		800,000		15,456,000
Commercial Services & Supplies—1.0%
Republic Services, Inc.		650,000		18,499,000
Electrical Equipment—2.2%
Cooper Industries plc		800,000		41,968,000
Industrial Conglomerates—2.2%
Tyco International Ltd.		900,000		40,995,000
Machinery—3.0%
AGCO Corp.¹		700,000		30,681,000
Stanley Black & Decker, Inc.		400,000		25,540,000

				56,221,000
Road & Rail—0.2%
Hunt (J.B.) Transport Services, Inc.		125,000		5,288,750
Information Technology—9.5%
Communications Equipment—2.8%
Juniper Networks, Inc.¹1,200,000				29,364,000
Research in Motion Ltd.¹		1,200,000		24,240,000

				53,604,000
IT Services—0.9%
TeleTech Holdings, Inc.¹		1,000,000		17,480,000
Semiconductors & Semiconductor Equipment—1.6%
Atmel Corp.¹		1,000,000		10,560,000
Xilinx, Inc.		600,000		20,076,000

				30,636,000
Software—4.2%
Aspen Technology, Inc.¹		1,000,000		17,340,000
CA, Inc.		750,000		16,245,000
Electronic Arts, Inc.¹		1,000,000		23,350,000
Take-Two Interactive Software, Inc.¹		1,400,000		22,092,000

				79,027,000
Materials—5.2%
Chemicals—4.2%
Airgas, Inc.		475,000		32,751,250
Celanese Corp., Series A		400,000		17,420,000
Mosaic Co. (The)		500,000		29,280,000

				79,451,250
Containers & Packaging—1.0%
Rock-Tenn Co., Cl. A		325,000		19,236,750
Telecommunication Services—1.1%
Wireless Telecommunication Services—1.1%
NII Holdings, Inc.¹		850,000		20,000,500

19 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

STATEMENT OF INVESTMENTS Continued


	Shares			Value
Utilities—10.5%
Electric Utilities—4.6%
Cleco Corp.		1,000,000		$	36,870,000
NV Energy, Inc.		1,500,000			24,060,000
Pepco Holdings, Inc.		1,300,000			25,740,000

					86,670,000
Energy Traders—0.5%
GenOn Energy, Inc.¹		3,000,000			9,150,000
Gas Utilities—1.5%
AGL Resources, Inc.		700,000			29,358,000
Multi-Utilities—3.9%
CMS Energy Corp.		2,000,000			41,640,000
SCANA Corp.		750,000			31,710,000

					73,350,000

Total Common Stocks (Cost $1,596,052,470)					1,779,244,750
Investment Companies—8.0%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.17%^2,3 (Cost $152,351,538) 152,351,538				$	152,351,538
Total Investments, at Value (Cost $1,748,404,008)		101.8	%		1,931,596,288
Liabilities in Excess of Other Assets		(1.8	)		(34,472,886	)

Net Assets		100.0	%	$	1,897,123,402

Footnotes to Statement of Investments

1.		Non-income producing security.

2.		Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended October 31, 2011, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

Shares

Gross

Shares

October 29, 2010^a

Additions

Reductions

October 31, 2011

Oppenheimer Institutional Money Market Fund, Cl. E

138,411,479

1,039,541,894

1,025,601,835

152,351,538


	Value		Income

Oppenheimer Institutional Money Market Fund, Cl. E	$	152,351,538	$	223,956

October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

Rate shown is the 7-day yield as of October 31, 2011.

Valuation Inputs

	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).

20 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of October 31, 2011 based on valuation input level:


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

Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	216,481,000	$	—	$	—	$	216,481,000
Consumer Staples		144,394,000		—		—		144,394,000
Energy		181,261,000		—		—		181,261,000
Financials		366,397,500		—		—		366,397,500
Health Care		176,530,000		—		—		176,530,000
Industrials		196,217,750		—		—		196,217,750
Information Technology		180,747,000		—		—		180,747,000
Materials		98,688,000		—		—		98,688,000
Telecommunication Services		20,000,500		—		—		20,000,500
Utilities		198,528,000		—		—		198,528,000
Investment Company		152,351,538		—		—		152,351,538

Total Assets	$	1,931,596,288	$	—	$	—	$	1,931,596,288

See accompanying Notes to Financial Statements.

21 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2011


Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,596,052,470)	$	1,779,244,750
Affiliated companies (cost $152,351,538)		152,351,538

		1,931,596,288
Cash		586,175
Receivables and other assets:
Investments sold		21,232,032
Shares of beneficial interest sold		9,244,807
Dividends		939,716
Other		167,084

Total assets		1,963,766,102

Liabilities
Payables and other liabilities:
Investments purchased		60,022,316
Shares of beneficial interest redeemed		4,750,835
Trustees’ compensation		636,316
Transfer and shareholder servicing agent fees		598,284
Distribution and service plan fees		365,752
Shareholder communications		233,908
Other		35,289

Total liabilities		66,642,700

Net Assets	$	1,897,123,402


Composition of Net Assets
Par value of shares of beneficial interest	$	654,058
Additional paid-in capital		2,513,702,400
Accumulated net investment loss		(633,357	)
Accumulated net realized loss on investments		(799,791,979	)
Net unrealized appreciation on investments		183,192,280

Net Assets	$	1,897,123,402

22 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,250,054,877 and 41,600,261 shares of beneficial interest outstanding)	$	30.05
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	31.88
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $85,099,912 and 3,323,966 shares of beneficial interest outstanding)	$	25.60
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $285,734,913 and 11,144,719 shares of beneficial interest outstanding)	$	25.64
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $176,002,307 and 6,080,633 shares of beneficial interest outstanding)	$	28.94
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $100,231,393 and 3,256,257 shares of beneficial interest outstanding)	$	30.78

See accompanying Notes to Financial Statements.

23 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2011


Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $47,438)	$	31,028,407
Affiliated companies		223,956
Interest		2,011
Other income		39,554

Total investment income		31,293,928

Expenses
Management fees		15,099,118
Distribution and service plan fees:
Class A		3,678,955
Class B		1,135,181
Class C		3,358,248
Class N		1,066,799
Transfer and shareholder servicing agent fees:
Class A		4,857,991
Class B		637,378
Class C		1,099,761
Class N		753,990
Class Y		316,013
Shareholder communications:
Class A		315,881
Class B		69,777
Class C		86,438
Class N		20,502
Class Y		10,111
Trustees’ compensation		52,269
Custodian fees and expenses		12,372
Administration service fees		1,500
Other		502,367

Total expenses		33,074,651
Less waivers and reimbursements of expenses		(372,600	)

Net expenses		32,702,051

Net Investment Loss		(1,408,123	)
Realized and Unrealized Gain (Loss)
Net realized gain on investments		339,395,596
Net change in unrealized appreciation/depreciation on investments		(260,818,079	)

Net Increase in Net Assets Resulting from Operations	$	77,169,394

See accompanying Notes to Financial Statements.

24 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended			Year Ended
	October 31,			October 29,
	2011			2010¹

Operations
Net investment loss	$	(1,408,123	)	$	(6,929,917	)
Net realized gain		339,395,596			220,245,757
Net change in unrealized appreciation/depreciation		(260,818,079	)		237,312,219

Net increase in net assets resulting from operations		77,169,394			450,628,059

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(376,168,519	)		(338,346,157	)
Class B		(43,495,600	)		(35,544,512	)
Class C		(56,497,898	)		(48,402,350	)
Class N		(55,964,532	)		(35,991,716	)
Class Y		(4,737,986	)		6,565,403

		(536,864,535	)		(451,719,332	)

Net Assets
Total decrease		(459,695,141	)		(1,091,273	)
Beginning of period		2,356,818,543			2,357,909,816

End of period (including accumulated net investment loss of $633,357 and $670,859, respectively)	$	1,897,123,402		$	2,356,818,543


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

25 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

FINANCIAL HIGHLIGHTS


	October 31,			October 29,			October 31,			October 31,			October 31,
Class A Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	29.44		$	24.35		$	19.90		$	42.78		$	36.95

Income (loss) from investment operations:
Net investment income (loss)²		.03			(.03	)		.03			.02			(.08	)
Net realized and unrealized gain (loss)		.58			5.12			4.43			(19.19	)		7.97

Total from investment operations		.61			5.09			4.46			(19.17	)		7.89

Dividends and/or distributions to shareholders:
Distributions from net realized gain		—			—			—			(3.71	)		(2.06	)
Tax return of capital distribution		—			—			(.01	)		—			—

Total dividends and/or distributions to shareholders		—			—			(.01	)		(3.71	)		(2.06	)

Net asset value, end of period	$	30.05		$	29.44		$	24.35		$	19.90		$	42.78



Total Return, at Net Asset Value³		2.07	%		20.90	%		22.43	%		(48.93	)%		22.18	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,250,055		$	1,573,085		$	1,604,830		$	1,476,752		$	3,530,371

Average net assets (in thousands)	$	1,527,052		$	1,642,391		$	1,421,837		$	2,688,839		$	3,150,544

Ratios to average net assets:⁴
Net investment income (loss)		0.11	%		(0.13	)%		0.13	%		0.06	%		(0.19	)%
Total expenses⁵		1.26	%		1.29	%		1.46	%		1.16	%		1.08	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.25	%		1.28	%		1.32	%		1.16	%		1.08	%

Portfolio turnover rate		89	%		71	%		99	%		94	%		115	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	1.27	%
Year Ended October 29, 2010	1.29	%
Year Ended October 31, 2009	1.47	%
Year Ended October 31, 2008	1.16	%
Year Ended October 31, 2007	1.08	%

See accompanying Notes to Financial Statements.

26 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


	October 31,			October 29,			October 31,			October 31,			October 31,
Class B Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	25.29		$	21.08		$	17.37		$	38.10		$	33.38

Income (loss) from investment operations:
Net investment loss²		(.20	)		(.22	)		(.12	)		(.22	)		(.36	)
Net realized and unrealized gain (loss)		.51			4.43			3.84			(16.80	)		7.14

Total from investment operations		.31			4.21			3.72			(17.02	)		6.78

Dividends and/or distributions to shareholders:
Distributions from net realized gain		—			—			—			(3.71	)		(2.06	)
Tax return of capital distribution		—			—			(.01	)		—			—

Total dividends and/or distributions to shareholders		—			—			(.01	)		(3.71	)		(2.06	)

Net asset value, end of period	$	25.60		$	25.29		$	21.08		$	17.37		$	38.10



Total Return, at Net Asset Value³		1.23	%		19.97	%		21.44	%		(49.34	)%		21.18	%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	85,100		$	123,847		$	135,576		$	132,365		$	367,688

Average net assets (in thousands)	$	113,687		$	131,255		$	123,578		$	256,533		$	370,633

Ratios to average net assets:⁴
Net investment loss		(0.71	)%		(0.91	)%		(0.67	)%		(0.75	)%		(1.00	)%
Total expenses⁵		2.30	%		2.31	%		2.49	%		1.96	%		1.90	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.08	%		2.07	%		2.13	%		1.96	%		1.90	%

Portfolio turnover rate		89	%		71	%		99	%		94	%		115	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	2.31	%
Year Ended October 29, 2010	2.31	%
Year Ended October 31, 2009	2.50	%
Year Ended October 31, 2008	1.96	%
Year Ended October 31, 2007	1.90	%

See accompanying Notes to Financial Statements.

27 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued


	October 31,			October 29,			October 31,			October 31,			October 31,
Class C Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	25.32		$	21.10		$	17.38		$	38.10		$	33.36

Income (loss) from investment operations:
Net investment loss²		(.18	)		(.21	)		(.11	)		(.20	)		(.34	)
Net realized and unrealized gain (loss)		.50			4.43			3.84			(16.81	)		7.14

Total from investment operations		.32			4.22			3.73			(17.01	)		6.80

Dividends and/or distributions to shareholders:
Distributions from net realized gain		—			—			—			(3.71	)		(2.06	)
Tax return of capital distribution		—			—			(.01	)		—			—
Total dividends and/or distributions to shareholders		—			—			(.01	)		(3.71	)		(2.06	)

Net asset value, end of period	$	25.64		$	25.32		$	21.10		$	17.38		$	38.10



Total Return, at Net Asset Value³		1.26	%		20.00	%		21.48	%		(49.30	)%		21.25	%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	285,735		$	334,710		$	322,950		$	318,189		$	812,430

Average net assets (in thousands)	$	336,244		$	336,938		$	291,243		$	598,093		$	725,723

Ratios to average net assets:⁴
Net investment loss		(0.67	)%		(0.89	)%		(0.62	)%		(0.70	)%		(0.95	)%
Total expenses⁵		2.03	%		2.07	%		2.24	%		1.91	%		1.84	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.02	%		2.04	%		2.08	%		1.91	%		1.84	%

Portfolio turnover rate		89	%		71	%		99	%		94	%		115	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	2.04	%
Year Ended October 29, 2010	2.07	%
Year Ended October 31, 2009	2.25	%
Year Ended October 31, 2008	1.91	%
Year Ended October 31, 2007	1.84	%

See accompanying Notes to Financial Statements.

28 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


	October 31,			October 29,			October 31,			October 31,			October 31,
Class N Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	28.44		$	23.58		$	19.31		$	41.75		$	36.24

Income (loss) from investment operations:
Net investment loss²		(.05	)		(.10	)		(.02	)		(.09	)		(.22	)
Net realized and unrealized gain (loss)		.55			4.96			4.30			(18.64	)		7.79

Total from investment operations		.50			4.86			4.28			(18.73	)		7.57

Dividends and/or distributions to shareholders:
Distributions from net realized gain		—			—			—			(3.71	)		(2.06	)
Tax return of capital distribution		—			—			(.01	)		—			—

Total dividends and/or distributions to shareholders		—			—			(.01	)		(3.71	)		(2.06	)

Net asset value, end of period	$	28.94		$	28.44		$	23.58		$	19.31		$	41.75



Total Return, at Net Asset Value³		1.76	%		20.61	%		22.19	%		(49.10	)%		21.71	%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	176,002		$	224,132		$	218,401		$	187,639		$	397,075

Average net assets (in thousands)	$	213,872		$	227,923		$	192,372		$	320,483		$	325,526

Ratios to average net assets:⁴
Net investment loss		(0.17	)%		(0.38	)%		(0.09	)%		(0.29	)%		(0.55	)%
Total expenses⁵		1.54	%		1.62	%		1.86	%		1.56	%		1.45	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.53	%		1.52	%		1.54	%		1.50	%		1.45	%

Portfolio turnover rate		89	%		71	%		99	%		94	%		115	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	1.55	%
Year Ended October 29, 2010	1.62	%
Year Ended October 31, 2009	1.87	%
Year Ended October 31, 2008	1.56	%
Year Ended October 31, 2007	1.45	%

See accompanying Notes to Financial Statements.

29 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued


	October 31,			October 29,			October 31,			October 31,			October 31,
Class Y Year Ended	2011			2010¹			2009			2008			2007

Per Share Operating Data
Net asset value, beginning of period	$	30.08		$	24.79		$	20.18		$	43.17		$	37.14

Income (loss) from investment operations:
Net investment income²		.12			.06			.12			.14			.07
Net realized and unrealized gain (loss)		.58			5.23			4.50			(19.42	)		8.02

Total from investment operations		.70			5.29			4.62			(19.28	)		8.09

Dividends and/or distributions to shareholders:
Distributions from net realized gain		—			—			—			(3.71	)		(2.06	)
Tax return of capital distribution		—			—			(.01	)		—			—

Total dividends and/or distributions to shareholders		—			—			(.01	)		(3.71	)		(2.06	)

Net asset value, end of period	$	30.78		$	30.08		$	24.79		$	20.18		$	43.17



Total Return, at Net Asset Value³		2.33	%		21.34	%		22.91	%		(48.73	)%		22.63	%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	100,231		$	101,045		$	76,153		$	72,540		$	93,996

Average net assets (in thousands)	$	102,025		$	120,886		$	76,732		$	93,084		$	63,467

Ratios to average net assets:⁴
Net investment income		0.35	%		0.21	%		0.57	%		0.43	%		0.18	%
Total expenses⁵		1.00	%		0.91	%		0.93	%		0.76	%		0.72	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.99	%		0.90	%		0.92	%		0.76	%		0.72	%

Portfolio turnover rate		89	%		71	%		99	%		94	%		115	%


1.		October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year. See Note 1 of the accompanying Notes.

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

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

4.		Annualized for periods less than one full year.

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


Year Ended October 31, 2011	1.01	%
Year Ended October 29, 2010	0.91	%
Year Ended October 31, 2009	0.94	%
Year Ended October 31, 2008	0.76	%
Year Ended October 31, 2007	0.72	%

See accompanying Notes to Financial Statements.

30 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Small- & Mid- Cap Value Fund (the “Fund”), a series of Oppenheimer Quest For Value Funds, is an open-end management investment company registered under the Investment Company Act of 1940, as amended. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

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

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

31 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

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

32 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

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

Net Unrealized

Appreciation

Based on Cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

$—

—

766,040,637

149,440,937


1.		As of October 31, 2011, the Fund had $766,040,637 of net capital loss carryforwards available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. As of October 31, 2011, details of the capital loss carryforward were as follows:

33 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued


Expiring

2017	$	766,040,637


2.		During the fiscal year ended October 31, 2011, the Fund utilized $324,398,555 of capital loss carryforward to offset capital gains realized in that fiscal year.

3.		During the fiscal year ended October 29, 2010, the Fund utilized $208,647,167 of capital loss carryforward to offset capital gains realized in that fiscal year.

Accordingly, the following amounts have been reclassified for October 31, 2011. Net assets of the Fund were unaffected by the reclassifications.


	Reduction		Increase to
	to Accumulated		Accumulated Net
Increase to	Net Investment		Realized Loss
Paid-in Capital	Loss		on Investments
$1,018,764	$	1,445,625	$	2,464,389

No distributions were paid during the years ended October 31, 2011 and October 29, 2010.


Federal tax cost of securities	$	1,782,155,351


Gross unrealized appreciation	$	217,031,287
Gross unrealized depreciation		(67,590,350	)

Net unrealized appreciation	$	149,440,937

34 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


Projected Benefit Obligations Increased	$	13,306
Payments Made to Retired Trustees		51,589
Accumulated Liability as of October 31, 2011		514,849

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.

35 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies Continued

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.

2. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.01 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended October 31, 2011						Year Ended October 29, 2010
	Shares			Amount			Shares			Amount

Class A
Sold		8,259,826		$	265,428,352			9,661,089		$	261,627,891
Redeemed		(20,089,378	)		(641,596,871	)		(22,132,365	)		(599,974,048	)

Net decrease		(11,829,552	)	$	(376,168,519	)		(12,471,276	)	$	(338,346,157	)


Class B
Sold		480,437		$	13,228,436			611,249		$	14,348,577
Redeemed		(2,053,000	)		(56,724,036	)		(2,144,756	)		(49,893,089	)

Net decrease		(1,572,563	)	$	(43,495,600	)		(1,533,507	)	$	(35,544,512	)


Class C
Sold		1,609,596		$	44,219,293			2,046,959		$	48,009,904
Redeemed		(3,686,519	)		(100,717,191	)		(4,132,081	)		(96,412,254	)

Net decrease		(2,076,923	)	$	(56,497,898	)		(2,085,122	)	$	(48,402,350	)

36 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


	Year Ended October 31, 2011						Year Ended October 29, 2010
	Shares			Amount			Shares			Amount

Class N
Sold		1,564,348		$	48,313,982			2,294,777		$	60,041,213
Redeemed		(3,364,859	)		(104,278,514	)		(3,675,740	)		(96,032,929	)

Net decrease		(1,800,511	)	$	(55,964,532	)		(1,380,963	)	$	(35,991,716	)


Class Y
Sold		1,560,931		$	50,851,197			4,182,885		$	113,698,440
Redeemed		(1,663,636	)		(55,589,183	)		(3,895,357	)		(107,133,037	)

Net increase (decrease)		(102,705	)	$	(4,737,986	)		287,528		$	6,565,403

3. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended October 31, 2011, were as follows:


	Purchases		Sales

Investment securities	$	1,927,339,625	$	2,448,752,670

4. Fees and Other Transactions with Affiliates

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


Fee Schedule

Up to $400 million	0.80	%
Next $400 million	0.75
Next $1.2 billion	0.60
Next $4.0 billion	0.58
Over $6.0 billion	0.56

Administration Service Fees. The Fund pays the Manager a fee of $1,500 per year for preparing and filing the Fund’s tax returns.

37 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Fees and Other Transactions with Affiliates Continued


Class C	$	8,786,477
Class N		4,596,203

Class A

Class B

Class C

Class N

Class A

Contingent

Front-End

Deferred

Sales Charges

Retained by

Year Ended

Distributor

October 31, 2011

324,623

23,183

202,832

20,733

5,199

38 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for all classes to 0.35% of average annual net assets per class.

During the year ended October 31, 2011, OFS waived transfer and shareholder servicing agent fees as follows:


Class B	$	239,452
Class N		5,394
Class Y		968

Some of these undertakings may be modified or terminated at any time; some may not be modified or terminated until after one year from the date of the current prospectus, as indicated therein.

5. Pending Litigation

39 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Pending Litigation Continued

40 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

compensatory damages, costs and disbursements, including attorney fees. On July 15, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against the Manager, an affiliate of the Manager and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by the Manager’s affiliate, in connection with investments made by the plaintiffs in AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

41 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Quest for Value Funds:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Small- & Mid- Cap Value Fund (one of the portfolios constituting the Oppenheimer Quest for Value Funds), including the statement of investments, as of October 31, 2011, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Small- & Mid- Cap Value Fund as of October 31, 2011, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG llp

Denver, Colorado
December 16, 2011

42 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

FEDERAL INCOME TAX INFORMATION Unaudited

43 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited

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

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

44 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

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

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

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

45 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

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

46 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

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

Householding—Delivery of Shareholder Documents

47 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited


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

INDEPENDENT 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.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2001) Age: 68		Chairman (since August 2007) and Trustee (since August 1991) of the Board of Trustees of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Manager’s parent company) (since September 2004); Member of Zurich Financial Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999- September 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 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.

David K. Downes, Trustee (since 2005) Age: 71		Director of THL Credit Inc. (since June 2009); Independent Chairman GSK Employee Benefit Trust (since April 2006); Trustee of Employee Trusts (since January 2006); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Internet Capital Group (information technology company) (since October 2003); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965- 1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, 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.

48 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


Matthew P. Fink, Trustee (since 2009) Age: 70		Trustee of the Committee for Economic Development (policy research foundation) (since 2005); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, 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.

Phillip A. Griffiths, Trustee (since 2009) Age: 73		Fellow of the Carnegie Corporation (since 2007); Member of the National Academy of Sciences (since 1979); Council on Foreign Relations (since 2002); Foreign Associate of Third World Academy of Sciences (since 2002); Chair of Science Initiative Group (since 1999); Member of the American Philosophical Society (since 1996); Trustee of Woodward Academy (since 1983); Director of GSI Lumonics Inc. (precision technology products company) (2001-2010); Senior Advisor of The Andrew W. Mellon Foundation (2001-2010); Distinguished Presidential Fellow for International Affairs of the National Academy of Science (2002-2010); Director of the Institute for Advanced Study (1991-2004); Director of Bankers Trust New York Corporation (1994-1999); Provost at Duke University (1983-1991). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Griffiths has served on the Boards of certain Oppenheimer funds since June 1999, 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.

Mary F. Miller, Trustee (since 2009) Age: 68		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (since October 1998); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, 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.

Joel W. Motley, Trustee (since 2009) Age: 59		Board Member of Pulitzer center for Crisis Reporting (non-profit journalism) (since December 2010); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Chairman of the Investment Committee of the Episcopal Church of America, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 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.

49 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Mary Ann Tynan, Trustee (since 2009) Age: 66		Vice Chair of Board of Trustees of Brigham and Women’s/Faulkner Hospitals (non-profit hospital) (since 2000); Chair of Board of Directors of Faulkner Hospital (non-profit hospital) (since 1990); Member of Audit and Compliance Committee of Partners Health Care System (non-profit) (since 2004); Board of Trustees of Middlesex School (educational institution) (since 1994); Board of Directors of Idealswork, Inc. (financial services provider) (since 2003); Partner, Senior Vice President and Director of Regulatory Affairs of Wellington Management Company, LLP (global investment manager) (1976-2002); Vice President and Corporate Secretary, John Hancock Advisers, Inc. (mutual fund investment adviser) (1970-1976). Oversees 59 portfolios in the OppenheimerFunds complex. Ms. Tynan has served on the Boards of certain Oppenheimer funds since October 2008, 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.

Joseph M. Wikler, Trustee (since 2009) Age: 70		Director of C-TASC (bio-statistics services) (since 2007); formerly, Director of the following medical device companies: Medintec (1992-2011) and Cathco (1996-2011); Member of the Investment Committee of the Associated Jewish Charities of Baltimore (since 1994); Director of Lakes Environmental Association (environmental protection organization) (1996-2008); Director of Fortis/Hartford mutual funds (1994-December 2001). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wikler has served on the Boards of certain Oppenheimer funds since August 2005, 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.

Peter I. Wold, Trustee (since 2009) Age: 63		Director of Arch Coal, Inc. (since 2010); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (since 2004); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 59 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, 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 AND OFFICER		The address of Mr. Glavin is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008. Mr. Glavin serves as a Trustee for an indefinite term, or until his resignation, retirement, death or removal and as an Officer for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin is an Interested Trustee due to his positions with OppenheimerFunds, Inc. and its affiliates.

William F. Glavin, Jr., Trustee, President and Principal Executive Officer (since 2009) Age: 53		Chairman of the Manager (since December 2009); Chief Executive Officer and Director of the Manager (since January 2009); President of the Manager (since May 2009); Director of Oppenheimer Acquisition Corp. (“OAC”) (the Manager’s parent holding company) (since June 2009); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005- March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President

50 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND


William F. Glavin, Jr., Continued		(May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007- July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. Oversees 66 portfolios as a Trustee/Director and 96 portfolios as an officer in the OppenheimerFunds complex.

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

John Damian, Vice President (since 2001) Age: 43		Senior Vice President and Director of Value Equity Investments (since February 2007); Vice President of the Manager (September 2001-February 2007). Senior Analyst/Director for Citigroup Asset Management (November 1999- September 2001). A portfolio manager and officer of 2 portfolios in the OppenheimerFunds complex.

Arthur S. Gabinet, Secretary (since 2011) Age: 53		Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President 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; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private Investments, Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (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 96 portfolios in the OppenheimerFunds complex.

Christina M. Nasta, Vice President and Chief Business Officer (since 2011) Age: 38		Senior Vice President of the Manager (since July 2010); Vice President of the Manager (since January 2003); Vice President of OppenheimerFunds Distributor, Inc. (since January 2003). An officer of 96 portfolios in the OppenheimerFunds complex.

51 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Mark S. Vandehey, Vice President and Chief Compliance Officer (since 2004) Age: 61		Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (since June 1983). An officer of 96 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Age: 52		Senior Vice President of the Manager (since March 1999); Treasurer of the Manager and the following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer Partnership Holdings, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy Program (charitable trust program established by the Manager) (since June 2003); Treasurer and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager) (since May 2000); Assistant Treasurer of OAC (March 1999-June 2008). An officer of 96 portfolios in the OppenheimerFunds complex.

Robert G. Zack, Vice President (since 2011) Age: 63		Vice President, Secretary and General Counsel of OAC (since November 2001); Executive Vice President (since January 2004) and General Counsel (March 2002 - December 2010) of the Manager; Executive Vice President, General Counsel and Director of OFI Trust Company (since November 2001); General Counsel of the Distributor (December 2001-December 2010); General Counsel of Centennial Asset Management Corporation (December 2001-December 2010); Senior Vice President and General Counsel of HarbourView Asset Management Corporation (December 2001-December 2010); Assistant Secretary (September 1997- December 2010) and Director (November 2001-December 2010) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (December 2002-December 2010); Director of Oppenheimer Real Asset Management, Inc. (November 2001-December 2010); Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (December 2001-December 2010); Senior Vice President, General Counsel and Director of OFI Private Investments, Inc. (November 2001-December 2010); Vice President of OppenheimerFunds Legacy Program (June 2003-December 2010); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc. (November 2001-December 2010). An officer of 96 portfolios in the OppenheimerFunds complex.

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 1.800.525.7048.

52 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

OPPENHEIMER SMALL- & MID- CAP VALUE FUND


Manager		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG_LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

53 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

PRIVACY POLICY NOTICE

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

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

•		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

•		When you set up challenge questions to reset your password online

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

Right of Refusal

54 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

Internet Security and Encryption

•		All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-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.

•		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.

•		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

How You Can Help

Who We Are

55 | OPPENHEIMER SMALL– & MID– CAP VALUE FUND

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

(a)

Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $83,200 in fiscal 2011 and $70,900 in fiscal 2010.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $1,500 in fiscal 2011 and 2010.

The principal accountant for the audit of the registrant’s annual financial statements billed $215,103 in fiscal 2011 and $400,900 in fiscal 2010 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, attestation procedures and professional services for the capital accumulation plan and FIN 45.

(c)��Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $16,540 in fiscal 2011 and $48,113 in fiscal 2010.

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

Such services include: 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 during the last two fiscal years.

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

(e)

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

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

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

(2)

100%

(f)

Not applicable as less than 50%.

(g)

The principal accountant for the audit of the registrant’s annual financial statements billed $233,143 in fiscal 2011 and $450,513 in fiscal 2010 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

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

the advice and recommendation of the Funds’ investment manager and its affiliates in making the selection.

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

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

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

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

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

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

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

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

Before the Committee decides to nominate an individual as a trustee, Committee members and other directors customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit

information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving as a trustee of a registered investment company.

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 10/31/2011, 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 Quest for Value Funds


By:		/s/ William F. Glavin, Jr.
		William F. Glavin, Jr.
		Principal Executive Officer

Date:		12/12/2011

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/ William F. Glavin, Jr.
		William F. Glavin, Jr.
		Principal Executive Officer

Date:		12/12/2011

By:		/s/ Brian W. Wixted

		Brian W. Wixted
		Principal Financial Officer

Date:		12/12/2011

Oppenheimer Quest For Value Funds Inactive N-CSRCertified annual shareholder report (management investment company)