Oppenheimer Quest For Value Funds N-CSRS Certified semi-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: 4/30/2012

Item 1. Reports to Stockholders.

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries

Beverages	3.6	%
Software	3.2
Internet Software & Services	3.0
Oil, Gas & Consumable Fuels	2.9
Pharmaceuticals	2.6
Commercial Banks	2.5
Communications Equipment	2.3
Semiconductors & Semiconductor Equipment	2.2
Hotels, Restaurants & Leisure	2.2
Food & Staples Retailing	2.0

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on net assets.

Top Ten Common Stock Holdings

Apple, Inc.	1.0	%
Telefonaktiebolaget LM Ericsson, B Shares	0.9
eBay, Inc.	0.9
SAP AG	0.8
McDonald’s Corp.	0.7
Infosys Ltd.	0.7
Colgate-Palmolive Co.	0.7
Intuit, Inc.	0.6
QUALCOMM, Inc.	0.6
Fomento Economico Mexicano SA de CV, UBD	0.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on net assets. For more current Top 10 Fund Holdings, please visit oppenheimerfunds.com.

8 | OPPENHEIMER GLOBAL ALLOCATION FUND

* Represents a value of less than 0.05%.

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on the total market value of investments.

Top Ten Geographical Holdings

United States	59.2	%
United Kingdom	5.2
France	3.4
Germany	3.0
Japan	2.8
Brazil	2.7
India	2.6
Switzerland	2.6
Mexico	2.3
China	1.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on the total market value of investments.

Regional Allocation

United States/Canada	59.5	%
Europe	20.8
Asia	11.4
Latin America	5.7
Middle East/Africa	1.6
Emerging Europe	1.0

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on the total market value of investments.

9 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. 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.

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

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 managed by a sub-adviser, Oppenheimer Capital LLC, which is not affiliated with OppenheimerFunds, Inc.

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 shares 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 I shares of the Fund were first publicly offered on 2/28/12. Class I shares are only offered to eligible institutional investors that make a minimum initial investment of $5 million or more per account and to retirement plan service provider platforms. There is no sales charge for Class I shares.

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.

10 | 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 April 30, 2012.

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.

11 | OPPENHEIMER GLOBAL ALLOCATION FUND

FUND EXPENSES Continued

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
Actual	November 1, 2011		April 30, 2012		April 30, 20121,2
Class A	$	1,000.00	$	1,021.90	$	6.81
Class B		1,000.00		1,017.80		11.05
Class C		1,000.00		1,017.90		10.39
Class I		1,000.00		986.80		1.64
Class N		1,000.00		1,019.70		8.02
Class Y		1,000.00		1,023.90		4.94

Hypothetical
(5% return before expenses)
Class A	1,000.00	1,018.15	6.80
Class B	1,000.00	1,013.97	11.03
Class C	1,000.00	1,014.62	10.37
Class I	1,000.00	1,020.09	4.83
Class N	1,000.00	1,016.96	8.00
Class Y	1,000.00	1,019.99	4.93

1.

Actual expenses paid for Classes A, B, C, N and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 63/366 to reflect the period from February 28, 2012 (inception of offering) to April 30, 2012.

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended April 30, 2012 for Classes A, B, C, N and Y and for the period from February 28, 2012 (inception of offering) to April 30, 2012 for Class I are as follows:

Class	Expense Ratios
Class A		1.35	%
Class B		2.19
Class C		2.06
Class I		0.96
Class N		1.59
Class Y		0.98

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.

12 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS April 30, 2012 / Unaudited

	Shares		Value		��
Wholly-Owned Subsidiary—0.6%
Oppenheimer Global Allocation Fund (Cayman) Ltd.1,10 (Cost $11,703,770)		2,921	$	10,833,828
Common Stocks—65.7%
Consumer Discretionary—9.8%
Auto Components—0.1%
Dana Holding Corp.		23,686		346,289
Johnson Controls, Inc.		53,430		1,708,157
				2,054,446
Automobiles—0.6%
Bayerische Motoren Werke (BMW) AG		21,986		2,089,872
Bayerische Motoren Werke (BMW) AG, Preference		120,359		7,487,985
PT Astra International Tbk		313,500		2,414,187
				11,992,044
Distributors—0.1%
CFAO		45,980		1,982,935
Diversified Consumer Services—0.5%
Ambow Education Holding Ltd., ADR1		26,190		184,901
Benesse Holdings, Inc.		30,600		1,517,735
Dignity plc		96,598		1,316,861
Estacio Participacoes SA		128,800		1,607,508
Kroton Educacional SA1,2		118,661		1,743,046
Kroton Educacional SA1,2		12,019		6,539
Kroton Educacional SA1,2		2,110		3,874
MegaStudy Co. Ltd.		9,978		930,588
New Oriental Education & Technology Group, Inc., Sponsored ADR1		57,580		1,539,113
Zee Learn Ltd.1		87,984		33,978
				8,884,143
Hotels, Restaurants & Leisure—2.2%
Carnival Corp.		208,160		6,763,118
Ctrip.com International Ltd., ADR1		147,750		3,201,743
Domino’s Pizza UK & IRL plc		272,150		1,941,152
Gaylord Entertainment Co., Cl. A1		4,663		146,791
Genting Berhad		354,100		1,209,978
Genting Singapore plc1		1,130,000		1,574,152
Home Inns & Hotels Management, Inc., ADR1		44,860		1,065,874
Jollibee Foods Corp.		653,730		1,735,745

13 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Hotels, Restaurants & Leisure Continued
Lottomatica SpA1		86,154	$	1,594,304
McDonald’s Corp.3		138,875		13,533,369
William Hill plc		773,326		3,531,662
Yum! Brands, Inc.		59,030		4,293,252
				40,591,140
Household Durables—0.1%
SEB SA		17,580		1,401,122
Sony Corp.		43,600		706,757
				2,107,879
Internet & Catalog Retail—0.2%
Amazon.com, Inc.1		12,986		3,011,453
B2W Companhia Global do Varejo1		123,917		531,774
Yoox SpA1		64,150		917,084
				4,460,311
Leisure Equipment & Products—0.1%
Nintendo Co. Ltd.		13,500		1,828,917
Media—1.7%
Grupo Televisa SA, Sponsored GDR		351,590		7,724,432
McGraw-Hill Cos., Inc. (The)		98,620		4,849,145
SES, FDR		39,930		956,151
Time Warner Cable, Inc.		39,418		3,171,178
TV18 Broadcast Ltd.1		212,507		108,068
Walt Disney Co. (The)3		264,896		11,419,667
Zee Entertainment Enterprises Ltd.		1,830,159		4,386,131
				32,614,772
Multiline Retail—0.6%
Lojas Americanas SA, Preference		393,299		3,672,703
Pinault-Printemps-Redoute SA		33,080		5,532,600
Shinsegae Co. Ltd.		6,452		1,415,858
				10,621,161
Specialty Retail—1.7%
Abercrombie & Fitch Co., Cl. A		34,460		1,728,858
Bed Bath & Beyond, Inc.1		15,956		1,123,143
Hengdeli Holdings Ltd.		36,000		14,430
Hennes & Mauritz AB, Cl. B1		23,326		801,329
Industria de Diseno Textil SA		101,885		9,195,096

14 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Specialty Retail Continued
Kingfisher plc		298,030	$	1,405,072
Limited Brands, Inc.		42,160		2,095,352
O’Reilly Automotive, Inc.1		31,221		3,292,567
Tiffany & Co.3		148,823		10,188,423
TJX Cos., Inc. (The)		62,666		2,613,799
				32,458,069
Textiles, Apparel & Luxury Goods—1.9%
Burberry Group plc		102,216		2,463,416
Coach, Inc.		60,704		4,441,105
Compagnie Financiere Richemont SA, Cl. A		16,730		1,034,047
Luxottica Group SpA		47,379		1,689,925
LVMH Moet Hennessy Louis Vuitton SA		56,730		9,397,929
Nike, Inc., Cl. B		43,801		4,900,018
Prada SpA, Unsponsored ADR1		431,100		2,913,424
Ralph Lauren Corp.		22,613		3,895,542
Swatch Group AG (The), Cl. B		3,921		1,808,330
Tod’s SpA		36,550		4,209,157
				36,752,893
Consumer Staples—9.2%
Beverages—3.6%
Anadolu Efes Biracilik ve Malt Sanayii AS		136,219		1,919,670
Anheuser-Busch InBev NV		3,619		260,840
Anheuser-Busch InBev NV, Sponsored ADR		23,950		1,739,249
Brown-Forman Corp., Cl. B		43,660		3,770,041
C&C Group plc		515,229		2,584,124
Carlsberg AS, Cl. B		101,259		8,727,422
Coca-Cola Co. (The)3		87,540		6,681,053
Companhia de Bebidas das Americas, Sponsored ADR, Preference		164,000		6,884,720
Diageo plc		112,504		2,831,863
East African Breweries Ltd.		25,098		63,310
Fomento Economico Mexicano SA de CV, Sponsored ADR		87,280		7,092,373
Fomento Economico Mexicano SA de CV, UBD		1,439,769		11,693,056
Grupo Modelo SA de CV, Series C		307,119		2,170,307
Heineken NV		16,807		919,150
Nigerian Breweries plc		1,965,316		1,375,159
Pernod-Ricard SA		21,780		2,260,569
SABMiller plc		155,930		6,550,437
				67,523,343

15 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Food & Staples Retailing—2.0%
Almacenes Exito SA		129,922	$	2,101,009
Almacenes Exito SA, GDR4		132,800		2,128,412
BIM Birlesik Magazalar AS		53,368		2,225,882
Companhia Brasileira de Distribuicao Grupo Pao de Acucar,
Sponsored ADR		75,830		3,566,285
Costco Wholesale Corp.		67,357		5,938,867
Dairy Farm International Holdings Ltd.		93,228		966,774
E-Mart Co. Ltd.		25,967		6,147,303
Magnit		54,485		6,855,543
Magnit OJSC, Sponsored GDR		45,000		1,317,600
Shoppers Drug Mart Corp.		62,075		2,674,406
Sun Art Retail Group Ltd.1		32,000		42,482
Wal-Mart de Mexico SAB de CV, Series V		873,542		2,498,047
Woolworths Ltd.		35,224		952,040
Wumart Stores, Inc.		367,000		848,599
				38,263,249
Food Products—1.8%
Aryzta AG		52,554		2,646,084
Barry Callebaut AG		2,767		2,662,893
Mead Johnson Nutrition Co., Cl. A		16,860		1,442,542
Nestle SA		122,321		7,493,029
Nestle SA, Sponsored ADR		15,505		947,976
Tingyi Holding Corp. (Cayman Islands)		1,262,000		3,345,222
Unilever NV CVA		20,456		700,496
Unilever NV, NY Shares		28,211		969,048
Unilever plc		326,493		11,143,088
Want Want China Holdings Ltd.		2,542,000		3,119,079
				34,469,457
Household Products—1.0%
Colgate-Palmolive Co.3		131,966		13,056,716
Hindustan Unilever Ltd.		244,469		1,937,196
Reckitt Benckiser Group plc		35,792		2,083,578
Unilever Indonesia Tbk		870,500		1,880,140
				18,957,630
Personal Products—0.5%
Colgate-Palmolive (India) Ltd.		83,171		1,750,142
Dabur India Ltd.		365,790		776,349

16 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares			Value
Personal Products Continued
Estee Lauder Cos., Inc. (The), Cl. A		21,410		$	1,399,144
L’Oreal SA		6,830			821,723
Marico Ltd.		366,468			1,225,977
Natura Cosmeticos SA		128,900			2,912,532
					8,885,867
Tobacco—0.3%
Eastern Tobacco Co.		11,957			179,931
Philip Morris International, Inc.		55,903			5,003,878
					5,183,809
Energy—4.8%
Energy Equipment & Services—1.9%
Cameron International Corp.1		35,240			1,806,050
Ensco plc, Sponsored ADR		64,240			3,510,716
Eurasia Drilling Co. Ltd., GDR		49,090			1,399,065
National Oilwell Varco, Inc.		52,200			3,954,672
Saipem SpA		27,168			1,342,109
Schlumberger Ltd.		82,781			6,137,383
Schoeller-Bleckmann Oilfield Equipment AG		11,677			1,039,007
Technip SA		85,950			9,753,742
Tenaris SA, ADR		85,780			3,361,718
Transocean Ltd.		77,560			3,908,248
					36,212,710
Oil, Gas & Consumable Fuels—2.9%
Apache Corp.		28,630			2,746,762
BG Group plc		201,610			4,745,940
Cairn Energy plc		85,677			478,038
Chevron Corp.		49,972			5,325,016
China Shenhua Energy Co. Ltd.1		661,500			2,937,196
CNOOC Ltd.		1,286,000			2,725,316
ConocoPhillips		23,253			1,665,612
Exxon Mobil Corp.		27,783			2,398,784
Galp Energia SGPS SA, Cl. B		73,376	��		1,154,847
Noble Energy, Inc.		21,550			2,140,346
NovaTek OAO, Sponsored GDR2,4		10,700			1,359,970
NovaTek OAO, Sponsored GDR2		36,800			4,677,280
Occidental Petroleum Corp.		67,736			6,178,878
Petroleo Brasileiro SA, Sponsored ADR		128,100			2,838,696

17 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Oil, Gas & Consumable Fuels Continued
Royal Dutch Shell plc, ADR		47,370	$	3,388,850
Total SA		92,210		4,402,635
Tsakos Energy Navigation Ltd.		20,450		129,858
Tullow Oil plc		216,730		5,395,563
YPF SA, Sponsored ADR		33,500		488,430
				55,178,017
Financials—7.5%
Capital Markets—1.4%
BinckBank NV		134,598		1,273,894
Credit Suisse Group AG		186,794		4,380,124
Egyptian Financial Group-Hermes Holding SAE1		267,892		600,904
Goldman Sachs Group, Inc. (The)		55,975		6,445,521
ICAP plc		484,360		2,984,704
Invesco Ltd.		92,630		2,300,929
T. Rowe Price Group, Inc.		29,416		1,856,591
Tullett Prebon plc		246,470		1,373,989
UBS AG1		420,944		5,254,554
				26,471,210
Commercial Banks—2.5%
Akbank TAS		262,450		974,334
Banco Bilbao Vizcaya Argentaria SA		531,697		3,593,632
Banco Davivienda SA, Preference		98,078		1,133,052
Banco Santander Chile SA		10,207,691		806,978
Bancolombia SA, Sponsored ADR		22,510		1,526,853
Brunello Cucinelli SpA1		21,450		340,720
Commercial International Bank		265,369		1,123,327
Credicorp Ltd.		12,810		1,676,957
Grupo Financiero Inbursa SA de CV		625,575		1,375,925
Guaranty Trust Bank plc		2,180,011		221,950
HDFC Bank Ltd., ADR		117,390		4,029,999
ICICI Bank Ltd., Sponsored ADR		227,810		7,720,481
Itau Unibanco Holding SA, ADR, Preference		197,250		3,094,853
Siam Commercial Bank Public Co. Ltd.		434,300		2,181,554
Societe Generale SA, Cl. A		65,510		1,548,737
Standard Bank Group Ltd.		104,159		1,537,593
Standard Chartered plc		50,777		1,241,036
Sumitomo Mitsui Financial Group, Inc.		101,500		3,255,898

18 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares			Value
Commercial Banks Continued
Turkiye Garanti Bankasi AS1		377,517		$	1,388,618
U.S. Bancorp		123,968			3,988,051
Wells Fargo & Co.		131,584			4,398,853
Zenith Bank plc		2,029,130			182,602
					47,342,003
Consumer Finance—0.3%
American Express Co.		93,336			5,619,761
Diversified Financial Services—1.0%
BM&F BOVESPA SA		1,563,900			8,737,788
Haci Omer Sabanci Holding AS		913,881			3,798,623
Hong Kong Exchanges & Clearing Ltd.		143,600			2,287,559
JPMorgan Chase & Co.		99,732			4,286,481
					19,110,451
Insurance—1.5%			��
AIA Group Ltd.		835,800			2,958,824
Allianz SE		49,758			5,544,474
Chubb Corp.		35,328			2,581,417
Dai-ichi Life Insurance Co.		3,316			4,144,386
Fidelity National Financial, Inc., Cl. A		110,600			2,131,262
Marsh & McLennan Cos., Inc.		61,000			2,040,450
Prudential Financial, Inc.		38,980			2,359,849
Prudential plc		538,922			6,598,991
					28,359,653
Real Estate Management & Development—0.5%
DLF Ltd.		478,484			1,690,481
Hang Lung Group Ltd.		228,500			1,429,152
Hang Lung Properties Ltd.		594,570			2,191,340
Medinet Nasr for Housing & Development Co.1		19,888			55,335
SM Prime Holdings, Inc.		11,807,683			4,670,495
					10,036,803
Thrifts & Mortgage Finance—0.3%
Housing Development Finance Corp. Ltd.		372,502			4,761,240
Health Care—5.7%
Biotechnology—1.2%
Alexion Pharmaceuticals, Inc.1		10,660			962,811
Amgen, Inc.		54,850			3,900,384
Amylin Pharmaceuticals, Inc.1,3		171,920			4,454,447

19 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Biotechnology Continued
CSL Ltd.		75,600	$	2,887,757
Gilead Sciences, Inc.1		46,170		2,401,302
Grifols SA1		129,704		3,266,379
Grifols SA, Cl. B1		11,665		217,717
Theravance, Inc.1		92,300		1,997,372
ThromboGenics NV1		20,156		634,728
Vertex Pharmaceuticals, Inc.1		47,030		1,809,714
				22,532,611
Health Care Equipment & Supplies—1.0%
Baxter International, Inc.3		90,639		5,022,307
Covidien plc		46,703		2,579,407
DiaSorin SpA		16,588		437,173
Essilor International SA		20,120		1,772,145
Smith & Nephew plc		60,216		592,700
Sonova Holding AG		12,271		1,354,657
Straumann Holding AG		2,096		347,775
William Demant Holding AS1		16,584		1,565,391
Zimmer Holdings, Inc.		81,570		5,133,200
				18,804,755
Health Care Providers & Services—0.8%
Aetna, Inc.		129,710		5,712,428
Sonic Healthcare Ltd.		177,100		2,326,913
WellPoint, Inc.3		101,680		6,895,938
				14,935,279
Life Sciences Tools & Services—0.1%
Mettler-Toledo International, Inc.1		8,337		1,494,991
Pharmaceuticals—2.6%
Allergan, Inc.3		78,119		7,499,424
Bayer AG		68,729		4,840,852
Bristol-Myers Squibb Co.3		209,557		6,992,917
BTG plc1		101,730		627,207
Cipla Ltd.		152,084		900,383
Johnson & Johnson		29,177		1,899,131
Mitsubishi Tanabe Pharma Corp.		127,500		1,767,903
Novo Nordisk AS, Cl. B		21,376		3,153,038
Novo Nordisk AS, Sponsored ADR		20,674		3,039,491
Perrigo Co.		17,580		1,844,142

20 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Pharmaceuticals Continued
Pfizer, Inc.		189,884	$	4,354,040
PT Kalbe Farma Tbk		1,064,000		465,981
Roche Holding AG		61,016		11,145,728
Sun Pharmaceutical Industries Ltd.		145,264		1,662,405
				50,192,642
Industrials—8.9%
Aerospace & Defense—1.8%
Embraer SA		253,200		2,174,479
Embraer SA, ADR		214,470		7,429,241
European Aeronautic Defense & Space Co.		257,630		10,171,041
General Dynamics Corp.		33,010		2,228,175
Honeywell International, Inc.		48,600		2,948,076
Precision Castparts Corp.		13,040		2,299,865
United Technologies Corp.		75,202		6,139,491
				33,390,368
Air Freight & Logistics—0.3%
United Parcel Service, Inc., Cl. B		73,541		5,746,494
Building Products—0.4%
Assa Abloy AB, Cl. B		232,356		6,772,282
Commercial Services & Supplies—0.4%
Aggreko plc		55,699		2,034,770
De La Rue plc		64,670		1,023,817
Edenred		58,090		1,855,441
Mulitplus SA		10,400		226,316
Prosegur Compania de Seguridad SA		44,698		2,552,447
				7,692,791
Construction & Engineering—0.4%
FLSmidth & Co. AS		34,209		2,404,284
Koninklijke Boskalis Westminster NV		51,658		1,884,540
Leighton Holdings Ltd.		57,000		1,216,216
Outotec OYJ		39,207		2,107,066
Trevi Finanziaria Industriale SpA		147,901		832,440
				8,444,546
Electrical Equipment—1.1%
ABB Ltd.		91,345		1,664,569
Alstom		27,880		995,688
Ceres Power Holdings plc1		793,283		81,751

21 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Electrical Equipment Continued
Emerson Electric Co.		110,268	$	5,793,481
Legrand SA		60,370		2,037,745
Nidec Corp.		77,900		6,990,009
Prysmian SpA		107,285		1,746,758
Schneider Electric SA1		25,870		1,589,266
				20,899,267
Industrial Conglomerates—1.5%
3M Co.		60,980		5,449,173
Danaher Corp.		52,180		2,829,200
Enka Insaat ve Sanayi AS		736,705		2,307,119
General Electric Co.		116,252		2,276,214
Siemens AG		122,728		11,366,953
SM Investments Corp.		130,159		2,154,930
Tyco International Ltd.		35,822		2,010,689
				28,394,278
Machinery—1.6%
Aalberts Industries NV		217,986		4,185,380
Atlas Copco AB, Cl. A		58,918		1,402,538
Caterpillar, Inc.		53,835		5,532,623
Cummins, Inc.		25,897		2,999,650
Deere & Co.		38,475		3,168,801
Fanuc Ltd.		25,700		4,374,537
Joy Global, Inc.		29,554		2,091,537
Parker-Hannifin Corp.		32,666		2,864,482
Shanghai Zhenhua Port Machinery Co. Ltd., B Shares1		557,220		255,207
Vallourec SA		38,130		2,292,968
Weir Group plc (The)		59,970		1,659,399
				30,827,122
Professional Services—0.3%
Experian plc		345,027		5,445,467
Road & Rail—0.4%
All America Latina Logistica		200,400		907,301
Hunt (J.B.) Transport Services, Inc.		9,800		542,234
Union Pacific Corp.		47,171		5,303,907
				6,753,442

22 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Trading Companies & Distributors—0.5%
Brenntag AG		22,787	$	2,838,346
Bunzl plc		258,539		4,292,340
Wolseley plc		60,590		2,303,911
				9,434,597
Transportation Infrastructure—0.2%
DP World Ltd.		202,620		2,301,827
Koninklijke Vopak NV		23,942		1,543,239
				3,845,066
Information Technology—15.4%
Communications Equipment—2.3%
Cisco Systems, Inc.		228,500		4,604,275
High Tech Computer Corp.		233,600		3,510,171
Juniper Networks, Inc.1		270,899		5,805,366
QUALCOMM, Inc.3		185,274		11,827,892
Telefonaktiebolaget LM Ericsson, B Shares1		1,768,886		17,527,533
				43,275,237
Computers & Peripherals—1.2%
Apple, Inc.1,3		32,223		18,825,966
Fusion-io, Inc.1		46,880		1,202,472
Gemalto NV		34,650		2,581,802
SanDisk Corp.1		14,600		540,346
				23,150,586
Electronic Equipment & Instruments—1.8%
Canon, Inc.		39,700		1,797,556
Corning, Inc.3		591,199		8,483,706
Hoya Corp.		235,900		5,436,573
Ibiden Co. Ltd.		19,400		395,963
Keyence Corp.		24,450		5,762,541
Kyocera Corp.		26,600		2,593,781
Murata Manufacturing Co. Ltd.		84,900		4,844,869
Omron Corp.		25,400		538,551
Phoenix Mecano AG		2,464		1,490,372
Synnex Technology International Corp.		851,000		1,995,772
				33,339,684
Internet Software & Services—3.0%
Baidu, Inc., ADR1		38,790		5,147,433
eAccess Ltd.		1,219		245,357

23 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Internet Software & Services Continued
eBay, Inc.1,3		396,357	$	16,270,455
Google, Inc., Cl. A1,3		18,769		11,359,562
Mail.ru Group Ltd., GDR1		7,400		320,050
Netease.com, Inc., ADR1		13,050		787,176
NHN Corp.		43,995		9,965,906
Telecity Group plc1		188,860		2,473,466
Tencent Holdings Ltd.		164,800		5,158,090
United Internet AG		79,086		1,564,007
Yandex NV, Cl. A1		94,060		2,231,103
Youku, Inc., Sponsored ADR1		14,410		346,416
				55,869,021
IT Services—1.7%
Accenture plc, Cl. A		33,859		2,199,142
Automatic Data Processing, Inc.		43,300		2,408,346
Infosys Ltd.		286,179		13,370,044
International Business Machines Corp.		32,883		6,809,412
Tata Consultancy Services Ltd.		131,415		3,098,178
Teradata Corp.1		22,240		1,551,907
Visa, Inc., Cl. A		27,988		3,441,964
				32,878,993
Semiconductors & Semiconductor Equipment—2.2%
Altera Corp.		212,850		7,571,075
Analog Devices, Inc.		49,570		1,932,239
ARM Holdings plc		182,610		1,546,667
Broadcom Corp., Cl. A		132,516		4,850,086
Epistar Corp.		623,000		1,499,564
Intel Corp.		54,625		1,551,350
Maxim Integrated Products, Inc.		226,290		6,693,658
Taiwan Semiconductor Manufacturing Co. Ltd.		2,640,000		7,799,312
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		271,142		4,224,392
Texas Instruments, Inc.		129,158		4,125,307
				41,793,650
Software—3.2%
Adobe Systems, Inc.1		155,550		5,220,258
Aveva Group plc		33,600		908,462
Compugroup Medical AG		30,741		473,245

24 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Software Continued
Dassault Systemes SA		30,020	$	2,913,545
Intuit, Inc.3		209,606		12,150,860
Microsoft Corp.3		350,231		11,214,397
Oracle Corp.3		186,889		5,492,668
Sage Group plc (The)		329,170		1,528,377
Salesforce.com, Inc.1		1,380		214,907
SAP AG		223,142		14,795,201
Temenos Group AG1		151,712		2,841,518
Vmware, Inc., Cl. A1		21,865		2,442,758
				60,196,196
Materials—2.4%
Chemicals—1.2%
Asian Paints Ltd.		21,092		1,411,523
Ecolab, Inc.		64,113		4,083,357
Filtrona plc		430,085		3,241,447
Linde AG		19,249		3,294,543
LyondellBasell Industries NV, Cl. A		3,562		148,820
Monsanto Co.		42,801		3,260,580
Mosaic Co. (The)		16,150		853,043
Orica Ltd.		36,200		1,008,559
Praxair, Inc.		35,642		4,123,779
Sika AG		571		1,209,754
				22,635,405
Construction Materials—0.2%
James Hardie Industries SE, CDI		352,300		2,749,419
Metals & Mining—1.0%
Anglo American Platinum Ltd.		35,360		2,292,633
Anglo American plc		92,787		3,565,835
Freeport-McMoRan Copper & Gold, Inc., Cl. B		19,190		734,977
Iluka Resources Ltd.		150,000		2,647,407
Impala Platinum Holdings Ltd.		210,400		4,095,212
Real Gold Mining Ltd.		273,000		93,526
Rio Tinto plc		32,264		1,797,302
Vale SA, Sponsored ADR, Preference		204,600		4,425,498
				19,652,390
Paper & Forest Products—0.0%
AbitibiBowater, Inc.1		5,078		67,284

25 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Telecommunication Services—1.7%
Diversified Telecommunication Services—0.6%
AT&T, Inc.		70,228	$	2,311,203
BT Group plc		1,707,545		5,841,645
Inmarsat plc		182,460		1,302,313
Verizon Communications, Inc.		23,283		940,168
				10,395,329
Wireless Telecommunication Services—1.1%
America Movil SAB de CV, ADR, Series L3		422,030		11,247,100
KDDI Corp.		746		4,880,394
MTN Group Ltd.		218,489		3,819,521
Philippine Long Distance Telephone Co.		18,770		1,150,563
				21,097,578
Utilities—0.3%
Electric Utilities—0.2%
Fortum OYJ		124,215		2,671,874
NextEra Energy, Inc.		31,757		2,043,563
				4,715,437
Multi-Utilities—0.1%
Xcel Energy, Inc.		35,500		960,630
Total Common Stocks (Cost $1,158,617,248)				1,241,106,750
Preferred Stocks—0.0%
Ally Financial, Inc., 7% Cum., Series G, Non-Vtg. (Cost $433,736)		473		401,488

	Units
Rights, Warrants and Certificates—0.0%
Duluth Metals Ltd. Wts., Strike Price $0.001, Exp. 1/18/131 (Cost $1,767)		13,972	—

	Principal
	Amount
Mortgage-Backed Obligations—0.0%
Wells Fargo Alternative Loan 2007-PA5 Trust, Mtg. Asset-Backed Pass- Through Certificates, Series 2007-PA5, Cl. 1A1, 6.25%, 11/1/37 (Cost $470,600)	$	544,041	497,405
Non-Convertible Corporate Bonds and Notes—7.6%
Accellent, Inc., 10% Sr. Unsec. Sub. Nts., 11/1/17		450,000	370,125
Actuant Corp., 5.625% Sr. Unsec. Unsub. Nts., 6/15/224		465,000	479,531
Advanced Micro Devices, Inc., 7.75% Sr. Unsec. Nts., 8/1/20		1,400,000	1,550,500
AES Corp. (The):
7.375% Sr. Unsec. Nts., 7/1/214		205,000	229,088
8% Sr. Unsec. Unsub. Nts., 10/15/17		430,000	492,350

26 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Affinion Group Holdings, Inc., 11.625% Sr. Unsec. Nts., 11/15/15	$	470,000	$	399,500
Affinion Group, Inc., 7.875% Sr. Unsec. Nts., 12/15/18		1,045,000		916,988
Ainsworth Lumber Co. Ltd., 11% Sr. Unsec. Unsub. Nts., 7/29/154,5		1,007,597		811,116
AK Steel Corp., 7.625% Sr. Unsec. Unsub. Nts., 5/15/20		400,000		386,000
Alere, Inc.:
7.875% Sr. Unsec. Unsub. Nts., 2/1/16		450,000		470,813
8.625% Sr. Unsec. Sub. Nts., 10/1/18		450,000		468,000
Aleris International, Inc., 7.625% Sr. Unsec. Nts., 2/15/18		985,000		1,031,788
Allison Transmission, Inc., 7.125% Sr. Unsec. Nts., 5/15/194		145,000		152,613
Ally Financial, Inc., 8% Sr. Unsec. Unsub. Nts., 3/15/20		700,000		803,618
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/156		390,000		373,425
AMC Entertainment, Inc., 8.75% Sr. Unsec. Nts., 6/1/19		370,000		396,363
American Airlines 2011-2 Class A Pass-Through Trust, 8.625% Sec. Certificates, 4/15/23		1,077,231		1,136,478
American Seafoods Group LLC, 10.75% Sr. Sub. Nts., 5/15/164		320,000		291,200
AmeriGas Finance LLC/AmeriGas Finance Corp., 6.75% Sr. Unsec. Nts., 5/20/20		780,000		799,500
AMGH Merger Sub, Inc., 9.25% Sr. Sec. Nts., 11/1/184		265,000		274,275
Amkor Technologies, Inc., 6.625% Sr. Unsec. Nts., 6/1/21		770,000		793,100
Anixter, Inc., 5.625% Sr. Unsec. Nts., 5/1/19		290,000		297,975
Antero Resources Finance Corp., 9.375% Sr. Unsec. Nts., 12/1/17		805,000		883,488
Appleton Papers, Inc., 10.50% Sr. Sec. Nts., 6/15/154		1,500,000		1,575,000
Associated Materials LLC, 9.125% Sr. Sec. Nts., 11/1/174		400,000		362,000
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp., 8.75% Sr. Unsec. Sub. Nts., 6/15/18		640,000		692,800
ATP Oil & Gas Corp., 11.875% Sr. Sec. Nts., 5/1/15		210,000		162,750
Avaya, Inc., 7% Sr. Sec. Nts., 4/1/194		770,000		773,850
BE Aerospace, Inc., 6.875% Sr. Nts., 10/1/20		325,000		361,563
Beazer Homes USA, Inc.:
6.875% Sr. Unsec. Nts., 7/15/15		440,000		404,800
9.125% Sr. Unsec. Nts., 5/15/19		395,000		332,788
Berry Plastics Corp., 9.75% Sec. Nts., 1/15/21		740,000		812,150
Bill Barrett Corp., 7.625% Sr. Unsec. Unsub. Nts., 10/1/19		305,000		309,575
Boyd Gaming Corp., 9.125% Sr. Unsec. Nts., 12/1/18		735,000		775,425
Breitburn Energy Partners LP/Breitburn Finance Corp., 8.625% Sr. Unsec. Nts., 10/15/20		900,000		963,000
Building Materials Corp. of America, 6.75% Sr. Nts., 5/1/214		225,000		234,844
Bumble Bee Acquisition Corp., 9% Sr. Sec. Nts., 12/15/174		650,000		664,625
Burger King Corp., 9.875% Sr. Unsec. Unsub. Nts., 10/15/18		340,000		388,025

27 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Burlington Coat Factory Warehouse Corp., 10% Sr. Unsec. Nts., 2/15/19	$	195,000	$	209,625
Calpine Corp.:
7.50% Sr. Sec. Nts., 2/15/214		530,000		569,750
7.875% Sr. Sec. Nts., 1/15/234		215,000		232,738
Catalent Pharma Solutions, Inc., 9.50% Sr. Unsec. Nts., 4/15/155		228,058		236,040
Catalyst Paper Corp., 11% Sr. Sec. Nts., 12/15/164,7		560,000		302,400
CDW LLC/CDW Finance Corp., 12.535% Sr. Unsec. Sub. Nts., 10/12/17		685,000		750,075
Central Garden & Pet Co., 8.25% Sr. Sub. Nts., 3/1/18		50,000		51,813
Cequel Communications Holdings I LLC, 8.625% Sr. Unsec. Nts., 11/15/174		700,000		759,500
Ceridian Corp., 11.25% Sr. Unsec. Nts., 11/15/15		785,000		751,638
Chaparral Energy, Inc., 9.875% Sr. Unsec. Nts., 10/1/20		700,000		789,250
Chesapeake Midstream Partners LP/CHKM Finance Corp., 6.125% Sr. Unsec. Unsub. Nts., 7/15/22		775,000		749,813
Chester Downs & Marina LLC, 9.25% Sr. Sec. Nts., 1/15/204		375,000		395,625
Chiron Merger Sub, Inc., 10.50% Sec. Nts., 11/1/184		460,000		476,675
Cimarex Energy Co., 5.875% Sr. Unsec. Unsub. Nts., 5/1/22		1,175,000		1,219,063
Cincinnati Bell, Inc.:
8.25% Sr. Nts., 10/15/17		535,000		556,400
8.75% Sr. Unsec. Sub. Nts., 3/15/18		765,000		721,013
CIT Group, Inc., 7% Sec. Bonds, 5/2/176		1,515,000		1,520,681
CKE Restaurants, Inc., 11.375% Sec. Nts., 7/15/18		335,000		387,763
Clear Channel Communications, Inc., 5.75% Sr. Unsec. Unsub. Nts., 1/15/13		1,270,000		1,266,825
Cleaver-Brooks, Inc., 12.25% Sr. Sec. Nts., 5/1/164		485,000		517,131
Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp., 8.50% Sr. Unsec. Unsub. Nts., 12/15/19		150,000		153,375
CNH Capital LLC, 6.25% Sr. Unsec. Nts., 11/1/164		180,000		192,825
Commercial Vehical Group, Inc., 7.875% Sec. Nts., 4/15/19		400,000		402,000
Continental Resources, Inc., 5% Sr. Unsec. Nts., 9/15/224		470,000		477,638
Cricket Communications, Inc., 7.75% Sr. Unsec. Nts., 10/15/20		965,000		908,306
CSC Holdings LLC, 6.75% Sr. Unsec. Nts., 11/15/214		715,000		745,388
Cumulus Media Holdings, Inc., 7.75% Sr. Unsec. Unsub. Nts., 5/1/19		480,000		456,600
Dean Foods Co., 9.75% Sr. Unsec. Unsub. Nts., 12/15/18		400,000		448,250
Delta Air Lines, Inc., 12.25% Sr. Sec. Nts., 3/15/154		525,000		573,563
DineEquity, Inc., 9.50% Sr. Unsec. Unsub. Nts., 10/30/18		400,000		444,000
DISH DBS Corp., 7.875% Sr. Unsec. Nts., 9/1/19		680,000		790,500
DJO Finance LLC/DJO Finance Corp., 10.875% Sr. Unsec. Nts., 11/15/14		185,000		189,625
DuPont Fabros Technology LP, 8.50% Sr. Unsec. Nts., 12/15/17		340,000		376,550
DynCorp International, Inc., 10.375% Sr. Unsec. Nts., 7/1/17		1,485,000		1,280,813
Edgen Murray Corp., 12.25% Sr. Sec. Nts., 1/15/15		485,000		516,525

28 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Energy Future Holdings Corp., 10% Sr. Sec. Nts., 1/15/20	$	775,000	$	847,656
Energy Future Intermediate Holding Co. LLC, 10% Sr. Sec. Nts., 12/1/20		710,000		787,213
Entravision Communications Corp., 8.75% Sr. Sec. Nts., 8/1/17		785,000		832,100
Equinox Holdings, Inc., 9.50% Sr. Sec. Nts., 2/1/164		260,000		280,475
FelCor Escrow Holdings LLC, 6.75% Sr. Sec. Nts., 6/1/19		790,000		801,850
Ferrellgas LP/Ferrellgas Finance Corp., 6.50% Sr. Unsec. Nts., 5/1/21		300,000		275,250
Ferro Corp., 7.875% Sr. Unsec. Nts., 8/15/18		410,000		422,300
FGI Operating Co. LLC/FGI Finance, Inc., 7.875% Sr. Sec. Nts., 5/1/204		765,000		789,863
First Data Corp.:
8.875% Sr. Sec. Nts., 8/15/204		700,000		764,750
12.625% Sr. Unsec. Nts., 1/15/21		800,000		806,000
First Wind Capital LLC, 10.25% Sr. Sec. Nts., 6/1/184		140,000		139,300
Forbes Energy Services Ltd., 9% Sr. Unsec. Nts., 6/15/19		650,000		633,750
Foresight Energy LLC, 9.625% Sr. Unsec. Nts., 8/15/174		220,000		228,800
Freescale Semiconductor, Inc.:
9.25% Sr. Sec. Nts., 4/15/184		700,000		770,875
10.75% Sr. Unsec. Nts., 8/1/20		712,000		793,880
Fresenius Medical Care US Finance II, Inc.:
5.625% Sr. Unsec. Nts., 7/31/194		290,000		295,800
5.875% Sr. Unsec. Nts., 1/31/224		145,000		147,719
Frontier Communications Corp.:
8.25% Sr. Unsec. Nts., 4/15/17		375,000		405,938
8.50% Sr. Unsec. Nts., 4/15/20		250,000		261,250
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Unsub. Nts., 9/1/18		465,000		435,938
Global Geophysical Services, Inc., 10.50% Sr. Unsec. Nts., 5/1/17		590,000		588,525
Goodyear Tire & Rubber Co. (The), 8.25% Sr. Unsec. Unsub. Nts., 8/15/20		720,000		765,000
Gray Television, Inc., 10.50% Sr. Sec. Nts., 6/29/15		710,000		749,050
Grifols SA, 8.25% Sr. Sec. Nts., 2/1/18		305,000		328,256
Harrah’s Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18		3,720,000		2,822,550
HealthSouth Corp., 8.125% Sr. Unsec. Unsub. Nts., 2/15/20		730,000		799,350
Hercules Offshore, Inc., 7.125% Sr. Sec. Nts., 4/1/174		390,000		390,488
Hertz Corp. (The):
6.75% Sr. Unsec. Nts., 4/15/194		500,000		524,375
7.50% Sr. Unsec. Nts., 10/15/18		565,000		608,788
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance ULC:
8.875% Sr. Sec. Nts., 2/1/18		350,000		368,375
9% Sec. Nts., 11/15/20		395,000		378,213
HOA Restaurants Group LLC/HOA Finance Corp., 11.25% Sr. Sec. Nts., 4/1/174		885,000		869,513
Hornbeck Offshore Services, Inc., 5.875% Sr. Unsec. Nts., 4/1/204		785,000		786,963
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Unsub. Nts., 3/15/21		1,130,000		1,202,038

29 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Ineos Finance plc, 8.375% Sr. Sec. Bonds, 2/15/194	$	1,000,000	$	1,075,000
Intelsat Bermuda Ltd., 11.25% Sr. Unsec. Nts., 2/4/17		725,000		754,000
Intelsat Jackson Holdings SA, 7.25% Sr. Unsec. Nts., 10/15/20		400,000		419,000
International Lease Finance Corp.:
8.625% Sr. Unsec. Unsub. Nts., 9/15/15		490,000		544,513
8.75% Sr. Unsec. Unsub. Nts., 3/15/17		905,000		1,018,125
Isle of Capri Casinos, Inc., 7.75% Sr. Unsec. Unsub. Nts., 3/15/19		795,000		822,825
ITC DeltaCom, Inc., 10.50% Sr. Sec. Nts., 4/1/16		1,425,000		1,531,875
J. Crew Group, Inc., 8.125% Sr. Unsec. Nts., 3/1/19		385,000		400,400
Jaguar Holding Co./Jaguar Merger Sub, Inc., 9.50% Sr. Unsec. Nts., 12/1/194		320,000		352,000
Jaguar Land Rover plc, 7.75% Sr. Unsec. Bonds, 5/15/184		205,000		214,738
James River Coal Co., 7.875% Sr. Unsec. Unsub. Nts., 4/1/19		540,000		353,700
Jarden Corp., 6.125% Sr. Unsec. Nts., 11/15/22		90,000		94,950
Kabel BW Erste Beteiligungs GmbH/Kabel Baden-Wurttemberg GmbH & Co. KG, 7.50% Sr. Sec. Nts., 3/15/194		605,000		648,863
Kindred Healthcare, Inc., 8.25% Sr. Unsec. Nts., 6/1/19		935,000		829,813
Kratos Defense & Security Solutions, Inc., 10% Sr. Sec. Nts., 6/1/17		430,000		464,400
Lamar Media Corp., 5.875% Sr. Sub. Nts., 2/1/224		315,000		325,238
Landry’s, Inc., 9.375% Sr. Unsec. Nts., 5/1/204		765,000		783,169
Lawson Software, Inc., 9.375% Sr. Nts., 4/1/194		145,000		152,250
Level 3 Financing, Inc., 9.375% Sr. Unsec. Unsub. Nts., 4/1/19		715,000		782,925
Levi Strauss & Co., 7.625% Sr. Unsec. Unsub. Nts., 5/15/20		370,000		399,138
Limited Brands, Inc., 5.625% Sr. Nts., 2/15/22		780,000		788,775
Linn Energy LLC/Linn Energy Finance Corp., 8.625% Sr. Unsec. Nts., 4/15/20		1,355,000		1,487,113
LyondellBasell Industries NV, 6% Sr. Nts., 11/15/214		640,000		694,400
Manitowoc Co., Inc. (The), 8.50% Sr. Unsec. Nts., 11/1/20		1,050,000		1,170,750
Marquette Transportation Co./Marquette Transportation
Finance Corp., 10.875% Sec. Nts., 1/15/17		1,105,000		1,176,825
Mattel, Inc., 5.625% Sr. Unsec. Nts., 3/15/13		147,000		153,213
MedAssets, Inc., 8% Sr. Unsec. Nts., 11/15/18		105,000		110,250
MEG Energy Corp., 6.50% Sr. Unsec. Nts., 3/15/214		915,000		967,613
Mercer International, Inc., 9.50% Sr. Unsec. Nts., 12/1/17		665,000		691,600
MetroPCS Wireless, Inc., 6.625% Sr. Unsec. Nts., 11/15/20		750,000		723,750
MGM Mirage, Inc., 6.625% Sr. Unsec. Nts., 7/15/15		1,330,000		1,389,850
Michaels Stores, Inc., 7.75% Sr. Unsec. Nts., 11/1/18		25,000		26,438
Momentive Performance Materials, Inc., 9% Sec. Nts., 1/15/21		830,000		722,100
Monitronics International, Inc., 9.125% Sr. Nts., 4/1/204		390,000		391,950
Multiplan, Inc., 9.875% Sr. Nts., 9/1/184		105,000		114,450

30 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/154	$	500,000	$	477,500
Mylan, Inc.:
6% Sr. Nts., 11/15/184		280,000		295,400
7.875% Sr. Unsec. Nts., 7/15/204		700,000		787,500
Nationstar Mortgage/Nationstar Capital Corp., 10.875% Sr. Unsec. Nts., 4/1/15		1,845,000		1,983,375
Navios Maritime Acquisition Corp., 8.625% Sr. Sec. Nts., 11/1/17		300,000		280,500
Navios Maritime Holdings, Inc./Navios Maritime Finance U.S., Inc., 8.875% Sr. Sec. Nts., 11/1/17		180,000		185,850
NBTY, Inc., 9% Sr. Unsec. Nts., 10/1/18		180,000		199,575
NewPage Corp., 11.375% Sr. Sec. Nts., 12/31/147		515,000		352,775
Newport Television LLC/NTV Finance Corp., 13.75% Sr. Nts., 3/15/174		338,498		355,000
Nexstar Broadcasting, Inc./Mission Broadcasting, Inc., 8.875% Sec. Nts., 4/15/17		710,000		761,475
Nextel Communications, Inc., 7.375% Sr. Nts., Series D, 8/1/15		820,000		799,500
Norske Skogindustrier ASA, 6.125% Unsec. Bonds, 10/15/154		590,000		418,900
Nortek, Inc., 10% Sr. Unsec. Nts., 12/1/18		800,000		848,000
Novelis, Inc., 8.75% Sr. Unsec. Nts., 12/15/20		370,000		409,775
NRG Energy, Inc., 7.625% Sr. Unsec. Nts., 1/15/18		800,000		814,000
Nuveen Investments, Inc.:
5.50% Sr. Unsec. Nts., 9/15/15		330,000		301,950
10.50% Sr. Unsec. Unsub. Nts., 11/15/15		330,000		342,375
NXP BV/NXP Funding LLC, 9.75% Sr. Sec. Nts., 8/1/184		725,000		831,938
Offshore Group Investments Ltd.:
11.50% Sr. Sec. Nts., 8/1/15		1,315,000		1,444,856
11.50% Sr. Sec. Nts., 8/1/154		315,000		346,106
OMEGA Healthcare Investors, Inc., 6.75% Sr. Unsec. Nts., 10/15/22		1,055,000		1,113,025
Oncure Holdings, Inc., 11.75% Sr. Sec. Nts., 5/15/17		465,000		301,088
Penn National Gaming, Inc., 8.75% Sr. Unsec. Sub. Nts., 8/15/19		625,000		700,000
PHH Corp., 9.25% Sr. Unsec. Unsub. Nts., 3/1/16		300,000		307,500
Pinafore LLC/Pinafore, Inc., 9% Sec. Nts., 10/1/18		1,097,000		1,225,898
Ply Gem Industries, Inc.:
13.125% Sr. Unsec. Sub. Nts., 7/15/14		735,000		746,025
8.25% Sr. Sec. Nts., 2/15/18		515,000		508,563
Polymer Group, Inc., 7.75% Sr. Sec. Nts., 2/1/19		940,000		1,008,150
Post Holdings, Inc., 7.375% Sr. Unsec. Nts., 2/15/224		740,000		771,450
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/20		775,000		811,813
PSS World Medical, Inc., 6.375% Sr. Unsec. Unsub. Nts., 3/1/224		180,000		185,400
Quicksilver Resources, Inc.:
8.25% Sr. Unsec. Nts., 8/1/15		385,000		388,850
11.75% Sr. Nts., 1/1/16		545,000		576,338

31 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Quiksilver, Inc., 6.875% Sr. Unsec. Nts., 4/15/15	$	285,000	$	289,988
R.R. Donnelley & Sons Co., 7.25% Sr. Nts., 5/15/18		1,620,000		1,575,450
Radiation Therapy Services, Inc.:
8.875% Sec. Nts., 1/15/176,8		400,000		396,000
9.875% Sr. Unsec. Sub. Nts., 4/15/17		475,000		383,563
Range Resources Corp., 8% Sr. Unsec. Sub. Nts., 5/15/19		330,000		364,650
Realogy Corp.:
7.625% Sr. Sec. Nts., 1/15/204		775,000		807,938
9% Sr. Sec. Nts., 1/15/204		395,000		403,888
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA:
9% Sr. Nts., 5/15/184		410,000		416,150
9% Sr. Nts., 4/15/194		395,000		398,950
Rite Aid Corp., 7.50% Sr. Sec. Nts., 3/1/17		365,000		375,038
Rock-Tenn Co., 4.45% Sr. Unsec. Nts., 3/1/194		375,000		382,231
Roofing Supply Group LLC/Roofing Supply Finance, Inc., 8.625% Sr. Sec. Nts., 12/1/174		342,000		391,590
Sally Holdings LLC/Sally Capital, Inc., 6.875% Sr. Unsec. Nts., 11/15/194		720,000		770,400
Samson Investment Co., 9.75% Sr. Unsec. Nts., 2/15/204		595,000		621,775
SandRidge Energy, Inc.:
8.75% Sr. Unsec. Nts., 1/15/20		360,000		385,200
9.875% Sr. Unsec. Nts., 5/15/16		495,000		551,925
Schaeffler Finance BV, 8.50% Sr. Sec. Nts., 2/15/194		375,000		404,063
Scotts Miracle-Gro Co. (The), 6.625% Sr. Unsec. Unsub. Nts., 12/15/20		100,000		106,500
Seagate HDD Cayman, 7% Sr. Unsec. Nts., 11/1/214		650,000		708,500
Select Medical Corp., 7.625% Sr. Unsec. Sub. Nts., 2/1/15		370,000		375,550
ServiceMaster Co., 8% Sr. Nts., 2/15/204		235,000		252,625
SESI LLC, 6.375% Sr. Unsec. Nts., 5/1/19		105,000		109,725
Sinclair Television Group, Inc., 8.375% Sr. Unsec. Nts., 10/15/18		965,000		1,059,088
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/154		470,000		506,425
Spectrum Brands Holdings, Inc., 9.50% Sr. Sec. Nts., 6/15/18		330,000		375,375
Speedy Cash, Inc., 10.75% Sr. Sec. Nts., 5/15/184		370,000		386,650
Springleaf Finance Corp., 6.90% Nts., Series J, 12/15/17		515,000		422,944
Sprint Capital Corp., 8.75% Nts., 3/15/32		170,000		144,925
Sprint Nextel Corp., 9% Sr. Unsec. Nts., 11/15/184		665,000		733,994
STHI Holding Corp., 8% Sec. Nts., 3/15/184		305,000		326,350
Sumitomo Mitsui Banking Corp., 8% Unsec. Sub. Nts., 6/15/12		555,000		558,762
SunGard Data Systems, Inc.:
7.375% Sr. Unsec. Nts., 11/15/18		185,000		198,413
7.625% Sr. Unsec. Nts., 11/15/20		400,000		428,500
Terex Corp., 8% Sr. Unsec. Sub. Nts., 11/15/17		750,000		789,375

32 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Texas Competitive Electric Holdings Co. LLC:
10.25% Sr. Unsec. Nts., Series A, 11/1/15	$	970,000	$	198,850
10.25% Sr. Unsec. Nts., Series B, 11/1/15		210,000		39,900
Thermadyne Holdings Corp.:
9% Sr. Sec. Nts., 12/15/17		475,000		488,063
9% Sr. Sec. Nts., 12/15/174		235,000		241,463
Thermon Industries, Inc., 9.50% Sr. Sec. Nts., 5/1/17		338,000		373,490
TMX Finance LLC/TitleMax Finance Corp., 13.25% Sr. Sec. Nts., 7/15/15		355,000		394,050
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/174		1,411,000		1,522,116
TransDigm, Inc., 7.75% Sr. Unsec. Sub. Nts., 12/15/18		980,000		1,073,100
UBS AG Stamford CT, 2.25% Sr. Unsec. Nts., 8/12/13		115,000		115,739
UCI International, Inc., 8.625% Sr. Unsec. Nts., 2/15/19		240,000		247,200
United Maritime Group LLC, 11.75% Sr. Sec. Nts., 6/15/15		1,125,000		1,189,688
Univision Communications, Inc., 7.875% Sr. Sec. Nts., 11/1/204		350,000		366,625
UPCB Finance V Ltd., 7.25% Sr. Sec. Nts., 11/15/214		695,000		734,963
UPCB Finance VI Ltd., 6.875% Sr. Sec. Nts., 1/15/224		765,000		789,863
UR Financing Escrow Corp.:
7.375% Sr. Unsec. Nts., 5/15/204		950,000		999,875
7.625% Sr. Unsec. Nts., 4/15/224		240,000		254,400
US Airways 2011-1 Class A Pass-Through Trust,
7.125% Sec. Certificates, 10/22/23		590,361		620,361
US Oncology, Inc., Escrow Shares (related to 9.125% Sr. Sec. Nts., 8/15/17)7		225,000		4,500
Valeant Pharmaceuticals Inernational, 7.25% Sr. Unsec. Nts., 7/15/224		300,000		300,750
Valeant Pharmaceuticals International, Inc., 6.875% Sr. Unsec. Nts., 12/1/184		265,000		274,275
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc., 8% Sr. Nts., 2/1/18		500,000		511,875
Venoco, Inc., 8.875% Sr. Unsec. Nts., 2/15/19		480,000		452,400
Verso Paper Holdings LLC, 11.375% Sr. Unsec. Sub. Nts., Series B, 8/1/16		755,000		502,075
Verso Paper Holdings LLC/Verso Paper, Inc., 8.75% Sr. Sec. Nts., 2/1/19		925,000		457,875
ViaSat, Inc., 6.875% Sr. Unsec. Unsub. Nts., 6/15/206		756,000		769,230
Virgin Media Finance plc:
5.25% Sr. Unsec. Unsub. Nts., 2/15/22		295,000		296,475
8.375% Sr. Unsec. Unsub. Nts., 10/15/19		325,000		366,438
Visteon Corp., 6.75% Sr. Unsec. Nts., 4/15/19		860,000		890,100
Wallace Theater Holdings, Inc., 12.50% Sr. Sec. Nts., 6/15/134,9		705,000		652,125
Warner Chilcott Co. LLC/Warner Chilcott Finance LL C, 7.75% Sr. Unsec. Nts., 9/15/18		330,000		362,175
West Corp., 8.625% Sr. Unsec. Nts., 10/1/18		695,000		766,238
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/154		535,000		296,925

33 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal
	Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Whirlpool Corp.:
5.50% Sr. Unsec. Unsub. Nts., 3/1/13	$	151,000	$	156,135
8% Sr. Unsec. Nts., 5/1/12		445,000		445,000
Wind Acquisition Finance SA, 7.25% Sr. Sec. Nts., 2/15/184		810,000		771,525
Windstream Corp., 7.50% Sr. Unsec. Unsub. Nts., 6/1/224		1,110,000		1,168,275
Total Non-Convertible Corporate Bonds and Notes (Cost $144,083,129)				143,896,082
Corporate Loans—0.1%
Atlantic Broadband Finance LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.75%, 9/20/198,9		260,000		260,325
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 3/16/189		200,000		196,500
Cengage Learning Holdings II LP, Sr. Sec. Credit Facilities Term Loan, 2.49%, 7/3/149		456,910		399,186
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.889%, 1/29/169		98,427		79,438
OneLink Communications/San Juan Cable LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 10/31/138,9		300,000		294,375
PQ Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.739%, 7/30/158,9		500,000		478,594
Revel Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 9%, 2/17/178,9		615,000		598,307
Walter Investment Management Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 9/28/169		415,000		432,638
Total Corporate Loans (Cost $2,713,467)				2,739,363
Loan Participations—0.3%
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 2/15/189		80,000		78,600
Cengage Learning Holdings II LP, Sr. Sec. Credit Facilities 1st Lien Term Loan:
2.25%, 7/3/148,9		109,713		100,642
2.50%, 7/3/149		223,526		205,045
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2.50%, 1/29/169		526,583		424,996
Crestwood Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.25%, 3/8/188,9		390,000		397,313
Entegra Holdings LLC, Sr. Sec. Credit Facilities 3rd Lien Term Loan, Tranche B, 3.898%, 10/19/155,9		330,692		176,920
iStar Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche A2, 5.75%, 3/19/178,9		780,000		781,365
Lone Star Intermediate Super Holdings LLC, Sr. Sec. Credit Facilities Term Loan, 11%, 8/7/199		470,000		484,218

34 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal
	Amount		Value
Loan Participations Continued
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.25%, 3/1/199	$	890,000	$	916,700
OneLink Communications/San Juan Cable LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, Tranche B, 10%, 10/31/139		220,000		215,875
PQ Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.75%, 7/30/159		345,000		330,230
Revel Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 2/17/178,9		200,000		194,571
Springleaf Financial Services, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 5/10/178,9		425,000		403,431
Texas Competitive Electric Holdings Co. LLC, Non-Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.743%, 10/10/149		620,000		356,389
Walter Investment Management Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 12.50%, 9/28/169		355,000		370,088
Total Loan Participations (Cost $5,369,927)				5,436,383
Structured Securities—0.0%
UBS AG, Vietnam Dairy Products JSC Equity Linked Nts.4 (Cost $246,890)		60,000		260,932

	Expiration		Strike
	Date		Price		Contracts
Options Purchased—0.8%
Standard & Poor’s 500 Index (The) Call1		8/13/12	$	1,422.000		187,000	5,884,310
Standard & Poor’s 500 Index (The) Call1		8/13/12		1,422.000		187,000	5,970,942
Standard & Poor’s 500 Index (The) Put1		5/18/12		1,265.000		5,150	463,500
United States Dollar (USD) Put1		7/10/12	1 AUD per 0.985 USD			225,000,000	1,163,781
United States Dollar (USD) Put1		7/10/12	1 AUD per 0.985 USD			215,000,000	940,880
Total Options Purchased (Cost $25,247,751)							14,423,413

	Shares
Investment Companies—24.3%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.23%10,11		63,058,548			63,058,548
Oppenheimer Master Event-Linked Bond Fund, LLC10		9,251,612			105,370,577
Oppenheimer Master Loan Fund, LLC10		23,240,748			290,063,261
Total Investment Companies (Cost $458,764,578)					458,492,386
Total Investments, at Value (Cost $1,807,652,863)		99.4	%		1,878,088,030
Other Assets Net of Liabilities		0.6			11,965,947
Net Assets		100.0	%	$	1,890,053,977

35 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments

Strike price is reported in U.S. Dollars, except for those denoted in the following currency:
AUD                 Australian Dollar

1.	Non-income producing security.
2.	The Fund holds securities which have been issued by the same entity and that trade on separate exchanges.
3.	All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to outstanding written options. The aggregate market value of such securities is $159,841,100. See Note 6 of the accompanying Notes.
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 $46,903,184 or 2.48% of the Fund’s net assets as of April 30, 2012.
5.	Interest or dividend is paid-in-kind, when applicable.
6.	Restricted security. The aggregate value of restricted securities as of April 30, 2012 was $3,059,336, which represents 0.16% of the Fund’s net assets. See Note 7 of the accompanying Notes. Information concerning restricted securities is as follows:

							Unrealized
	Acquisition						Appreciation
Security	Dates		Cost		Value		(Depreciation)
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/15		3/6/12	$	376,797	$	373,425	$	(3,372	)
CIT Group, Inc., 7% Sec. Bonds, 5/2/17		8/24/10-2/1/12		1,515,580		1,520,681		5,101
Radiation Therapy Services, Inc., 8.875% Sec. Nts., 1/15/17		4/26/12		398,108		396,000		(2,108	)
ViaSat, Inc., 6.875% Sr. Unsec. Unsub. Nts., 6/15/20		2/22/12-2/28/12		772,091		769,230		(2,861	)
			$	3,062,576	$	3,059,336	$	(3,240	)

7.	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.
8.	All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after April 30, 2012. See Note 1 of the accompanying Notes.
9.	Represents the current interest rate for a variable or increasing rate security.
10.	Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended April 30, 2012, 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 31, 2011		Additions		Reductions		April 30, 2012
Oppenheimer Global Allocation
Fund (Cayman) Ltd.a		2,921		—		—		2,921
Oppenheimer Institutional Money
Market Fund, Cl. E		—		331,512,373		268,453,825		63,058,548
Oppenheimer Master Event-Linked
Bond Fund, LLC		9,251,612		—		—		9,251,612
Oppenheimer Master Loan Fund, LLC		25,188,463		—		1,947,715		23,240,748

						Realized
	Value		Income			Gain (Loss)
Oppenheimer Global Allocation Fund (Cayman) Ltd.a	$	10,833,828	$	—		$	2,573,491
Oppenheimer Institutional Money Market Fund, Cl. E		63,058,548		50,638			—
Oppenheimer Master Event-Linked Bond Fund, LLC		105,370,577		4,490,569	b		(3,724,917	)b
Oppenheimer Master Loan Fund, LLC		290,063,261		10,615,502	c		(4,136,287	)c
	$	469,326,214	$	15,156,709		$	(5,287,713	)

a.	Investment in a wholly-owned subsidiary. See Note 1 of the accompanying Notes and individual financial statements of the entity included herein.
b.	Represents the amount allocated to the Fund from Oppenheimer Master Event-Linked Bond Fund, LLC.
c.	Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.

11. Rate shown is the 7-day yield as of April 30, 2012.

36 | OPPENHEIMER GLOBAL ALLOCATION FUND

Foreign Currency Exchange Contracts as of April 30, 2012 are as follows:

		Contract
Counterparty/		Amount	Expiration				Unrealized			Unrealized
Contract Description	Buy/Sell	(000’s)	Dates	Value			Appreciation			Depreciation
Bank of New York (The)
British Pound Sterling (GBP)	Buy	27 GBP	5/3/12	$	43,897		$	12		$	—
Barclay’s Capital:
Australian Dollar (AUD)	Buy	77 AUD	5/3/12		79,853			2			—
Hong Kong Dollar (HKD)	Buy	207 HKD	5/3/12		26,652			—			2
								2			2
Brown Brothers Harriman:
Brazilian Real (BRR)	Sell	505 BRR	5/1/12-5/4/12		263,616			154			1,220
Eqyptian Pounds (EGP)	Sell	7 EGP	5/3/12-5/7/12		1,154			—			2
Kenyan Schilling (KES)	Sell	10,056 KES	5/1/12-5/4/12		120,785			—			842
Indian Rupee (INR)	Sell	163 INR	5/2/12		3,093			—			6
Indonesia Rupiah (IDR)	Sell	437,280 IDR	5/1/12-5/4/12		59,052			—			211
Nigerian Naira (NGN)	Buy	8,961 NGN	5/2/12-5/4/12		56,957			—			92
Philippines Peso (PHP)	Sell	6,174 PHP	5/2/12-5/7/12		146,241			21			64
								175			2,437
Credit Suisse
Hong Kong Dollar (HKD)	Buy	239 HKD	5/2/12		30,789			2			—
JP Morgan Chase
British Pound Sterling (GBP)	Buy	28 GBP	5/2/12		44,650			119			—
RBS Greenwich Capital
Hong Kong Dollar (HKD)	Buy	203 HKD	5/2/12		26,198			2			—
UBS Investment Bank
British Pound Sterling (GBP)	Buy	28 GBP	5/2/12		46,202			—			130
Total unrealized appreciation and depreciation						$		312	$		2,569

Futures Contracts as of April 30, 2012 are as follows:

								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)
Standard & Poor’s
500 E-Mini Index	Sell		2,840		6/15/12		$197,891,200	$	(3,804,634	)
U.S. Long Bonds	Buy		6		6/20/12		857,250		30,556
U.S. Treasury Nts., 2 yr.	Buy		7		6/29/12		1,543,828		883
U.S. Treasury Nts., 5 yr.	Sell		13		6/29/12		1,609,359		(6,773	)
U.S. Treasury Nts., 10 yr.	Buy		12		6/20/12		1,587,375		3,330
								$	(3,776,638	)

Written Options as of April 30, 2012 are as follows:

Number of

Exercise

Expiration

Premiums

Unrealized

Description

Type

Contracts

Price

Date

Received

Value

Appreciation

Standard & Poor’s 500 Index (The)

Put

5,150

$

1,125.000

7/20/12

$

5,649,424

$

1,751,000

$

3,898,424

37 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments Continued
Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:

Geographic Holdings	Value		Percent
United States	$	1,111,227,353		59.2	%
United Kingdom		97,298,801		5.2
France		64,267,784		3.4
Germany		55,791,923		3.0
Japan		51,640,489		2.8
Brazil		50,763,153		2.7
India		49,272,350		2.6
Switzerland		48,407,838		2.6
Mexico		43,801,240		2.3
China		30,661,365		1.6
Sweden		26,503,682		1.4
Spain		19,153,527		1.0
Taiwan		19,029,211		1.0
Denmark		18,889,626		1.0
Korea, Republic of South		18,459,655		1.0
Russia		18,160,611		1.0
Italy		16,794,619		0.9
Australia		14,940,855		0.8
The Netherlands		14,675,731		0.8
Turkey		12,614,246		0.7
South Africa		11,744,959		0.6
Hong Kong		11,464,713		0.6
Philippines		9,711,733		0.5
Ireland		7,912,950		0.4
Colombia		6,889,326		0.4
Canada		6,209,657		0.3
Jersey, Channel Islands		5,445,467		0.3
Finland		4,778,940		0.3
Indonesia		4,760,308		0.3
Bermuda		4,629,929		0.2
Luxembourg		4,115,718		0.2
Belgium		2,634,817		0.1
United Arab Emirates		2,301,827		0.1
Thailand		2,181,554		0.1
Egypt		1,959,497		0.1
Nigeria		1,779,711		0.1
Peru		1,676,957		0.1
Malaysia		1,209,978		0.1
Portugal		1,154,847		0.1
Austria		1,039,007		0.1
Chile		806,978		—
Argentina		488,430		—
Norway		418,900		—
Vietnam		260,932		—
Mongolia		93,526		—
Kenya		63,310		—
Total	$	1,878,088,030		100.0	%

See accompanying Notes to Financial Statements.

38 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

April 30, 2012

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,337,184,515)	$	1,408,761,816
Affiliated companies (cost $458,764,578)		458,492,386
Wholly-owned subsidiary (cost $11,703,770)		10,833,828
		1,878,088,030
Cash		1,179,852
Cash—foreign currencies (cost $362,476)		362,322
Cash used for collateral on futures		12,000,000
Unrealized appreciation on foreign currency exchange contracts		312
Receivables and other assets:
Interest and dividends		5,851,209
Investments sold (including $414,474 sold on a when-issued or delayed delivery basis)		3,451,528
Futures margins		698,250
Other		243,163
Total assets		1,901,874,666
Liabilities
Appreciated options written, at value (premiums received $5,649,424)		1,751,000
Unrealized depreciation on foreign currency exchange contracts		2,569
Payables and other liabilities:
Investments purchased (including $3,007,567 purchased on a when-issued or delayed delivery basis)		4,800,626
Shares of beneficial interest redeemed		3,147,890
Trustees’ compensation		923,483
Transfer and shareholder servicing agent fees		441,972
Distribution and service plan fees		381,949
Shareholder communications		193,370
Foreign capital gains tax		92,838
Futures margins		406
Other		84,586
Total liabilities		11,820,689
Net Assets	$	1,890,053,977
Composition of Net Assets
Par value of shares of beneficial interest		1,288,056
Additional paid-in capital		2,678,983,441
Accumulated net investment income		11,069,847
Accumulated net realized loss on investments and foreign currency transactions		(871,772,514	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		70,485,147
Net Assets	$	1,890,053,977

39 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,390,359,403 and 94,153,336 shares of beneficial interest outstanding)	$	14.77
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	15.67
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $122,241,917 and 8,508,250 shares of beneficial interest outstanding)	$	14.37
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $291,430,378 and 20,262,894 shares of beneficial interest outstanding)	$	14.38
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $9,850 and 668 shares of beneficial interest outstanding)	$	14.75
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $52,280,912 and 3,594,507 shares of beneficial interest outstanding)	$	14.54
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $33,731,517 and 2,285,959 shares of beneficial interest outstanding)	$	14.76

See accompanying Notes to Financial Statements.

40 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended April 30, 2012
Allocation of Income and Expenses from Master Funds1
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	4,486,246
Dividends		4,323
Expenses2		(219,009	)
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		4,271,560
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		10,576,907
Dividends		38,595
Expenses3		(452,365	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		10,163,137
Total allocation of net investment income from master funds		14,434,697
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $629,942)		11,807,685
Affiliated companies		50,638
Interest		5,944,249
Total investment income		17,802,572
Expenses
Management fees		7,496,977
Distribution and service plan fees:
Class A		1,738,235
Class B		651,228
Class C		1,478,511
Class N		131,142
Transfer and shareholder servicing agent fees:
Class A		2,089,160
Class B		294,897
Class C		382,338
Class I		1
Class N		78,267
Class Y		32,104
Shareholder communications:
Class A		113,832
Class B		28,297
Class C		22,616
Class N		2,564
Class Y		705
Custodian fees and expenses		89,012
Trustees’ compensation		16,959
Administration service fees		750
Other		107,236
Total expenses		14,754,831
Less waivers and reimbursements of expenses		(894,413	)
Net expenses		13,860,418
Net Investment Income		18,376,851

41 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF OPERATIONS Unaudited / Continued

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 $56,900)	$	(2,010,266	)
Wholly-owned subsidiary		2,573,491
Closing and expiration of option contracts written		1,470,233
Closing and expiration of futures contracts		(71,939,700	)
Foreign currency transactions		5,400,210
Swap contracts		(20,285	)
Net realized loss allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(3,724,917	)
Oppenheimer Master Loan Fund, LLC		(4,136,287	)
Total net realized loss		(72,387,521	)
Net change in unrealized appreciation/depreciation on:
Investments		67,126,507
Translation of assets and liabilities denominated in foreign currencies		(20,975,663	)
Futures contracts		33,245,698
Option contracts written		2,750,247
Swap contracts		10,428
Net change in unrealized appreciation/deprecation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		716,702
Oppenheimer Master Loan Fund, LLC		8,970,666
Total net change in unrealized appreciation/depreciation		91,844,585
Net Increase in Net Assets Resulting from Operations	$	37,833,915

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 $1,966.
3.	Net of expense waivers and/or reimbursements of $6,594.

See accompanying Notes to Financial Statements.

42 | OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months			Year
	Ended			Ended
	April 30, 2012			October 31,
	(Unaudited)			2011
Operations
Net investment income	$	18,376,851		$	49,178,798
Net realized gain (loss)		(72,387,521	)		156,502,573
Net change in unrealized appreciation/depreciation		91,844,585			(206,035,687	)
Net increase (decrease) in net assets resulting from operations		37,833,915			(354,316	)
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(33,080,663	)		(22,925,802	)
Class B		(2,833,273	)		(2,010,647	)
Class C		(6,293,927	)		(3,222,475	)
Class I		(22	)		—
Class N		(1,217,299	)		(790,473	)
Class Y		(886,652	)		(682,706	)
		(44,311,836	)		(29,632,103	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from
beneficial interest transactions:
Class A		(78,698,332	)		(127,647,712	)
Class B		(22,377,625	)		(131,463,391	)
Class C		(21,289,570	)		(44,130,394	)
Class I		10,000			—
Class N		(3,800,843	)		(12,319,889	)
Class Y		(2,462,401	)		1,220,053
		(128,618,771	)		(314,341,333	)
Net Assets
Total decrease		(135,096,692	)		(344,327,752	)
Beginning of period		2,025,150,669			2,369,478,421
End of period (including accumulated net investment income of
$11,069,847 and $37,004,832, respectively)	$	1,890,053,977		$	2,025,150,669

See accompanying Notes to Financial Statements.

43 | OPPENHEIMER GLOBAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS

	Six Months			Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class A	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	14.81		$	15.08		$	13.05		$	10.69		$	19.18		$	18.82
Income (loss) from investment operations:
Net investment income2		.15			.36			.18			.16			.27			.24
Net realized and unrealized gain (loss)		.15			(.41	)		1.96			2.36			(6.28	)		1.05
Total from investment operations		.30			(.05	)		2.14			2.52			(6.01	)		1.29
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.34	)		(.22	)		(.11	)		(.16	)		(.29	)		(.25	)
Distributions from net realized gain		—			—			—			—			(2.19	)		(.68	)
Total dividends and/or distributions to shareholders		(.34	)		(.22	)		(.11	)		(.16	)		(2.48	)		(.93	)
Net asset value, end of period	$	14.77		$	14.81		$	15.08		$	13.05		$	10.69		$	19.18
Total Return, at Net Asset Value3		2.19	%		(0.37	)%		16.44	%		24.06	%		(35.52	)%		6.97	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,390,359		$	1,473,322		$	1,623,802		$	1,584,420		$	1,525,472		$	2,988,971
Average net assets (in thousands)	$	1,410,949		$	1,589,726		$	1,619,840		$	1,450,251		$	2,364,088		$	3,068,226
Ratios to average net assets:4
Net investment income		2.09	%5		2.36	%5		1.29	%5		1.44	%		1.84	%		1.26	%
Total expenses		1.44	%5,6		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		1.35	%5,8		1.37	%5		1.42	%		1.26	%		1.14	%
Portfolio turnover rate		36	%		77	%		204	%9		232	%9		128	%9		112	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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:

Six Months Ended April 30, 2012	1.46	%
Year Ended October 31, 2011	1.45	%

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

Year Ended October 29, 2010 1.37 %

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

Six Months Ended April 30, 2012	1.37	%
Year Ended October 31, 2011	1.37	%

9. 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.

44 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Six Months			Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class B	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	14.43		$	14.73		$	12.77		$	10.47		$	18.81		$	18.46
Income (loss) from investment operations:
Net investment income2		.09			.23			.06			.08			.15			.09
Net realized and unrealized gain (loss)		.15			(.41	)		1.91			2.32			(6.15	)		1.03
Total from investment operations		.24			(.18	)		1.97			2.40			(6.00	)		1.12
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.30	)		(.12	)		(.01	)		(.10	)		(.15	)		(.09	)
Distributions from net realized gain		—			—			—			—			(2.19	)		(.68	)
Total dividends and/or distributions to shareholders		(.30	)		(.12	)		(.01	)		(.10	)		(2.34	)		(.77	)
Net asset value, end of period	$	14.37		$	14.43		$	14.73		$	12.77		$	10.47		$	18.81
Total Return, at Net Asset Value3		1.78	%		(1.25	)%		15.45	%		23.17	%		(36.03	)%		6.17	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	122,242		$	145,291		$	277,243		$	353,853		$	410,268		$	1,294,217
Average net assets (in thousands)	$	131,260		$	224,604		$	309,274		$	357,111		$	765,095		$	1,649,062
Ratios to average net assets:4
Net investment income		1.22	%5		1.53	%5		0.46	%5		0.71	%		1.04	%		0.48	%
Total expenses		2.37	%5,6		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		2.19	%5,8		2.20	%5,8		2.18	%5		2.20	%		2.05	%		1.92	%
Portfolio turnover rate		36	%		77	%		204	%9		232	%9		128	%9		112	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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:
	Six Months Ended April 30, 2012      2.39%
	Year Ended October 31, 2011          2.44%
7.	Total expenses including indirect expenses from affiliated fund were as follows:
	Year Ended October 29, 2010         2.33%
8.	Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:
	Six Months Ended April 30, 2012      2.21%
	Year Ended October 31, 2011         2.22%
9.	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.

45 |OPPENHEIMER GLOBAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months			Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class C	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	14.44		$	14.73		$	12.77		$	10.47		$	18.81		$	18.48
Income (loss) from investment operations:
Net investment income2		.10			.25			.08			.08			.16			.10
Net realized and unrealized gain (loss)		.14			(.40	)		1.90			2.32			(6.14	)		1.02
Total from investment operations		.24			(.15	)		1.98			2.40			(5.98	)		1.12
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.30	)		(.14	)		(.02	)		(.10	)		(.17	)		(.11	)
Distributions from net realized gain		—			—			—			—			(2.19	)		(.68	)
Total dividends and/or distributions
Total dividends and/or distributions to shareholders		(.30	)		(.14	)		(.02	)		(.10	)		(2.36	)		(.79	)
Net asset value, end of period	$	14.38		$	14.44		$	14.73		$	12.77		$	10.47		$	18.81
Total Return, at Net Asset Value3		1.79	%		(1.08	)%		15.55	%		23.23	%		(35.95	)%		6.15	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	291,430		$	313,963		$	363,252		$	366,167		$	373,380		$	883,839
Average net assets (in thousands)	$	298,373		$	350,372		$	366,311		$	343,726		$	621,258		$	979,278
Ratios to average net assets:4
Net investment income		1.37	%5		1.65	%5		0.57	%5		0.74	%		1.10	%		0.53	%
Total expenses		2.14	%5,6		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		2.06	%5,8		2.08	%5		2.14	%		1.99	%		1.87	%
Portfolio turnover rate		36	%		77	%		204	%9		232	%9		128	%9		112	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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:
	Six Months Ended April 30, 2012      2.16%
	Year Ended October 31, 2011           2.16%
7.	Total expenses including indirect expenses from affiliated fund were as follows:
	Year Ended October 29, 2010    2.08%
8.	Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:
	Six Months Ended April 30, 2012     2.08%
	Year Ended October 31, 2011         2.08%
9.	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.

46 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Period Ended
	April 30, 20121
Class I	(Unaudited)
Per Share Operating Data
Net asset value, beginning of period	$	14.98
Income (loss) from investment operations:
Net investment income2		.15
Net realized and unrealized loss		(.35	)
Total from investment operations		(.20	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.03	)
Distributions from net realized gain		—
Total dividends and/or distributions to shareholders		—
Net asset value, end of period	$	14.75
Total Return, at Net Asset Value3		(1.32	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	10
Average net assets (in thousands)	$	10
Ratios to average net assets:4
Net investment income		6.00	%5
Total expenses		1.00	%5,6
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.96	%5,7
Portfolio turnover rate		36	%

1.	For the period from February 28, 2012 (inception of offering) to April 30, 2012.
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:
	Period Ended April 30, 2012      1.02%
7.	Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:
	Period Ended April 30, 2012       0.98%

See accompanying Notes to Financial Statements.

47 | OPPENHEIMER GLOBAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months			Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class N	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	14.60		$	14.86		$	12.87		$	10.54		$	18.94		$	18.59
Income (loss) from investment operations:
Net investment income2		.13			.32			.14			.14			.23			.18
Net realized and unrealized gain (loss)		.13			(.39	)		1.93			2.33			(6.20	)		1.03
Total from investment operations		.26			(.07	)		2.07			2.47			(5.97	)		1.21
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.32	)		(.19	)		(.08	)		(.14	)		(.24	)		(.18	)
Distributions from net realized gain		—			—			—			—			(2.19	)		(.68	)
Total dividends and/or distributions to shareholders		(.32	)		(.19	)		(.08	)		(.14	)		(2.43	)		(.86	)
Net asset value, end of period	$	14.54		$	14.60		$	14.86		$	12.87		$	10.54		$	18.94
Total Return, at Net Asset Value3		1.97	%		(0.55	)%		16.09	%		23.89	%		(35.69	)%		6.66	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	52,281		$	56,284		$	69,338		$	74,293		$	76,475		$	171,675
Average net assets (in thousands)	$	53,270		$	63,592		$	71,783		$	70,697		$	125,526		$	193,216
Ratios to average net assets:4
Net investment income		1.84	%5		2.13	%5		1.03	%5		1.26	%		1.57	%		0.95	%
Total expenses		1.67	%5,6		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		1.59	%5,8		1.58	%5,8		1.61	%5		1.62	%		1.52	%		1.44	%
Portfolio turnover rate		36	%		77	%		204	%9		232	%9		128	%9		112	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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:
	Six Months Ended April 30, 2012     1.69%
	Year Ended October 31, 2011          1.68%
7.	Total expenses including indirect expenses from affiliated fund were as follows:
	Year Ended October 29, 2010          1.61%
8.	Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:
	Six Months Ended April 30, 2012      1.61%
	Year Ended October 31, 2011        1.60%
9.	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.

48 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Six Months			Year			Year			Year			Year			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class Y	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	14.80		$	15.07		$	13.05		$	10.68		$	19.18		$	18.82
Income (loss) from investment operations:
Net investment income2		.18			.42			.23			.25			.31			.30
Net realized and unrealized gain (loss)		.15			(.42	)		1.95			2.34			(6.28	)		1.04
Total from investment operations		.33			—			2.18			2.59			(5.97	)		1.34
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.37	)		(.27	)		(.16	)		(.22	)		(.34	)		(.30	)
Distributions from net realized gain		—			—			—			—			(2.19	)		(.68	)
Total dividends and/or distributions to shareholders		(.37	)		(.27	)		(.16	)		(.22	)		(2.53	)		(.98	)
Net asset value, end of period	$	14.76		$	14.80		$	15.07		$	13.05		$	10.68		$	19.18
Total Return, at Net Asset Value3		2.39	%		(0.04	)%		16.80	%		24.83	%		(35.35	)%		7.29	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	33,732		$	36,291		$	35,843		$	35,737		$	82,551		$	227,020
Average net assets (in thousands)	$	34,733		$	38,475		$	35,361		$	42,026		$	165,149		$	294,643
Ratios to average net assets:4
Net investment income		2.45	%5		2.71	%5		1.64	%5		2.25	%		2.12	%		1.56	%
Total expenses		1.06	%5,6		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		0.98	%5,8		1.02	%5,8		1.01	%5		0.85	%		0.97	%		0.84	%
Portfolio turnover rate		36	%		77	%		204	%9		232	%9		128	%9		112	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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:
	Six Months Ended April 30, 2012      1.08%
	Year Ended October 31, 2011           1.12%
7.	Total expenses including indirect expenses from affiliated fund were as follows:
	Year Ended October 29, 2010            1.01%
8.	Ratio including expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:       Six Months Ended April 30, 2012        1.00%       Year Ended October 31, 2011             1.04%
9.	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.

49 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTE TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies

Oppenheimer Global Allocation Fund (the “Fund”), a series of Oppenheimer Quest for Value Funds, is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. 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 I, 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 I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Class I shares were first publicly offered on February 28, 2012.

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

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,

50 | OPPENHEIMER GLOBAL ALLOCATION FUND

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. 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 April 30, 2012, 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	$	3,007,567
Sold securities		414,474

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 April 30, 2012 is as follows:

Cost	$	995,417
Market Value	$	659,675
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), exchange traded funds and certain fixed-income 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

51 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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. For the six months ended April 30, 2012, the Subsidiary has a deficit of $476,947 in its taxable earnings and profits. 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 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.

52 | OPPENHEIMER GLOBAL ALLOCATION 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. 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

53 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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.

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. The Fund had straddle losses of $71,318. Details of the fiscal year ended October 31, 2011 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

Expiring
2016	$	427,485,203
2017		410,473,446
No expiration		71,318
Total	$	838,029,967

As of April 30, 2012, it is estimated that the capital loss carryforwards would be $837,958,649 expiring by 2017 and $72,458,839 which will not expire. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended April 30, 2012, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

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

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of April 30, 2012 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	$	1,815,885,614
Federal tax cost of other investments		(196,903,149	)
Total federal tax cost	$	1,618,982,465
Gross unrealized appreciation	$	175,503,502
Gross unrealized depreciation		(113,272,292	)
Net unrealized appreciation	$	62,231,210

54 | OPPENHEIMER GLOBAL ALLOCATION FUND

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.

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 with respect to their benefits under the Plan. During the six months ended April 30, 2012, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased (Decreased)	$	—
Payments Made to Retired Trustees		87,639
Accumulated Liability as of April 30, 2012		751,739

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. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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

55 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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 (except for the investments in the Subsidiary) are determined on the basis of identified cost.

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. 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.

Valuation Methods and inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

     The following methodologies are used to determine the market value or the fair value of the types of securities described below:

     Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price

56 | OPPENHEIMER GLOBAL ALLOCATION FUND

of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange but not listed on a registered U.S. securities exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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

     Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

     Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

     Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

     Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from third party pricing services. When the settlement date of a contract is an interim date for which a quotation is not available, interpolated values are derived using the nearest dated forward currency rate.

     Futures contracts and futures options 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.

57 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation Continued

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

	Standard inputs generally considered
Security Type	by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

58 | OPPENHEIMER GLOBAL ALLOCATION FUND

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2012 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	$	—		$	10,833,828		$	—	$	10,833,828
Common Stocks
Consumer Discretionary		165,985,735			20,362,975			—		186,348,710
Consumer Staples		160,436,441			12,846,914			—		173,283,355
Energy		78,911,669			12,479,058			—		91,390,727
Financials		117,181,803			24,519,318			—		141,701,121
Health Care		106,192,375			1,767,903			—		107,960,278
Industrials		159,439,495			8,206,225			—		167,645,720
Information Technology		251,958,124			38,545,243			—		290,503,367
Materials		41,355,006			3,655,966			93,526		45,104,498
Telecommunication Services		26,612,513			4,880,394			—		31,492,907
Utilities		5,676,067			—			—		5,676,067
Preferred Stocks		—			401,488			—		401,488
Rights, Warrants and Certificates		—			—			—		—
Mortgage-Backed Obligations		—			497,405			—		497,405
Non-Convertible Corporate Bonds and Notes		—			143,896,082			—		143,896,082
Corporate Loans		—			2,739,363			—		2,739,363
Loan Participations		—			5,436,383			—		5,436,383
Structured Securities		—			260,932			—		260,932
Options Purchased		463,500			13,959,913			—		14,423,413
Investment Companies		63,058,548			395,433,838			—		458,492,386
Total Investments, at Value		1,177,271,276			700,723,228			93,526		1,878,088,030
Other Financial Instruments:
Foreign currency exchange contracts		—			312			—		312
Futures margins		698,250			—			—		698,250
Total Assets	$	1,177,969,526		$	700,723,540		$	93,526	$	1,878,786,592
Liabilities Table
Other Financial Instruments:
Foreign currency exchange contracts	$	—		$	(2,569	)	$	—	$	(2,569	)
Futures margins		(406	)		—			—		(406	)
Appreciated options written, at value		(1,751,000	)		—			—		(1,751,000	)
Total Liabilities	$	(1,751,406	)	$	(2,569	)	$	—	$	(1,753,975	)

59 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation Continued

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.

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 into		Transfers out			Transfers into		Transfers out
	Level 1*		of Level 1**			Level 2**		of Level 2*
Assets Table Investments, at Value:
Common Stocks
Consumer Discretionary	$	39,848,436	$	—		$	—	$	(39,848,436	)
Consumer Staples		36,528,809		(1,838,604	)		1,838,604		(36,528,809	)
Energy		36,349,276		—			—		(36,349,276	)
Financials		37,304,597		—			—		(37,304,597	)
Health Care		33,067,582		—			—		(33,067,582	)
Industrials		102,818,016		—			—		(102,818,016	)
Information Technology		61,592,305		—			—		(61,592,305	)
Materials		35,185,591		—			—		(35,185,591	)
Telecommunication Services		9,776,508		—			—		(9,776,508	)
Total Assets	$	392,471,120	$	(1,838,604	)	$	1,838,604	$	(392,471,120	)

*	Transferred from Level 2 to Level 1 due to the presence of a readily available unadjusted quoted market price. As of the prior reporting period end, these securities were absent 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.
**	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.

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.

3. 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:

60 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Six Months Ended April 30, 20121						Year Ended October 31, 2011
	Shares			Amount			Shares			Amount
Class A
Sold		3,575,033		$	51,972,695			11,987,920		$	184,486,971
Dividends and/or
distributions reinvested		2,176,970			30,085,366			1,369,109			21,097,577
Redeemed		(11,067,729	)		(160,756,393	)		(21,570,759	)		(333,232,260	)
Net decrease		(5,315,726	)	$	(78,698,332	)		(8,213,730	)	$	(127,647,712	)
Class B
Sold		536,492		$	7,580,660			1,700,256		$	25,706,890
Dividends and/or
distributions reinvested		206,608			2,772,684			104,548			1,579,688
Redeemed		(2,300,561	)		(32,730,969	)		(10,563,507	)		(158,749,969	)
Net decrease		(1,557,461	)	$	(22,377,625	)		(8,758,703	)	$	(131,463,391	)
Class C
Sold		667,080		$	9,397,762			1,675,906		$	25,201,566
Dividends and/or
distributions reinvested		411,549			5,527,106			184,840			2,793,185
Redeemed		(2,556,347	)		(36,214,438	)		(4,782,759	)		(72,125,145	)
Net decrease		(1,477,718	)	$	(21,289,570	)		(2,922,013	)	$	(44,130,394	)
Class I
Sold		668		$	10,000			—		$	—
Dividends and/or
distributions reinvested		—			—			—			—
Redeemed		—			—			—			—
Net increase		668		$	10,000			—		$	—
Class N
Sold		215,901		$	3,090,787			623,347		$	9,532,968
Dividends and/or
distributions reinvested		84,827			1,153,194			49,188			748,184
Redeemed		(562,461	)		(8,044,824	)		(1,481,801	)		(22,601,041	)
Net decrease		(261,733	)	$	(3,800,843	)		(809,266	)	$	(12,319,889	)
Class Y
Sold		151,751		$	2,197,302			675,537		$	10,559,481
Dividends and/or
distributions reinvested		58,240			805,376			40,314			620,142
Redeemed		(375,730	)		(5,465,079	)		(642,429	)		(9,959,570	)
Net increase (decrease)		(165,739	)	$	(2,462,401	)		73,422		$	1,220,053

1. For the six months ended April 30, 2012 for Class A, Class B, Class C, Class N and Class Y shares, and for the period from February 28, 2012 (inception of offering) to April 30, 2012 for Class I shares.

61 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in the Subsidiary and IMMF, for the six months ended April 30, 2012, were as follows:

	Purchases		Sales
Investment securities	$	648,626,174	$	872,370,192
U.S. government and government agency obligations		461,300		464,824

5. Fees and Other Transactions with Affiliates

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

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 six months ended April 30, 2012, the Fund paid $2,872,471 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.

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.

62 | OPPENHEIMER GLOBAL ALLOCATION FUND

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 March 31, 2012 were as follows:

Class B	$	30,055,890
Class C		34,009,149
Class N		6,437,254

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	Contingent		Contingent		Contingent
	Front-End		Deferred	Deferred		Deferred		Deferred
	Sales Charges		Sales Charges	Sales Charges		Sales Charges		Sales Charges
Six Months	Retained by		Retained by	Retained by		Retained by		Retained by
Ended	Distributor		Distributor	Distributor		Distributor		Distributor
April 30, 2012	$	123,115	$—	$	126,480	$	7,145	$	17

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 six months ended April 30, 2012, the Manager waived $154,437.

     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 six months ended April 30, 2012, the Manager waived fees and/or reimbursed the Fund $657,915 for management fees.

63 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

5. Fees and Other Transactions with Affiliates Continued

     OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class; this limit also applied to Class A shares prior to December 1, 2011. Effective December 1, 2011, OFS has voluntarily agreed to limit its fees for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2012, OFS waived transfer and shareholder servicing agent fees as follows:

Class A	$	24,464
Class B		57,597

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

6. 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.

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.

64 | OPPENHEIMER GLOBAL ALLOCATION FUND

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.

     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.

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

65 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATE MENTS Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

into financial transactions with counterparties that the Manager believes to be credit-worthy at the time of the transaction. As of April 30, 2012, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $13,960,225, 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 $13,959,913 as of April 30, 2012. 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 April 30, 2012 the Fund has required certain counterparties to post collateral of $15,122,746.

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.

Valuations of derivative instruments as of April 30, 2012 are as follows:

	Asset Derivatives				Liability Derivatives
	Statement of				Statement of
Derivatives	Assets and				Assets and
Not Accounted for as	Liabilities				Liabilities
Hedging Instruments	Location	Value			Location	Value
Equity contracts	Futures margins	$	695,800	*
Interest rate contracts	Futures margins		2,450	*	Futures margins	$	406	*
					Unrealized depreciation on
Foreign exchange contracts	Unrealized appreciation on foreign currency exchange contracts		312		foreign currency exchange contracts		2,569

66 | OPPENHEIMER GLOBAL ALLOCATION FUND

	Asset Derivatives				Liability Derivatives
	Statement of				Statement of
Derivatives	Assets and				Assets and
Not Accounted for as	Liabilities				Liabilities
Hedging Instruments	Location	Value			Location	Value
Equity contracts	Investments, at value	$	12,318,752	**	Appreciated options written, at value	$	1,751,000
Foreign exchange contracts	Investments, at value		2,104,661	**
Total		$	15,121,975			$	1,753,975

*	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	$	—		$	—	$	—		$	—		$	(20,285	)	$	(20,285	)
Equity contracts		24,320,514			346,705		(72,093,539	)		—			—			(47,426,320	)
Foreign exchange
contracts		(823,186	)		1,123,528		—			(854,828	)		—			(554,486	)
Interest rate
contracts		(2,261,087	)		—		153,839			—			—			(2,107,248	)
Total	$	21,236,241		$	1,470,233	$	(71,939,700	)	$	(854,828	)	$	(20,285	)	$	(50,108,339	)

* 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
									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		(22,459,886	)		3,822,893			33,205,564		—			—		14,568,571
Foreign exchange
contracts		(3,351,841	)		(1,072,646	)		—		(17,275	)		—		(4,441,762	)
Interest rate
contracts		355,990			—			40,134		—			—		396,124
Total	$	(25,455,737	)	$	2,750,247		$	33,245,698	$	(17,275	)	$	10,428	$	10,533,361

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

67 OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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. The 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.

     During the six months ended April 30, 2012, the Fund had daily average contract amounts on forward foreign currency contracts to buy and sell of $4,585,585 and $7,010,742, 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

68 | OPPENHEIMER GLOBAL ALLOCATION FUND

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 purchased futures contracts on various equity indexes to increase exposure to equity risk.

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

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $21,054,969 and $361,365,519 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 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 and/or euro 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.

     The Fund has purchased put options on treasury and/or euro futures to decrease exposure to interest rate risk. A purchased put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price.

69 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $33,492,134 and $1,872,190 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.

     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.

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $41,659 and $318,073 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 six months ended April 30, 2012 was as follows:

	Call Options						Put Options
	Number of			Amount of			Number of			Amount of
	Contracts			Premiums			Contracts			Premiums
Options outstanding as of
October 31, 2011		1,150		$	133,965			26,612,326		$	1,304,125
Options written		3,646			246,789			6,395			5,798,451
Options closed or expired		(4,749	)		(371,891	)		(26,613,285	)		(1,420,405	)
Options exercised		(47	)		(8,863	)		(286	)		(32,747	)
Options outstanding as of April 30, 2012		—		$	—			5,150		$	5,649,424

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

70 | OPPENHEIMER GLOBAL ALLOCATION FUND

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 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

71 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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 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 six months ended April 30, 2012, the Fund had ending monthly average notional amounts of $90,714 on credit default swaps to sell protection.

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

     As of April 30, 2012, the Fund had no such credit default swaps outstanding.

7. Restricted Securities

As of April 30, 2012, 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.

8. 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’

72 | OPPENHEIMER GLOBAL ALLOCATION FUND

investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses.

     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.

     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.

73 | OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Pending Litigation Continued

     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.

74 | OPPENHEIMER GLOBAL ALLOCATION FUND

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

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

Householding—Delivery of Shareholder Documents

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

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

75 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	David K. Downes, Trustee
	Matthew P. Fink, Trustee
	Phillip A. Griffiths, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Mary Ann Tynan, Trustee
	Joseph M. Wikler, Trustee
	Peter I. Wold, Trustee
	William F. Glavin, Jr., Trustee, President and Principal Executive Officer
	Arthur P. Steinmetz, Vice President
	George Evans, Vice President
	Krishna Memani, Vice President
	Benjamin H. Rockmuller, Vice President
	Arthur. S. Gabinet, Secretary and Chief Legal Officer
	Christina M. Nasta, Vice President and Chief Business Officer
	Mark S. Vandehey, Vice President and Chief Compliance Officer
	Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer
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
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

©2012 OppenheimerFunds, Inc. All rights reserved.

76 | OPPENHEIMER GLOBAL ALLOCATION FUND

Financial Statements for Oppenheimer Global Allocation Fund (Cayman) Ltd. for the Period Ended April 30, 2012

79	Statement of Assets and Liabilities
80	Statement of Operations
81	Statement of Changes in Net Assets
82	Notes to Financial Statements

78 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENTT OF ASSETS AND LIABILITIES Unaudited

April 30, 2012

Assets
Cash	$	10,833,445
Receivables and other assets:
Other		8,571
Total assets		10,842,016
Liabilities
Payables and other liabilities:
Legal, auditing and other professional fees		7,439
Insurance fees		503
Other		246
Total liabilities		8,188
Net Assets	$	10,833,828
Composition of Net Assets
Par value of shares of beneficial interest	$	29
Additional paid-in capital		4,974,692
Accumulated net investment loss		(464,095	)
Accumulated net realized gain on investments		6,323,202
Net Assets—applicable to 2,921 shares of beneficial interest outstanding	$	10,833,828
Net Asset Value, Redemption Price Per Share and Offering Price Per Share	$	3,708.36

See accompanying Notes to Financial Statements.

79 | OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended April 30, 2012

Expenses
Management fees	$	154,376
Legal, auditing and other professional fees		8,995
Directors’ compensation		3,694
Custodian fees and expenses		1,888
Other		2,285
Total expenses		171,238
Net Investment Loss		(171,238	)
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments (including premiums on options exercised)		(106,262	)
Closing and expiration of option contracts written		48,655
Net realized loss		(57,607	)
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 Decrease in Net Assets Resulting from Operations	$	(6,914,681	)

See accompanying Notes to Financial Statements.

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OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENT OF CHANGES IN NET ASSETS Unaudited

	Six Months Ended			Period Ended
	April 30, 2012			October 31,
	(Unaudited)			20111
Operations
Net investment loss	$	(171,238	)	$	(292,857	)
Net realized gain (loss)		(57,607	)		6,380,809
Net change in unrealized appreciation/depreciation		(6,685,836	)		6,685,836
Net increase (decrease) in net assets resulting from operations		(6,914,681	)		12,773,788
Capital Transactions
Net increase (decrease) in net assets resulting from capital transactions		(81,338,912	)		86,313,633
Net Assets
Total increase (decrease)		(88,253,593	)		99,087,421
Beginning of period		99,087,421			—
End of period (including accumulated net investment loss of
$464,095 and $292,857, respectively)	$	10,833,828		$	99,087,421

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

See accompanying Notes to Financial Statements.

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OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS Unaudited

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 April 30, 2012, 100% of the Fund was owned by Oppenheimer Global Allocation Fund (“OGAF”). The Manager is also the investment adviser of OGAF.

     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 April 30, 2012, the directors have not designated classes or series of outstanding participating shares. During the six months ended April 30, 2012, 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.

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.

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. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio

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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.

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. 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.

Valuation Methods and inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

     The following methodologies are used to determine the market value or the fair value of the types of securities described below:

     Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange but not listed on a registered U.S. securities exchange is valued based on the last sale price on the principal exchange

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OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation Continued

on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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

     Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

     Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

	Standard inputs generally considered
Security Type	by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and
	other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant

84 | OPPENHEIMER GLOBAL ALLOCATION FUND

event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

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

3. 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.

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

3. Capital Transactions Continued

Capital transactions were as follows:

	Six Months Ended			Period Ended
	April 30, 2012			October 31, 20111
	Amount			Amount
Contributions	$	3,187,658		$	121,262,669
Withdrawals		(84,526,570	)		(34,949,036	)
Net increase	$	(81,338,912	)	$	86,313,633

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

4. Expenses

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:

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.

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

86 | OPPENHEIMER GLOBAL ALLOCATION FUND

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.

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.

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

5. Risk Exposures and the Use of Derivative Instruments Continued

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.

     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.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
				Closing and
Derivatives Not	Investments			expiration
Accounted for as	(including premiums			of option
Hedging Instruments	on options exercised)*			contracts written		Total
Equity contracts	$	(5,010,584	)	$	48,655	$	(4,961,929	)

*  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			Option
Hedging 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

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.

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     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 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.

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $726,000 and $391,277 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 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.

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $5,347 and $5,318 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.

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

5. Risk Exposures and the Use of Derivative Instruments Continued

Written option activity for the six months ended April 30, 2012 was as follows:

	Call Options						Put Options
	Number of			Amount of			Number of			Amount of
	Contracts			Premiums			Contracts			Premiums
Options outstanding as of October 31, 2011		24		$	3,993			23		$	6,378
Options written		141			30,174			126			25,909
Options closed or expired		(165	)		(34,167	)		(101	)		(22,707	)
Options exercised		—			—			(48	)		(9,580	)
Options outstanding as of April 30, 2012		—		$	—			—		$	—

As of April 30, 2012, the Fund had no outstanding written or purchased options.

6. Financial Highlights

The following represents the total return of the Fund for the six months ended April 30, 2012. Total return was calculated based upon the daily returns of the Fund during this period. The calculation has not been annualized for reporting purposes:

Six Months Ended April 30, 2012	(15.56	)%
Period Ended October 31, 20111	13.38	%

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:

	Six Months Ended			Period Ended
	April 30, 2012			October 31, 20111
Ratios to average net assets:
Net investment loss		(2.27	)%		(0.84	)%
Total expenses		2.27	%		0.84	%

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

7. 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

90 | OPPENHEIMER GLOBAL ALLOCATION FUND

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.

     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.

     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

91 | OPPENHEIMER GLOBAL ALLOCATION FUND

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

7. Pending Litigation Continued

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.

8. Subsequent Events Evaluation

The Fund has evaluated the need for disclosures and/or adjustments resulting from subsequent events through June 18, 2012, 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.

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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.

93 | 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 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.CALL OPP (225.5677).

94 | OPPENHEIMER GLOBAL ALLOCATION FUND

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries
Oil, Gas & Consumable Fuels	5.0	%
Commercial Banks	3.7
Media	2.7
Communications Equipment	2.5
Chemicals	2.5
Insurance	2.2
Computers & Peripherals	2.1
Pharmaceuticals	2.1
Health Care Providers & Services	1.9
Beverages	1.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on net assets.

Top Ten Common Stock Holdings
Apple, Inc.	2.1	%
Chevron Corp.	2.1
Mosaic Co. (The)	2.1
Wells Fargo & Co.	1.8
Exxon Mobil Corp.	1.6
Coca-Cola Co. (The)	1.6
Royal Dutch Shell plc, ADR	1.3
M&T Bank Corp.	1.3
Tyco International Ltd.	1.3
Church & Dwight Co., Inc.	1.2

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on net assets. For more current Top 10 Fund Holdings, please visit oppenheimerfunds.com.

7 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

TOP HOLDINGS AND ALLOCATIONS

Portfolio Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on the total market value of investments. Short sales of securities, which accounted for 16.2% 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.

8 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. 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.

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

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 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 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.

9 |  OPPENHEIMER FLEXIBLE STRATEGIES 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 April 30, 2012.

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.

10 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	November 1, 2011		April 30, 2012		April 30, 2012
Actual
Class A	$	1,000.00	$	986.60	$	8.98
Class B		1,000.00		982.70		13.45
Class C		1,000.00		983.10		12.80
Class N		1,000.00		985.30		10.52
Class Y		1,000.00		988.10		7.59
Hypothetical (5% return before expenses)
Class A		1,000.00		1,015.86		9.11
Class B		1,000.00		1,011.39		13.64
Class C		1,000.00		1,012.03		12.99
Class N		1,000.00		1,014.32		10.67
Class Y		1,000.00		1,017.26		7.70

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended April 30, 2012 are as follows:

Class	Expense Ratios
Class A		1.81	%
Class B		2.71
Class C		2.58
Class N		2.12
Class Y		1.53

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.

11 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENT OF INVESTMENTS April 30, 2012 / Unaudited

	Shares		Value
Common Stocks—43.4%
Consumer Discretionary—3.7%
Hotels, Restaurants & Leisure—0.8%
McDonald’s Corp.1,2		95,000	$	9,257,750
Media—2.7%
Cinemark Holdings, Inc.		412,000		9,459,522
Comcast Corp., Cl. A		342,000		10,372,860
Time Warner Cable, Inc.		130,000		10,458,500
				30,290,882
Multiline Retail—0.2%
Target Corp.		36,210		2,098,007
Consumer Staples—5.3%
Beverages—1.6%
Coca-Cola Co. (The)1,2		240,000		18,316,800
Food & Staples Retailing—0.9%
CVS Caremark Corp.		238,400		10,637,408
Food Products—0.3%
Adecoagro SA3		374,420		3,339,826
Household Products—1.2%
Church & Dwight Co., Inc.		265,000		13,462,000
Tobacco—1.3%
Altria Group, Inc.		145,950		4,701,050
Philip Morris International, Inc.1,2		108,020		9,668,870
				14,369,920
Energy—6.1%
Energy Equipment & Services—1.1%
Baker Hughes, Inc.		112,000		4,940,320
Schlumberger Ltd.		100,000		7,414,000
				12,354,320
Oil, Gas & Consumable Fuels—5.0%
Chevron Corp.		221,670		23,621,155
Exxon Mobil Corp.1,2		212,180		18,319,621
Royal Dutch Shell plc, ADR		205,000		15,038,800
				56,979,576
Financials—8.0%
Capital Markets—0.9%
Bond Street Holdings LLC3		120,000		2,160,000
Bond Street Holdings LLC, Cl. A3,4		375,000		6,750,000
Goldman Sachs Group, Inc. (The)		10,322		1,188,578
				10,098,578
Commercial Banks—3.7%
M&T Bank Corp.		169,640		14,634,843
U.S. Bancorp		195,420		6,286,661
Wells Fargo & Co.		621,810		20,787,108
				41,708,612
Diversified Financial Services—0.4%
Citigroup, Inc.		132,100		4,364,584
Insurance—2.2%
ACE Ltd.		158,570		12,046,563
Alleghany Corp.3		25,052		8,590,331
Everest Re Group Ltd.		48,900		4,845,990
				25,482,884
Real Estate Investment Trusts—0.8%
American Assets Trust, Inc.		60,788		1,429,126
Macerich Co. (The)		89,500		5,510,515
Starwood Property Trust, Inc.		103,000		2,149,610
				9,089,251
Health Care—4.3%
Health Care Equipment & Supplies—0.3%
Covidien plc		38,000		2,098,740
Medtronic, Inc.		50,000		1,910,000
				4,008,740
Health Care Providers & Services—1.9%
Humana, Inc.		143,990		11,617,113
UnitedHealth Group, Inc.		174,820		9,816,143
				21,433,256

12 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Shares		Value
Pharmaceuticals—2.1%
Merck & Co., Inc.		304,000	$	11,928,960
Teva Pharmaceutical Industries Ltd., Sponsored ADR		113,210		5,178,225
Watson Pharmaceuticals, Inc.3		85,000		6,405,600
				23,512,785
Industrials—4.0%
Aerospace & Defense—0.8%
Honeywell International, Inc.		150,000		9,099,000
Construction & Engineering—0.1%
Quanta Services, Inc.3		46,350		1,025,262
Industrial Conglomerates—1.3%
Tyco International Ltd.		255,000		14,313,150
Machinery—1.3%
AGCO Corp.3		73,421		3,419,216
Navistar International Corp.3		191,000		6,484,450
SPX Corp.		64,000		4,913,920
				14,817,586
Trading Companies & Distributors—0.5%
AerCap Holdings NV3		493,901		5,719,374
Information Technology—7.0%
Communications Equipment—2.5%
Ciena Corp.3		310,730		4,605,019
Cisco Systems, Inc.		250,000		5,037,500
Juniper Networks, Inc.3		417,790		8,953,240
QUALCOMM, Inc.1,2		160,560		10,250,150
				28,845,909
Computers & Peripherals—2.1%
Apple, Inc.3		40,500		23,661,720
Electronic Equipment & Instruments—0.2%
TE Connectivity Ltd.		64,000		2,333,440
Internet Software & Services—0.8%
Google, Inc., Cl. A3		7,750		4,690,533
VeriSign, Inc.		111,000		4,563,210
				9,253,743
IT Services—0.5%
International Business Machines Corp.1,2		28,500		5,901,780
Semiconductors & Semiconductor Equipment—0.5%
Xilinx, Inc.		150,000		5,457,000
Software—0.4%
Oracle Corp.		137,600		4,044,064
Materials—3.9%
Chemicals—2.5%
Celanese Corp., Series A		100,000		4,846,000
Mosaic Co. (The)		446,670		23,593,109
				28,439,109
Containers & Packaging—0.8%
Rock-Tenn Co., Cl. A		145,000		9,037,850
Metals & Mining—0.6%
Allegheny Technologies, Inc.		138,990		5,968,231
Utilities—1.1%
Electric Utilities—1.1%
Cleco Corp.		150,000		6,120,000
Edison International, Inc.		136,500		6,007,365
				12,127,365
Total Common Stocks (Cost $438,856,879)				490,849,762
Preferred Stocks—0.5%
Goldman Sachs Group, Inc. (The), 3.75% Non-Cum., Series A, Non-Vtg.		41,024		810,634
PPL Corp., 9.50% Cv., Non-Vtg.		100,000		5,385,000
Total Preferred Stocks (Cost $6,032,860)				6,195,634

13 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal
	Amount		Value
Asset-Backed Securities—2.4%
CWABS Asset-Backed Certificates Trust 2005-12, Asset-Backed Certificates, Series 2005-12, Cl. M2, 0.729%, 2/25/365	$	6,000,000	$	1,065,864
Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-WCW3, Cl. M1, 0.719%, 8/25/355		5,000,000		2,978,778
Saxon Asset Securities Trust 2007-3, Mtg. Loan Asset-Backed Certificates, Series 2007-3, Cl. 2A4, 0.729%, 9/25/475		7,595,000		2,915,618
Structured Asset Securities Corp., Mtg. Loan Asset-Backed Certificates, Series 2007-GEL2, Cl. A2, 0.559%, 5/25/375		35,500,000		20,155,622
Total Asset-Backed Securities (Cost $27,086,875)				27,115,882
Mortgage-Backed Obligations—1.6%
Ameriquest Mortgage Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-R2, Cl. M1, 0.669%, 4/25/345		4,286,384		2,291,807
Bear Stearns Asset-Backed Securities I Trust 2004-HE9, Asset-Backed Certificates, Series 2004-HE9, Cl. M2, 1.439%, 11/25/345		12,425,317		6,483,319
First NLC Trust 2005-4, Mtg.-Backed Certificates, Series 2005-4, Cl. A4, 0.629%, 2/25/365		11,003,000		4,189,310
Home Equity Asset Trust 2005-5, Mtg. Home Equity Pass-Through Certificates, Series 2005-5, Cl. M2, 0.749%, 11/25/355		1,888,088		738,242
Home Equity Mortgage Loan Asset-Backed Trust, Home Equity Asset-Backed Certificates, Series INABS 2005-B, Cl. M3, 0.729%, 8/25/355		1,298,061		548,671
Mastr Adjustable Rate Mortgages Trust 2004-13, Mtg. Pass-Through Certificates, Series 2004-13, Cl. 2A2, 2.634%, 4/1/345		1,351,810		1,348,464
RAMP Series 2005-RS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2005-RS6, Cl. M2, 0.749%, 6/25/355		944,044		588,492
Structured Asset Securities Corp., Mtg. Pass-Through Certificates, Series 2007-GEL2, Cl. A3, 0.689%, 5/25/375,6		4,486,000		1,860,907
Total Mortgage- Backed Obligations (Cost $17,810,555)				18,049,212
Non-Convertible Corporate Bonds and Notes—0.9%
Wachovia Capital Trust III, 5.57% Perpetual Bonds5,7 (Cost $9,658,381)		11,000,000		10,243,750

14 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Principal
	Amount		Value
Convertible Corporate Bonds and Notes—4.1%
Advanced Micro Devices, Inc.: 5.75% Cv. Sr. Unsec. Nts., 8/15/12	$	5,000,000	$	5,068,750
6% Cv. Sr. Unsec. Nts., 5/1/15		12,000,000		12,420,000
Alcatel-Lucent USA, Inc., 2.75% Cv. Sr. Unsec. Unsub. Debs., Series B, 6/15/25		22,500,000		22,331,250
Amylin Pharmaceuticals, Inc., 3% Cv. Sr. Unsec. Nts., 6/15/14		7,000,000		7,096,250
Total Convertible Corporate Bonds and Notes (Cost $43,551,969)				46,916,250
Event-Linked Bonds—0.5%
Merna Reinsurance II Ltd. Catastrophe Linked Nts., 3.65%, 4/8/135,6		3,000,000		3,008,100
Midori Ltd. Catastrophe Linked Nts., 3.217%, 10/24/125,6		3,200,000		3,179,200
Total Event-Linked Bonds (Cost $6,207,986)				6,187,300

	Expiration		Strike
	Date		Price		Contracts
Options Purchased��0.1%
Goldman Sachs Group, Inc. (The) Call3		7/23/12	$	115.000		300	$	177,000
Standard & Poor’s Depositary Receipts Trust/Standard & Poor’s 500 Exchange Traded Funds, Series 1 Call3		6/18/12		145.000		3,750		285,000
U.S. Treasury Nts. Futures, 10 yr., 6/20/12 Call3		5/25/12		133.000		200		65,625
U.S. Treasury Nts. Futures, 10 yr., 6/20/12 Call3		5/25/12		134.000		200		21,875
Total Options Purchased (Cost $1,122,801)								549,500

	Swaption
	Expiration		Notional
	Date		Amount			Value
Swaptions Purchased—0.5%
Goldman Sachs Group, Inc. (The), Swap Counterparty, Interest Rate Swaption; Swap Terms: Paid: 2%; Received: Six-Month JPY BBA LIBOR; Termination Date: 1/21/253		1/20/15	3,838,000,000		JPY	$	922,587
Goldman Sachs Group, Inc. (The), Swap Counterparty, Interest Rate Swaption; Swap Terms: Paid: 4%; Received: Three-Month BBA LIBOR; Termination Date: 11/28/243		11/26/14		50,000,000			1,031,162
JPMorgan Chase Bank NA, Swap Counterparty, Interest Rate Swaption (European); Swap Terms: Paid: 4%; Received: Three-Month BBA LIBOR; Termination Date: 2/26/253		2/25/15		50,000,000			1,237,131

15 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Swaption
	Expiration		Notional
	Date		Amount		Value
Swaptions Purchased Continued
JPMorgan Chase Bank NA, Swap Counterparty, Interest Rate Swaption (European); Swap Terms: Paid: 4.50%: Received: Three-Month BBA LIBOR; Termination Date: 2/28/273		2/27/17		50,000,000	$	1,881,040
JPMorgan Chase Bank NA, Swap Counterparty, Interest Rate Swaption; Paid: 4%; Received: Three-Month BBA LIBOR; Termination Date: 12/3/243		12/2/14		50,000,000		1,044,267
Total Swaptions Purchased (Cost $8,246,096)						6,116,187

	Shares
Structured Securities—0.9%
Africa Telecommunications, Media & Technology Fund 1 LLC4		9,542,930			95,429
Barclays Bank plc, Hewlett-Packard Co. Equity Linked Nts.		408,497			9,948,944
Total Structured Securities (Cost $20,000,007)					10,044,373
Investment Companies—46.8%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.23%8,9		405,778,475			405,778,475
Oppenheimer Master Loan Fund, LLC8		8,288,014			103,441,088
Oppenheimer Short Duration Fund, Cl. Y8		1,996,457			20,004,500
Total Investment Companies (Cost $528,452,280)					529,224,063
Total Investments, at Value (Cost $1,107,026,689)		101.7	%		1,151,491,913
Liabilities in Excess of Other Assets		(1.7	)		(19,744,004	)
Net Assets		100.0	%	$	1,131,747,909

Footnotes to Statement of Investments

1.	All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to outstanding written options. The aggregate market value of such securities is $64,319,150. See Note 6 of the accompanying Notes.
2.	All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements with respect to securities sold short. The aggregate market value of such securities is $64,318,150. See Note 1 of the accompanying Notes.
3.	Non-income producing security.
4.	Restricted security. The aggregate value of restricted securities as of April 30, 2012 was $6,845,429, which represents 0.60% of the Fund’s net assets. See Note 7 of the accompanying Notes. Information concerning restricted securities is as follows:

	Acquisition						Unrealized
Security	Date		Cost		Value		Depreciation
Africa Telecommunications, Media & Technology Fund 1 LLC		4/20/11	$	10,000,000	$	95,429	$	9,904,571
Bond Street Holdings LLC, Cl. A		11/4/09		7,500,000		6,750,000		750,000
			$	17,500,000	$	6,845,429	$	10,654,571

16 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

5.	Represents the current interest rate for a variable or increasing rate security.
6.	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 $8,048,207 or 0.71% of the Fund’s net assets as of April 30, 2012.
7.	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.
8.	Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended April 30, 2012, 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/						Shares/
	Principal Amount		Gross		Gross		Principal Amount
	October 31, 2011		Additions		Reductions		April 30, 2012
Oppenheimer Institutional Money Market Fund, Cl. E		707,964,096		830,291,052		1,132,476,673		405,778,475
Oppenheimer Master Loan Fund, LLC		—		8,288,014		—		8,288,014
Oppenheimer Short Duration Fund, Cl. Y		—		1,996,457		—		1,996,457
Take-Two Interactive Software, Inc.		7,303,043		—		7,303,043		—
Take-Two Interactive Software, Inc., 4.375% Cv. Sr. Nts., 6/1/14		4,611,000		—		4,611,000		—
THQ, Inc.		7,102,240		—		7,102,240		—
Vanda Pharmaceuticals, Inc.		1,535,078		—		1,535,078		—

						Realized
	Value		Income			Gain (Loss)
Oppenheimer Institutional Money Market Fund, Cl. E	$	405,778,475	$	678,967		$	—
Oppenheimer Master Loan Fund, LLC		103,441,088		2,060,136	a		695,970	a
Oppenheimer Short Duration Fund, Cl. Y		20,004,500		15,500			—
Take-Two Interactive Software, Inc.		—		—			(34,961,011	)
Take-Two Interactive Software, Inc., 4.375% Cv. Sr. Nts., 6/1/14		—		60,600			2,700,146
THQ, Inc.		—		—			(59,848,966	)
Vanda Pharmaceuticals, Inc.		—		—			(7,904,891	)
	$	529,224,063	$	2,815,203		$	(99,318,752	)

a.	Represents the amount allocated to the Fund from Oppenheimer Master Loan Fund, LLC.
9.	Rate shown is the 7-day yield as of April 30, 2012.

	Shares
	Sold Short			Value
Securities Sold Short—(16.2)%
Common Stock Securities Sold Short—(9.5)%
Aflac, Inc.		(128,000	)	$	(5,765,120	)
Air Lease Corp.3		(120,000	)		(2,822,400	)
Aircastle Ltd.		(215,000	)		(2,612,250	)
AK Steel Holding Corp.		(1,145,000	)		(8,495,900	)
Bank of America Corp.		(250,000	)		(2,027,500	)
Boeing Co. (The)		(107,000	)		(8,217,600	)
Camden Property Trust		(75,000	)		(5,075,250	)
Carrizo Oil & Gas, Inc.3		(75,094	)		(2,105,636	)
Chesapeake Energy Corp.		(317,000	)		(5,845,480	)

17 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments Continued

	Shares
	Sold Short			Value
Common Stock Securities Sold Short Continued
Children’s Place Retail Stores, Inc.3		(75,000	)	$	(3,448,500	)
Comerica, Inc.		(186,000	)		(5,955,720	)
Dell, Inc.3		(173,000	)		(2,832,010	)
FMC Technologies, Inc.3		(27,460	)		(1,290,620	)
Green Mountain Coffee, Inc.3		(55,000	)		(2,681,250	)
Intel Corp.		(72,000	)		(2,044,800	)
J.C. Penney Co., Inc. (Holding Co.)		(100,000	)		(3,606,000	)
Lexmark International, Inc., Cl. A		(85,500	)		(2,573,550	)
Microsoft Corp.		(245,000	)		(7,844,900	)
Pennsylvania Real Estate Investment Trust		(170,000	)		(2,395,300	)
Quicksilver Resources, Inc.3		(897,474	)		(4,218,128	)
Rouse Properties, Inc.3		(75,392	)		(1,013,268	)
SanDisk Corp.3		(32,500	)		(1,202,825	)
SandRidge Energy, Inc.3		(195,000	)		(1,558,050	)
Silver Wheaton Corp.		(74,420	)		(2,272,043	)
Skyworks Solutions, Inc.3		(53,076	)		(1,440,483	)
United States Steel Corp.		(299,000	)		(8,470,670	)
United Technologies Corp.		(120,000	)		(9,796,800	)
Total Common Stock Securities Sold Short (Proceeds $(111,682,563))					(107,612,053	)
Investment Company Securities Sold Short—(6.7)%
Financial Select Sector SPDR Fund		(2,737,540	)		(42,212,867	)
PowerShares QQQ		(110,630	)		(7,385,659	)
SPDR S&P Retail Exchange Traded Fund		(100,000	)		(6,174,000	)
Standard & Poor’s Depositary Receipts Trust/Standard & Poor’s 500 Exchange Traded Funds, Series1		(144,300	)		(20,183,241	)
Total Investment Company Securities Sold Short (Proceeds $(57,713,027))					(75,955,767	)
Total Securities Sold Short (Proceeds $(169,395,590))				$	(183,567,820	)

Foreign Currency Exchange Contracts as of April 30, 2012 are as follows:

		Contract
Counterparty/		Amount		Expiration				Unrealized
Contract Description	Buy/Sell	(000’s)		Date		Value		Depreciation
Goldman Sachs & Co.
Euro (EUR)	Sell	8,000	EUR		7/27/12	$	10,595,147	$	23,131

18 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

Futures Contracts as of April 30, 2012 are as follows:

								Unrealized
		Number of		Expiration				Appreciation
Contract Description	Buy/Sell	Contracts		Date		Value		(Depreciation)
Euro BTP	Sell		43		6/7/12	$	5,789,228	$	167,333
Euro OAT	Sell		40		6/7/12		6,678,315		(84,662	)
								$	82,671

Written Options as of April 30, 2012 are as follows:

		Number of		Exercise		Expiration		Premiums					Unrealized
Description	Type	Contracts		Price		Date		Received		Value			Appreciation
Goldman Sachs Group, Inc. (The)	Call		300	$	125.000		7/23/12	$	98,090	$	(58,800	)	$	39,290
Goldman Sachs Group, Inc. (The)	Put		150		115.000		7/23/12		104,544		(91,500	)		13,044
								$	202,634	$	(150,300	)	$	52,334

Credit Default Swap Contracts as of April 30, 2012 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
Austria (Republic of)
Goldman Sachs International	Buy	$	25,000		1.00	%		12/20/16	$	(874,393	)	$	700,268	$	174,125
	Total		25,000							(874,393	)		700,268		174,125
Germany (Federal Republic of)
Goldman Sachs International	Buy		50,000		0.25			12/20/16		(1,804,216	)		1,241,172		563,044
	Total		50,000							(1,804,216	)		1,241,172		563,044
France (Republic of)
Goldman Sachs International	Buy		25,000		0.25			12/20/16		(1,910,232	)		1,715,548		194,684
	Total		25,000							(1,910,232	)		1,715,548		194,684
Grand Total Buys										(4,588,841	)		3,656,988		931,853
Grand Total Sells										—			—		—
Total Credit Default Swaps									$	(4,588,841	)	$	3,656,988	$	931,853

Swap Summary as of April 30, 2012 is as follows:

The following table aggregates, as of period end, the amount receivable from/(payable to) each counterparty with whom the Fund has entered into a swap agreement. Swaps are individually disclosed in the preceding tables.

		Notional
	Swap Type from	Amount
Swap Counterparty	Fund Perspective	(000’s)		Value
Goldman Sachs International	Credit Default Buy Protection	$	100,000	$	3,656,988

See accompanying Notes to Financial Statements.

19 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

April 30, 2012
Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $578,574,409)	$	622,267,850
Affiliated companies (cost $528,452,280)		529,224,063
		1,151,491,913
Cash		393,666
Deposits with broker for securities sold short		159,063,640
Cash used for collateral on futures		390,700
Cash used for collateral on OTC derivatives		110,000
Depreciated swaps, at value (upfront payments paid $4,588,841)		3,656,988
Receivables and other assets:
Investments sold		8,767,665
Interest and dividends		1,048,103
Shares of beneficial interest sold		233,483
Other		130,721
Total assets		1,325,286,879
Liabilities
Short positions, at value (proceeds of $169,395,590)—see accompanying statement of investments		183,567,820
Appreciated options written, at value (premiums received $202,634)		150,300
Unrealized depreciation on foreign currency exchange contracts		23,131
Payables and other liabilities:
Investments purchased		5,969,329
Shares of beneficial interest redeemed		2,797,048
Trustees’ compensation		287,263
Transfer and shareholder servicing agent fees		259,130
Distribution and service plan fees		229,709
Shareholder communications		130,721
Futures margins		73,505
Other		51,014
Total liabilities		193,538,970
Net Assets	$	1,131,747,909
Composition of Net Assets
Par value of shares of beneficial interest	$	500,314
Additional paid-in capital		1,229,463,925
Accumulated net investment loss		(3,041,544	)
Accumulated net realized loss on investments and foreign currency transactions		(124,647,801	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		29,473,015
Net Assets	$	1,131,747,909

20 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $859,114,030 and 37,300,982 shares of beneficial interest outstanding)	$	23.03
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	24.44
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $55,991,958 and 2,660,397 shares of beneficial interest outstanding)	$	21.05
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $155,909,087 and 7,406,452 shares of beneficial interest outstanding)	$	21.05
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $32,943,755 and 1,480,171 shares of beneficial interest outstanding)	$	22.26
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $27,789,079 and 1,183,420 shares of beneficial interest outstanding)	$	23.48

See accompanying Notes to Financial Statements.

21 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended April 30, 2012
Allocation of Income and Expenses from Master Fund1
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest	$	2,057,440
Dividends		2,696
Expenses2		(86,801	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		1,973,335
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $54,394)		5,158,929
Affiliated companies		694,467
Interest:
Unaffiliated companies		1,403,528
Affiliated companies		60,600
Total investment income		7,317,524
Expenses
Management fees		5,177,043
Distribution and service plan fees:
Class A		1,123,806
Class B		303,925
Class C		870,329
Class N		89,596
Transfer and shareholder servicing agent fees:
Class A		1,144,219
Class B		134,735
Class C		220,174
Class N		56,002
Class Y		35,624
Shareholder communications:
Class A		64,742
Class B		10,185
Class C		12,196
Class N		1,748
Class Y		552
Dividends on short sales		1,579,025
Financing expense from short sales		1,521,431
Trustees’ compensation		11,625
Custodian fees and expenses		7,685
Administration service fees		750
Other		89,363
Total expenses		12,454,755
Less waivers and reimbursements of expenses		(428,709	)
Net expenses		12,026,046
Net Investment Loss		(2,735,187	)

1.	The Fund invests in an affiliated mutual fund that expects to be treated as a partnership for tax purposes. See Note 1 of the accompanying Notes.
2.	Net of expense waivers and/or reimbursements of $1,223.

22 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from:
Unaffiliated companies (including premiums on options exercised)	$	36,866,077
Affiliated companies		(100,014,722	)
Closing and expiration of option contracts written		382,247
Closing and expiration of futures contracts		(967,383	)
Foreign currency transactions		10,432,722
Short positions		(59,205,960	)
Swap contracts		(2,105,576	)
Increase from payment by affiliate		56,200
Net realized gain allocated from Oppenheimer Master Loan Fund, LLC		695,970
Total net realized loss		(113,860,425	)
Net change in unrealized appreciation/depreciation on:
Investments		61,720,409
Translation of assets and liabilities denominated in foreign currencies		(11,682,666	)
Futures contracts		82,671
Option contracts written		52,334
Short positions		45,575,662
Swap contracts		(931,853	)
Net change in unrealized appreciation/deprecation allocated from Oppenheimer Master Loan Fund, LLC		771,783
Total net change in unrealized appreciation/depreciation		95,588,340
Net Decrease in Net Assets Resulting from Operations	$	(21,007,272	)

See accompanying Notes to Financial Statements.

23 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months			Year
	Ended			Ended
	April 30, 2012			October 31,
	(Unaudited)			2011
Operations
Net investment loss	$	(2,735,187	)	$	(12,769,829	)
Net realized gain (loss)		(113,860,425	)		130,987,400
Net change in unrealized appreciation/depreciation		95,588,340			(109,056,510	)
Net increase (decrease) in net assets resulting from operations		(21,007,272	)		9,161,061
Dividends and/or Distributions to Shareholders
Distributions from net realized gain:
Class A		(83,326,353	)		(23,607,860	)
Class B		(5,982,948	)		(1,850,873	)
Class C		(17,494,832	)		(5,094,508	)
Class N		(3,429,773	)		(919,492	)
Class Y		(3,295,710	)		(894,640	)
		(113,529,616	)		(32,367,373	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(67,085,810	)		(191,105,180	)
Class B		(5,201,183	)		(21,351,139	)
Class C		(22,716,294	)		(42,358,915	)
Class N		(2,912,448	)		(5,616,085	)
Class Y		(21,818,342	)		4,707,964
		(119,734,077	)		(255,723,355	)
Net Assets
Total decrease		(254,270,965	)		(278,929,667	)
Beginning of period		1,386,018,874			1,664,948,541
End of period (including accumulated net investment loss of $3,041,544 and $306,357, respectively)	$	1,131,747,909		$	1,386,018,874

See accompanying Notes to Financial Statements.

24 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

FINANCIAL HIGHLIGHTS

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29			October 31,			October 31,			October 31,
Class A	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	25.55		$	26.01		$	24.46		$	23.15		$	34.21		$	30.15
Income (loss) from investment operations:
Net investment income (loss)2		(.03	)		(.17	)		(.11	)		(.03	)		.26			.51
Net realized and unrealized gain (loss)		(.35	)		.22			1.66			2.19			(5.63	)		5.17
Total from investment operations		(.38	)		.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		(2.14	)		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			—			(.06	)		—			—
Total dividends and/or distributions to shareholders		(2.14	)		(.51	)		—			(.85	)		(5.69	)		(1.62	)
Net asset value, end of period	$	23.03		$	25.55		$	26.01		$	24.46		$	23.15		$	34.21
Total Return, at Net Asset Value3		(1.34	)%		0.14	%		6.34	%		9.94	%		(18.62	)%		19.65	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	859,114		$	1,024,109		$	1,229,920		$	1,340,846		$	1,052,971		$	1,164,793
Average net assets (in thousands)	$	927,864		$	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)		(0.29	)%5		(0.65	)%		(0.44	)%		(0.13	)%		0.93	%		1.61	%
Total expenses6		1.88	%5		1.57	%		1.43	%		1.48	%		1.56	%		1.40	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.81	%5		1.52	%		1.38	%		1.43	%		1.52	%		1.37	%
Portfolio turnover rate		153	%		181	%		58	%		117	%		135	%		51	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	1.93	%
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.

25 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29			October 31,			October 31,			October 31,
Class B	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	23.63		$	24.32		$	23.07		$	22.08		$	32.82		$	28.97
Income (loss) from investment operations:
Net investment income (loss)2		(.13	)		(.38	)		(.31	)		(.23	)		.06			.26
Net realized and unrealized gain (loss)		(.31	)		.20			1.56			2.07			(5.39	)		4.97
Total from investment operations		(.44	)		(.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		(2.14	)		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			—			(.06	)		—			—
Total dividends and/or distributions to shareholders		(2.14	)		(.51	)		—			(.85	)		(5.41	)		(1.38	)
Net asset value, end of period	$	21.05		$	23.63		$	24.32		$	23.07		$	22.08		$	32.82
Total Return, at Net Asset Value3		(1.73	)%		(0.81	)%		5.42	%		8.93	%		(19.23	)%		18.74	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	55,992		$	68,426		$	91,209		$	107,366		$	90,923		$	136,745
Average net assets (in thousands)	$	61,315		$	82,022		$	98,421		$	97,044		$	113,810		$	146,748
Ratios to average net assets:4
Net investment income (loss)		(1.19	)%5		(1.55	)%		(1.34	)%		(1.04	)%		0.21	%		0.84	%
Total expenses6		2.85	%5		2.57	%		2.43	%		2.49	%		2.31	%		2.17	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.71	%5		2.43	%		2.29	%		2.34	%		2.27	%		2.14	%
Portfolio turnover rate		153	%		181	%		58	%		117	%		135	%		51	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	2.90	%
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.

26 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29			October 31,			October 31,			October 31,
Class C	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	23.62		$	24.27		$	22.99		$	21.98		$	32.73		$	28.91
Income (loss) from investment operations:
Net investment income (loss)2		(.11	)		(.35	)		(.28	)		(.20	)		.04			.26
Net realized and unrealized gain (loss)		(.32	)		.21			1.56			2.06			(5.35	)		4.96
Total from investment operations		(.43	)		(.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		(2.14	)		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			—			(.06	)		—			—
Total dividends and/or distributions to shareholders		(2.14	)		(.51	)		—			(.85	)		(5.44	)		(1.40	)
Net asset value, end of period	$	21.05		$	23.62		$	24.27		$	22.99		$	21.98		$	32.73
Total Return, at Net Asset Value3		(1.69	)%		(0.64	)%		5.57	%		9.07	%		(19.21	)%		18.73	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	155,909		$	199,765		$	247,138		$	253,051		$	138,331		$	140,022
Average net assets (in thousands)	$	175,327		$	233,997		$	259,581		$	194,014		$	139,228		$	139,758
Ratios to average net assets:4
Net investment income (loss)		(1.06	)%5		(1.40	)%		(1.20	)%		(0.93	)%		0.15	%		0.85	%
Total expenses6		2.65	%5		2.32	%		2.18	%		2.24	%		2.32	%		2.16	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.58	%5		2.27	%		2.13	%		2.19	%		2.28	%		2.13	%
Portfolio turnover rate		153	%		181	%		58	%		117	%		135	%		51	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	2.70	%
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.

27 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29			October 31,			October 31,			October 31,
Class N	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	24.80		$	25.34		$	23.91		$	22.72		$	33.68		$	29.68
Income (loss) from investment operations:
Net investment income (loss)2		(.07	)		(.24	)		(.19	)		(.12	)		.17			.40
Net realized and unrealized gain (loss)		(.33	)		.21			1.62			2.16			(5.54	)		5.10
Total from investment operations		(.40	)		(.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		(2.14	)		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			—			(.06	)		—			—
Total dividends and/or distributions to shareholders		(2.14	)		(.51	)		—			(.85	)		(5.59	)		(1.50	)
Net asset value, end of period	$	22.26		$	24.80		$	25.34		$	23.91		$	22.72		$	33.68
Total Return, at Net Asset Value3		(1.47	)%		(0.18	)%		5.98	%		9.58	%		(18.89	)%		19.26	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	32,944		$	39,916		$	46,237		$	36,363		$	17,858		$	22,007
Average net assets (in thousands)	$	36,918		$	45,004		$	43,184		$	25,939		$	20,349		$	21,086
Ratios to average net assets:4
Net investment income (loss)		(0.61	)%5		(0.95	)%		(0.79	)%		(0.52	)%		0.62	%		1.28	%
Total expenses6		2.19	%5		1.87	%		1.77	%		1.83	%		1.90	%		1.73	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.12	%5		1.82	%		1.71	%		1.77	%		1.84	%		1.70	%
Portfolio turnover rate		153	%		181	%		58	%		117	%		135	%		51	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
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.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	2.24	%
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.

28 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29			October 31,			October 31,			October 31,
Class Y	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	25.97		$	26.35		$	24.70		$	23.30		$	34.39		$	30.28
Income (loss) from investment operations:
Net investment income (loss)2		—	3		(.09	)		(.04	)		.02			.30			.56
Net realized and unrealized gain (loss)		(.35	)		.22			1.69			2.23			(5.65	)		5.20
Total from investment operations		(.35	)		.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		(2.14	)		(.51	)		—			(.79	)		(2.26	)		(1.23	)
Tax return of capital distribution		—			—			—			(.06	)		—			—
Total dividends and/or distributions to shareholders		(2.14	)		(.51	)		—			(.85	)		(5.74	)		(1.65	)
Net asset value, end of period	$	23.48		$	25.97		$	26.35		$	24.70		$	23.30		$	34.39
Total Return, at Net Asset Value4		(1.19	)%		0.45	%		6.68	%		10.27	%		(18.45	)%		19.85	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	27,789		$	53,803		$	50,445		$	37,726		$	18,693		$	14,784
Average net assets (in thousands)	$	35,398		$	58,196		$	50,667		$	32,544		$	17,505		$	15,189
Ratios to average net assets:5
Net investment income (loss)		0.01	%6		(0.34	)%		(0.14	)%		0.10	%		1.08	%		1.77	%
Total expenses7		1.60	%6		1.25	%		1.11	%		1.18	%		1.35	%		1.25	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.53	%6		1.20	%		1.06	%		1.13	%		1.31	%		1.21	%
Portfolio turnover rate		153	%		181	%		58	%		117	%		135	%		51	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Less than $0.005 per share.
4.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
5.	Annualized for periods less than one full year.
6.	Includes the Fund’s share of the allocated expenses and/or net investment income from the master funds.
7.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	1.65	%
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.

29 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies

Oppenheimer Flexible Strategies Fund (the “Fund”), formerly Oppenheimer Quest Opportunity Value Fund, a series of Oppenheimer Quest For Value Funds, is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek 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.

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.

Event-Linked Bonds. The Fund may invest in “event-linked” bonds. Event-linked bonds, which are sometimes referred to as “catastrophe” bonds, are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other occurrence that leads to physical or economic loss. If the trigger event occurs prior to maturity, the Fund may lose all or a portion of its principal in addition to interest otherwise due from the security. Event-linked bonds may expose the Fund to certain other risks, including issuer default, adverse regulatory or jurisdictional interpretations, liquidity risk and adverse tax consequences. The Fund records the net change in market value of event-linked bonds on the Statement of Operations as a change in unrealized appreciation

30 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

or depreciation on investments. The Fund records a realized gain or loss on the Statement of Operations upon the sale or maturity of such securities.

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 cash or securities at its custodian which are pledged for the benefit of the lending broker and/or to deposit and pledge cash directly at the lending broker, with a value equal to a certain percentage, exceeding 100%, of the value of the securities that it sold short. Cash that has been segregated and pledged for this purpose will be disclosed on the Statement of Assets and Liabilities; securities that have been segregated and pledged for this purpose are disclosed as such in the Statement of Investments. The aggregate market value of such cash and securities at period end is $223,381,790. 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.

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 Fund. 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 Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC (the “Master Fund”). The 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 Fund’s investments in the Master Fund is included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investment in each Master Fund according to its allocated pro-rata share, based on its

31 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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 Fund. As a shareholder, the Fund is subject to its proportional share of the Master Fund 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 the Master Fund.

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. 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.

During the fiscal year ended October 31, 2011, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. The Fund had straddle losses of $169,405. Details of the fiscal year ended October 31, 2011 capital loss carryforwards

32 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

Expiring
No expiration	$	169,405

As of April 30, 2012, it is estimated that the capital loss carryforwards would be $114,029,830 which will not expire. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended April 30, 2012, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

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

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of April 30, 2012 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	$	1,107,026,689
Federal tax cost of other investments		(177,559,597	)
Total federal tax cost	$	929,467,092
Gross unrealized appreciation	$	78,093,685
Gross unrealized depreciation		(48,597,539	)
Net unrealized appreciation	$	29,496,146

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 with respect to their benefits under the Plan. During the six months ended April 30, 2012, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Payments Made to Retired Trustees	$	24,723
Accumulated Liability as of April 30, 2012		212,066

33 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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 and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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

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

34 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

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. 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.

Valuation Methods and inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

     The following methodologies are used to determine the market value or the fair value of the types of securities described below:

     Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security of a foreign issuer traded on a foreign exchange but not listed on a registered U.S. securities exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

35 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation 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.

     Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

     Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

     Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers.

     Forward foreign currency exchange contracts are valued utilizing current and forward currency rates obtained from third party pricing services. When the settlement date of a contract is an interim date for which a quotation is not available, interpolated values are derived using the nearest dated forward currency rate.

     Futures contracts and futures options 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.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

	Standard inputs generally considered
Security Type	by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Structured securities	Relevant market information such as the price of underlying financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, or the occurrence of other specific events.
Swaps	Relevant market information, including underlying reference assets such as credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates.

36 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

37 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation Continued

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2012 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	$	41,646,639		$	—		$	—	$	41,646,639
Consumer Staples		60,125,954			—			—		60,125,954
Energy		69,333,896			—			—		69,333,896
Financials		81,833,909			8,910,000			—		90,743,909
Health Care		48,954,781			—			—		48,954,781
Industrials		44,974,372			—			—		44,974,372
Information Technology		79,497,656			—			—		79,497,656
Materials		43,445,190			—			—		43,445,190
Utilities		12,127,365			—			—		12,127,365
Preferred Stocks		—			6,195,634			—		6,195,634
Asset-Backed Securities		—			27,115,882			—		27,115,882
Mortgage-Backed Obligations		—			18,049,212			—		18,049,212
Non-Convertible Corporate Bonds and Notes		—			10,243,750			—		10,243,750
Convertible Corporate Bonds and Notes		—			46,916,250			—		46,916,250
Event-Linked Bonds		—			6,187,300			—		6,187,300
Options Purchased		549,500			—			—		549,500
Swaptions Purchased		—			6,116,187			—		6,116,187
Structured Securities		—			9,948,944			95,429		10,044,373
Investment Companies		529,224,063			—			—		529,224,063
Total Investments, at Value		1,011,713,325			139,683,159			95,429		1,151,491,913
Other Financial Instruments:
Depreciated swaps, at value		—			3,656,988			—		3,656,988
Total Assets	$	1,011,713,325		$	143,340,147		$	95,429	$	1,155,148,901
Liabilities Table
Other Financial Instruments:
Common Stock Securities Sold Short	$	(107,612,053	)	$	—		$	—	$	(107,612,053	)
Investment Company Securities Sold Short		(75,955,767	)		—			—		(75,955,767	)
Appreciated options written, at value		(150,300	)		—			—		(150,300	)
Foreign currency exchange contracts		—			(23,131	)		—		(23,131	)
Futures margins		(73,505	)		—			—		(73,505	)
Total Liabilities	$	(183,791,625	)	$	(23,131	)	$	—	$	(183,814,756	)

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.

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

38 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

3. 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:

	Six Months Ended April 30, 2012						Year Ended October 31, 2011
	Shares			Amount			Shares			Amount
Class A
Sold		1,200,662		$	27,985,047			3,804,285		$	101,386,842
Dividends and/or distributions reinvested		3,529,266			79,937,873			845,456			22,336,949
Redeemed		(7,515,875	)		(175,008,730	)		(11,843,997	)		(314,828,971	)
Net decrease		(2,785,947	)	$	(67,085,810	)		(7,194,256	)	$	(191,105,180	)
Class B
Sold		167,247		$	3,564,789			417,497		$	10,363,163
Dividends and/or distributions reinvested		281,996			5,857,047			72,919			1,795,279
Redeemed		(684,411	)		(14,623,019	)		(1,345,943	)		(33,509,581	)
Net decrease		(235,168	)	$	(5,201,183	)		(855,527	)	$	(21,351,139	)
Class C
Sold		407,975		$	8,678,163			1,176,984		$	29,154,350
Dividends and/or distributions reinvested		761,423			15,814,760			180,408			4,434,430
Redeemed		(2,220,095	)		(47,209,217	)		(3,084,225	)		(75,947,695	)
Net decrease		(1,050,697	)	$	(22,716,294	)		(1,726,833	)	$	(42,358,915	)
	��
Class N
Sold		120,696		$	2,744,527			443,375		$	11,450,888
Dividends and/or distributions reinvested		147,407			3,231,158			33,046			849,630
Redeemed		(397,663	)		(8,888,133	)		(691,594	)		(17,916,603	)
Net decrease		(129,560	)	$	(2,912,448	)		(215,173	)	$	(5,616,085	)
Class Y
Sold		153,210		$	3,580,986			1,297,635		$	35,176,205
Dividends and/or distributions reinvested		119,803			2,763,856			21,473			575,046
Redeemed		(1,161,566	)		(28,163,184	)		(1,161,706	)		(31,043,287	)
Net increase (decrease)		(888,553	)	$	(21,818,342	)		157,402		$	4,707,964

4. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended April 30, 2012, were as follows:

	Purchases		Sales
Investment securities	$	619,741,202	$	965,885,094

39 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

5. Fees and Other Transactions with Affiliates

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

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

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 six months ended April 30, 2012, the Fund paid $1,612,251 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.

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

40 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

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 March 31, 2012 were as follows:

Class C	$	11,525,610
Class N		1,067,166

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		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
Six Months	Retained by		Retained by		Retained by		Retained by		Retained by
Ended	Distributor		Distributor		Distributor		Distributor		Distributor
April 30, 2012	$	91,758	$	4,126	$	61,526	$	10,737	$	338

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 investments in underlying funds managed by the Manager or its affiliates. During the six months ended April 30, 2012, the Manager waived fees and/or reimbursed the Fund $406,403 for management fees.

     OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class; this limit also applied to Class A shares prior to January 1, 2012. Effective January 1, 2012, OFS has voluntarily agreed to limit its fees for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2012, OFS waived transfer and shareholder servicing agent fees as follows:

Class B $ 22,306

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.

     During the six months ended April 30, 2012, the Manager voluntarily reimbursed the Fund $56,200 for certain transactions. The payment is reported separately in the Statement of Operations and increased the Fund’s total returns by less than 0.005%.

41 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. 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.

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.

42 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

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.

     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.

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 April 30, 2012, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $9,773,175 , 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 $9,750,044 as of April 30, 2012. 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.

43 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6.	Risk Exposures and the Use of Derivative Instruments Continued
	As of April 30, 2012 the Fund has required certain counterparties to post collateral of $9,974,807.
	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.
	As of April 30, 2012, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $0 for which the Fund has posted collateral of $110,000. If a contingent feature would have been triggered as of April 30, 2012, the Fund could have been required to pay this amount in cash to its counterparties. If the Fund fails to perform under these contracts and agreements, the cash and/or securities posted as collateral will be made available to the counterparty. Cash posted as collateral for these contracts, if any, is reported on the Statement of Assets and Liabilities; securities posted as collateral, if any, are reported on the Statement of Investments.

Valuations of derivative instruments as of April 30, 2012 are as follows:

	Asset Derivatives				Liability Derivatives
	Statement of				Statement of
Derivatives Not	Assets and				Assets and
Accounted for as	Liabilities				Liabilities
Hedging Instruments	Location	Value			Location	Value
Credit contracts	Depreciated swaps, at value	$	3,656,988
Equity contracts	Investments, at value		462,000	**	Appreciated options written, at value	$	150,300
Foreign exchange contracts					Unrealized depreciation on foreign currency exchange contracts		23,131
Interest rate contracts	Investments, at value		6,203,687	**	Futures margins		73,505	*
Total		$	10,322,675			$	246,936

*	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 and purchased swaptions.

44 |  OPPENHEIMER FLEXIBLE STRATEGIES 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	unaffiliated
Not	companies			Closing and
Accounted	(including			expiration of		Closing and
for as	premiums			option		expiration			Foreign
Hedging	on options			contracts		of futures			currency			Swap
Instruments	exercised)*			written		contracts			transactions			contracts			Total
Credit contracts	$	—		$	—	$	—		$	—		$	(2,105,576	)	$	(2,105,576	)
Equity contracts		(576,936	)		382,247		—			—			—			(194,689	)
Foreign exchange contracts		—			—		—			(222,067	)		—			(222,067	)
Interest rate contracts		(1,861,044	)		—		(967,383	)		—			—			(2,828,427	)
Volatility contracts		(869,068	)		—		—			—			—			(869,068	)
Total	$	(3,307,048	)	$	382,247	$	(967,383	)	$	(222,067	)	$	(2,105,576	)	$	(6,219,827	)

* 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								Translation of
Not								assets and
Accounted								liabilities
for as				Option				denominated
Hedging				contracts		Futures		in foreign			Swap
Instruments	Investments*			written		contracts		currencies			contracts			Total
Credit contracts	$	—		$	—	$	—	$	—		$	(931,853	)	$	(931,853	)
Equity contracts		(472,749	)		52,334		—		—			—			(420,415	)
Foreign exchange contracts		—			—		—		(23,131	)		—			(23,131	)
Interest rate contracts		(2,230,461	)		—		82,671		—			—			(2,147,790	)
Total	$	(2,703,210	)	$	52,334	$	82,671	$	(23,131	)	$	(931,853	)	$	(3,523,189	)

* 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. The 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.

45 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

     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 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 six months ended April 30, 2012, the Fund had daily average contract amounts on forward foreign currency contracts to buy and sell of $163,050 and $12,561,316, 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 sold futures contracts on various bonds and notes to decrease exposure to interest rate risk.

46 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $4,305,315 on futures contracts sold.

     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 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 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 call options on treasury and/or euro 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.

     The Fund has purchased put options on treasury and/or euro futures to decrease exposure to interest 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 volatility indexes to increase exposure to volatility risk. A purchased call option becomes more valuable as the level of the underlying volatility index increases relative to the strike price.

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $1,092,281 and $15,697 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

47 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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 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.

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $39,286 and $80,871 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 six months ended April 30, 2012 was as follows:

	Call Options						Put Options
	Number						Number
	of			Amount of			of			Amount of
	Contracts			Premiums			Contracts			Premiums
Options outstanding as of October 31, 2011		—		$	—			—		$	—
Options written		1,900			355,247			1,050			443,816
Options closed or expired		(1,000	)		(42,975	)		(900	)		(339,272	)
Options exercised		(600	)		(214,182	)		—			—
Options outstanding as of April 30, 2012		300		$	98,090			150		$	104,544

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 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,

48 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

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

49 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6.	Risk Exposures and the Use of Derivative Instruments Continued
	The Fund has purchased credit protection through credit default swaps to take an outright negative investment perspective on the credit risk of individual securities and/or indexes as opposed to decreasing its credit risk exposure related to similar debt securities held by the Fund.

     For the six months ended April 30, 2012, the Fund had ending monthly average notional amounts of $82,758,550 on credit default swaps to buy protection

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

Swaption Transactions

The Fund may enter into a swaption contract which grants the purchaser the right, but not the obligation, to enter into a swap transaction at preset terms detailed in the underlying agreement within a specified period of time. The purchaser pays a premium to the swaption writer who bears the risk of unfavorable changes in the preset terms on the underlying swap.

     Swaptions are marked to market daily using primarily portfolio pricing services or quotations from counterparties and brokers. Purchased swaptions are reported as a component of investments in the Statement of Investments, the Statement of Assets and Liabilities and the Statement of Operations. Written swaptions are reported on a schedule following the Statement of Investments and their value is reported as a separate asset or liability line item in the Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Statement of Operations. When a swaption is exercised, the cost of the swap is adjusted by the amount of premium paid or received. Upon the expiration or closing of an unexercised swaption contract, a gain or loss is reported in the Statement of Operations for the amount of the premium paid or received.

     The Fund generally will incur a greater risk when it writes a swaption than when it purchases a swaption. When the Fund writes a swaption it will become obligated, upon exercise of the swaption, according to the terms of the underlying agreement. Swaption contracts written by the Fund do not give rise to counterparty credit risk as they obligate the Fund, not its counterparty, to perform. When the Fund purchases a swaption it only risks losing the amount of the premium it paid if the swaption expires unexercised. However, when the Fund exercises a purchased swaption there is a risk that the counterparty will fail to perform or otherwise default on its obligations under the swaption contract.

     The Fund has purchased swaptions which gives it the option to enter into an interest rate swap in which it pays a fixed interest rate and receives a floating interest rate in order to decrease exposure to interest rate risk. A purchased swaption of this type becomes more valuable as the reference interest rate appreciates relative to the preset interest rate.

     During the six months ended April 30, 2012, the Fund had an ending monthly average market value of $4,099,904 on purchased swaptions.

50 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

7. Restricted Securities

As of April 30, 2012, 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.

8. 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.

     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

51 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Pending Litigation Continued

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.

52 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

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

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

Householding—Delivery of Shareholder Documents

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

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

53 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

OPPENHEIMER FLEXIBLE STRATEGIES FUND

A Series of Oppenheimer Quest For Value Funds

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	David K. Downes, Trustee
	Matthew P. Fink, Trustee
	Phillip A. Griffiths, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Mary Ann Tynan, Trustee
	Joseph M. Wikler, Trustee
	Peter I. Wold, Trustee
	William F. Glavin, Jr., Trustee, President and Principal Executive Officer
	Michelle Borré, Vice President
	Arthur S. Gabinet, Secretary and Chief Legal Officer
	Christina M. Nasta, Vice President and Chief Business Officer
	Mark S. Vandehey, Vice President and Chief Compliance Officer
	Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer
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
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

©2012 OppenheimerFunds, Inc. All rights reserved.

54 |  OPPENHEIMER FLEXIBLE STRATEGIES 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.

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.

55 |  OPPENHEIMER FLEXIBLE STRATEGIES 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 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.CALL OPP (225.5677).

56 |  OPPENHEIMER FLEXIBLE STRATEGIES FUND

TOP HOLDINGS AND ALLOCATIONS

Top Ten Common Stock Industries
Insurance	9.5	%
Commercial Banks	8.8
Machinery	6.5
Health Care Providers & Services	5.9
Oil, Gas & Consumable Fuels	4.9
Chemicals	4.5
Electric Utilities	4.0
Software	3.7
Household Durables	3.6
Food Products	3.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on net assets.

Top Ten Common Stock Holdings
Tyco International Ltd.	2.9	%
M&T Bank Corp.	2.5
Everest Re Group Ltd.	2.3
Mosaic Co. (The)	2.1
Newell Rubbermaid, Inc.	2.1
DaVita, Inc.	2.0
Reinsurance Group of America, Inc.	2.0
Navistar International Corp.	1.9
Electronic Arts, Inc.	1.9
Progressive Corp.	1.8

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

7 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

TOP HOLDINGS AND ALLOCATIONS

Sector Allocation

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2012, and are based on the total market value of common stocks.

8 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES

Total returns include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. Cumulative total returns are not annualized. 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.

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

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 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 I shares of the Fund were first publicly offered on 2/28/12. Class I shares are only offered to eligible institutional investors that make a minimum initial investment of $5 million or more per account and to retirement plan service provider platforms. There is no sales charge for Class I shares.

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 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 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.

9 | OPPENHEIMER SMALL- & MID- CAP VALUE 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 April 30, 2012.

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.

10 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
	November 1, 2011		April 30, 2012		April 30, 20121,2
Actual
Class A	$	1,000.00	$	1,050.90	$	6.34
Class B		1,000.00		1,046.50		10.89
Class C		1,000.00		1,046.80		10.43
Class I		1,000.00		985.40		1.21
Class N		1,000.00		1,049.40		8.03
Class Y		1,000.00		1,053.00		4.60
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.70		6.24
Class B		1,000.00		1,014.27		10.72
Class C		1,000.00		1,014.72		10.27
Class I		1,000.00		1,021.33		3.57
Class N		1,000.00		1,017.06		7.90
Class Y		1,000.00		1,020.39		4.53

1.

Actual expenses paid for Classes A, B, C, N and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 63/366 to reflect the period from February 28, 2012 (inception of offering) to April 30, 2012.

2.

Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

Those annualized expense ratios, excluding indirect expenses from affiliated fund, based on the 6-month period ended April 30, 2012 for Classes A, B, C, N and Y and for the period from February 28, 2012 (inception of offering) to April 30, 2012 for Class I are as follows:

Class	Expense Ratios
Class A		1.24	%
Class B		2.13
Class C		2.04
Class I		0.71
Class N		1.57
Class Y		0.90

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.

11 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF INVESTMENTS April 30, 2012 / Unaudited

	Shares		Value
Common Stocks—96.8%
Consumer Discretionary—11.0%
Auto Components—1.4%
Lear Corp.		600,000	$	24,900,000
Hotels, Restaurants & Leisure—0.8%
Pinnacle Entertainment, Inc.1		1,200,000		13,320,000
Household Durables—3.6%
Mohawk Industries, Inc.1		400,000		26,808,000
Newell Rubbermaid, Inc.		2,000,000		36,400,000
				63,208,000
Leisure Equipment & Products—2.8%
Hasbro, Inc.		600,000		22,044,000
Mattel, Inc.		800,000		26,880,000
				48,924,000
Specialty Retail—1.4%
Abercrombie & Fitch Co., Cl. A		500,000		25,085,000
Textiles, Apparel & Luxury Goods—1.0%
PVH Corp.		200,000		17,760,000
Consumer Staples—6.6%
Food & Staples Retailing—0.5%
Kroger Co. (The)		400,000		9,308,000
Food Products—3.6%
Adecoagro SA1		1,000,000		8,920,000
ConAgra Foods, Inc.		700,000		18,074,000
J.M. Smucker Co. (The)		225,000		17,916,750
Sara Lee Corp.		800,000		17,632,000
				62,542,750
Household Products—2.5%
Church & Dwight Co., Inc.		300,000		15,240,000
Energizer Holdings, Inc.1		400,000		28,532,000
				43,772,000
Energy—7.8%
Energy Equipment & Services—2.9%
Ensco plc, Sponsored ADR		350,000		19,127,500
Nabors Industries Ltd.1		850,000		14,152,500
Tidewater, Inc.		300,000		16,509,000
				49,789,000
Oil, Gas & Consumable Fuels—4.9%
Alpha Natural Resources, Inc.1		500,000		8,065,000
Bill Barrett Corp.1		800,000		19,184,000
Cimarex Energy Co.		225,000		15,549,750
EQT Corp.		300,000		14,946,000
Noble Energy, Inc.		100,000		9,932,000
Whiting Petroleum Corp.1		325,000		18,590,000
				86,266,750
Financials—23.3%
Capital Markets—3.5%
Affiliated Managers Group, Inc.1		150,000		17,043,000
Lazard Ltd., Cl. A		400,000		11,004,000
Northern Trust Corp.		300,000		14,277,000
Raymond James Financial, Inc.		500,000		18,310,000
				60,634,000
Commercial Banks—8.8%
Fifth Third Bancorp		1,250,000		17,787,500
M&T Bank Corp.		500,000		43,135,000
Prosperity Bancshares, Inc.		500,000		23,325,000
Signature Bank1		450,000		29,560,500
SunTrust Banks, Inc.		400,000		9,712,000
Zions Bancorp		1,500,000		30,585,000
				154,105,000

12 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Shares		Value
Insurance—9.5%
ACE Ltd.		300,000	$	22,791,000
Aon plc		300,000		15,540,000
Brown & Brown, Inc.		800,000		21,576,000
Everest Re Group Ltd.		400,000		39,640,000
Progressive Corp.		1,500,000		31,950,000
Reinsurance Group of America, Inc.		600,000		34,884,000
				166,381,000
Real Estate Investment Trusts—1.1%
BioMed Realty Trust, Inc.		1,000,000		19,820,000
Real Estate Management & Development—0.4%
Jones Lang LaSalle, Inc.		100,000		7,994,000
Health Care—8.1%
Health Care Providers & Services—5.9%
Aetna, Inc.		400,000		17,616,000
DaVita, Inc.1		400,000		35,432,000
Humana, Inc.		300,000		24,204,000
Universal Health Services, Inc., Cl. B		600,000		25,626,000
				102,878,000
Life Sciences Tools & Services—0.7%
Agilent Technologies, Inc.		300,000		12,654,000
Pharmaceuticals—1.5%
Mylan, Inc.1		1,200,000		26,052,000
Industrials—13.3%
Airlines—0.6%
United Continental Holdings, Inc.1		500,000		10,960,000
Commercial Services & Supplies—0.9%
Republic Services, Inc.		600,000		16,422,000
Construction & Engineering—0.3%
Quanta Services, Inc.1		238,540		5,276,505
Electrical Equipment—1.1%
Cooper Industries plc		300,000		18,771,000
Industrial Conglomerates—2.9%
Tyco International Ltd.		900,000		50,517,000
Machinery—6.5%
AGCO Corp.1		600,000		27,942,000
Navistar International Corp.1		1,000,000		33,950,000
SPX Corp.		300,000		23,034,000
Stanley Black & Decker, Inc.		400,000		29,264,000
				114,190,000
Trading Companies & Distributors—1.0%
AerCap Holdings NV1		1,500,000		17,370,000
Information Technology—10.0%
Communications Equipment—2.7%
Ciena Corp.1		1,500,000		22,230,000
Juniper Networks, Inc.1		1,200,000		25,716,000
				47,946,000
Computers & Peripherals—0.7%
Western Digital Corp.1		300,000		11,643,000
IT Services—0.0%
TeleTech Holdings, Inc.1		21,520		326,028
Semiconductors & Semiconductor Equipment—2.9%
Atmel Corp.1		1,000,000		8,870,000
Marvell Technology Group Ltd.1		1,200,000		18,012,000
Skyworks Solutions, Inc.1		600,000		16,284,000
Xilinx, Inc.		200,000		7,276,000
				50,442,000
Software—3.7%
Electronic Arts, Inc.1		2,200,000		33,836,000
Take-Two Interactive Software, Inc.1		2,200,000		31,020,000
				64,856,000
Materials—7.4%
Chemicals—4.5%
Airgas, Inc.		250,000		22,910,000
Celanese Corp., Series A		400,000		19,384,000

13 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares			Value
Chemicals Continued
Mosaic Co. (The)		700,000		$	36,974,000
					79,268,000
Containers & Packaging—1.4%
Rock-Tenn Co., Cl. A		400,000			24,932,000
Metals & Mining—1.5%
Allegheny Technologies, Inc.		600,000			25,764,000
Telecommunication Services—0.8%
Wireless Telecommunication Services—0.8%
NII Holdings, Inc.1		1,000,000			13,995,000
Utilities—8.5%
Electric Utilities—4.0%
Cleco Corp.		500,000			20,400,000
NV Energy, Inc.		1,500,000			24,975,000
Pepco Holdings, Inc.		1,300,000			24,596,000
					69,971,000
Energy Traders—0.3%
GenOn Energy, Inc.1		2,000,000			4,260,000
Gas Utilities—1.6%
AGL Resources, Inc.		700,000			27,601,000
Multi-Utilities—2.6%
CMS Energy Corp.		1,200,000			27,588,000
SCANA Corp.		400,000			18,448,000
					46,036,000
Total Common Stocks (Cost $1,470,066,576)					1,695,940,033
Investment Company—4.0%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.23%2,3 (Cost $70,917,498)		70,917,498			70,917,498
Total Investments, at Value (Cost $1,540,984,074)		100.8	%		1,766,857,531
Liabilities in Excess of Other Assets		(0.8	)		(13,918,043	)
Net Assets		100.0	%	$	1,752,939,488

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 April 30, 2012, 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 31, 2011		Additions		Reductions		April 30, 2012
Oppenheimer Institutional Money Market Fund, Cl. E		152,351,538		307,249,619		388,683,659		70,917,498

	Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E	$	70,917,498		$	75,469

3. Rate shown is the 7-day yield as of April 30, 2012.

See accompanying Notes to Financial Statements.

14 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited

April 30, 2012
Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,470,066,576)	$	1,695,940,033
Affiliated companies (cost $70,917,498)		70,917,498
		1,766,857,531
Receivables and other assets:
Investments sold		2,251,598
Dividends		689,701
Other		194,365
Total assets		1,769,993,195
Liabilities
Bank overdraft		217
Payables and other liabilities:
Shares of beneficial interest redeemed		7,975,417
Investments purchased		7,469,425
Trustees’ compensation		587,717
Transfer and shareholder servicing agent fees		465,478
Distribution and service plan fees		352,492
Shareholder communications		173,764
Other		29,197
Total liabilities		17,053,707
Net Assets	$	1,752,939,488
Composition of Net Assets
Par value of shares of beneficial interest	$	575,386
Additional paid-in capital		2,280,285,144
Accumulated net investment income		82,209
Accumulated net realized loss on investments		(753,876,708	)
Net unrealized appreciation on investments		225,873,457
Net Assets	$	1,752,939,488

15 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,158,299,469 and 36,674,587 shares of beneficial interest outstanding)	$	31.58
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	33.51
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $69,704,067 and 2,601,945 shares of beneficial interest outstanding)	$	26.79
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $270,019,576 and 10,060,412 shares of beneficial interest outstanding)	$	26.84
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $9,854 and 304 shares of beneficial interest outstanding)	$	32.42
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $162,300,881 and 5,343,806 shares of beneficial interest outstanding)	$	30.37
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $92,605,641 and 2,857,554 shares of beneficial interest outstanding)	$	32.41

See accompanying Notes to Financial Statements.

16 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF OPERATIONS Unaudited

For the Six Months Ended April 30, 2012
Investment Income
Dividends:
Unaffiliated companies	$	13,465,535
Affiliated companies		75,469
Interest		706
Total investment income		13,541,710
Expenses
Management fees		6,155,677
Distribution and service plan fees:
Class A		1,484,913
Class B		380,572
Class C		1,372,444
Class N		418,624
Transfer and shareholder servicing agent fees:
Class A		2,031,421
Class B		221,109
Class C		489,516
Class I		1
Class N		324,935
Class Y		99,099
Shareholder communications:
Class A		60,111
Class B		14,779
Class C		16,689
Class N		6,482
Class Y		2,037
Trustees’ compensation		16,729
Custodian fees and expenses		4,276
Administration service fees		750
Other		101,417
Total expenses		13,201,581
Less waivers and reimbursements of expenses		(375,437	)
Net expenses		12,826,144
Net Investment Income		715,566

17 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF OPERATIONS Unaudited / Continued

Realized and Unrealized Gain
Net realized gain on investments from unaffiliated companies	$	45,915,271
Net change in unrealized appreciation/depreciation on investments		42,681,177
Net Increase in Net Assets Resulting from Operations	$	89,312,014

See accompanying Notes to Financial Statements.

18 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months			Year
	Ended			Ended
	April 30, 2012			October 31,
	(Unaudited)			2011
Operations
Net investment income (loss)	$	715,566		$	(1,408,123	)
Net realized gain		45,915,271			339,395,596
Net change in unrealized appreciation/depreciation		42,681,177			(260,818,079	)
Net increase in net assets resulting from operations		89,312,014			77,169,394
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(152,032,371	)		(376,168,519	)
Class B		(18,976,924	)		(43,495,600	)
Class C		(28,305,565	)		(56,497,898	)
Class I		10,000			—
Class N		(21,787,755	)		(55,964,532	)
Class Y		(12,403,313	)		(4,737,986	)
		(233,495,928	)		(536,864,535	)
Net Assets
Total decrease		(144,183,914	)		(459,695,141	)
Beginning of period		1,897,123,402			2,356,818,543
End of period (including accumulated net investment income (loss) of $82,209 and $(633,357), respectively)	$	1,752,939,488		$	1,897,123,402

See accompanying Notes to Financial Statements.

19 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class A	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	30.05		$	29.44		$	24.35		$	19.90		$	42.78		$	36.95
Income (loss) from investment operations:
Net investment income (loss)2		.04			.03			(.03	)		.03			.02			(.08	)
Net realized and unrealized gain (loss)		1.49			.58			5.12			4.43			(19.19	)		7.97
Total from investment operations		1.53			.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	$	31.58		$	30.05		$	29.44		$	24.35		$	19.90		$	42.78
Total Return, at Net Asset Value3		5.09	%		2.07	%		20.90	%		22.43	%		(48.93	)%		22.18	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,158,299		$	1,250,055		$	1,573,085		$	1,604,830		$	1,476,752		$	3,530,371
Average net assets (in thousands)	$	1,208,572		$	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)		0.25	%		0.11	%		(0.13	)%		0.13	%		0.06	%		(0.19	)%
Total expenses5		1.29	%		1.26	%		1.29	%		1.46	%		1.16	%		1.08	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.24	%		1.25	%		1.28	%		1.32	%		1.16	%		1.08	%
Portfolio turnover rate		29	%		89	%		71	%		99	%		94	%		115	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	1.29	%
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.

20 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class B	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	25.60		$	25.29		$	21.08		$	17.37		$	38.10		$	33.38
Income (loss) from investment operations:
Net investment loss2		(.08	)		(.20	)		(.22	)		(.12	)		(.22	)		(.36	)
Net realized and unrealized gain (loss)		1.27			.51			4.43			3.84			(16.80	)		7.14
Total from investment operations		1.19			.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	$	26.79		$	25.60		$	25.29		$	21.08		$	17.37		$	38.10
Total Return, at Net Asset Value3		4.65	%		1.23	%		19.97	%		21.44	%		(49.34	)%		21.18	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	69,704		$	85,100		$	123,847		$	135,576		$	132,365		$	367,688
Average net assets (in thousands)	$	76,556		$	113,687		$	131,255		$	123,578		$	256,533		$	370,633
Ratios to average net assets:4
Net investment loss		(0.63	)%		(0.71	)%		(0.91	)%		(0.67	)%		(0.75	)%		(1.00	)%
Total expenses5		2.31	%		2.30	%		2.31	%		2.49	%		1.96	%		1.90	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.13	%		2.08	%		2.07	%		2.13	%		1.96	%		1.90	%
Portfolio turnover rate		29	%		89	%		71	%		99	%		94	%		115	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	2.31	%
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.

21 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class C	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	25.64		$	25.32		$	21.10		$	17.38		$	38.10		$	33.36
Income (loss) from investment operations:
Net investment loss2		(.07	)		(.18	)		(.21	)		(.11	)		(.20	)		(.34	)
Net realized and unrealized gain (loss)		1.27			.50			4.43			3.84			(16.81	)		7.14
Total from investment operations		1.20			.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	$	26.84		$	25.64		$	25.32		$	21.10		$	17.38		$	38.10
Total Return, at Net Asset Value3		4.68	%		1.26	%		20.00	%		21.48	%		(49.30	)%		21.25	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	270,019		$	285,735		$	334,710		$	322,950		$	318,189		$	812,430
Average net assets (in thousands)	$	276,624		$	336,244		$	336,938		$	291,243		$	598,093		$	725,723
Ratios to average net assets:4
Net investment loss		(0.56	)%		(0.67	)%		(0.89	)%		(0.62	)%		(0.70	)%		(0.95	)%
Total expenses5		2.06	%		2.03	%		2.07	%		2.24	%		1.91	%		1.84	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.04	%		2.02	%		2.04	%		2.08	%		1.91	%		1.84	%
Portfolio turnover rate		29	%		89	%		71	%		99	%		94	%		115	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	2.06	%
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.

22 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Period Ended
	April 30, 20121
Class I	(Unaudited)
Per Share Operating Data
Net asset value, beginning of period	$	32.90
Income (loss) from investment operations:
Net investment income2		.03
Net realized and unrealized loss		(.51	)
Total from investment operations		(.48	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		—
Distributions from net realized gain		—
Total dividends and/or distributions to shareholders		—
Net asset value, end of period	$	32.42
Total Return, at Net Asset Value3		(1.46	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	10
Average net assets (in thousands)	$	10
Ratios to average net assets:4
Net investment income		0.56	%
Total expenses5		0.71	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.71	%
Portfolio turnover rate		29	%

1.	For the period from February 28, 2012 (inception of offering) to April 30, 2012.
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:

Period Ended April 30, 2012 0.71 %

See accompanying Notes to Financial Statements.

23 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class N	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	28.94		$	28.44		$	23.58		$	19.31		$	41.75		$	36.24
Income (loss) from investment operations:
Net investment loss2		(.01	)		(.05	)		(.10	)		(.02	)		(.09	)		(.22	)
Net realized and unrealized gain (loss)		1.44			.55			4.96			4.30			(18.64	)		7.79
Total from investment operations		1.43			.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	$	30.37		$	28.94		$	28.44		$	23.58		$	19.31		$	41.75
Total Return, at Net Asset Value3		4.94	%		1.76	%		20.61	%		22.19	%		(49.10	)%		21.71	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	162,301		$	176,002		$	224,132		$	218,401		$	187,639		$	397,075
Average net assets (in thousands)	$	168,650		$	213,872		$	227,923		$	192,372		$	320,483		$	325,526
Ratios to average net assets:4
Net investment loss		(0.08	)%		(0.17	)%		(0.38	)%		(0.09	)%		(0.29	)%		(0.55	)%
Total expenses5		1.59	%		1.54	%		1.62	%		1.86	%		1.56	%		1.45	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.57	%		1.53	%		1.52	%		1.54	%		1.50	%		1.45	%
Portfolio turnover rate		29	%		89	%		71	%		99	%		94	%		115	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	1.59	%
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.

24 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Six Months
	Ended			Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	April 30, 2012			October 31,			October 29,			October 31,			October 31,			October 31,
Class Y	(Unaudited)			2011			20101			2009			2008			2007
Per Share Operating Data
Net asset value, beginning of period	$	30.78		$	30.08		$	24.79		$	20.18		$	43.17		$	37.14
Income (loss) from investment operations:
Net investment income2		.09			.12			.06			.12			.14			.07
Net realized and unrealized gain (loss)		1.54			.58			5.23			4.50			(19.42	)		8.02
Total from investment operations		1.63			.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	$	32.41		$	30.78		$	30.08		$	24.79		$	20.18		$	43.17
Total Return, at Net Asset Value3		5.30	%		2.33	%		21.34	%		22.91	%		(48.73	)%		22.63	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	92,606		$	100,231		$	101,045		$	76,153		$	72,540		$	93,996
Average net assets (in thousands)	$	96,743		$	102,025		$	120,886		$	76,732		$	93,084		$	63,467
Ratios to average net assets:4
Net investment income		0.60	%		0.35	%		0.21	%		0.57	%		0.43	%		0.18	%
Total expenses5		0.90	%		1.00	%		0.91	%		0.93	%		0.76	%		0.72	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.90	%		0.99	%		0.90	%		0.92	%		0.76	%		0.72	%
Portfolio turnover rate		29	%		89	%		71	%		99	%		94	%		115	%

1.	October 29, 2010 represents the last business day of the Fund’s 2010 fiscal year.
2.	Per share amounts calculated based on the average shares outstanding during the period.
3.	Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
4.	Annualized for periods less than one full year.
5.	Total expenses including indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2012	0.90	%
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.

25 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited

1. Significant Accounting Policies

Oppenheimer Small- & Mid- Cap Value Fund (the “Fund”), a series of Oppenheimer Quest For Value Funds, is registered under the Investment Company Act of 1940, as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OppenheimerFunds, Inc. (the “Manager”).

     The Fund offers Class A, Class B, Class C, Class I, 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 I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Class I shares were first publicly offered on February 28, 2012.

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

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.

Allocation of Income, Expenses, Gains and Losses. Income, expenses (other than those attributable to a specific class), gains and losses are allocated on a daily basis to each class of shares based upon the relative proportion of net assets represented by such class. Operating expenses directly attributable to a specific class are charged against the operations of that class.

26 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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.

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. Details of the fiscal year ended October 31, 2011 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

Expiring
|
2017	$	766,040,637

As of April 30, 2012, it is estimated that the capital loss carryforwards would be $720,125,366 expiring by 2017. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the six months ended April 30, 2012, it is estimated that the Fund will utilize $45,915,271 of capital loss carryforward to offset realized capital gains.

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

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of April 30, 2012 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	$	1,576,606,156
Gross unrealized appreciation	$	241,624,388
Gross unrealized depreciation		(51,373,013	)
Net unrealized appreciation	$	190,251,375

27 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

1. Significant Accounting Policies Continued

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 with respect to their benefits under the Plan. During the six months ended April 30, 2012, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased (Decreased)	$	—
Payments Made to Retired Trustees		53,755
Accumulated Liability as of April 30, 2012		461,094

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 and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager. The tax character of distributions is determined as of the Fund’s fiscal year end. Therefore, a portion of the Fund’s distributions made to shareholders prior to the Fund’s fiscal year end may ultimately be categorized as a tax return of capital.

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

28 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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.

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. 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.

Valuation Methods and inputs

Securities are valued using unadjusted quoted market prices, when available, as supplied primarily by third party pricing services or dealers.

     The following methodologies are used to determine the market value or the fair value of the types of securities described below:

     Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the last sale price on the prior trading day, if it is within the spread of the current day’s closing “bid” and “asked” prices, and if not, at the current day’s closing bid price. A security

29 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation Continued

of a foreign issuer traded on a foreign exchange but not listed on a registered U.S. securities exchange is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority); (1) using a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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

     Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, event-linked bonds, loans, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices.

     Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

	Standard inputs generally considered
Security Type	by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is

30 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the Fund’s investments as of the reporting period end. These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

1)	Level 1—unadjusted quoted prices in active markets for identical assets or liabilities (including securities actively traded on a securities exchange)
2)	Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)
3)	Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

     The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2012 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	$	193,197,000	$	—	$	—	$	193,197,000
Consumer Staples		115,622,750		—		—		115,622,750
Energy		136,055,750		—		—		136,055,750
Financials		408,934,000		—		—		408,934,000
Health Care		141,584,000		—		—		141,584,000

31 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Securities Valuation Continued

					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value
Assets Table
Investments, at Value Continued
Industrials	$	233,506,505	$	—	$	—	$	233,506,505
Information Technology		175,213,028		—		—		175,213,028
Materials		129,964,000		—		—		129,964,000
Telecommunication Services		13,995,000		—		—		13,995,000
Utilities		147,868,000		—		—		147,868,000
Investment Company		70,917,498		—		—		70,917,498
Total Assets	$	1,766,857,531	$	—	$	—	$	1,766,857,531

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.

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

3. 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:

	Six Months Ended April 30, 20121						Year Ended October 31, 2011
	Shares			Amount			Shares			Amount
Class A
Sold		2,416,374		$	74,372,565			8,259,826		$	265,428,352
Redeemed		(7,342,048	)		(226,404,936	)		(20,089,378	)		(641,596,871	)
Net decrease		(4,925,674	)	$	(152,032,371	)		(11,829,552	)	$	(376,168,519	)
Class B
Sold		143,926		$	3,772,287			480,437		$	13,228,436
Redeemed		(865,947	)		(22,749,211	)		(2,053,000	)		(56,724,036	)
Net decrease		(722,021	)	$	(18,976,924	)		(1,572,563	)	$	(43,495,600	)
Class C
Sold		671,919		$	17,640,139			1,609,596		$	44,219,293
Redeemed		(1,756,226	)		(45,945,704	)		(3,686,519	)		(100,717,191	)
Net decrease		(1,084,307	)	$	(28,305,565	)		(2,076,923	)	$	(56,497,898	)
Class I
Sold		304		$	10,000			—		$	—
Redeemed		—			—			—			—
Net increase		304		$	10,000			—		$	—

32 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Six Months Ended April 30, 20121						Year Ended October 31, 2011
	Shares			Amount			Shares			Amount
Class N
Sold		577,077		$	16,973,907			1,564,348		$	48,313,982
Redeemed		(1,313,904	)		(38,761,662	)		(3,364,859	)		(104,278,514	)
Net decrease		(736,827	)	$	(21,787,755	)		(1,800,511	)	$	(55,964,532	)
Class Y
Sold		482,095		$	15,234,220			1,560,931		$	50,851,197
Redeemed		(880,798	)		(27,637,533	)		(1,663,636	)		(55,589,183	)
Net decrease		(398,703	)	$	(12,403,313	)		(102,705	)	$	(4,737,986	)

1. For the six months ended April 30, 2012 for Class A, Class B, Class C, Class N and Class Y shares, and for the period from February 28, 2012 (inception of offering) to April 30, 2012, for Class I shares.

4. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the six months ended April 30, 2012, were as follows:

	Purchases		Sales
Investment securities	$	513,005,245	$	682,722,243

5. Fees and Other Transactions with Affiliates

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

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.

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 six months ended April 30, 2012, the Fund paid $2,959,227 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

33 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

5. Fees and Other Transactions with Affiliates Continued

Fund’s principal underwriter in the continuous public offering of the Fund’s classes of shares.

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 March 31, 2012 were as follows:

Class C	$	8,982,465
Class N		4,680,324

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		Contingent		Contingent		Contingent
	Front-End		Deferred		Deferred		Deferred		Deferred
	Sales Charges		Sales Charges		Sales Charges		Sales Charges		Sales Charges
Six Months	Retained by		Retained by		Retained by		Retained by		Retained by
Ended	Distributor		Distributor		Distributor		Distributor		Distributor
April 30, 2012		$121,585		$2,102		$74,577		$6,785		$236

34 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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 six months ended April 30, 2012, the Manager waived fees and/or reimbursed the Fund $35,777 for IMMF management fees.

     OFS has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class; this limit also applied to Class A shares prior to January 1, 2012. Effective January 1, 2012, OFS has voluntarily agreed to limit its fees for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2012, OFS waived transfer and shareholder servicing agent fees as follows:

Class A	$	256,435
Class B		65,530
Class C		11,981
Class N		5,714

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

6. Pending Litigation

Since 2009, 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.

     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,

35 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Pending Litigation Continued

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.

     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

36 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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.

37 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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

The Fund has adopted Portfolio Proxy Voting Policies and Procedures under which the Fund votes proxies relating to securities (“portfolio proxies”) held by the Fund. A description of the Fund’s Portfolio Proxy Voting Policies and Procedures is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), (ii) on the Fund’s website at oppenheimerfunds.com, and (iii) on the SEC’s website at www.sec.gov. In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the 12 months ended June 30th, no later than August 31st of each year. The Fund’s voting record is available (i) without charge, upon request, by calling the Fund toll-free at 1.800.CALL OPP (225.5677), and (ii) in the Form N-PX filing on the SEC’s website at www.sec.gov.

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

Householding—Delivery of Shareholder Documents

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

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

38 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

OPPENHEIMER SMALL- & MID- CAP VALUE FUND

A Series of Oppenheimer Quest For Value Fund, Inc.
Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	David K. Downes, Trustee
	Matthew P. Fink, Trustee
	Phillip A. Griffiths, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Mary Ann Tynan, Trustee
	Joseph M. Wikler, Trustee
	Peter I. Wold, Trustee
	William F. Glavin, Jr., Trustee, President and Principal Executive Officer
	John Damian, Vice President
	Arthur S. Gabinet, Secretary and Chief Legal Officer
	Christina M. Nasta, Vice President and Chief Business Officer
	Mark S. Vandehey, Vice President and Chief Compliance Officer
	Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer
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
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

©2012 OppenheimerFunds, Inc. All rights reserved.

39 | 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

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

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

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

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

Protection of Information

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

Disclosure of Information

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.

40 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Internet Security and Encryption

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

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

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

• 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 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.CALL OPP (225.5677).

41 | OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

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

1. 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.

2. 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.

3. 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.

4. 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.”

5. 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 4/30/2012, 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)       Not applicable to semiannual reports.

(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: 6/11/2012

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: 6/11/2012

By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer

Date: 6/11/2012