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

OFI Global Asset Management, 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: 4/30/2013

Item 1. Reports to Stockholders.

4 30 2013

SEMIANNUAL REPORT

Oppenheimer Global Allocation Fund

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	6
Fund Expenses	10
Statement of Investments	12
Statement of Assets and Liabilities	45
Statement of Operations	47
Statements of Changes in Net Assets	49
Financial Highlights	50
Notes to Financial Statements	56
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments	81
Trustees and Officers	82
Financial Statements for Oppenheimer Global Allocation Fund (Cayman) Ltd.	83
Privacy Policy Notice	93

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/13

	Class A Shares of the Fund						S&P 500 Index			Russell 1000 Index			MSCI All Country World Index (ex-U.S.)			Barclays U.S. Aggregate Bond Index			Barclays Multiverse Index (ex-U.S.)			Reference Index
	Without Sales Charge			With Sales Charge
6-Month		11.24	%		4.85	%		14.42	%		15.05	%		12.78	%		0.90	%		–2.36	%		7.92	%
1-Year		11.19			4.80			16.89			17.17			14.15			3.68			–0.08			10.20
5-Year		3.48			2.26			5.21			5.49			–0.84			5.72			3.48			4.25
10-Year		5.14			4.52			7.88			8.32			10.32			5.04			5.85			8.51

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677).

2 OPPENHEIMER GLOBAL ALLOCATION FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 11.24% during the reporting period. The Fund outperformed its Reference Index (the “Index”), a customized weighted index currently comprised of 30% of the Russell 1000 Index, 30% of the MSCI All Country World Index (ex-U.S.), 20% of the Barclays U.S. Aggregate Bond Index, and 20% of the Barclays Multiverse Index (ex-U.S.), which returned 7.92%. The Fund’s positive results were driven by its investments in international equities, underweight in duration, positive security selection, and its derivative strategies.

MARKET OVERVIEW

The reporting period was largely defined by increased central bank stimulative measures. Prior to the start of the reporting period, central banks in the United States and Europe announced new accommodative policy measures intended to promote market liquidity and stimulate greater economic growth. In September 2012, the Federal Reserve (the “Fed”) embarked on a new round of open-ended quantitative easing involving monthly purchases of $40 billion of mortgage-backed securities issued by U.S. government agencies. During the period, the Fed increased its monthly purchases to $85 billion. Meanwhile, the head of the European Central Bank (the “ECB”) had reassured investors that his institution was committed to supporting the Eurozone, and the ECB signaled its conditional intention to purchase massive amounts of debt from troubled members of the European Union. In China, a new government was widely expected to adopt more stimulative monetary and fiscal policies. Even in Japan,

which had been mired in economic weakness for years, new government leadership adopted economic policies and the central bank announced a massive quantitative easing program, which will likely promote export activity by reducing the value of the yen against most other major currencies. Investors reacted positively to these measures, resulting in a rally among equities and higher yielding bonds.

FUND REVIEW

During the period, investments in international equities provided the strongest contribution to the Fund’s return and outperformed the MSCI All Country World Index (ex-U.S.) Index. Our investments in U.S. equities also produced positive total returns for the Fund, but underperformed relative to the Russell 1000 Index. The performance of equities overall was buoyed by the stimulus measures taken by central banks this period, despite fears caused by the so-called U.S. fiscal cliff and related sequester, ongoing European concerns, China’s slowing growth,

OPPENHEIMER GLOBAL ALLOCATION FUND 3

and continued deleveraging. The strong performance of our international equity investments was driven by the performance of equities in international developed markets. Developing market equities also produced positively, but to a lesser degree. This was largely the result of a slippage in economic output expansion coupled with a deceleration of credit growth and falling inflationary momentum in certain emerging markets.

Among our fixed-income and alternatives strategies, the Fund benefited from investments in leveraged loans and high yield bonds. We believe these investments continue to offer more attractive risk-adjusted returns than Treasuries. Our investment in event-linked bonds also contributed positively. The Fund also had a small allocation to mortgages at period end, which produced muted performance this period.

We use derivatives to cheaply mitigate downside risk and efficiently access market upside; what we call “return shaping.” Over the period, we hedged exposure to downside risk, and at the same time implemented upside capture strategies, which are intended to capture gains from a sustained equity market rally. The Fund received positive contributions from both its upside capture and downside protection strategies, as our disciplined profit taking process allowed us to lock in gains.

Our upside capture strategies benefited as the markets rallied during the period. Specifically, our S&P 500 and NIKKEI 225 call options were accretive to returns. A significant portion of our downside protection strategy entailed owning and selling Chicago Board Options Exchange Market Volatility Index (the “CBOE VIX Index”) futures contracts to protect against market volatility.¹ We managed this position by owning near-dated futures and selling longer-dated futures. The Fund benefited from this strategy, which provided downside protection at a low cost particularly over the first half of the period when markets were more volatile. This lowered the hurdle our upside strategies faced in paying for downside hedges as markets trended higher.

STRATEGY & OUTLOOK

During the reporting period, central bank measures have significantly boosted the markets. We believe current monetary policy will be left largely unchanged, with only minor changes as fundamentals gradually improve. In this environment, we believe equities are highly attractive, especially versus bonds. Among fixed-income investments, we currently favor floating rate securities and higher-yielding corporate bonds. We are currently maintaining very limited exposure to U.S. Treasuries as we believe there is little room for yields to compress from already low levels, making them a less viable hedging option. Instead, we are focused on

1 The CBOE VIX Index is a measure of market expectations of near-term volatility conveyed by S&P 500 stock index option prices.

4 OPPENHEIMER GLOBAL ALLOCATION FUND

establishing downside protection via derivative strategies, which we are currently able to purchase at lower costs due to muted volatility. Moreover, the relative cheapness of equities allows us to harvest risk premium from stocks to help pay for defensive hedges.

Mark Hamilton¹ Portfolio Manager

When quantitative easing is scaled back, we expect the market will likely begin focusing more on company fundamentals rather than macroeconomic developments. We believe this can provide increased opportunity for our security selection teams to add even more value.

Benjamin Rockmuller, CFA Portfolio Manager

1. Mark Hamilton became a Portfolio Manager on April 8, 2013.

OPPENHEIMER GLOBAL ALLOCATION FUND 5

Top Holdings and Allocations

TOP TEN COMMON STOCK INDUSTRIES
Software	3.8	%
Internet Software & Services	3.0
Commercial Banks	2.7
Pharmaceuticals	2.5
Beverages	2.5
Semiconductors & Semiconductor Equipment	2.0
Capital Markets	2.0
Hotels, Restaurants & Leisure	2.0
Textiles, Apparel & Luxury Goods	1.9
Specialty Retail	1.9

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets.

TOP TEN COMMON STOCK HOLDINGS
Telefonaktiebolaget LM Ericsson, B Shares	1.0	%
Walt Disney Co. (The)	0.8
SAP AG	0.8
Google, Inc., Cl. A	0.8
European Aeronautic Defense & Space Co.	0.7
McDonald’s Corp.	0.7
Roche Holding AG	0.7
Unilever plc	0.6
UBS AG	0.6
Colgate-Palmolive Co.	0.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets. For more current Top 10 Fund Holdings, please visit oppenheimerfunds.com.

REGIONAL ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on the total market value of investments.

6 OPPENHEIMER GLOBAL ALLOCATION FUND

Top Holdings and Allocations

PORTFOLIO ALLOCATION
Common Stocks	63.7	%
Domestic Fixed Income Funds	12.4
Oppenheimer Master Loan Fund, LLC
Oppenheimer Short Duration Fund, Cl. Y
Non-Convertible Corporate Bonds and Notes	7.9
Alternative Fund	6.7
Oppenheimer Master Event-Linked Bond Fund, LLC
Mortgage-Backed Obligations	5.9
Money Market Funds	1.1
Oppenheimer Institutional Money Market Fund
Wholly-Owned Subsidiary	0.9
Options Purchased	0.8
Corporate Loans	0.5
Asset-Backed Securities	0.1
Structured Securities	—	*
Convertible Corporate Bonds and Notes	—	*
Preferred Stocks	—	*
Rights, Warrants and Certificates	—	*

*Represents a value of less than 0.05%.

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on the total market value of investments.

TOP TEN GEOGRAPHICAL HOLDINGS
United States	65.8	%
United Kingdom	4.4
Germany	3.3
Japan	2.9
Switzerland	2.8
France	2.6
India	2.2
Brazil	2.0
The Netherlands	1.7
Sweden	1.4

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on the total market value of investments.

OPPENHEIMER GLOBAL ALLOCATION FUND 7

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/13

	Inception Date		6-Month			1-Year			5-Year			10-Year
CLASS A (QVGIX)		11/1/91		11.24	%		11.19	%		3.48	%		5.14	%
CLASS B (QGRBX)		9/1/93		10.73	%		10.28	%		2.65	%		4.66	%
CLASS C (QGRCX)		9/1/93		10.77	%		10.40	%		2.74	%		4.37	%
CLASS I (QGRIX)		2/28/12		11.47	%		11.78	%		8.73	%*		N/A
CLASS N (QGRNX)		3/1/01		11.07	%		10.95	%		3.24	%		4.85	%
CLASS Y (QGRYX)		5/1/00		11.38	%		11.54	%		3.88	%		5.50	%
AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/13
	Inception Date		6-Month			1-Year			5-Year			10-Year
CLASS A (QVGIX)		11/1/91		4.85	%		4.80	%		2.26	%		4.52	%
CLASS B (QGRBX)		9/1/93		5.73	%		5.28	%		2.28	%		4.66	%
CLASS C (QGRCX)		9/1/93		9.77	%		9.40	%		2.74	%		4.37	%
CLASS I (QGRIX)		2/28/12		11.47	%		11.78	%		8.73	%*		N/A
CLASS N (QGRNX)		3/1/01		10.07	%		9.95	%		3.24	%		4.85	%
CLASS Y (QGRYX)		5/1/00		11.38	%		11.54	%		3.88	%		5.50	%

*Shows performance since inception.

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I and Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized.

The Fund’s performance is compared to the performance of the S&P 500 Index, the Russell 1000 Index, the MSCI All Country World Index (ex-U.S.), the Barclays U.S. Aggregate Bond Index, the Barclays Multiverse Index (ex-U.S.) and the Fund’s Reference Index. The S&P 500 Index is a capitalization-weighted index of 500 stocks intended to be

8 OPPENHEIMER GLOBAL ALLOCATION FUND

a representative sample of leading companies in leading industries within the U.S. economy. The Russell 1000 Index measures the performance of the large-cap segment of the U.S. equity universe. The MSCI All Country World Index (ex U.S.) is designed to measure global developed and emerging equity market performance excluding the United States. The Barclays U.S. Aggregate Bond Index is an index of U.S dollar-denominated, investment-grade U.S. corporate government and mortgage-backed securities. The Barclays Multiverse Index (ex-U.S.) provides a broad-based measure of the global fixed-income bond market. The Fund’s Reference Index is a customized weighted index currently comprised of 30% of the Russell 1000 Index, 30% of the MSCI All Country World Index (ex-U.S.), 20% of the Barclays U.S. Aggregate Bond Index, and 20% of the Barclays Multiverse Index (ex-U.S.). Indices are unmanaged and cannot be purchased by investors. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. or its affiliates.

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

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

OPPENHEIMER GLOBAL ALLOCATION FUND 9

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, 2013.

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 GLOBAL ALLOCATION FUND

Fund Expenses  Continued

Actual	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses Paid During 6 Months Ended April 30, 2013
Class A	$	1,000.00	$	1,112.40	$	6.99
Class B		1,000.00		1,107.30		11.66
Class C		1,000.00		1,107.70		10.76
Class I		1,000.00		1,114.70		4.31
Class N		1,000.00		1,110.70		8.35
Class Y		1,000.00		1,113.80		5.10
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.20		6.68
Class B		1,000.00		1,013.79		11.15
Class C		1,000.00		1,014.63		10.29
Class I		1,000.00		1,020.73		4.12
Class N		1,000.00		1,016.91		7.98
Class Y		1,000.00		1,019.98		4.87

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2013 are as follows:

Class	Expense Ratios
Class A		1.33	%
Class B		2.22
Class C		2.05
Class I		0.82
Class N		1.59
Class Y		0.97

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.

OPPENHEIMER GLOBAL ALLOCATION FUND 11

STATEMENT OF INVESTMENTS    April 30, 2013 / (Unaudited)

	Shares		Value
Wholly-Owned Subsidiary—0.8%
Oppenheimer Global Allocation Fund (Cayman) Ltd.1,2 (Cost $16,901,743)		2,921	$	14,913,533
Common Stocks—63.4%
Consumer Discretionary—10.1%
Auto Components—0.1%
Dorman Products, Inc.		13,520		510,245
Johnson Controls, Inc.		11,870		415,569
				925,814
Automobiles—0.6%
Bayerische Motoren Werke (BMW) AG		10,869		1,002,691
Bayerische Motoren Werke (BMW) AG, Preference		118,259		8,220,023
PT Astra International Tbk		1,720,000		1,300,283
				10,522,997
Diversified Consumer Services—0.4%
Benesse Holdings, Inc.		30,600		1,354,455
Dignity plc		82,968		1,774,655
Estacio Participacoes SA2		55,600		1,318,893
Kroton Educacional SA		111,852		1,561,987
MegaStudy Co. Ltd.		4,057		276,287
New Oriental Education & Technology Group, Inc., Sponsored ADR		52,050		995,717
Zee Learn Ltd.2		77,279		25,174
				7,307,168
Hotels, Restaurants & Leisure—2.0%
Buffalo Wild Wings, Inc.2		15,470		1,392,300
Carnival Corp.		207,090		7,146,676
Chuy’s Holdings, Inc.2		22,570		738,039
Domino’s Pizza Group plc		211,090		2,134,607
Genting Berhad		419,100		1,446,360
Home Inns & Hotels Management, Inc., ADR2		22,480		560,202
Jollibee Foods Corp.		243,130		759,043
Lottomatica SpA		70,863		1,806,734
McDonald’s Corp.3		118,675		12,121,465
Panera Bread Co., Cl. A2		6,010		1,065,152
William Hill plc		706,871		4,677,556
Yum! Brands, Inc.		22,600		1,539,512
				35,387,646
Household Durables—0.4%
La-Z-Boy, Inc.		54,890		991,313
MRV Engenharia e Participacoes SA		109,400		470,790

12 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Household Durables Continued
Ryland Group, Inc. (The)		35,290	$	1,590,167
SEB SA		17,580		1,274,285
Standard Pacific Corp.2		228,770		2,070,369
TRI Pointe Homes, Inc.2		26,070		495,330
				6,892,254
Internet & Catalog Retail—0.3%
Amazon.com, Inc.2		6,516		1,653,826
B2W Companhia Global do Varejo2		58,517		332,252
Ctrip.com International Ltd., ADR2		87,350		1,919,953
HomeAway, Inc.2		27,660		845,013
Yoox SpA2		64,150		1,204,719
				5,955,763
Leisure Equipment & Products—0.0%
Nintendo Co. Ltd.		3,800		420,988
Media—1.7%
Grupo Televisa SA, Sponsored ADR		205,110		5,193,385
Lions Gate Entertainment Corp.2		43,400		1,076,754
SES, FDR		39,930		1,246,810
Time Warner Cable, Inc.		17,438		1,637,254
Virgin Media, Inc.		27,030		1,318,523
Walt Disney Co. (The)3		237,366		14,916,079
Zee Entertainment Enterprises Ltd.		1,238,823		5,380,688
				30,769,493
Multiline Retail—0.8%
Lojas Americanas SA, Preference		236,090		2,060,293
PPR		49,510		10,892,030
S.A.C.I. Falabella SA		5,418		61,951
Shinsegae Co. Ltd.		3,536		763,920
				13,778,194
Specialty Retail—1.9%
Asbury Automotive Group, Inc.2		48,330		1,937,550
Conn’s, Inc.2		45,580		1,974,070
Five Below, Inc.2		17,090		615,069
Francesca’s Holdings Corp.2		27,090		773,690
Home Depot, Inc. (The)		23,280		1,707,588
Industria de Diseno Textil SA		67,987		9,137,099
Lithia Motors, Inc., Cl. A		37,140		1,839,173
Lumber Liquidators Holdings, Inc.2		20,960		1,717,882

OPPENHEIMER GLOBAL ALLOCATION FUND 13

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Specialty Retail Continued
O’Reilly Automotive, Inc.2		17,431	$	1,870,695
Pier 1 Imports, Inc.		68,820		1,597,312
Tiffany & Co.3		110,973		8,176,491
TJX Cos., Inc. (The)		31,406		1,531,671
Vitamin Shoppe, Inc.2		21,390		1,051,319
				33,929,609
Textiles, Apparel & Luxury Goods—1.9%
Brunello Cucinelli SpA2		21,450		459,322
Burberry Group plc		54,964		1,140,654
Coach, Inc.		7,725		454,694
Compagnie Financiere Richemont SA		22,299		178,944
Compagnie Financiere Richemont SA, Cl. A		18,289		1,481,984
Luxottica Group SpA		25,555		1,330,369
LVMH Moet Hennessy Louis Vuitton SA		54,510		9,439,987
Nike, Inc., Cl. B		69,852		4,442,587
Prada SpA, Unsponsored ADR		193,500		1,728,223
Ralph Lauren Corp., Cl. A		19,153		3,477,802
Salvatore Ferragamo Italia SpA		26,922		803,764
Steven Madden Ltd.2		38,430		1,868,851
Swatch Group AG (The), Cl. B		1,784		1,021,704
Tod’s SpA		28,131		4,082,594
Under Armour, Inc., Cl. A2		21,770		1,242,632
VF Corp.		7,600		1,354,472
				34,508,583
Consumer Staples—6.7%
Beverages—2.5%
Anadolu Efes Biracilik ve Malt Sanayii AS		72,221		1,200,494
Anheuser-Busch InBev NV, Sponsored ADR		18,220		1,742,196
Brown-Forman Corp., Cl. B		38,610		2,722,005
C&C Group plc		352,464		2,190,918
Carlsberg AS, Cl. B		53,848		4,998,520
Coca-Cola Co. (The)3		106,700		4,516,611
Companhia de Bebidas das Americas, Preference, ADR		108,900		4,575,978
Diageo plc		76,891		2,345,774
Fomento Economico Mexicano SAB de CV, Sponsored ADR		53,566		6,073,849
Fomento Economico Mexicano SAB de CV, UBD		200,050		2,268,671
Heineken NV		61,807		4,364,494
Nigerian Breweries plc		591,834		617,680
Pernod-Ricard SA		18,170		2,249,325

14 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Beverages Continued
SABMiller plc		66,600	$	3,588,271
Tsingtao Brewery Co. Ltd.		58,000		388,652
United Spirits Ltd.		7,119		293,468
				44,136,906
Food & Staples Retailing—1.0%
Almacenes Exito SA		43,892		719,555
Almacenes Exito SA, GDR4		57,600		962,012
BIM Birlesik Magazalar AS		13,364		685,811
Cencosud SA		219,950		1,242,126
Costco Wholesale Corp.		38,377		4,161,218
E-Mart Co. Ltd.		3,301		646,606
Fairway Group Holdings Corp.2		15,310		269,150
Inretail Peru Corp.2,5		18,800		451,200
Magnit		13,188		2,812,604
Shoppers Drug Mart Corp.		54,911		2,459,263
Susser Holdings Corp.2		32,810		1,744,508
Wal-Mart de Mexico SAB de CV, Series V		345,350		1,095,582
Woolworths Ltd.		22,287		841,250
				18,090,885
Food Products—1.7%
Annie’s, Inc.2		16,830		636,006
Aryzta AG		37,792		2,345,234
Barry Callebaut AG		1,493		1,457,995
Boulder Brands, Inc.2		66,450		598,715
DANONE SA		5,640		430,875
Mead Johnson Nutrition Co., Cl. A		12,150		985,244
Nestle SA		109,773		7,839,242
Nestle SA, Sponsored ADR		17,955		1,278,935
Tingyi (Cayman Islands) Holding Corp.		674,000		1,867,361
Unilever plc		269,072		11,644,447
Want Want China Holdings Ltd.		1,220,000		1,933,726
				31,017,780
Household Products—0.9%
Colgate-Palmolive Co.3		94,356		11,267,050
Hindustan Unilever Ltd.		149,827		1,620,635
Reckitt Benckiser Group plc		25,935		1,891,837
Unilever Indonesia Tbk		136,500		368,539
				15,148,061

OPPENHEIMER GLOBAL ALLOCATION FUND 15

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Personal Products—0.4%
Colgate-Palmolive (India) Ltd.		34,752	$	936,611
Estee Lauder Cos., Inc. (The), Cl. A		41,510		2,878,719
L’Oreal SA2		4,490		800,635
Marico Ltd.		153,511		641,541
Natura Cosmeticos SA		66,400		1,664,024
				6,921,530
Tobacco—0.2%
Philip Morris International, Inc., Cl. A		35,103		3,355,496
Swedish Match AB		21,064		730,620
				4,086,116
Energy—3.6%
Energy Equipment & Services—1.8%
Atwood Oceanics, Inc.2		22,340		1,095,777
Cameron International Corp.2		20,920		1,287,626
China Oilfield Services Ltd., Cl. H		156,000		311,482
Dril-Quip, Inc.2		17,670		1,479,156
Ensco plc, Cl. A		32,460		1,872,293
Eurasia Drilling Co. Ltd., GDR		21,890		855,899
FMC Technologies, Inc.2		15,870		861,741
Forum Energy Technologies, Inc.2		32,310		898,541
Helix Energy Solutions Group, Inc.2		33,540		772,762
Hunting plc		14,380		180,261
Oceaneering International, Inc.		36,010		2,526,822
Saipem SpA		31,827		901,164
Schlumberger Ltd.		39,671		2,952,713
Schoeller-Bleckmann Oilfield Equipment AG		11,677		1,141,973
Technip SA		81,780		8,777,567
Tenaris SA, ADR		44,400		1,975,356
Transocean Ltd.2		82,110		4,226,202
				32,117,335
Oil, Gas & Consumable Fuels—1.8%
Approach Resources, Inc.2		17,950		425,774
BG Group plc		197,340		3,324,405
Bonanza Creek Energy, Inc.2		21,320		732,342
Cabot Oil & Gas Corp.		1,440		97,992
Cairn Energy plc2		122,467		549,016
Chevron Corp.		27,752		3,386,022
CNOOC Ltd.		811,000		1,509,100

16 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Oil, Gas & Consumable Fuels Continued
Concho Resources, Inc.2		6,250	$	538,313
EOG Resources, Inc.		12,270		1,486,633
Exxon Mobil Corp.		16,803		1,495,299
HollyFrontier Corp.		30,710		1,518,610
Marathon Petroleum Corp.		24,210		1,897,096
Noble Energy, Inc.		21,970		2,488,981
NovaTek OAO, Sponsored GDR		23,700		2,398,440
Oasis Petroleum, Inc.2		46,190		1,581,084
Petroleo Brasileiro SA, Sponsored ADR		100,900		2,014,973
Phillips 66		12,506		762,241
Repsol YPF SA		156,013		3,670,174
Rex Energy Corp.2		63,820		1,025,587
Tullow Oil plc		110,380		1,716,302
				32,618,384
Financials—8.9%
Capital Markets—2.0%
Artisan Partners Asset Management, Inc.2		15,960		595,308
BinckBank NV		88,523		678,381
Charles Schwab Corp. (The)		19,450		329,872
Credit Suisse Group AG		125,779		3,500,786
Deutsche Bank AG		23,775		1,093,049
Evercore Partners, Inc., Cl. A		25,720		970,930
Financial Engines, Inc.		12,180		442,987
Goldman Sachs Group, Inc. (The)		44,925		6,562,195
ICAP plc		329,154		1,471,496
Invesco Ltd.		68,930		2,187,838
Northern Trust Corp.		58,800		3,170,496
T. Rowe Price Group, Inc.		25,476		1,847,010
Tullett Prebon plc		255,960		972,121
UBS AG		633,428		11,345,886
Virtus Investment Partners, Inc.2		3,090		590,190
				35,758,545
Commercial Banks—2.7%
ABSA Group Ltd.		31,479		518,096
Akbank TAS		116,396		611,602
Banco Bilbao Vizcaya Argentaria SA		611,754		5,975,307
Banco Bradesco SA, Sponsored ADR		73,466		1,218,801
Banco Davivienda SA, Preference		55,678		744,983

OPPENHEIMER GLOBAL ALLOCATION FUND 17

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Commercial Banks Continued
Bancolombia SA, Sponsored ADR		10,930	$	740,726
Commercial International Bank		142,728		629,018
Grupo Financiero Inbursa SA de CV		230,174		667,644
Guaranty Trust Bank plc		2,866,834		465,407
HDFC Bank Ltd., ADR		29,900		1,268,956
ICICI Bank Ltd., Sponsored ADR		229,310		10,736,294
Itau Unibanco Holding SA, Preference, ADR		265,240		4,463,989
PrivateBancorp, Inc.		58,910		1,129,894
Siam Commercial Bank Public Co. Ltd.		160,400		1,016,504
Signature Bank2		18,460		1,321,921
Societe Generale2		62,140		2,257,018
Standard Bank Group Ltd.		54,626		682,406
Standard Chartered plc		38,247		960,675
Sumitomo Mitsui Financial Group, Inc.		101,300		4,785,213
Texas Capital Bancshares, Inc.2		16,530		688,640
Turkiye Garanti Bankasi AS		115,291		638,608
U.S. Bancorp		45,768		1,523,159
Wells Fargo & Co.		85,164		3,234,529
Western Alliance Bancorp2		77,430		1,138,995
Zenith Bank plc		3,507,093		447,265
				47,865,650
Consumer Finance—0.3%
American Express Co.		67,416		4,611,929
Credit Acceptance Corp.2		5,520		553,822
				5,165,751
Diversified Financial Services—1.5%
BM&FBOVESPA SA		1,064,000		7,381,392
Citigroup, Inc.		73,600		3,434,176
CME Group, Inc.		3,510		213,619
Haci Omer Sabanci Holding AS		394,688		2,454,760
Hong Kong Exchanges & Clearing Ltd.		107,824		1,813,242
JPMorgan Chase & Co.		76,822		3,765,046
McGraw Hill Financial, Inc.		125,600		6,796,216
Moscow Exchange (The)2		1,139,406		1,709,109
				27,567,560
Insurance—1.7%
AIA Group Ltd.		379,200		1,683,400
Allianz SE		45,282		6,682,007

18 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Insurance Continued
Chubb Corp. (The)		22,538	$	1,984,922
Dai-ichi Life Insurance Co. Ltd. (The)		3,511		4,847,139
Fidelity National Financial, Inc., Cl. A		111,350		2,989,748
Marsh & McLennan Cos., Inc.		46,420		1,764,424
ProAssurance Corp.		44,200		2,165,358
Prudential plc		493,342		8,467,976
Sul America SA		74,560		557,127
				31,142,101
Real Estate Investment Trusts (REITs)—0.1%
Coresite Realty Corp.		32,990		1,193,578
Ryman Hospitality Properties, Inc.		23,998		1,066,951
				2,260,529
Real Estate Management & Development—0.4%
DLF Ltd.		733,388		3,228,268
Hang Lung Group Ltd.		101,500		601,111
Hang Lung Properties Ltd.		341,570		1,324,879
SM Prime Holdings, Inc.		2,804,103		1,362,538
Soho China Ltd.		608,000		524,938
Wallace Theater Holdings, Inc. (related to Sr. Sec. Nts., 6/15/13)2,5		430		2,524
				7,044,258
Thrifts & Mortgage Finance—0.2%
Housing Development Finance Corp. Ltd.		219,229		3,448,253
Health Care—7.5%
Biotechnology—1.4%
Aegerion Pharmaceuticals, Inc.2		8,530		358,601
Alexion Pharmaceuticals, Inc.2		2,300		225,400
Amgen, Inc.		12,120		1,263,025
Biogen Idec, Inc.2		6,590		1,442,749
CSL Ltd.		35,500		2,317,106
Cubist Pharmaceuticals, Inc.2		21,820		1,001,974
Gilead Sciences, Inc.2		110,220		5,581,541
Grifols SA2		57,848		2,321,295
Medivation, Inc.2		45,820		2,415,172
Theravance, Inc.2		97,710		3,297,713
ThromboGenics NV2		13,783		673,240
Vertex Pharmaceuticals, Inc.2		59,790		4,593,068
				25,490,884

OPPENHEIMER GLOBAL ALLOCATION FUND 19

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Health Care Equipment & Supplies—1.7%
Abaxis, Inc.		16,420	$	700,970
Baxter International, Inc.3		49,939		3,489,238
Cooper Cos., Inc. (The)		25,120		2,773,248
Covidien plc		41,823		2,669,980
DiaSorin SpA		28,024		1,051,089
Endologix, Inc.2		69,900		1,049,898
Essilor International SA		15,680		1,764,317
Insulet Corp.2		46,860		1,182,746
Shandong Weigao Group Medical Polymer Co. Ltd., Cl. H		666,000		642,149
Sirona Dental Systems, Inc.2		35,310		2,596,697
Sonova Holding AG		12,271		1,335,583
Spectranetics Corp. (The)2		35,600		663,940
St. Jude Medical, Inc.		45,260		1,865,617
Straumann Holding AG		2,096		274,793
Thoratec Corp.2		15,810		572,322
William Demant Holding AS2		14,999		1,200,217
Zimmer Holdings, Inc.		74,650		5,706,993
				29,539,797
Health Care Providers & Services—1.5%
Acadia Healthcare Co., Inc.2		28,490		898,860
Aetna, Inc.		118,820		6,825,021
Air Methods Corp.		43,050		1,575,200
Apollo Hospitals Enterprise Ltd.		40,209		619,909
Capital Senior Living Corp.2		41,740		1,012,612
Diagnosticos da America		102,900		566,252
MWI Veterinary Supply, Inc.2		13,880		1,633,815
Sinopharm Group Co., Cl. H5		347,400		1,031,883
Sonic Healthcare Ltd.		118,200		1,624,852
Team Health Holdings, Inc.2		52,160		1,944,525
WellCare Health Plans, Inc.2		10,100		588,931
WellPoint, Inc.3		120,720		8,802,902
				27,124,762
Health Care Technology—0.2%
Cerner Corp.2		13,490		1,305,427
Compugroup Medical AG		30,741		708,881
Medidata Solutions, Inc.2		13,190		875,288
Vocera Communications, Inc.2		46,990		930,402
				3,819,998

20 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Life Sciences Tools & Services—0.2%
ICON plc2		50,130	$	1,610,176
Mettler-Toledo International, Inc.2		4,067		849,840
				2,460,016
Pharmaceuticals—2.5%
Akorn, Inc.2		51,960		781,998
Allergan, Inc.3		54,459		6,183,819
Bayer AG		63,781		6,654,196
Bristol-Myers Squibb Co.3		117,717		4,675,719
BTG plc2		101,730		546,283
Cipla Ltd.		105,132		792,466
Eli Lilly & Co.		14,590		807,994
Jazz Pharmaceuticals plc2		13,340		778,389
Johnson & Johnson		24,317		2,072,538
Medicines Co. (The)2		22,350		754,536
Novo Nordisk AS, Cl. B		11,933		2,093,139
Novo Nordisk AS, Sponsored ADR		14,724		2,600,700
Perrigo Co.		8,080		964,833
Pfizer, Inc.		121,224		3,523,982
Roche Holding AG		46,712		11,675,488
Sun Pharmaceutical Industries Ltd.		27,649		487,136
				45,393,216
Industrials—8.8%
Aerospace & Defense—1.8%
B/E Aerospace, Inc.2		24,160		1,515,798
Embraer SA		197,700		1,723,298
Embraer SA, ADR		165,990		5,798,031
European Aeronautic Defense & Space Co.		246,110		12,998,619
Hexcel Corp.2		49,950		1,523,475
Honeywell International, Inc.		50,880		3,741,715
Precision Castparts Corp.		4,320		826,373
TransDigm Group, Inc.		4,820		707,576
United Technologies Corp.		43,812		3,999,597
				32,834,482
Air Freight & Logistics—0.3%
United Parcel Service, Inc., Cl. B		53,610		4,601,882
Building Products—0.5%
A.O. Smith Corp.		22,700		1,712,261
American Woodmark Corp.2		18,770		631,611

OPPENHEIMER GLOBAL ALLOCATION FUND 21

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Building Products Continued
Assa Abloy AB, Cl. B		165,886	$	6,606,210
Fortune Brands Home & Security, Inc.2		10,930		397,743
Nortek, Inc.2		5,864		421,387
				9,769,212
Commercial Services & Supplies—0.4%
Aggreko plc		29,479		815,999
Edenred		18,640		620,572
Healthcare Services Group, Inc.		35,850		799,097
Mobile Mini, Inc.2		57,980		1,630,977
Prosegur Compania de Seguridad SA		226,803		1,266,438
Tyco International Ltd.		47,412		1,522,873
				6,655,956
Construction & Engineering—0.5%
FLSmidth & Co. AS		57,566		3,348,551
Koninklijke Boskalis Westminster NV		39,530		1,646,368
Leighton Holdings Ltd.		57,000		1,181,246
Outotec OYJ		29,812		435,011
Trevi Finanziaria Industriale SpA		199,266		1,522,056
				8,133,232
Electrical Equipment—1.1%
ABB Ltd.		63,765		1,443,594
AMETEK, Inc.		12,460		507,247
Eaton Corp. plc		49,760		3,055,762
Emerson Electric Co.		70,000		3,885,700
Generac Holdings, Inc.		20,690		743,392
Legrand SA		43,740		2,038,297
Nidec Corp.		53,600		3,645,361
Prysmian SpA		113,572		2,292,888
Rockwell Automation, Inc.		2,220		188,212
Roper Industries, Inc.		4,790		573,124
Schneider Electric SA		25,870		1,972,625
				20,346,202
Industrial Conglomerates—1.2%
3M Co.		64,560		6,760,078
Enka Insaat ve Sanayi AS		152,258		471,997
General Electric Co.		114,252		2,546,677
Jardine Strategic Holdings Ltd.		10,512		409,968
Siemens AG		85,469		8,925,884

22 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Industrial Conglomerates Continued
SM Investments Corp.		64,459	$	1,793,138
				20,907,742
Machinery—1.1%
Aalberts Industries NV		149,195		3,343,148
Atlas Copco AB, Cl. A		31,099		818,616
Chart Industries, Inc.2		9,090		770,923
Cummins, Inc.		19,247		2,047,688
Fanuc Ltd.		23,500		3,543,622
Ingersoll-Rand plc		30,460		1,638,748
Lindsay Manufacturing Co.		11,740		901,867
Manitowoc Co., Inc. (The)		44,260		830,318
Middleby Corp. (The)2		9,580		1,432,976
Parker Hannifin Corp.		2,106		186,528
Proto Labs, Inc.2		7,770		396,892
PT United Tractors Tbk		80,000		146,053
Wabtec Corp.		16,230		1,703,176
Weir Group plc (The)		48,715		1,667,798
				19,428,353
Professional Services—0.4%
Advisory Board Co. (The)2		33,790		1,660,779
Experian plc		234,801		4,128,722
On Assignment, Inc.2		75,090		1,822,434
				7,611,935
Road & Rail—0.5%
Genesee & Wyoming, Inc., Cl. A2		19,000		1,618,800
J.B. Hunt Transport Services, Inc.		31,730		2,255,051
Kansas City Southern		27,230		2,969,976
Union Pacific Corp.		17,901		2,648,632
				9,492,459
Trading Companies & Distributors—0.9%
Beacon Roofing Supply, Inc.2		40,990		1,562,949
Brenntag AG		16,883		2,878,201
Bunzl plc		158,097		3,140,967
H&E Equipment Services, Inc.		89,360		1,819,370
United Rentals, Inc.2		47,480		2,497,923
W.W. Grainger, Inc.		10,310		2,541,106
Wolseley plc		37,136		1,836,120
				16,276,636

OPPENHEIMER GLOBAL ALLOCATION FUND 23

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Transportation Infrastructure—0.1%
DP World Ltd.6		17,946	$	275,292
DP World Ltd.6		66,092		1,024,381
Koninklijke Vopak NV		23,942		1,326,170
				2,625,843
Information Technology—14.1%
Communications Equipment—1.7%
Cisco Systems, Inc.		54,040		1,130,517
Juniper Networks, Inc.2		231,670		3,834,139
QUALCOMM, Inc.3		123,084		7,584,436
Telefonaktiebolaget LM Ericsson, B Shares		1,404,953		17,537,389
				30,086,481
Computers & Peripherals—0.9%
Apple, Inc.3		24,313		10,764,581
Fusion-io, Inc.2		120,900		2,270,502
Gemalto NV		25,310		2,067,918
Stratasys Ltd.2		19,350		1,607,018
				16,710,019
Electronic Equipment, Instruments & Components—1.4%
Corning, Inc.3		60,799		881,586
Hoya Corp.		86,600		1,730,490
Ibiden Co. Ltd.		19,400		339,303
IPG Photonics Corp.		24,730		1,574,806
Keyence Corp.		24,850		7,876,750
Kyocera Corp.		33,000		3,354,670
Murata Manufacturing Co. Ltd.		89,900		7,312,992
Omron Corp.		29,300		927,732
OSI Systems, Inc.2		9,530		546,069
Synnex Technology International Corp.		368,000		622,228
				25,166,626
Internet Software & Services—3.0%
Baidu, Inc., Sponsored ADR2		50,880		4,368,048
Cornerstone OnDemand, Inc.2		76,730		2,783,764
CoStar Group, Inc.2		15,170		1,644,580
eBay, Inc.2,3		205,337		10,757,605
Facebook, Inc., Cl. A2		109,810		3,048,326
Google, Inc., Cl. A2,3		16,559		13,654,055
Mail.ru Group Ltd., GDR		20,800		561,600
Marin Software, Inc.2		15,290		224,763
MercadoLibre, Inc.		9,450		950,576

24 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Internet Software & Services Continued
Netease.com, Inc., ADR		13,700	$	772,543
NHN Corp.		11,711		3,147,604
Telecity Group plc		126,040		1,806,109
Tencent Holdings Ltd.		79,000		2,723,416
United Internet AG		87,494		2,398,990
Web.com Group, Inc.2		62,100		1,080,540
Yahoo Japan Corp.		1,054		527,081
Yandex NV, Cl. A2		71,440		1,838,866
Youku, Inc., Sponsored ADR2		25,500		516,630
				52,805,096
IT Services—1.3%
Accenture plc, Cl. A		29,189		2,377,152
Amadeus IT Holding SA, Cl. A		53,701		1,585,224
Blackhawk Network Holdings, Inc.2		6,140		146,992
Cognizant Technology Solutions Corp., Cl. A2		16,700		1,082,160
Fiserv, Inc.2		15,010		1,367,561
Infosys Ltd.		148,317		6,144,660
International Business Machines Corp.		12,534		2,538,636
Maximus, Inc.		19,920		1,587,425
Tata Consultancy Services Ltd.		56,756		1,449,951
Teradata Corp.2		21,080		1,076,556
Visa, Inc., Cl. A		20,228		3,407,609
				22,763,926
Semiconductors & Semiconductor Equipment—2.0%
Altera Corp.		225,330		7,212,813
ARM Holdings plc		97,670		1,519,452
Avago Technologies Ltd.		79,730		2,548,171
Broadcom Corp., Cl. A		102,556		3,692,016
Cavium, Inc.2		34,580		1,087,541
Epistar Corp.		166,000		292,491
Intel Corp.		33,155		794,062
Maxim Integrated Products, Inc.		218,820		6,768,103
Monolithic Power Systems, Inc.		75,560		1,822,507
Semtech Corp.2		21,710		696,240
Taiwan Semiconductor Manufacturing Co. Ltd.		1,865,000		6,919,812
Texas Instruments, Inc.		43,438		1,572,890
Xilinx, Inc.		35,940		1,362,485
				36,288,583

OPPENHEIMER GLOBAL ALLOCATION FUND 25

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Software—3.8%
Adobe Systems, Inc.2		137,790	$	6,211,573
Aspen Technology, Inc.2		85,870		2,617,318
Aveva Group plc		33,600		1,158,675
CommVault Systems, Inc.2		37,340		2,745,984
Dassault Systemes SA		20,030		2,442,651
Guidewire Software, Inc.2		59,290		2,376,343
Imperva, Inc.2		38,660		1,506,967
Infoblox, Inc.2		47,010		1,039,391
Interactive Intelligence Group2		19,370		802,499
Intuit, Inc.3		144,686		8,629,073
Microsoft Corp.3		223,581		7,400,531
NetSuite, Inc.2		28,090		2,470,796
Oracle Corp.3		90,543		2,968,000
QLIK Technologies, Inc.2		36,730		955,347
Sage Group plc (The)		329,170		1,725,692
Salesforce.com, Inc.2		36,320		1,493,115
SAP AG		184,628		14,664,131
ServiceNow, Inc.2		23,650		968,704
Sourcefire, Inc.2		8,180		390,677
Splunk, Inc.2		28,350		1,156,680
Temenos Group AG2		101,244		2,395,535
Ultimate Software Group, Inc. (The)2		24,830		2,398,330
				68,518,012
Materials—2.1%
Chemicals—1.3%
Asian Paints Ltd.		7,631		663,582
Cytec Industries, Inc.		20,020		1,458,657
Ecolab, Inc.		38,483		3,256,431
Filtrona plc		201,784		2,214,462
Linde AG		23,673		4,476,898
Monsanto Co.		44,371		4,739,710
Mosaic Co. (The)		18,790		1,157,276
Orica Ltd.		14,009		331,853
PPG Industries, Inc.		23,030		3,388,634
Sika AG		571		1,378,678
				23,066,181
Construction Materials—0.4%
Ambuja Cements Ltd.		186,798		654,944
CaesarStone Sdot Yam Ltd.2		30,110		706,381

26 OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Construction Materials Continued
Eagle Materials, Inc.		37,080	$	2,512,170
James Hardie Industries SE, CDI		321,400		3,378,598
PT Semen Indonesia (Persero) Tbk		65,500		123,960
Ultra Tech Cement Ltd.		9,845		349,029
				7,725,082
Containers & Packaging—0.1%
Crown Holdings, Inc.2		24,360		1,039,685
Metals & Mining—0.2%
Anglo American plc		89,302		2,170,925
Antofagasta plc		40,030		559,771
Glencore International plc		139,400		686,314
Iluka Resources Ltd.		80,900		750,627
Impala Platinum Holdings Ltd.		60,817		829,960
Real Gold Mining Ltd.2		273,000		49,871
				5,047,468
Paper & Forest Products—0.1%
Boise Cascade Co.2		6,330		202,750
Catalyst Paper Corp.2		20,972		44,236
Louisiana-Pacific Corp.2		48,670		881,900
				1,128,886
Telecommunication Services—1.3%
Diversified Telecommunication Services—0.6%
AT&T, Inc.		39,708		1,487,462
BT Group plc		1,166,447		5,004,468
Inmarsat plc		182,460		2,047,740
Verizon Communications, Inc.		17,713		954,908
Ziggo NV		38,353		1,374,602
				10,869,180
Wireless Telecommunication Services—0.7%
America Movil SAB de CV, Series L, ADR3		188,030		4,020,081
KDDI Corp.		152,000		7,297,123
MTN Group Ltd.		82,699		1,490,950
				12,808,154
Utilities—0.3%
Electric Utilities—0.2%
Fortum OYJ		119,438		2,219,417
NextEra Energy, Inc.		20,487		1,680,549

OPPENHEIMER GLOBAL ALLOCATION FUND 27

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Electric Utilities Continued
Xcel Energy, Inc.		27,010	$	858,648
				4,758,614
Energy Traders—0.1%
APR Energy plc		82,430		1,062,754
Total Common Stocks (Cost $931,916,479)				1,137,145,507
Preferred Stocks—0.0%
Ally Financial, Inc., 7% Cum., Series G, Non-Vtg. (Cost $433,736)		473		466,807
	Units
Rights, Warrants and Certificates—0.0%
Duluth Metals Ltd. Wts., Strike Price $0.001, Exp. 7/31/132 (Cost $1,767)		13,972		—
	Principal Amount
Asset-Backed Securities—0.1%
AmeriCredit Automobile Receivables Trust 2013-1, Automobile Receivables-Backed Nts., Series 2013-1, Cl. E, 3.92%, 7/8/204	$	1,640,000		1,603,505
AmeriCredit Automobile Receivables Trust 2013-2, Automobile Receivables-Backed Nts., Series 2013-2, Cl. E, 3.41%, 10/8/204		715,000		718,063
Total Asset-Backed Securities (Cost $2,353,049)				2,321,568
Mortgage-Backed Obligations—5.8%
Bear Stearns Commercial Mortgage Securities Trust 2006-PWR13, Commercial Mtg. Pass-Through Certificates, Series 2006-PWR13, Cl. AJ, 5.611%, 9/1/41		3,450,000		3,496,846
Bear Stearns Commercial Mortgage Securities Trust 2007-PWR17, Commercial Mtg. Pass-Through Certificates, Series 2007-PWR17, Cl. AJ, 5.893%, 6/1/507		5,000,000		4,918,255
Bear Stearns Commercial Mortgage Securities Trust 2007-T26, Commercial Mtg. Pass-Through Certificates, Series 2007-T26, Cl. AJ, 5.566%, 1/1/457		9,150,000		9,116,433
CHL Mortgage Pass-Through Trust 2007-15, Mtg. Pass-Through Certificates, Series 2007-15, Cl. 1A29, 6.25%, 9/1/37		5,141,514		4,976,268
Citigroup Commercial Mortgage Trust 2013-GC11, Commercial Mtg. Pass-Through Certificates, Series 2013-GC11, Cl. D, 4.459%, 4/1/235,7		1,935,000		1,867,426
Citigroup, Inc./Deutsche Bank 2007-CD4 Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2007-CD4, Cl. AMFX, 5.366%, 12/1/49		5,800,000		6,271,743
Commercial Mortgage Trust, Commercial Mtg. Pass-Through Certificates: Series 2012-CR4, Cl. D, 4.731%, 10/1/454,7		995,000		993,454
Series 2012-CR5, Cl. E, 4.335%, 12/1/457		135,000		132,120
Series 2013-CR6, Cl. D, 4.316%, 3/1/467		1,040,000		989,506
Series 2013-CR7, Cl. D, 4.361%, 3/1/464,7		525,000		498,323
Countrywide Alternative Loan Trust 2006-J2, Mtg. Pass-Through Certificates, Series 2006-J2, Cl. A7, 6%, 4/1/36		5,689,931		5,220,764
DBUBS Mortgage Trust, Commercial Mtg. Pass-Through Certificates, Series 2011-LC2A, Cl. D, 5.626%, 7/1/444,7		2,641,000		2,868,707

28 OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Mortgage-Backed Obligations Continued
First Horizon Alternative Mortgage Securities Trust 2005-FA8, Mtg. Pass-Through Certificates, Series 2005-FA8, Cl. 1A6, 0.85%, 11/25/357	$	3,319,834	$	2,552,632
First Horizon Alternative Mortgage Securities Trust 2005-FA9, Mtg. Pass-Through Certificates, Series 2005-FA9, Cl. A4A, 5.50%, 12/1/35		4,266,273		4,022,428
First Horizon Alternative Mortgage Securities Trust 2007-FA4, Mtg. Pass-Through Certificates, Series 2007-FA4, Cl. 1A6, 6.25%, 8/1/377		3,706,078		3,298,357
FREMF Mortgage Trust 2013-K25, Commerical Mtg. Pass-Through Certificates, Series 2013-K25, Cl. C, 3.812%, 11/1/457		1,868,000		1,787,635
FREMF Mortgage Trust 2013-K26, Commerical Mtg. Pass-Through Certificates, Series 2013-K26, Cl. C, 0%, 12/1/405,7,8,9		630,000		599,332
FREMF Mortgage Trust 2013-K712, Commerical Mtg. Pass-Through Certificates, Series 2013-K712, Cl. C, 3.367%, 5/1/454,7		1,630,000		1,571,766
Greenwich Capital Commercial Funding Corp./Commercial Mortgage Trust 2006-GG7, Commercial Mtg. Pass-Through Certificates, Series 2006-GG7, Cl. AJ, 6.061%, 7/10/387		6,495,000		6,575,801
GS Mortgage Securities Corp. II, Commercial Mtg. Obligations, Series 2011-GC3, Cl. D, 5.728%, 3/1/444,7		972,562		1,074,793
JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mtg. Pass-Through Certificates, Series 2007-CB15, Cl. AJ, 5.502%, 6/1/47		5,000,000		4,703,400
JPMorgan Chase Commercial Mortgage Securities Trust 2013-C10, Commercial Mtg. Pass-Through Certificates, Series 2013-C10, Cl. D, 4.30%, 12/15/477		2,340,000		2,214,231
Morgan Stanley Bank of America Merrill Lynch Trust 2012-C6, Commerical Mtg. Pass-Through Certificates, Series 2012-C6, Cl. E, 4.82%, 11/1/454,7		1,425,000		1,435,483
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7, Commerical Mtg. Pass-Through Certificates, Series 2013-C7, Cl. D, 4.31%, 2/1/467		2,725,000		2,610,611
Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8, Commerical Mtg. Pass-Through Certificates, Series 2013-C8, Cl. D, 4.312%, 12/1/487		1,275,000		1,204,285
UBS-Barclays Commercial Mortgage Trust 2012-C2, Commerical Mtg. Pass-Through Certificates, Series 2012-C2, Cl. E, 5.05%, 5/1/634,7		265,000		267,217
UBS-Barclays Commercial Mortgage Trust 2013-C5, Commerical Mtg. Pass-Through Certificates, Series 2013-C5, Cl. D, 4.097%, 3/1/467		1,970,000		1,855,418
WaMu Mortgage Pass-Through Certificates 2005-AR12 Trust, Mtg. Pass-Through Certificates, Series 2007-AR12, Cl. 1A8, 2.45%, 10/1/357		2,486,539		2,356,243
Wells Fargo Mortgage-Backed Securities 2005-AR15 Trust, Mtg. Pass-Through Certificates, Series 2005-AR15, Cl. 1A6, 2.613%, 9/1/357		8,446,263		7,964,704
Wells Fargo Mortgage-Backed Securities 2006-8 Trust, Mtg. Pass-Through Certificates, Series 2006-8, Cl. A15, 6%, 7/1/36		8,202,422		8,240,309
Wells Fargo Mortgage-Backed Securities 2006-AR2 Trust, Mtg. Pass-Through Certificates, Series 2006-AR2, Cl. 2A3, 2.64%, 3/1/367		4,361,667		4,387,704
WFRBS Commercial Mortgage Trust 2012-C10, Commercial Mtg. Pass-Through Certificates, Series 2012-C10, Cl. D, 4.61%, 12/1/454,7		730,000		712,714
WFRBS Commercial Mortgage Trust 2012-C7, Commercial Mtg. Pass-Through Certificates, Series 2012-C7, Cl. E, 5.005%, 6/1/454,7		1,300,000		1,324,513
WFRBS Commercial Mortgage Trust 2012-C8, Commercial Mtg. Pass-Through Certificates, Series 2012-C8, Cl. D, 5.042%, 8/1/454,7		1,420,000		1,451,051

OPPENHEIMER GLOBAL ALLOCATION FUND 29

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Principal Amount		Value
Mortgage-Backed Obligations Continued
WFRBS Commercial Mortgage Trust 2013-C11, Commercial Mtg. Pass-Through Certificates, Series 2013-C11, Cl. D, 4.325%, 3/1/454,7	$	726,000	$	708,660
Total Mortgage-Backed Obligations (Cost $102,796,955)				104,269,132
Non-Convertible Corporate Bonds and Notes—7.9%
Accellent, Inc., 10% Sr. Unsec. Sub. Nts., 11/1/17		310,000		296,825
Access Midstream Partners LP/ACMP Finance Corp., 4.875% Sr. Unsec. Unsub. Nts., 5/15/23		440,000		456,500
Actuant Corp., 5.625% Sr. Unsec. Unsub. Nts., 6/15/22		465,000		487,088
ADS Waste Holdings, Inc., 8.25% Sr. Nts., 10/1/204		110,000		120,725
AES Corp. (The):
7.375% Sr. Unsec. Unsub. Nts., 7/1/21		205,000		244,975
8% Sr. Unsec. Unsub. Nts., 10/15/17		430,000		517,075
Affinia Group, Inc., 7.75% Sr. Unsec. Nts., 5/1/214		355,000		366,981
Affinion Group Holdings, Inc., 11.625% Sr. Unsec. Nts., 11/15/15		470,000		279,650
Affinion Group, Inc., 7.875% Sr. Unsec. Nts., 12/15/18		1,045,000		825,550
Air Lease Corp., 4.75% Sr. Unsec. Unsub. Nts., 3/1/20		710,000		738,400
Air Medical Group Holdings, Inc., 9.25% Sr. Sec. Nts., 11/1/18		288,000		320,400
Aircastle Ltd., 6.25% Sr. Unsec. Nts., 12/1/19		220,000		246,400
AK Steel Corp., 7.625% Sr. Unsec. Unsub. Nts., 5/15/20		400,000		349,000
Alere, Inc.:
7.25% Sr. Unsec. Nts., 7/1/184		345,000		373,463
8.625% Sr. Unsec. Sub. Nts., 10/1/18		2,795		3,012
Aleris International, Inc.:
7.625% Sr. Unsec. Nts., 2/15/18		605,000		656,425
7.875% Sr. Unsec. Unsub. Nts., 11/1/20		700,000		757,750
Alliance One International, Inc., 10% Sr. Unsec. Nts., 7/15/16		345,000		368,081
Ally Financial, Inc., 8% Sr. Unsec. Unsub. Nts., 3/15/20		700,000		883,750
Alpha Natural Resources, Inc., 6% Sr. Unsec. Unsub. Nts., 6/1/19		275,000		258,500
Alphabet Holding Co., Inc., 7.75% Sr. Unsec. Nts., 11/1/174,10		150,000		157,125
Altegrity, Inc., 10.50% Sr. Unsec. Sub. Nts., 11/1/154		390,000		358,800
AMC Entertainment, Inc., 8.75% Sr. Unsec. Nts., 6/1/19		370,000		409,313
American Airlines 2011-2 Class A Pass-Through Trust, 8.625% Sec. Certificates, 4/15/23		1,010,085		1,068,165
American Seafoods Group LLC, 10.75% Sr. Sub. Nts., 5/15/164		320,000		338,800
AmeriGas Finance LLC/AmeriGas Finance Corp., 6.75% Sr. Unsec. Nts., 5/20/20		780,000		867,750
Anixter, Inc., 5.625% Sr. Unsec. Nts., 5/1/19		290,000		311,025
Antero Resources Finance Corp., 6% Sr. Unsec. Nts., 12/1/20		275,000		292,188
ARAMARK Corp., 5.75% Sr. Unsec. Nts., 3/15/204		350,000		368,375
Arch Coal, Inc., 7.25% Sr. Unsec. Unsub. Nts., 6/15/21		195,000		179,400

30 OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Ardagh Packaging Finance plc/Ardagh MP Holdings USA, Inc., 7% Sr. Unsec. Nts., 11/15/204	$	230,000	$	243,800
ArvinMeritor, Inc., 10.625% Sr. Unsec. Nts., 3/15/18		245,000		271,338
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.:
5.875% Sr. Unsec. Nts., 8/1/234		320,000		329,600
6.625% Sr. Nts., 10/1/204		225,000		237,938
Avaya, Inc., 7% Sr. Sec. Nts., 4/1/194		380,000		367,650
Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 5.50% Sr. Unsec. Nts., 4/1/234		370,000		383,413
BC Mountain LLC/BC Mountain Finance, Inc., 7% Sr. Unsec. Nts., 2/1/214		710,000		765,025
BE Aerospace, Inc., 6.875% Sr. Nts., 10/1/20		325,000		366,438
Beazer Homes USA, Inc., 9.125% Sr. Unsec. Nts., 5/15/19		395,000		434,500
Belden, Inc., 5.50% Sr. Unsec. Sub. Nts., 9/1/224		325,000		336,375
Berry Plastics Corp., 9.75% Sec. Nts., 1/15/21		740,000		880,600
Bill Barrett Corp., 7.625% Sr. Unsec. Unsub. Nts., 10/1/19		305,000		333,975
Biomet, Inc.:
6.50% Sr. Unsec. Nts., 8/1/204		110,000		120,313
6.50% Sr. Unsec. Sub. Nts., 10/1/204		135,000		141,750
Boyd Gaming Corp., 9.125% Sr. Unsec. Nts., 12/1/18		735,000		819,525
BreitBurn Energy Partners LP/BreitBurn Finance Corp., 8.625% Sr. Unsec. Nts., 10/15/20		900,000		1,010,250
Building Materials Corp. of America, 6.75% Sr. Nts., 5/1/214		225,000		249,750
Bumble Bee Acquisition Corp., 9% Sr. Sec. Nts., 12/15/174		633,000		704,213
Burger King Corp., 9.875% Sr. Unsec. Unsub. Nts., 10/15/18		340,000		388,875
Burlington Coat Factory Warehouse Corp., 10% Sr. Unsec. Nts., 2/15/19		310,000		348,363
Burlington Holdings LLC/Burlington Holding Finance, Inc., 9% Sr. Unsec. Nts., 2/15/184,10		675,000		703,688
Caesars Entertainment Operating Co., Inc., 10% Sr. Sec. Nts., 12/15/18		1,520,000		942,400
Calpine Corp.:
7.50% Sr. Sec. Nts., 2/15/214		477,000		541,395
7.875% Sr. Sec. Nts., 1/15/234		193,000		221,950
Cantor Commercial Real Estate Co. LP/CCRE Finance, 7.75% Sr. Unsec. Nts., 2/15/184,8		465,000		483,600
Catalent Pharma Solutions, Inc., 9.50% Sr. Unsec. Nts., 4/15/15		58		58
Catalyst Paper Corp., 11.9275% Sr. Sec. Nts., 10/30/1710		363,436		281,663
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75% Sr. Unsec. Nts., 9/1/234		355,000		370,088
Cenveo Corp., 8.875% Sec. Nts., 2/1/18		285,000		289,988
Cequel Communications Escrow 1 LLC/Cequel Escrow Capital Corp., 6.375% Sr. Nts., 9/15/204		1,035,000		1,107,450
Ceridian Corp., 11.25% Sr. Unsec. Nts., 11/15/15		345,000		359,231
Chaparral Energy, Inc., 9.875% Sr. Unsec. Nts., 10/1/20		195,000		228,150

OPPENHEIMER GLOBAL ALLOCATION FUND 31

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Chesapeake Energy Corp., 5.75% Sr. Unsec. Nts., 3/15/23	$	360,000	$	391,500
Chesapeake Midstream Partners LP/CHKM Finance Corp., 6.125% Sr. Unsec. Unsub. Nts., 7/15/22		775,000		856,375
Chiquita Brands International, Inc., 7.875% Sr. Sec. Nts., 2/1/214		320,000		344,000
CHS/Community Health Systems, Inc., 7.125% Sr. Unsec. Unsub. Nts., 7/15/20		270,000		302,063
Cimarex Energy Co., 5.875% Sr. Unsec. Unsub. Nts., 5/1/22		645,000		706,275
Cincinnati Bell, Inc.:
8.375% Sr. Unsec. Unsub. Nts., 10/15/20		140,000		150,850
8.75% Sr. Unsec. Sub. Nts., 3/15/18		180,000		184,500
Cinemark USA, Inc., 5.125% Sr. Unsec. Nts., 12/15/224		170,000		176,800
CIT Group, Inc.:
4.25% Sr. Unsec. Nts., 8/15/17		140,000		148,925
5% Sr. Unsec. Nts., 8/15/22		555,000		623,656
Citigroup, Inc., 5.35% Jr. Sub. Perpetual Bonds, Series D11		350,000		353,153
CKE Restaurants, Inc., 11.375% Sec. Nts., 7/15/18		35,000		36,794
Claire’s Stores, Inc., 8.875% Sr. Sec. Nts., 3/15/19		355,000		382,513
Cleaver-Brooks, Inc., 8.75% Sr. Sec. Nts., 12/15/194		470,000		519,350
Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp., 8.50% Sr. Unsec. Unsub. Nts., 12/15/19		150,000		165,000
CNH Capital LLC, 6.25% Sr. Unsec. Nts., 11/1/16		180,000		200,250
Cogeco Cable, Inc., 4.875% Sr. Unsec. Nts., 5/1/204		90,000		91,913
Commercial Vehicle Group, Inc., 7.875% Sec. Nts., 4/15/19		400,000		410,000
Community Choice Financial, Inc., 10.75% Sr. Sec. Nts., 5/1/19		345,000		337,238
Consolidated Container Co. LLC/Consolidated Container Capital, Inc., 10.125% Sr. Unsec. Nts., 7/15/204		160,000		178,400
Continental Resources, Inc., 4.50% Sr. Unsec. Nts., 4/15/234		210,000		224,175
Continental Rubber Of America Corp., 4.50% Sr. Sec. Nts., 9/15/194		150,000		156,675
Cricket Communications, Inc., 7.75% Sr. Unsec. Nts., 10/15/20		645,000		659,472
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.50% Sr. Unsec. Nts., 1/15/234		705,000		723,506
Crown Castle International Corp., 5.25% Sr. Unsec. Nts., 1/15/23		275,000		289,094
CST Brands, Inc., 5% Sr. Unsec. Nts., 5/1/234,8		320,000		330,000
Cumulus Media Holdings, Inc., 7.75% Sr. Unsec. Unsub. Nts., 5/1/19		480,000		492,000
Dean Foods Co., 9.75% Sr. Unsec. Unsub. Nts., 12/15/18		400,000		467,500
Denbury Resources, Inc., 4.625% Sr. Unsec. Sub. Nts., 7/15/23		320,000		323,600
DigitalGlobe, Inc., 5.25% Sr. Unsec. Unsub. Nts., 2/1/214		185,000		187,544
DineEquity, Inc., 9.50% Sr. Unsec. Unsub. Nts., 10/30/18		400,000		458,000
DISH DBS Corp.:
5.875% Sr. Unsec. Nts., 7/15/22		450,000		461,250
6.75% Sr. Unsec. Nts., 6/1/21		180,000		195,300
7.875% Sr. Unsec. Nts., 9/1/19		820,000		938,900

32 OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Drill Rigs Holdings, Inc., 6.50% Sr. Sec. Nts., 10/1/174	$	70,000	$	71,225
DynCorp International, Inc., 10.375% Sr. Unsec. Nts., 7/1/17		1,055,000		1,047,088
Eagle Spinco, Inc., 4.625% Sr. Unsec. Nts., 2/15/214		275,000		289,781
Energy Future Intermediate Holding Co. LLC/EFIH Finance, Inc.:
10% Sr. Sec. Nts., 12/1/204		775,000		882,531
11.75% Sec. Nts., 3/1/224		710,000		816,500
Entravision Communications Corp., 8.75% Sr. Sec. Nts., 8/1/17		662,000		716,615
EP Energy LLC/Everest Acquisition Finance, Inc., 7.75% Sr. Unsec. Nts., 9/1/22		640,000		737,600
Equinix, Inc., 4.875% Sr. Unsec. Nts., 4/1/20		355,000		372,750
Erickson Air-Crane, Inc., 8.25% Sr. Sec. Nts., 5/1/204,8		700,000		723,625
Exterran Partners LP/EXLP Finance Corp., 6% Sr. Unsec. Nts., 4/1/214		185,000		189,625
Fairpoint Communications, Inc., 8.75% Sr. Sec. Nts., 8/15/194		1,155,000		1,178,100
FelCor Escrow Holdings LLC, 6.75% Sr. Sec. Nts., 6/1/19		530,000		581,675
FelCor Lodging LP, 5.625% Sr. Sec. Nts., 3/1/234		275,000		285,656
FGI Operating Co. LLC/FGI Finance, Inc., 7.875% Sr. Sec. Nts., 5/1/204		765,000		832,894
First Data Corp.:
6.75% Sr. Sec. Nts., 11/1/204		550,000		592,625
8.25% Sec. Nts., 1/15/214		345,000		368,288
10.625% Sr. Unsec. Nts., 6/15/214		460,000		475,525
12.625% Sr. Unsec. Nts., 1/15/21		1,410,000		1,536,900
Forbes Energy Services Ltd., 9% Sr. Unsec. Nts., 6/15/19		300,000		297,750
Ford Motor Co., 7.45% Bonds, 7/16/31		230,000		307,454
Foresight Energy LLC, 9.625% Sr. Unsec. Nts., 8/15/174		525,000		572,250
Freescale Semiconductor, Inc.: 9.25% Sr. Sec. Nts., 4/15/184		700,000		773,500
10.75% Sr. Unsec. Nts., 8/1/20		407,000		466,015
Fresenius Medical Care US Finance II, Inc.:
5.625% Sr. Unsec. Nts., 7/31/194		290,000		325,525
5.875% Sr. Unsec. Nts., 1/31/224		145,000		166,750
Frontier Communications Corp., 7.625% Sr. Unsec. Unsub. Nts., 4/15/24		355,000		371,863
GenCorp, Inc., 7.125% Sec. Nts., 3/15/214		705,000		763,163
General Cable Corp., 5.75% Sr. Unsec. Unsub. Nts., 10/1/224		330,000		343,200
Genesis Energy LP/Genesis Energy Finance Corp., 5.75% Sr. Unsec. Nts., 2/15/214		205,000		216,147
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Unsub. Nts., 9/1/18		465,000		485,925
Geo Group, Inc. (The), 5.125% Sr. Unsec. Nts., 4/1/234		360,000		373,950
Georgia Gulf Corp., 4.875% Sr. Unsec. Nts., 5/15/234		65,000		68,169
Getty Images, Inc., 7% Sr. Nts., 10/15/204,8		335,000		340,863
Goodyear Tire & Rubber Co. (The), 8.25% Sr. Unsec. Unsub. Nts., 8/15/20		735,000		825,956
Gray Television, Inc., 7.50% Sr. Unsec. Nts., 10/1/20		725,000		790,250
Grifols SA, 8.25% Sr. Sec. Nts., 2/1/18		305,000		336,263
Halcon Resources Corp., 8.875% Sr. Unsec. Nts., 5/15/214		675,000		727,313

OPPENHEIMER GLOBAL ALLOCATION FUND 33

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Hawk Acquisition Sub, Inc., 4.25% Sr. Sec. Nts., 10/15/204	$	465,000	$	471,975
HCA, Inc., 7.50% Sr. Unsec. Unsub. Nts., 2/15/22		295,000		353,263
HD Supply, Inc., 7.50% Sr. Unsec. Nts., 7/15/204		715,000		775,775
HealthSouth Corp.: 7.75% Sr. Unsec. Nts., 9/15/22		180,000		200,250
8.125% Sr. Unsec. Unsub. Nts., 2/15/20		550,000		614,625
Hercules Offshore, Inc., 7.125% Sr. Sec. Nts., 4/1/174		390,000		425,100
Hexion U.S. Finance Corp./Hexion Nova Scotia Finance ULC, 8.875% Sr. Sec. Nts., 2/1/18		350,000		372,750
Hiland Partners LP/Hiland Partners Finance Corp., 7.25% Sr. Nts., 10/1/204		190,000		212,325
HOA Restaurants Group LLC/HOA Finance Corp., 11.25% Sr. Sec. Nts., 4/1/174		885,000		852,919
Hologic, Inc., 6.25% Sr. Unsec. Unsub. Nts., 8/1/20		50,000		54,250
Hornbeck Offshore Services, Inc., 5.875% Sr. Unsec. Nts., 4/1/20		785,000		829,156
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Unsub. Nts., 3/15/21		1,130,000		1,262,775
IAC/InterActiveCorp, 4.75% Sr. Unsec. Nts., 12/15/224		350,000		353,500
Igloo Holdings Corp., 8.25% Sr. Unsec. Nts., 12/15/175,10		775,000		804,547
Ineos Finance plc, 8.375% Sr. Sec. Bonds, 2/15/194		1,000,000		1,131,250
Inergy Midstream LP/Finance Corp., 6% Sr. Unsec. Nts., 12/15/204		225,000		238,500
Infor US, Inc., 9.375% Sr. Unsec. Nts., 4/1/19		145,000		166,025
Intelsat Bermuda Ltd., 11.25% Sr. Unsec. Nts., 2/4/17		106,000		113,023
Intelsat Jackson Holdings SA, 7.25% Sr. Unsec. Nts., 10/15/20		400,000		445,500
Intelsat Luxembourg SA, 7.75% Sr. Unsec. Nts., 6/1/214		460,000		491,625
International Lease Finance Corp.: 3.875% Sr. Unsec. Unsub. Nts., 4/15/18		275,000		279,641
4.625% Sr. Unsec. Unsub. Nts., 4/15/21		185,000		188,584
8.75% Sr. Unsec. Unsub. Nts., 3/15/17		580,000		700,350
iPayment, Inc., 10.25% Sr. Unsec. Nts., 5/15/18		1,035,000		952,200
Isle of Capri Casinos, Inc., 7.75% Sr. Unsec. Unsub. Nts., 3/15/19		795,000		878,475
J.C. Penney Corp, Inc., 6.375% Sr. Unsec. Unsub. Nts., 10/15/36		455,000		366,844
Jaguar Holding Co./Jaguar Merger Sub, Inc., 9.50% Sr. Unsec. Nts., 12/1/194		320,000		372,000
Jaguar Land Rover plc: 5.625% Sr. Unsec. Nts., 2/1/234		285,000		299,250
7.75% Sr. Unsec. Bonds, 5/15/184		205,000		227,550
Jefferies Finance LLC/JFIN Co-Issuer Corp., 7.375% Sr. Unsec. Nts., 4/1/204		420,000		438,900
JMC Steel Group, Inc., 8.25% Sr. Unsec. Nts., 3/15/184		55,000		57,819
K Hovnanian Enterprises, Inc., 9.125% Sec. Nts., 11/15/204		170,000		193,800
Kenan Advantage Group, Inc. (The), 8.375% Sr. Unsec. Nts., 12/15/184		330,000		348,975
Kindred Healthcare, Inc., 8.25% Sr. Unsec. Nts., 6/1/19		935,000		966,556
Kinetic Concepts, Inc./KCI USA, Inc., 10.50% Sec. Nts., 11/1/18		760,000		856,900
Kodiak Oil & Gas Corp., 5.50% Sr. Unsec. Nts., 1/15/214		405,000		427,781

34 OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Kratos Defense & Security Solutions, Inc., 10% Sr. Sec. Nts., 6/1/17	$	430,000	$	476,225
Landry’s, Inc., 9.375% Sr. Unsec. Nts., 5/1/204		765,000		846,281
Lear Corp., 4.75% Sr. Unsec. Nts., 1/15/234		710,000		715,325
Level 3 Communications, Inc., 8.875% Sr. Unsec. Nts., 6/1/194		690,000		765,038
Level 3 Financing, Inc., 9.375% Sr. Unsec. Unsub. Nts., 4/1/19		180,000		203,850
Levi Strauss & Co.:
6.875% Sr. Unsec. Nts., 5/1/224		90,000		100,913
7.625% Sr. Unsec. Unsub. Nts., 5/15/20		370,000		413,013
Limited Brands, Inc., 5.625% Sr. Nts., 2/15/22		335,000		363,056
LIN Television Corp., 6.375% Sr. Nts., 1/15/214		110,000		118,800
Linn Energy LLC/Linn Energy Finance Corp., 8.625% Sr. Unsec. Nts., 4/15/20		1,105,000		1,240,363
LyondellBasell Industries NV, 6% Sr. Unsec. Nts., 11/15/21		285,000		346,420
Manitowoc Co., Inc. (The), 8.50% Sr. Unsec. Nts., 11/1/20		1,050,000		1,202,250
MarkWest Energy Partners LP/MarkWest Energy Finance Corp., 4.50% Sr. Unsec. Unsub. Nts., 7/15/23		615,000		644,213
Marquette Transportation Co./Marquette Transportation Finance Corp., 10.875% Sec. Nts., 1/15/17		1,105,000		1,198,925
MCE Finance Ltd., 5% Sr. Unsec. Nts., 2/15/214		360,000		365,850
MedAssets, Inc., 8% Sr. Unsec. Nts., 11/15/18		105,000		116,288
MEG Energy Corp., 6.50% Sr. Unsec. Nts., 3/15/214		915,000		985,913
Memorial Production Partners LP/Memorial Finance Corp., 7.625% Sr. Unsec. Nts., 5/1/214		230,000		235,750
MetroPCS Wireless, Inc.:
6.25% Sr. Unsec. Nts., 4/1/214		355,000		382,513
6.625% Sr. Unsec. Nts., 11/15/20		750,000		814,688
6.625% Sr. Unsec. Nts., 4/1/234		360,000		388,350
MGM Resorts International:
6.625% Sr. Unsec. Unsub. Nts., 12/15/21		110,000		119,625
6.75% Sr. Unsec. Nts., 10/1/204		195,000		214,500
Milestone Aviation Group LLC, 8.625% Sr. Unsec. Nts., 12/15/174		440,000		459,800
Momentive Performance Materials, Inc., 8.875% Sr. Sec. Nts., 10/15/20		220,000		240,900
Monitronics International, Inc., 9.125% Sr. Unsec. Nts., 4/1/20		390,000		425,100
MTR Gaming Group, Inc., 11.50% Sec. Nts., 8/1/19		316,575		335,570
Multiplan, Inc., 9.875% Sr. Nts., 9/1/184		105,000		118,781
Murray Energy Corp., 10.25% Sr. Sec. Nts., 10/15/154		555,000		568,875
Nationstar Mortgage LLC/Nationstar Capital Corp.:
6.50% Sr. Unsec. Unsub. Nts., 7/1/214		720,000		758,700
7.875% Sr. Unsec. Nts., 10/1/204		200,000		225,000
10.875% Sr. Unsec. Nts., 4/1/15		810,000		861,127
Navios Maritime Acquisition Corp., 8.625% Sr. Sec. Nts., 11/1/17		300,000		301,125
Navios Maritime Holdings, Inc./Navios Maritime Finance U.S., Inc., 8.875% Sr. Sec. Nts., 11/1/17		180,000		190,125

OPPENHEIMER GLOBAL ALLOCATION FUND 35

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Navistar International Corp., 8.25% Sr. Unsec. Nts., 11/1/21	$	210,000	$	219,713
NCL Corp. Ltd., 5% Sr. Unsec. Nts., 2/15/184		360,000		375,750
NewPage Corp., 11.375% Sr. Sec. Nts., 12/31/1412		106,261		42,685
Nexstar Broadcasting, Inc., 6.875% Sr. Unsec. Nts., 11/15/204		340,000		363,800
Nexstar Broadcasting, Inc./Mission Broadcasting, Inc., 8.875% Sec. Nts., 4/15/17		310,000		341,000
Norske Skogindustrier ASA, 6.125% Unsec. Bonds, 10/15/154		590,000		443,975
Nortek, Inc.:
8.50% Sr. Unsec. Nts., 4/15/214		545,000		610,400
10% Sr. Unsec. Nts., 12/1/18		800,000		903,000
Novelis, Inc., 8.75% Sr. Unsec. Nts., 12/15/20		370,000	��	421,800
NRG Energy, Inc., 6.625% Sr. Unsec. Nts., 3/15/234		135,000		147,825
Nuveen Investments, Inc., 9.50% Sr. Unsec. Nts., 10/15/204		355,000		384,288
Oasis Petroleum, Inc., 6.875% Sr. Unsec. Nts., 1/15/23		180,000		200,700
Offshore Group Investment Ltd.:
7.125% Sr. Sec. Nts., 4/1/234		370,000		386,650
7.50% Sr. Sec. Nts., 11/1/194		700,000		757,750
OMEGA Healthcare Investors, Inc., 6.75% Sr. Unsec. Nts., 10/15/22		1,055,000		1,178,963
Party City Holdings, Inc., 8.875% Sr. Unsec. Nts, 8/1/204		310,000		351,850
Penn National Gaming, Inc., 8.75% Sr. Unsec. Sub. Nts., 8/15/19		625,000		709,375
Petco Holdings, Inc., 8.50% Sr. Nts., 10/15/174,10		5,000		5,244
PetroLogistics LP/PetroLogistics Finance Corp., 6.25% Sr. Unsec. Nts., 4/1/204		90,000		92,250
Pinafore LLC/Pinafore, Inc., 9% Sec. Nts., 10/1/18		872,000		973,370
Ply Gem Industries, Inc.: 9.375% Sr. Unsec. Nts., 4/15/17		520,000		576,550
8.25% Sr. Sec. Nts., 2/15/18		515,000		566,500
Polymer Group, Inc., 7.75% Sr. Sec. Nts., 2/1/19		480,000		529,800
PolyOne Corp., 5.25% Sr. Unsec. Nts., 3/15/234		90,000		95,400
PQ Corp., 8.75% Sr. Sec. Nts., 5/1/184		285,000		309,225
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/20		775,000		838,938
Quicksilver Resources, Inc.: 8.25% Sr. Unsec. Nts., 8/1/15		385,000		396,550
11.75% Sr. Nts., 1/1/16		285,000		306,019
Quiksilver, Inc., 6.875% Sr. Unsec. Nts., 4/15/15		285,000		285,718
R.R. Donnelley & Sons Co.: 7.25% Sr. Nts., 5/15/18		500,000		546,250
7.875% Sr. Unsec. Unsub. Nts., 3/15/21		360,000		394,200
Range Resources Corp., 5% Sr. Unsec. Sub. Nts., 8/15/22		275,000		294,250
Realogy Corp.: 7.625% Sr. Sec. Nts., 1/15/204		775,000		893,188
9% Sr. Sec. Nts., 1/15/204		395,000		470,050
Rent-A-Center, Inc., 4.75% Sr. Unsec. Nts., 5/1/214,8		80,000		80,950
Rentech Nitrogen Partners LP/Rentech Nitrogen Finance Corp., 6.50% Sec. Nts., 4/15/214		230,000		236,613

36 OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Revlon Consumer Products Corp., 5.75% Sr. Unsec. Nts., 2/15/214	$	550,000	$	568,563
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA: 5.75% Sr. Sec. Nts., 10/15/20		350,000		367,500
9% Sr. Unsec. Unsub. Nts., 4/15/19		395,000		428,575
RHP Hotel Properties LP/RHP Finance Corp., 5% Sr. Unsec. Nts., 4/15/214		350,000		358,531
Rite Aid Corp., 9.25% Sr. Unsec. Unsub. Nts., 3/15/20		185,000		215,063
Rosetta Resources, Inc., 5.625% Sr. Unsec. Unsub. Nts., 5/1/218		225,000		234,844
Sabine Pass Liquefaction LLC: 5.625% Sr. Sec. Nts., 2/1/214		355,000		368,313
5.625% Sr. Sec. Nts., 4/15/234		270,000		278,100
Samson Investment Co., 9.75% Sr. Unsec. Nts., 2/15/204		595,000		635,163
SandRidge Energy, Inc.: 7.50% Sr. Unsec. Unsub. Nts., 2/15/23		430,000		445,050
8.75% Sr. Unsec. Nts., 1/15/20		360,000		388,800
SBA Telecommunications, Inc., 5.75% Sr. Unsec. Unsub. Nts., 7/15/204		215,000		229,781
Schaeffler Finance BV, 8.50% Sr. Sec. Nts., 2/15/194		420,000		481,425
Seagate HDD (Cayman), 7% Sr. Unsec. Nts., 11/1/21		485,000		537,138
Sealed Air Corp.: 5.25% Sr. Unsec. Nts., 4/1/234		360,000		373,500
6.50% Sr. Unsec. Nts., 12/1/204		110,000		123,475
ServiceMaster Co.: 7% Sr. Nts., 8/15/204		565,000		588,306
8% Sr. Unsec. Unsub. Nts., 2/15/20		235,000		254,094
SESI LLC, 6.375% Sr. Unsec. Nts., 5/1/19		105,000		114,450
Sinclair Television Group, Inc.: 5.375% Sr. Unsec. Nts., 4/1/214		375,000		381,563
6.125% Sr. Nts., 10/1/224		705,000		750,825
SM Energy Co., 6.50% Sr. Unsec. Unsub. Nts., 1/1/23		350,000		388,500
Southern States Cooperative, Inc., 11.25% Sr. Nts., 5/15/154		470,000		496,438
Speedy Cash, Inc., 10.75% Sr. Sec. Nts., 5/15/184		545,000		588,600
Spencer Spirit Holdings, Inc., 9% Sr. Unsec. Nts., 5/1/184,8,10		365,000		369,106
SPL Logistics Escrow LLC/SPL Logistics Finance Corp., 8.875% Sr. Sec. Nts., 8/1/204		685,000		726,100
Springleaf Finance Corp., 6.90% Nts., Series J, 12/15/17		515,000		538,497
Sprint Capital Corp., 6.875% Sr. Unsec. Nts., 11/15/28		490,000		503,475
Sprint Nextel Corp., 9% Sr. Unsec. Nts., 11/15/184		335,000		412,888
STHI Holding Corp., 8% Sec. Nts., 3/15/184		305,000		335,500
Sun Products Corp. (The), 7.75% Sr. Unsec. Nts., 3/15/214		360,000		373,500
SunGard Data Systems, Inc., 7.625% Sr. Unsec. Nts., 11/15/20		365,000		405,150
Taylor Morrison Communities, Inc./Monarch Communities, Inc., 5.25% Sr. Unsec. Nts., 4/15/214		230,000		235,750

OPPENHEIMER GLOBAL ALLOCATION FUND 37

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
Terex Corp., 6% Sr. Unsec. Nts., 5/15/21	$	850,000	$	918,000
Tervita Corp., 8% Sr. Sec. Nts., 11/15/184		275,000		288,578
Tesoro Logistics LP/Tesoro Logistics Finance Corp., 5.875% Sr. Nts., 10/1/204		195,000		210,600
Thermadyne Holdings Corp., 9% Sr. Sec. Nts., 12/15/17		710,000		781,000
Thermon Industries, Inc., 9.50% Sr. Sec. Nts., 5/1/17		287,000		325,494
TMX Finance LLC/TitleMax Finance Corp., 13.25% Sr. Sec. Nts., 7/15/15		355,000		388,725
Tower Automotive Holdings USA LLC/TA Holdings Finance, Inc., 10.625% Sr. Sec. Nts., 9/1/174		335,000		358,035
TransDigm, Inc., 7.75% Sr. Unsec. Sub. Nts., 12/15/18		980,000		1,090,250
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 8.75% Sr. Sec. Nts., 2/1/194		180,000		180,450
UCI International, Inc., 8.625% Sr. Unsec. Nts., 2/15/19		340,000		359,125
United Rentals North America, Inc., 7.375% Sr. Unsec. Nts., 5/15/20		130,000		147,875
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH, 7.50% Sr. Sec. Nts., 3/15/19		335,000		369,338
Universal Hospital Services, Inc., 7.625% Sr. Sec. Nts, 8/15/20		155,000		168,563
Univision Communications, Inc., 7.875% Sr. Sec. Nts., 11/1/204		640,000		723,200
UPCB Finance V Ltd., 7.25% Sr. Sec. Nts., 11/15/214		695,000		778,400
UPCB Finance VI Ltd., 6.875% Sr. Sec. Nts., 1/15/224		765,000		843,413
US Airways 2011-1 Class A Pass-Through Trust, 7.125% Sec. Certificates, 10/22/23		546,311		637,818
US Coatings Acquisition, Inc./Flash Dutch 2 BV, 7.375% Sr. Unsec. Nts., 5/1/214		225,000		241,031
US Foods, Inc., 8.50% Sr. Unsec. Nts., 6/30/194		345,000		376,913
US Oncology, Inc., Escrow Shares (related to 9.125% Sr. Sec. Nts., 8/15/17)12		225,000		9,844
Valeant Pharmaceuticals Inernational, Inc., 7.25% Sr. Unsec. Nts., 7/15/224		300,000		341,250
Valeant Pharmaceuticals International, Inc., 6.875% Sr. Unsec. Nts., 12/1/184		265,000		289,844
Vanguard Health Holding Co. II LLC/Vanguard Holding Co. II, Inc., 8% Sr. Nts., 2/1/18		500,000		543,750
Vector Group Ltd., 7.75% Sr. Sec. Nts., 2/15/214		360,000		385,200
VeriSign, Inc., 4.625% Sr. Unsec. Nts., 5/1/234		180,000		185,400
Verso Paper Holdings LLC/Verso Paper, Inc., 11.75% Sr. Sec. Nts., 1/15/19		646,000		505,495
ViaSat, Inc., 6.875% Sr. Unsec. Unsub. Nts., 6/15/20		756,000		827,820
Viking Cruises Ltd., 8.50% Sr. Nts., 10/15/224		220,000		246,950
Visteon Corp., 6.75% Sr. Unsec. Nts., 4/15/19		774,000		838,823
Warner Chilcott Co. LLC/Warner Chilcott Finance LLC, 7.75% Sr. Unsec. Nts., 9/15/18		135,000		147,150
Wells Enterprises, Inc., 6.75% Sr. Sec. Nts., 2/1/204		355,000		386,063
West Corp., 8.625% Sr. Unsec. Nts., 10/1/18		695,000		773,188
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/154		535,000		393,225
Western Refining, Inc., 6.25% Sr. Unsec. Nts., 4/1/214		360,000		373,500

38 OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes Continued
WEX, Inc., 4.75% Sr. Unsec. Nts., 2/1/234	$	460,000	$	462,300
Wind Acquisition Finance SA, 7.25% Sr. Sec. Nts., 2/15/184		810,000		858,600
Windstream Corp., 6.375% Sr. Unsec. Nts., 8/1/23		230,000		239,200
Xerium Technologies, Inc., 8.875% Sr. Unsec. Nts., 6/15/18		430,000		441,825
Zayo Group LLC/Zayo Capital, Inc., 8.125% Sr. Sec. Nts., 1/1/20		165,000		186,863
Total Non-Convertible Corporate Bonds and Notes (Cost $134,386,630)				141,200,983
Convertible Corporate Bonds and Notes—0.0%
Leap Wireless International, Inc., 4.50% Cv. Sr. Unsec. Nts., 7/15/14 (Cost $455,739)		480,000		492,000
Corporate Loans—0.6%
Affinion Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 10/9/167		387,013		381,346
ATP Oil & Gas Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Debtor in Possession: 4.25%, 5/31/137,8		32,925		27,327
13.188%, 5/31/13-2/23/147		126,672		105,137
Tranche NM, 13.188%, 2/23/147		13,936		11,567
ATP Oil & Gas Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Debtor in Possession, Delayed Draw, 13.188%, 3/3/147		211,042		175,165
Autoparts Holdings Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 7/29/177		276,332		280,362
BJ’S Wholesale Club, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.75%, 3/26/207		1,005,000		1,046,771
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 3/16/187		280,000		283,850
Caesars Entertainment Operating Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B6, 5.45%, 1/28/187		618,751		563,192
Catalent Pharma Solutions, Inc., Sr. Sec. Credit Facilities Term Loan, 5.25%, 12/31/177,8		180,000		182,363
Chesapeake Energy Corp., Sr. Sec. Credit Facilities Term Loan, Tranche B, 5.75%, 12/2/177		310,000		321,407
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.848%, 1/29/167		1,385,009		1,272,477
Crestwood Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 9.75%, 3/26/187		243,194		248,464
Deltek, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 10/10/197		105,000		107,330
Hot Topic, Inc., Sr. Sec. Credit Facilities 1st Lien Bridge Term Loan, 0.75%, 4/6/147,12		365,000		—
iStar Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche A2, 7%, 3/19/177		780,000		833,300
Lonestar Intermediate Super Holdings LLC, Sr. Sec. Credit Facilities Term Loan, 11%, 9/2/197		470,000		506,817
Midstates Petroleum Co., Inc., Sr. Sec. Credit Facilities Term Loan, 1%, 4/4/147,12		2,105,000		—

OPPENHEIMER GLOBAL ALLOCATION FUND 39

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Principal Amount		Value
Corporate Loans Continued
NFR Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.75%, 12/31/187	$	365,000	$	375,950
NTELOS, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 11/9/197		323,375		319,737
Nuveen Investments, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.50%, 2/28/197		890,000		901,866
OneLink Communications/San Juan Cable LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10%, 6/9/187		620,000		638,600
Revel Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:
9.125%, 2/17/1712		689,219		340,014
9.15%, 2/17/1712		32,057		15,815
Saxon Enterprises LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 2/15/197		260,000		262,860
Springleaf Financial Funding Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 5/10/177		343,974		345,909
Total Corporate Loans (Cost $9,570,143)				9,547,626
	Shares
Structured Securities—0.0%
UBS AG, Vietnam Dairy Products JSC Equity Linked Nts., 1/29/144 (Cost $448,964)		90,000		534,739

	Expiration Date		Strike Price			Contracts
Options Purchased—0.8%
iShares MSCI Malaysia Index Fund Call2		7/22/13		$	15.000		5,000			462,500
iShares MSCI Malaysia Index Fund Call2		7/22/13			16.000		20,000			600,000
NIKKEI 225 Index (The) Call2		6/14/13			14,000.000		9,317			3,638,773
Standard & Poor’s 500 Index (The) Call2		5/17/13			1,600.000		4,000			5,080,000
Standard & Poor’s 500 Index (The) Put2		5/17/13			1,550.000		5,500			2,640,000
U.S. Treasury Nts., 10 yr. Futures, 6/19/13 Call2		5/28/13			134.000		5,000			1,171,875
Total Options Purchased (Cost $14,418,022)										13,593,148
						Shares
Investment Companies—20.1%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.12%1,13							19,175,073			19,175,073
Oppenheimer Master Event-Linked Bond Fund, LLC1							9,251,612			119,482,450
Oppenheimer Master Loan Fund, LLC1							13,324,412			181,044,920
Oppenheimer Short Duration Fund, Cl. Y1							4,014,630			40,226,591
Total Investment Companies (Cost $353,635,172)										359,929,034
Total Investments, at Value (Cost $1,567,318,399)							99.5	%		1,784,414,077
Other Assets Net of Liabilities							0.5			9,162,327
Net Assets							100.0	%	$	1,793,576,404

40 OPPENHEIMER GLOBAL ALLOCATION FUND

Footnotes to Statement of Investments

1. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended April 30, 2013, 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 October 31, 2012		Gross Additions			Gross Reductions				Shares April 30, 2013
Oppenheimer Global Allocation Fund (Cayman) Ltd.a		2,921			—			—				2,921
Oppenheimer Institutional Money Market Fund, Cl. E		43,821,965			168,695,349			193,342,241				19,175,073
Oppenheimer Master Event-Linked Bond Fund, LLC		9,251,612			—			—				9,251,612
Oppenheimer Master Loan Fund, LLC		23,240,748			—			9,916,336				13,324,412
Oppenheimer Short Duration Fund, Cl. Y		4,997,580			15,054			998,004				4,014,630
			Value			Income				Realized Gain (Loss)
Oppenheimer Global Allocation Fund (Cayman) Ltd.a				$	14,913,533		$	—			$	—
Oppenheimer Institutional Money Market Fund, Cl. E					19,175,073			27,341				—
Oppenheimer Master Event-Linked Bond Fund, LLC					119,482,450			5,139,558	b			(1,012,108	)b
Oppenheimer Master Loan Fund, LLC					181,044,920			8,880,385	c			2,429,476	c
Oppenheimer Short Duration Fund, Cl. Y					40,226,591			122,976				—
				$	374,842,567		$	14,170,260			$	1,417,368

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.

2. Non-income producing security.

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 $127,233,662. 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 $77,599,855 or 4.33% of the Fund’s net assets as of April 30, 2013.

5. Restricted security. The aggregate value of restricted securities as of April 30, 2013 was $4,756,912, which represents 0.27% of the Fund’s net assets. See Note 7 of the accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost			Value			Unrealized Appreciation (Depreciation)
Citigroup Commercial Mortgage Trust 2013-GC11, Commercial Mtg. Pass-Through Certificates, Series 2013-GC11, Cl. D, 4.459%, 4/1/23		4/16/13		$	1,852,494		$	1,867,426		$	14,932
FREMF Mortgage Trust 2013-K26, Commerical Mtg. Pass-Through Certificates, Series 2013-K26, Cl. C, 0%, 12/1/40		4/22/13			596,839			599,332			2,493
Igloo Holdings Corp., 8.25% Sr. Unsec. Nts., 12/15/17		12/13/12-12/14/12			772,788			804,547			31,759
Inretail Peru Corp.		10/4/12			376,000			451,200			75,200
Sinopharm Group Co., Cl. H		6/15/12-4/26/13			1,040,265			1,031,883			(8,382	)
Wallace Theater Holdings, Inc.		3/28/13			4			2,524			2,520
				$	4,638,390		$	4,756,912		$	118,522

OPPENHEIMER GLOBAL ALLOCATION FUND 41

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

Footnotes to Statement of Investments Continued

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

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

8. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after April 30, 2013. See Note 1 of the accompanying Notes.

9. Interest rate is less than 0.0005%.

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

11. 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.

12. 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.

13. Rate shown is the 7-day yield as of April 30, 2013.

Distribution of investments representing geographic holdings, as a percentage of total investments at value, is as follows:

Geographic Holdings	Value			Percent
United States		$	1,174,230,926		65.8	%
United Kingdom			77,647,611		4.4
Germany			59,204,664		3.3
Japan			51,601,692		2.9
Switzerland			49,640,695		2.8
France			46,206,994		2.6
India			39,163,365		2.2
Brazil			35,708,080		2.0
The Netherlands			29,968,183		1.7
Sweden			25,692,835		1.4
Spain			24,291,800		1.4
China			20,431,650		1.1
Mexico			19,319,212		1.1
Italy			18,041,522		1.0
Denmark			14,241,127		0.8
Ireland			10,628,061		0.6
Russia			10,176,518		0.6
Taiwan			7,834,531		0.4
Australia			7,046,934		0.4
Turkey			6,063,272		0.3
Hong Kong			5,832,600		0.3
Canada			5,621,598		0.3
Korea, Republic of South			4,834,417		0.3
Jersey, Channel Islands			4,128,722		0.2
Philippines			3,914,719		0.2
South Africa			3,521,412		0.2
Colombia			3,167,276		0.2
Luxembourg			3,004,254		0.2
Finland			2,654,428		0.2
Singapore			2,548,171		0.1
Belgium			2,415,436		0.1
Bermuda			2,187,838		0.1
Indonesia			1,938,835		0.1
Nigeria			1,530,352		0.1
Malaysia			1,446,360		0.1
Chile			1,304,077		0.1
United Arab Emirates			1,299,673		0.1
Austria			1,141,973		0.1
Thailand			1,016,504		0.1

42 OPPENHEIMER GLOBAL ALLOCATION FUND

Geographic Holdings Continued	Value			Percent
Argentina		$	950,576		0.1	%
Israel			706,381		—
Egypt			629,018		—
Vietnam			534,739		—
Peru			451,200		—
Norway			443,975		—
Mongolia			49,871		—
Total		$	1,784,414,077		100.0	%

Futures Contracts as of April 30, 2013 are as follows:
Contract Description	Buy/Sell		Number of Contracts		Expiration Date		Value			Unrealized Appreciation (Depreciation)
CBOE Volatility Index		Sell		1,000		9/17/13		$	17,250,000		$	250,600
CBOE Volatility Index		Buy		3,000		5/21/13			43,350,000			(1,111,110	)
CBOE Volatility Index		Sell		2,000		8/20/13			33,500,000			270,300
U.S. Long Bonds		Sell		17		6/19/13			2,522,375			(58,914	)
U.S. Treasury Nts., 2 yr.		Buy		6		6/28/13			1,323,750			1,528
U.S. Treasury Nts., 2 yr.		Sell		152		6/28/13			33,535,000			(20,329	)
U.S. Treasury Nts., 10 yr.		Sell		325		6/19/13			43,341,797			(569,582	)
											$	(1,237,507	)

Spot Currency Exchange Contracts as of April 30, 2013 are as follows:
Counterparty/Contract Description	Buy/Sell		Contract Amount (000’s)			Expiration Dates		Value			Unrealized Appreciation			Unrealized Depreciation
Bank of America
New Turkish Lira (TRY)		Sell		7	TRY		5/3/13		$	3,816		$	1		$	—
Barclays Capital
Mexican Nuevo Peso (MXN)		Sell		24	MXN		5/3/13			2,015			—			10
Brown Brothers Harriman:
Brazilian Real (BRR)		Sell		699	BRR		5/8/13			349,194			—			1,780
Indian Rupee (INR)		Sell		1,176	INR		5/1/13-5/6/13			21,833			3			119
Malaysian Ringgit (MYR)		Buy		160	MYR		5/2/13-5/6/13			52,502			2			246
Philippine Peso (PHP)		Sell		77	PHP		5/3/13			1,863			7			—
South Korean Won (KRW)		Sell		307,142	KRW		5/1/13-5/6/13			278,891			299			350
													311			2,495
Citigroup
British Pound Sterling (GBP)		Buy		20	GBP		5/1/13			31,243			100			—
Credit Suisse:
Euro (EUR)		Sell		143	EUR		5/2/13			188,190			—			2,073
Mexican Nuevo Peso (MXN)		Sell		473	MXN		5/6/13			38,971			—			10
													—			2,083
Deutsche Bank Securities, Inc.:
Hong Kong Dollar (HKD)		Buy		282	HKD		5/2/13			36,324			4			—
New Turkish Lira (TRY)		Sell		3	TRY		5/2/13			1,784			—			1
													4			1

OPPENHEIMER GLOBAL ALLOCATION FUND 43

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

Spot Currency Exchange Contracts Continued
Counterparty/Contract Description	Buy/Sell		Contract Amount (000’s)			Expiration Dates		Value			Unrealized Appreciation			Unrealized Depreciation
Goldman Sachs & Co.:
Euro (EUR)		Buy		439	EUR		5/3/13		$	577,861		$	687		$	—
Euro (EUR)		Sell		63	EUR		5/3/13-5/6/13			83,458			—			184
Mexican Nuevo Peso (MXN)		Sell		54	MXN		5/2/13			4,419			—			6
Swedish Krona (SEK)		Buy		268	SEK		5/2/13			41,377			580			—
Swiss Franc (CHF)		Buy		351	CHF		5/6/13			377,198			357			—
													1,624			190
Morgan Stanley & Co., Inc.
New Turkish Lira (TRY)		Sell		23	TRY		5/3/13			12,749			—			3
Nomura Securities:
British Pound Sterling (GBP)		Sell		208	GBP		5/2/13-5/3/13			323,169			—			336
Danish Krone (DKK)		Sell		2,663	DKK		5/3/13			470,355			—			535
Hong Kong Dollar (HKD)		Buy		962	HKD		5/3/13			123,935			7			—
													7			871
Total unrealized appreciation and depreciation												$	2,047		$	5,653

Written Options as of April 30, 2013 are as follows:
Description	Type		Number of Contracts		Exercise Price			Expiration Date		Premiums Received			Value				Unrealized Appreciation/ (Depreciation)
iShares MSCI Malaysia Index Fund		Put		20,000		$	13.000		7/22/13		$	99,443		$	(250,000	)		$	(150,557	)
iShares MSCI Malaysia Index Fund		Put		5,000			12.000		7/22/13			11			(37,500	)			(37,489	)
Standard & Poor’s 500 Index (The)		Put		1,500			1,500.000		6/21/13			1,645,443			(1,245,000	)			400,443
											$	1,744,897		$	(1,532,500	)		$	212,397

See accompanying Notes to Financial Statements.

44 OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES    April 30, 2013 / (Unaudited)

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,196,781,484)	$	1,409,571,510
Affiliated companies (cost $353,635,172)		359,929,034
Wholly-owned subsidiary (cost $16,901,743)		14,913,533
		1,784,414,077
Cash		243,385
Cash—foreign currencies (cost $223,711)		224,494
Cash used for collateral on futures		6,605,000
Unrealized appreciation on foreign currency exchange contracts		2,047
Receivables and other assets:
Investments sold (including $642,288 sold on a when-issued or delayed delivery basis)		10,071,442
Interest and dividends		5,459,341
Futures margins		184,840
Shares of beneficial interest sold		77,351
Other		249,593
Total assets		1,807,531,570
Liabilities
Appreciated options written, at value (premiums received $1,645,443)		1,245,000
Depreciated options written, at value (premiums received $99,454)		287,500
Unrealized depreciation on foreign currency exchange contracts		5,653
Payables and other liabilities:
Investments purchased (including $3,006,424 purchased on a when-issued or delayed delivery basis)		7,482,715
Shares of beneficial interest redeemed		2,175,419
Futures margins		900,000
Trustees’ compensation		850,120
Transfer and shareholder servicing agent fees		394,062
Distribution and service plan fees		356,512
Shareholder communications		168,552
Foreign capital gains tax		68,901
Other		20,732
Total liabilities		13,955,166
Net Assets	$	1,793,576,404
Composition of Net Assets
Par value of shares of beneficial interest	$	1,110,292
Additional paid-in capital		2,418,512,297
Accumulated net investment income		17,201,226
Accumulated net realized loss on investments and foreign currency transactions		(859,258,452	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		216,011,041
Net Assets	$	1,793,576,404

OPPENHEIMER GLOBAL ALLOCATION FUND 45

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 $1,344,773,047 and 82,719,520 shares of beneficial interest outstanding)	$	16.26
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	17.25
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $92,161,338 and 5,838,312 shares of beneficial interest outstanding)	$	15.79
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $277,527,819 and 17,560,707 shares of beneficial interest outstanding)	$	15.80
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $10,844 and 668 shares of beneficial interest outstanding)	$	16.24
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $44,867,358 and 2,802,483 shares of beneficial interest outstanding)	$	16.01
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $34,235,998 and 2,107,495 shares of beneficial interest outstanding)	$	16.24

See accompanying Notes to Financial Statements.

46 OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENT OF OPERATIONS    For the Six Months Ended April 30, 2013 / (Unaudited)

Allocation of Income and Expenses from Master Funds1
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	5,136,597
Dividends		2,961
Expenses2		(241,527	)
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		4,898,031
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		8,873,418
Dividends		6,967
Expenses3		(411,492	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		8,468,893
Total allocation of net investment income from master funds		13,366,924
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $641,474)		10,882,887
Affiliated companies		150,317
Interest		6,752,995
Total investment income		17,786,199
Expenses
Management fees		6,824,672
Distribution and service plan fees:
Class A		1,590,889
Class B		477,792
Class C		1,340,242
Class N		110,165
Transfer and shareholder servicing agent fees:
Class A		1,754,625
Class B		229,422
Class C		322,856
Class I		2
Class N		62,637
Class Y		27,078
Shareholder communications:
Class A		122,345
Class B		26,353
Class C		22,662
Class N		2,605
Class Y		554
Custodian fees and expenses		67,250
Trustees’ compensation		18,399
Other		122,815
Total expenses		13,123,363
Less waivers and reimbursements of expenses		(793,664	)
Net expenses		12,329,699
Net Investment Income		18,823,424

OPPENHEIMER GLOBAL ALLOCATION FUND 47

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 $21,919)	$	14,874,587
Closing and expiration of option contracts written		10,489,365
Closing and expiration of futures contracts		9,455,760
Foreign currency transactions		(1,116,579	)
Net realized gain (loss) allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(1,012,108	)
Oppenheimer Master Loan Fund, LLC		2,429,476
Net realized gain		35,120,501
Net change in unrealized appreciation/depreciation on:
Investments (net of foreign capital gains tax of $37,144)		137,739,759
Translation of assets and liabilities denominated in foreign currencies		(5,616,766	)
Futures contracts		(3,905,763	)
Option contracts written		889,970
Net change in unrealized appreciation/deprecation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		2,074,215
Oppenheimer Master Loan Fund, LLC		499,666
Net change in unrealized appreciation/depreciation		131,681,081
Net Increase in Net Assets Resulting from Operations	$	185,625,006

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 $2,055.

3. Net of expense waivers and/or reimbursements of $4,186.

See accompanying Notes to Financial Statements.

48 OPPENHEIMER GLOBAL ALLOCATION FUND

STATEMENTS OF CHANGES IN NET ASSETS    

	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012
Operations
Net investment income	$	18,823,424		$	39,418,434
Net realized gain (loss)		35,120,501			(113,277,681	)
Net change in unrealized appreciation/depreciation		131,681,081			105,689,398
Net increase in net assets resulting from operations		185,625,006			31,830,151
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(7,411,242	)		(38,679,363	)
Class B		(282,749	)		(2,919,364	)
Class C		(862,922	)		(6,712,090	)
Class I		(84	)		(88	)
Class N		(203,519	)		(1,366,280	)
Class Y		(242,142	)		(1,081,900	)
		(9,002,658	)		(50,759,085	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(81,800,153	)		(166,010,634	)
Class B		(19,585,919	)		(41,375,306	)
Class C		(16,934,696	)		(43,203,473	)
Class I		—			10,000
Class N		(4,334,629	)		(10,975,835	)
Class Y		(1,014,959	)		(4,042,075	)
		(123,670,356	)		(265,597,323	)
Net Assets
Total increase (decrease)		52,951,992			(284,526,257	)
Beginning of period		1,740,624,412			2,025,150,669
End of period (including accumulated net investment income of $17,201,226 and $7,380,460, respectively)	$	1,793,576,404		$	1,740,624,412

See accompanying Notes to Financial Statements.

OPPENHEIMER GLOBAL ALLOCATION FUND 49

FINANCIAL HIGHLIGHTS    

Class A	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101			Year Ended October 31, 2009			Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	14.70		$	14.81		$	15.08		$	13.05		$	10.69		$	19.18
Income (loss) from investment operations:
Net investment income2		.18			.33			.36			.18			.16			.27
Net realized and unrealized gain (loss)		1.47			(.04	)		(.41	)		1.96			2.36			(6.28	)
Total from investment operations		1.65			.29			(.05	)		2.14			2.52			(6.01	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.09	)		(.40	)		(.22	)		(.11	)		(.16	)		(.29	)
Distributions from net realized gain		—			—			—			—			—			(2.19	)
Total dividends and/or distributions to shareholders		(.09	)		(.40	)		(.22	)		(.11	)		(.16	)		(2.48	)
Net asset value, end of period	$	16.26		$	14.70		$	14.81		$	15.08		$	13.05		$	10.69
Total Return, at Net Asset Value3		11.24	%		2.14	%		(0.37	)%		16.44	%		24.06	%		(35.52	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,344,773			$1,294,433			$1,473,322			$1,623,802			$1,584,420			$1,525,472
Average net assets (in thousands)		$1,313,845			$1,358,002			$1,589,726			$1,619,840			$1,450,251			$2,364,088
Ratios to average net assets:4
Net investment income		2.32	%5		2.30	%5		2.36	%5		1.29	%5		1.44	%		1.84	%
Total expenses		1.41	%5,6		1.45	%5,6		1.43	%5,6		1.37	%5,7		1.48	%		1.27	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.33	%5,8		1.37	%5,8		1.35	%5,8		1.37	%5		1.42	%		1.26	%
Portfolio turnover rate		14	%		59	%		77	%		204	%9		232	%9		128	%9

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, 2013	1.43	%
Year Ended October 31, 2012	1.47	%
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 all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2013	1.35	%
Year Ended October 31, 2012	1.39	%
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.

50 OPPENHEIMER GLOBAL ALLOCATION FUND

Class B	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101			Year Ended October 31, 2009			Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	14.30		$	14.43		$	14.73		$	12.77		$	10.47		$	18.81
Income (loss) from investment operations:
Net investment income2		.11			.21			.23			.06			.08			.15
Net realized and unrealized gain (loss)		1.42			(.03	)		(.41	)		1.91			2.32			(6.15	)
Total from investment operations		1.53			.18			(.18	)		1.97			2.40			(6.00	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.04	)		(.31	)		(.12	)		(.01	)		(.10	)		(.15	)
Distributions from net realized gain		—			—			—			—			—			(2.19	)
Total dividends and/or distributions to shareholders		(.04	)		(.31	)		(.12	)		(.01	)		(.10	)		(2.34	)
Net asset value, end of period	$	15.79		$	14.30		$	14.43		$	14.73		$	12.77		$	10.47
Total Return, at Net Asset Value3		10.73	%		1.36	%		(1.25	)%		15.45	%		23.17	%		(36.03	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$92,161			$102,131			$145,291			$277,243			$353,853			$410,268
Average net assets (in thousands)		$96,821			$119,580			$224,604			$309,274			$357,111			$765,095
Ratios to average net assets:4
Net investment income		1.42	%5		1.47	%5		1.53	%5		0.46	%5		0.71	%		1.04	%
Total expenses		2.41	%5,6		2.40	%5,6		2.42	%5,6		2.33	%5,7		2.44	%		2.06	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.22	%5,8		2.19	%5,8		2.20	%5,8		2.18	%5		2.20	%		2.05	%
Portfolio turnover rate		14	%		59	%		77	%		204	%9		232	%9		128	%9

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, 2013	2.43	%
Year Ended October 31, 2012	2.42	%
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 all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2013	2.24	%
Year Ended October 31, 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.

OPPENHEIMER GLOBAL ALLOCATION FUND 51

FINANCIAL HIGHLIGHTS    Continued

Class C	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101			Year Ended October 31, 2009			Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	14.31		$	14.44		$	14.73		$	12.77		$	10.47		$	18.81
Income (loss) from investment operations:
Net investment income2		.12			.22			.25			.08			.08			.16
Net realized and unrealized gain (loss)		1.42			(.03	)		(.40	)		1.90			2.32			(6.14	)
Total from investment operations		1.54			.19			(.15	)		1.98			2.40			(5.98	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.05	)		(.32	)		(.14	)		(.02	)		(.10	)		(.17	)
Distributions from net realized gain		—			—			—			—			—			(2.19	)
Total dividends and/or distributions to shareholders		(.05	)		(.32	)		(.14	)		(.02	)		(.10	)		(2.36	)
Net asset value, end of period	$	15.80		$	14.31		$	14.44		$	14.73		$	12.77		$	10.47
Total Return, at Net Asset Value3		10.77	%		1.45	%		(1.08	)%		15.55	%		23.23	%		(35.95	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$277,528			$267,392			$313,963			$363,252			$366,167			$373,380
Average net assets (in thousands)		$271,821			$284,820			$350,372			$366,311			$343,726			$621,258
Ratios to average net assets:4
Net investment income		1.60	%5		1.59	%5		1.65	%5		0.57	%5		0.74	%		1.10	%
Total expenses		2.13	%5,6		2.16	%5,6		2.14	%5,6		2.08	%5,7		2.19	%		2.00	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.05	%5,8		2.08	%5,8		2.06	%5,8		2.08	%5		2.14	%		1.99	%
Portfolio turnover rate		14	%		59	%		77	%		204	%9		232	%9		128	%9

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, 2013	2.15	%
Year Ended October 31, 2012	2.18	%
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 all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2013	2.07	%
Year Ended October 31, 2012	2.10	%
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.

52 OPPENHEIMER GLOBAL ALLOCATION FUND

Class I	Six Months Ended April 30, 2013 (Unaudited)			Period Ended October 31, 20121
Per Share Operating Data
Net asset value, beginning of period	$	14.69		$	14.98
Income (loss) from investment operations:
Net investment income2		.22			.37
Net realized and unrealized gain (loss)		1.46			(.53	)
Total from investment operations		1.68			(.16	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.13	)		(.13	)
Distributions from net realized gain		—			—
Total dividends and/or distributions to shareholders		(.13	)		(.13	)
Net asset value, end of period	$	16.24		$	14.69
Total Return, at Net Asset Value3		11.47	%		(1.04	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$11			$10
Average net assets (in thousands)		$10			$10
Ratios to average net assets:4,5
Net investment income		2.82	%		3.79	%
Total expenses6		0.90	%		0.93	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses7		0.82	%		0.88	%
Portfolio turnover rate		14	%		59	%

1. For the period from February 28, 2012 (inception of offering) to October 31, 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:

Six Months Ended April 30, 2013	0.92	%
Period Ended October 31, 2012	0.95	%

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

Six Months Ended April 30, 2013	0.84	%
Period Ended October 31, 2012	0.90	%

See accompanying Notes to Financial Statements.

OPPENHEIMER GLOBAL ALLOCATION FUND 53

FINANCIAL HIGHLIGHTS    Continued

Class N	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101			Year Ended October 31, 2009			Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	14.48		$	14.60		$	14.86		$	12.87		$	10.54		$	18.94
Income (loss) from investment operations:
Net investment income2		.15			.29			.32			.14			.14			.23
Net realized and unrealized gain (loss)		1.45			(.04	)		(.39	)		1.93			2.33			(6.20	)
Total from investment operations		1.60			.25			(.07	)		2.07			2.47			(5.97	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.07	)		(.37	)		(.19	)		(.08	)		(.14	)		(.24	)
Distributions from net realized gain		—			—			—			—			—			(2.19	)
Total dividends and/or distributions to shareholders		(.07	)		(.37	)		(.19	)		(.08	)		(.14	)		(2.43	)
Net asset value, end of period	$	16.01		$	14.48		$	14.60		$	14.86		$	12.87		$	10.54
Total Return, at Net Asset Value3		11.07	%		1.86	%		(0.55	)%		16.09	%		23.89	%		(35.69	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$44,867			$44,700			$56,284			$69,338			$74,293			$  76,475
Average net assets (in thousands)		$44,825			$50,331			$63,592			$71,783			$70,697			$125,526
Ratios to average net assets:4
Net investment income		2.06	%5		2.06	%5		2.13	%5		1.03	%5		1.26	%		1.57	%
Total expenses		1.67	%5,6		1.69	%5,6		1.66	%5,6		1.61	%5,7		1.69	%		1.53	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.59	%5,8		1.61	%5,8		1.58	%5,8		1.61	%5		1.62	%		1.52	%
Portfolio turnover rate		14	%		59	%		77	%		204	%9		232	%9		128	%9

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, 2013	1.69	%
Year Ended October 31, 2012	1.71	%
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 all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2013	1.61	%
Year Ended October 31, 2012	1.63	%
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.

54 OPPENHEIMER GLOBAL ALLOCATION FUND

Class Y	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101			Year Ended October 31, 2009			Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period		$14.69			$14.80			$15.07			$13.05			$10.68			$19.18
Income (loss) from investment operations:
Net investment income2		.21			.38			.42			.23			.25			.31
Net realized and unrealized gain (loss)		1.45			(.03	)		(.42	)		1.95			2.34			(6.28	)
Total from investment operations		1.66			.35			—			2.18			2.59			(5.97	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(.11	)		(.46	)		(.27	)		(.16	)		(.22	)		(.34	)
Distributions from net realized gain		—			—			—			—			—			(2.19	)
Total dividends and/or distributions to shareholders		(.11	)		(.46	)		(.27	)		(.16	)		(.22	)		(2.53	)
Net asset value, end of period	$	16.24		$	14.69		$	14.80		$	15.07		$	13.05		$	10.68
Total Return, at Net Asset Value3		11.38	%		2.53	%		(0.04	)%		16.80	%		24.83	%		(35.35	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$34,236			$31,958			$36,291			$35,843			$35,737			$  82,551
Average net assets (in thousands)		$32,824			$33,356			$38,475			$35,361			$42,026			$165,149
Ratios to average net assets:4
Net investment income		2.68	%5		2.66	%5		2.71	%5		1.64	%5		2.25	%		2.12	%
Total expenses		1.05	%5,6		1.08	%5,6		1.10	%5,6		1.01	%5,7		1.00	%		0.98	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.97	%5,8		1.00	%5,8		1.02	%5,8		1.01	%5		0.85	%		0.97	%
Portfolio turnover rate		14	%		59	%		77	%		204	%9		232	%9		128	%9

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, 2013	1.07	%
Year Ended October 31, 2012	1.10	%
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 all expenses of the wholly-owned subsidiary and indirect expenses from affiliated fund were as follows:

Six Months Ended April 30, 2013	0.99	%
Year Ended October 31, 2012	1.02	%
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.

OPPENHEIMER GLOBAL ALLOCATION FUND 55

NOTES TO FINANCIAL STATEMENTS    April 30, 2013 / 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 was OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”), through December 31, 2012. Effective January 1, 2013, the Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OFI. The Manager has entered into a sub-advisory agreement with OFI, as of the same effective date.

The Fund offers Class A, Class C, Class I, Class N and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds will be allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class N shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

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.

56 OPPENHEIMER GLOBAL ALLOCATION FUND

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. 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, 2013, 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	$	3,006,424
Sold securities		642,288

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, 2013 is as follows:

Cost	$	804,754
Market Value	$	408,358
Market Value as a % of Net Assets		0.02	%

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

OPPENHEIMER GLOBAL ALLOCATION FUND 57

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

1. Significant Accounting Policies Continued

to the Fund. The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund. The Fund wholly owns and controls the Subsidiary, and the Fund and Subsidiary are both managed by the Manager.

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

For tax purposes, the Subsidiary is an exempted Cayman investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes through September of 2030. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax. However, as a wholly-owned Controlled Foreign Corporation, the Subsidiary’s net income and capital gain, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income. For the six months ended April 30, 2013, the Subsidiary has a deficit of $78,257 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 the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

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

58 OPPENHEIMER GLOBAL ALLOCATION FUND

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.

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

OPPENHEIMER GLOBAL ALLOCATION FUND 59

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

1. Significant Accounting Policies Continued

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, 2012, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended October 31, 2012 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	$	427,992,945
2017		410,473,446
No expiration		56,588,448
Total	$	895,054,839

As of April 30, 2013, it is estimated that the capital loss carryforwards would be $838,466,391 expiring by 2017 and $21,467,947 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, 2013, it is estimated that the Fund will utilize $35,120,501 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, 2013 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

60 OPPENHEIMER GLOBAL ALLOCATION FUND

Federal tax cost of securities	$	1,573,813,725
Federal tax cost of other investments		(85,759,485	)
Total federal tax cost	$	1,488,054,240
Gross unrealized appreciation	$	252,765,695
Gross unrealized depreciation		(43,258,572	)
Net unrealized appreciation	$	209,507,123

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, 2013, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	2,099
Payments Made to Retired Trustees		91,583
Accumulated Liability as of April 30, 2013		662,255

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.

OPPENHEIMER GLOBAL ALLOCATION FUND 61

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

1. Significant Accounting Policies Continued

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 (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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is

62 OPPENHEIMER GLOBAL ALLOCATION FUND

responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

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

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

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

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

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

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

OPPENHEIMER GLOBAL ALLOCATION FUND 63

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

2. Securities Valuation Continued

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.

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

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use

64 OPPENHEIMER GLOBAL ALLOCATION FUND

observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the 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.

OPPENHEIMER GLOBAL ALLOCATION FUND 65

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, 2013 based on valuation input level:

	Level 1— Unadjusted Quoted Prices				Level 2— Other Significant Observable Inputs				Level 3— Significant Unobservable Inputs			Value
Assets Table
Investments, at Value:
Wholly-Owned Subsidiary		$	—			$	14,913,533			$	—		$	14,913,533
Common Stocks
Consumer Discretionary			176,424,382				3,974,127				—			180,398,509
Consumer Staples			117,341,460				2,059,818				—			119,401,278
Energy			60,754,063				3,981,656				—			64,735,719
Financials			132,248,237				28,001,886				2,524			160,252,647
Health Care			133,186,524				642,149				—			133,828,673
Industrials			158,211,937				471,997				—			158,683,934
Information Technology			247,168,143				5,170,600				—			252,338,743
Materials			36,742,716				1,214,715				49,871			38,007,302
Telecommunication Services			23,677,334				—				—			23,677,334
Utilities			5,821,368				—				—			5,821,368
Preferred Stocks			—				466,807				—			466,807
Rights, Warrants and Certificates			—				—				—			—
Asset-Backed Securities			—				2,321,568				—			2,321,568
Mortgage-Backed Obligations			—				104,269,132				—			104,269,132
Non-Convertible Corporate Bonds and Notes			—				141,200,983				—			141,200,983
Convertible Corporate Bonds and Notes			—				492,000				—			492,000
Corporate Loans			—				9,547,626				—			9,547,626
Structured Securities			—				534,739				—			534,739
Options Purchased			9,954,375				3,638,773				—			13,593,148
Investment Companies			59,401,664				300,527,370				—			359,929,034
Total Investments, at Value			1,160,932,203				623,429,479				52,395			1,784,414,077
Other Financial Instruments:
Foreign currency exchange contracts			—				2,047				—			2,047
Futures margins			184,840				—				—			184,840
Total Assets		$	1,161,117,043			$	623,431,526			$	52,395		$	1,784,600,964
Liabilities Table
Other Financial Instruments:
Foreign currency exchange contracts		$	—			$	(5,653	)		$	—		$	(5,653	)
Futures margins			(900,000	)			—				—			(900,000	)
Appreciated options written, at value			(1,245,000	)			—				—			(1,245,000	)
Depreciated options written, at value			(287,500	)			—				—			(287,500	)
Total Liabilities		$	(2,432,500	)		$	(5,653	)		$	—		$	(2,438,153	)

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

66 OPPENHEIMER GLOBAL ALLOCATION FUND

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 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 Level 1*			Transfers out of Level 1**				Transfers into Level 2**			Transfers out of Level 2*
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary		$	1,836,147		$	(2,211,438	)		$	2,211,438		$	(1,836,147	)
Consumer Staples			3,586,515			(3,460,325	)			3,460,325			(3,586,515	)
Energy			13,684,208			(3,310,199	)			3,310,199			(13,684,208	)
Financials			14,906,581			(10,620,625	)			10,620,625			(14,906,581	)
Health Care			6,507,562			(135,225	)			135,225			(6,507,562	)
Industrials			9,953,849			(717,808	)			717,808			(9,953,849	)
Information Technology			22,156,279			(2,638,636	)			2,638,636			(22,156,279	)
Materials			4,105,281			—				—			(4,105,281	)
Total Assets		$	76,736,422		$	(23,094,256	)		$	23,094,256		$	(76,736,422	)

*Transferred from Level 2 to Level 1 due to the presence of a readily available unadjusted quoted market price.

**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.

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:

	Six Months Ended April 30, 2013						Year Ended October 31, 20121
	Shares			Amount			Shares			Amount
Class A
Sold		2,768,439		$	42,771,907			6,186,094		$	89,391,648
Dividends and/or distributions reinvested		445,721			6,757,626			2,536,241			35,191,179
Redeemed		(8,546,193	)		(131,329,686	)		(20,139,844	)		(290,593,461	)
Net decrease		(5,332,033	)	$	(81,800,153	)		(11,417,509	)	$	(166,010,634	)

OPPENHEIMER GLOBAL ALLOCATION FUND 67

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

3. Shares of Beneficial Interest Continued

	Six Months Ended April 30, 2013						Year Ended October 31, 20121
	Shares			Amount			Shares			Amount
Class B
Sold		15,177		$	230,813			677,904		$	9,518,836
Dividends and/or distributions reinvested		18,925			277,626			212,801			2,857,091
Redeemed		(1,339,751	)		(20,094,358	)		(3,812,455	)		(53,751,233	)
Net decrease		(1,305,649	)	$	(19,585,919	)		(2,921,750	)	$	(41,375,306	)
Class C
Sold		669,974		$	10,046,010			1,141,628		$	16,027,162
Dividends and/or distributions reinvested		51,905			761,960			438,553			5,895,435
Redeemed		(1,851,373	)		(27,742,666	)		(4,630,592	)		(65,126,070	)
Net decrease		(1,129,494	)	$	(16,934,696	)		(3,050,411	)	$	(43,203,473	)
Class I
Sold		—		$	—			668		$	10,000
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		—			—			—			—
Net increase		—		$	—			668		$	10,000
Class N
Sold		196,294		$	3,008,028			466,084		$	6,589,420
Dividends and/or distributions reinvested		13,008			193,458			95,060			1,295,451
Redeemed		(493,960	)		(7,536,115	)		(1,330,243	)		(18,860,706	)
Net decrease		(284,658	)	$	(4,334,629	)		(769,099	)	$	(10,975,835	)
Class Y
Sold		165,029		$	2,554,515			332,081		$	4,772,898
Dividends and/or distributions reinvested		14,533			221,060			70,696			982,947
Redeemed		(247,579	)		(3,790,534	)		(678,963	)		(9,797,920	)
Net decrease		(68,017	)	$	(1,014,959	)		(276,186	)	$	(4,042,075	)

1. For the year ended October 31, 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 October 31, 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 the Subsidiary and IMMF, for the six months ended April 30, 2013, were as follows:

	Purchases		Sales
Investment securities	$	235,007,117	$	394,491,271

68 OPPENHEIMER GLOBAL ALLOCATION FUND

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

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of OFI, acted as the transfer and shareholder servicing agent for the Fund through December 31, 2012. Effective January 1, 2013, OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a per account fee.

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. The Transfer Agent may voluntarily waive the minimum fees.

Sub-Transfer Agent Fees. Effective January 1, 2013, the Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI, (the “Sub-Transfer Agent”) to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Distribution and Service Plan (12b-1) Fees. Under its General 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

OPPENHEIMER GLOBAL ALLOCATION FUND 69

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

5. Fees and Other Transactions with Affiliates Continued

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, 2013 were as follows:

Class B	$	30,363,367
Class C		35,455,081
Class N		6,658,018

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

Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class N Contingent Deferred Sales Charges Retained by Distributor
April 30, 2013	$	165,407	$	184	$	68,930	$	6,709	$	562

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, 2013, the Manager waived $59,266.

70 OPPENHEIMER GLOBAL ALLOCATION FUND

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, 2013, the Manager waived fees and/or reimbursed the Fund $680,178 for management fees.

The Transfer Agent has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class and for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2013, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:

Class B $ 54,220

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.

OPPENHEIMER GLOBAL ALLOCATION FUND 71

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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

72 OPPENHEIMER GLOBAL ALLOCATION FUND

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, 2013, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $3,640,820, 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 $3,638,773 as of April 30, 2013. 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, 2013 the Fund has required certain counterparties to post collateral of $4,849,855.

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.

OPPENHEIMER GLOBAL ALLOCATION FUND 73

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

Valuations of derivative instruments as of April 30, 2013 are as follows:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value			Statement of Assets and Liabilities Location	Value
Volatility contracts	Futures margins	$	150,000	*	Futures margins	$	900,000	*
Interest rate contracts	Futures margins		34,840	*
Foreign exchange contracts	Unrealized appreciation on foreign currency exchange contracts		2,047		Unrealized depreciation on foreign currency exchange contracts		5,653
Equity contracts					Appreciated options written, at value		1,245,000
Equity contracts					Depreciated options written, at value		287,500
Equity contracts	Investments, at value		12,421,273	**
Interest rate contracts	Investments, at value		1,171,875	**
Total		$	13,780,035			$	2,438,153

*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
Derivatives Not Accounted for as Hedging Instruments	Investments from unaffiliated companies (including premiums on options exercised)*			Closing and expiration of option contracts written		Closing and expiration of futures contracts		Foreign currency transactions			Total
Equity contracts	$	3,380,808		$	7,236,840	$	437,824	$	—		$	11,055,472
Foreign exchange contracts		(1,017,757	)		—		—		(42,971	)		(1,060,728	)
Interest rate contracts		(1,252,986	)		1,244,549		958,288		—			949,851
Volatility contracts		(5,967,828	)		2,007,976		8,059,648		—			4,099,796
Total	$	(4,857,763	)	$	10,489,365	$	9,455,760	$	(42,971	)	$	15,044,391

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

74 OPPENHEIMER GLOBAL ALLOCATION FUND

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investments*		Option contracts written		Futures contracts			Translation of assets and liabilities denominated in foreign currencies			Total
Equity contracts	$	3,863,177	$	889,970	$	(160,090	)	$	—		$	4,593,057
Foreign exchange contracts		1,015,289		—		—			(3,609	)		1,011,680
Interest rate contracts		698,855		—		(647,297	)		—			51,558
Volatility contracts		—		—		(3,098,376	)		—			(3,098,376	)
Total	$	5,577,321	$	889,970	$	(3,905,763	)	$	(3,609	)	$	2,557,919

*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.

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, 2013, the Fund had daily average contract amounts on forward foreign currency contracts to buy and sell of $677,300 and $1,248,048, 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.

OPPENHEIMER GLOBAL ALLOCATION FUND 75

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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

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

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

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

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

The Fund has purchased futures contracts, which have values that are linked to the price movement of the related volatility indexes, in order to increase exposure to volatility risk.

The Fund has sold futures contracts, which have values that are linked to the price movement of the related volatility indexes, in order to decrease exposure to volatility risk.

During the six months ended April 30, 2013, the Fund had an ending monthly average market value of $49,564,906 and $132,961,777 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

76 OPPENHEIMER GLOBAL ALLOCATION FUND

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 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, 2013, the Fund had an ending monthly average market value of $8,024,028 and $2,724,124 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.

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

OPPENHEIMER GLOBAL ALLOCATION FUND 77

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

The Fund has written call options on volatility indexes to decrease exposure to volatility risk. A written call option becomes more valuable as the level of the underlying volatility index decreases relative to the strike price.

During the six months ended April 30, 2013, the Fund had an ending monthly average market value of $314,286 and $2,793,243 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, 2013 was as follows:

	Call Options						Put Options
	Number of Contracts			Amount of Premiums			Number of Contracts			Amount of Premiums
Options outstanding as of
October 31, 2012		—		$	—			2,500		$	3,732,427
Options written		76,800			10,811,705			42,030			19,458,952
Options closed or expired		(76,800	)		(10,811,705	)		(18,030	)		(21,446,482	)
Options outstanding as of April 30, 2013		—		$	—			26,500		$	1,744,897

7. Restricted Securities

As of April 30, 2013, 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. Loan Commitments

Pursuant to the terms of certain credit agreements, the Fund can have unfunded loan commitments. The Fund generally will maintain with its custodian, liquid investments having an aggregate value at least equal to the par value of unfunded loan commitments. As of April 30, 2013, the Fund is contractually obligated to fund commitments of $32,925 by a specified date; these unfunded commitments have been included as Corporate Loans in the Statement of Investments.

9. Pending Litigation

Since 2009, a number of class action lawsuits have been pending in federal courts against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by 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

78 OPPENHEIMER GLOBAL ALLOCATION FUND

securities law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

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

On April 16, 2010, a lawsuit was filed in New York state court against (i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in

OPPENHEIMER GLOBAL ALLOCATION FUND 79

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

9. Pending Litigation Continued

AAArdvark XS. The complaint alleges breach of contract against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees.

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

80 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 30^th, no later than August 31^st 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.

OPPENHEIMER GLOBAL ALLOCATION FUND 81

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 Edmund P. Giambastiani, Jr., Trustee Phillip A. Griffiths, Trustee Mary F. Miller, Trustee Joel W. Motley, Trustee Joanne Pace, Trustee Mary Ann Tynan, Trustee Joseph M. Wikler, Trustee Peter I. Wold, Trustee William F. Glavin, Jr., Trustee, President and Principal Executive Officer Mark Hamilton, 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	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMGLLP
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.

^© 2013 OppenheimerFunds, Inc. All rights reserved.

82 OPPENHEIMER GLOBAL ALLOCATION FUND

	Financial Statements for Oppenheimer Global Allocation Fund (Cayman) Ltd. (the “Subsidiary”) for the Six Months Ended April 30, 2013
84	Statement of Investments
85	Statement of Assets and Liabilities
86	Statement of Operations
87	Statements of Changes in Net Assets
88	Notes to Financial Statements

OPPENHEIMER GLOBAL ALLOCATION FUND 83

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENT OF INVESTMENTS    April 30, 2013 / Unaudited

As of April 30, 2013, the Fund didn’t hold any investments. Therefore, no Statement of Investments is included.

84 OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENT OF ASSETS AND LIABILITIES    April 30, 2013 / Unaudited

Assets
Cash	$	14,929,215
Receivables and other assets:
Other		498
Total assets		14,929,713
Liabilities
Payables and other liabilities:
Auditing and other professional fees		10,934
Directors’ compensation		4,117
Custodian fees		1,071
Other		58
Total liabilities		16,180
Net Assets	$	14,913,533
Composition of Net Assets
Par value of shares of beneficial interest	$	29
Additional paid-in capital		10,578,033
Accumulated net investment loss		(617,627	)
Accumulated net realized gain on investments		4,953,098
Net Assets—applicable to 2,921 shares of beneficial interest outstanding	$	14,913,533
Net Asset Value, Redemption Price Per Share and Offering Price Per Share	$	5,104.82

See accompanying Notes to Financial Statements.

OPPENHEIMER GLOBAL ALLOCATION FUND 85

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENT OF OPERATIONS    For the Six Months Ended April 30, 2013 / Unaudited

Expenses
Management fees	$	59,266
Auditing and other professional fees		10,879
Directors’ compensation		6,252
Custodian fees and expenses		1,728
Other		130
Total expenses		78,255
Net Investment Loss		(78,255	)
Net Decrease in Net Assets Resulting from Operations	$	(78,255	)

See accompanying Notes to Financial Statements.

86 OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

STATEMENT OF CHANGES IN NET ASSETS    

	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012
Operations
Net investment loss		$       (78,255	)	$	(246,515	)
Net realized loss		—			(1,427,711	)
Net change in unrealized appreciation/depreciation		—			(6,685,836	)
Net decrease in net assets resulting from operations		(78,255	)		(8,360,062	)
Capital Transactions
Net decrease in net assets resulting from capital transactions		—			(75,735,571	)
Net Assets
Total decrease		(78,255	)		(84,095,633	)
Beginning of period		14,991,788			99,087,421
End of period (including accumulated net investment loss of $617,627 and $539,372, respectively)		$14,913,533		$	14,991,788

See accompanying Notes to Financial Statements.

OPPENHEIMER GLOBAL ALLOCATION FUND 87

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 was OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) through December 31, 2012. Effective January 1, 2013, the Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OFI. The Manager has entered into a sub-advisory agreement with OFI, as of the same effective date. As of April 30, 2013, 100% of the Fund was owned by Oppenheimer Global Allocation Fund (“OGAF”). OFI Global 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, 2013, the directors have not designated classes or series of outstanding participating shares. During the six months ended April 30, 2013, 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

88 OPPENHEIMER GLOBAL ALLOCATION FUND

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

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. 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.

Capital transactions were as follows:

	Six Months Ended April 30, 2013 Amount		Year Ended October 31, 2012 Amount
Contributions	$	—	$	15,790,999
Withdrawals		—		(91,526,570	)
Net decrease	$	—	$	(75,735,571	)

OPPENHEIMER GLOBAL ALLOCATION FUND 89

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

3. 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:

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

Sub-Adviser Fees. The Manager retains the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser a fee in monthly installments. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

90 OPPENHEIMER GLOBAL ALLOCATION FUND

4. Financial Highlights

The following represents certain per share data and 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. Unless otherwise noted, the calculations have been annualized for reporting purposes:

	Six Months Ended April 30, 2013 (Unaudited)			Year Ended October 31, 2012			Period Ended October  31, 20111
Per Share Operating Data
Net asset value, beginning of period		$5,131.61			$33,917.09		$	100.00
Income (loss) from investment operations:
Net investment loss		(26.79	)		(84.37	)		(100.24	)
Net realized and unrealized gain (loss)		—			(2,776.71	)		4,472.64
Total from investment operations		(26.79	)		(2,861.08	)		4,372.40
Capital Transactions		—			(25,924.40	)		29,444.69
Net asset value, end of period	$	5,104.82		$	5,131.61		$	33,917.09
Total Return, at Net Asset Value2		(0.52	)%		(22.96	)%		13.38	%
Ratios to Average Net Assets:
Net investment loss		(1.06	)%		(0.96	)%		(0.84	)%
Total expenses		1.06	%		0.96	%		0.84	%

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

2. The total return was calculated based upon the daily return of the Fund during this period. The calculation has not been annualized for periods less than one full year.

5. Pending Litigation

Since 2009, a number of class action lawsuits have been pending in federal courts against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by 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 law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against OFI and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in these suits

OPPENHEIMER GLOBAL ALLOCATION FUND 91

OPPENHEIMER GLOBAL ALLOCATION FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

5. Pending Litigation Continued

allege that they suffered losses as a result of their investments in several funds managed by an affiliate of OFI and assert a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed in the U.S. District Court for the Southern District of New York. On August 19, 2011, the court entered an order and final judgment approving the settlement as fair, reasonable and adequate. In September 2011, certain parties filed notices of appeal from the court’s order approving the settlement. The settlement does not resolve other outstanding lawsuits against OFI and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against (i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’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.

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

92 OPPENHEIMER GLOBAL ALLOCATION FUND

PRIVACY POLICY

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:

l Applications or other forms

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

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

l Your transactions with us, our affiliates or others

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

l 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.

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.

OPPENHEIMER GLOBAL ALLOCATION FUND 93

PRIVACY POLICY

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.

l 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.

l 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.

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

Other Security Measures

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

How You Can Help

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

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., and each of its financial institution subsidiaries, 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 November 2012. 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

Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 1.800.CALL OPP (1.800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon-Fri 8am-8pm ET.

OppenheimerFunds are distributed by OppenheimerFunds Distributor, Inc.

RS0257.001.0413 June 21, 2013

4 30 2013

SEMIANNUAL REPORT

Oppenheimer Flexible Strategies Fund

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	6
Fund Expenses	10
Statement of Investments	13
Statement of Assets and Liabilities	24
Statement of Operations	26
Statements of Changes in Net Assets	28
Financial Highlights	29
Notes to Financial Statements	35
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments	61
Trustees and Officers	62
Financial Statements for Oppenheimer Flexible Strategies Fund (Cayman) Ltd.	63
Privacy Policy Notice	79

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/13

	Class A Shares of the Fund									HFRI Fund Weighted Composite Index
	Without Sales Charge			With Sales Charge			S&P 500 Index
6-Month		3.26	%		–2.68	%		14.42	%		6.35	%
1-Year		4.69			–1.33			16.89			6.60
5-Year		–0.18			–1.36			5.21			2.81
10-Year		5.23			4.61			7.88			6.77

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677).

2 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 3.26% during the period. The largest contributor to the Fund’s absolute performance was the long equity strategy, followed by the opportunistic fixed income and alternative strategy. The Fund’s short equity strategy detracted from absolute performance. On a relative basis, the Fund underperformed the HFRI Fund Weighted Composite Index (the “Index”), which returned 6.35%.

MARKET OVERVIEW

Equity markets rallied this period as central banks throughout the world continued to take measures intended to promote market liquidity and stimulate greater economic growth. In September 2012, the U.S. Federal Reserve (the “Fed”) embarked on a new round of open-ended quantitative easing involving monthly purchases of $40 billion of mortgage-backed securities issued by U.S. government agencies, also known as “QE3”. During the period, the Fed increased its monthly purchases to $85 billion. The Fed also stated its intention to leave interest rates at low levels through at least mid-2015. Meanwhile, the head of the European Central Bank (the “ECB”) had reassured investors that the ECB was committed to supporting the Eurozone, and the ECB signaled its conditional intention to purchase massive amounts of debt from troubled members of the European Union. Even in Japan, which had been mired in economic weakness for years, new government leadership adopted economic policies and the central bank announced a massive quantitative easing program.

While these measures helped trigger a rally in equities and higher yielding asset classes,

we remain concerned with the fundamental economic picture as a number of indicators remained volatile this period. Although the housing market continued to show signs of improvement, home sales experienced their biggest decline in two years in February, and durable goods orders ex-aircraft also fell that month. In March, retail sales experienced their largest decline in nine months and the number of new jobs created increased at a lower than estimated rate. The number of new jobs report was stronger than expected, but the economy continued to recover at a very slow pace.

FUND REVIEW

In the Fund’s equity long strategy, the strongest contributors to performance were The Mosaic Co., Lyondellbasell Industries NV and Cinemark Holdings, Inc. Mosaic, a miner of phosphate and potash, performed positively largely due to increased optimism around fertilizer volume and pricing. Lyondellbasell is a chemical company that processes ethane feedstock. The company benefited as ethane feedstock prices continued to decline, boosting margins relative to competitors that process naphtha-based feedstock. We

OPPENHEIMER FLEXIBLE STRATEGIES FUND 3

believe ethane prices have the potential to remain favorable for the foreseeable future. In our opinion, Lyondellbasell also continued to manage its balance sheet in a shareholder friendly way this period and we believe increasing dividends and buybacks may continue. Cinemark Holdings, a global movie theatre operator, experienced strong box office results that reached a record level in 2012. The company also benefited from an above average dividend yield and announced plans to acquire Rave Cinemas, which has 32 theatres containing 483 screens. We also believe Cinemark is a large industry player that is poised to benefit from the move from analog to digital that smaller players cannot afford to make.

Detractors from performance in the equity long strategy included Apple, Inc., Bond Street Holdings LLC and M&T Bank Corp. Apple has been impacted by a couple of issues. First, there has been some concern around the current growth rate for the smartphone market, particularly in the premium end in which Apple primarily competes. While we acknowledge industry growth could slow as the market matures, we still see ample opportunity for Apple to show volume growth acceleration from current levels. For instance, we still view the market in China as under-penetrated and Apple has strong brand equity and operational momentum there. A second issue impacting Apple has been concern over Samsung’s impact on the competitive environment. While Samsung was successful in driving innovation last year by introducing

larger-screen phones, their most recent flagship product has met with only a lukewarm reception. We view this as a positive relative to Apple’s market share and it reduces the concern around future pressure to smartphone gross margins.

Bond Street is a privately held bank that was set up during the financial crisis to purchase failed banks in Federal Deposit Insurance Corporation-assisted transactions, which it did successfully. However, several shareholders exited their positions, putting pressure on the stock. The bank is eventually looking to go public. M&T Bank Corp. detracted from performance primarily due to the delay in regulatory approval for its acquisition of Hudson City Bancorp.

The Fund’s short equity strategy detracted from absolute performance this period. Among the detractors was a stock swap on European mid-cap equities, which hurt performance as central bank policy bolstered the markets despite deteriorating fundamentals. The Fund did have several contributors in the short equity strategy, as our shorts of certain iron ore and coal companies benefited performance. As demand for steel in China declined, so did the prices of iron ore and other raw material suppliers. We believe that the world and particularly China has excess steel-making capacity, and as a result, raw material suppliers to steel companies also have excess capacity. A short position in JCPenney also benefited the Fund as flaws were seen in its turnaround plan. We exited the position.

4 OPPENHEIMER FLEXIBLE STRATEGIES FUND

The opportunistic fixed-income and alternative strategy performed well during the period. Oppenheimer Master Loan Fund, LLC, which invests in senior floating rate loans, drove the performance in this area. Domestic non-investment-grade markets responded positively to improved sentiment and there were significant inflows into both high yield bonds and senior floating rate loans. The heavier flows into high yield bonds, however, stretched valuations versus loans. Therefore, we believe that the senior loans remain attractively positioned and continue to provide potential protection if and when interest rates rise. Also benefiting performance were our positions in asset-backed securities on first-lien mortgages. During the period, the housing market continued to strengthen, which benefited the securities. Detractors in this strategy were limited, but certain hedging strategies against rising volatility did not perform well in the midst of the rally in risk markets.

STRATEGY & OUTLOOK

In our view, the tail risks are significant in Europe. The banking system and many sovereigns remain over-levered, and the policies of austerity are stunting growth, preventing many countries from moving beyond the current stasis. The banking crisis in Cyprus is merely the most recent reminder. Portuguese courts have ruled against austerity, the Italians and French have voted against it, Greece cannot implement it, and Germany is left trying to enforce it. There will be a German election in the fall. These events will increase uncertainty and have the potential to destabilize the

status quo. Simply put, we believe this is a recipe for continued turmoil. At the same time, the Bank of Japan (the “BoJ”) has embarked on an audacious experiment in monetary policy, with the predictable result of causing a stunning decline in the yen. We doubt the BoJ’s new policy will achieve its intended goal (i.e., stimulating growth) in part because its benefits will largely be offset by import headwinds. However, the real effects won’t be known for several years, although we expect there will be unintended consequences for both Japan and the world.

More broadly, monetary policy has been the only game in town recently, and central bank interventions have worked to bring down rates dramatically. How will this evolve going forward? No one knows for certain, but after a massive credit expansion and 32-year bull run in bonds, we believe any sort of rate normalization will be detrimental. All of this means the current outlook is fragile, and we believe the U.S. remains better positioned than the rest of the developed world. In light of this, we continue to search for opportunities to generate strong risk-adjusted returns, deliver an attractive yield through a low volatility strategy that has good downside protection, and utilize the flexibility of multiple asset classes to hedge the key tail risks we see.

Michelle Borré, CFA Portfolio Manager

OPPENHEIMER FLEXIBLE STRATEGIES FUND 5

Top Holdings and Allocations

TOP TEN COMMON STOCK INDUSTRIES
Oil, Gas & Consumable Fuels	6.1	%
Chemicals	5.0
Pharmaceuticals	4.1
Commercial Banks	3.8
Media	3.5
Computers & Peripherals	2.5
Insurance	2.3
Beverages	2.2
Communications Equipment	2.0
Tobacco	2.0

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets.

TOP TEN COMMON STOCK HOLDINGS
Chevron Corp.	2.6	%
Mosaic Co. (The)	2.2
Coca-Cola Co. (The)	2.2
Philip Morris International, Inc., Cl. A	2.0
Apple, Inc.	1.9
M&T Bank Corp.	1.9
Merck & Co., Inc.	1.8
Celanese Corp., Series A	1.7
Exxon Mobil Corp.	1.5
McDonald’s Corp.	1.4

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets. For more current Top 10 Fund Holdings, please visit oppenheimerfunds.com.

6 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Top Holdings and Allocations

PORTFOLIO ALLOCATION

Common Stocks	51.6	%
Domestic Fixed Income Funds	14.8
Oppenheimer Master Loan Fund, LLC
Oppenheimer Short Duration Fund
Money Market Funds	13.2
Oppenheimer Institutional Money Market Fund
Asset-Backed Securities	7.8
Preferred Stocks	3.0
Non-Convertible Corporate Bonds and Notes	2.8
Mortgage-Backed Obligations	2.5
Corporate Loans	1.5
Convertible Corporate Bonds and Notes	1.1
Wholly-Owned Subsidiary	0.9
Swaptions Purchased	0.5
Structured Securities	0.3

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on the total market value of investments. Short sales of securities, which accounted for 25% of the Fund’s net assets as of period 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.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 7

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/13

	Inception Date		6-Month			1-Year			5-Year			10-Year
CLASS A (QVOPX)		1/3/89		3.26	%		4.69	%		–0.18	%		5.23	%
CLASS B (QOPBX)		9/1/93		2.78	%		3.75	%		–1.05	%		4.75	%
CLASS C (QOPCX)		9/1/93		2.87	%		3.90	%		–0.93	%		4.44	%
CLASS I (QOPIX)		2/28/13		1.36	%*		N/A			N/A			N/A
CLASS N (QOPNX)		3/1/01		3.06	%		4.31	%		–0.51	%		4.87	%
CLASS Y (QOPYX)		12/16/96		3.36	%		4.94	%		0.10	%		5.47	%
AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/13
	Inception Date		6-Month			1-Year			5-Year			10-Year
CLASS A (QVOPX)		1/3/89		–2.68	%		–1.33	%		–1.36	%		4.61	%
CLASS B (QOPBX)		9/1/93		–2.22	%		–1.25	%		–1.39	%		4.75	%
CLASS C (QOPCX)		9/1/93		1.87	%		2.90	%		–0.93	%		4.44	%
CLASS I (QOPIX)		2/28/13		1.36	%*		N/A			N/A			N/A
CLASS N (QOPNX)		3/1/01		2.06	%		3.31	%		–0.51	%		4.87	%
CLASS Y (QOPYX)		12/16/96		3.36	%		4.94	%		0.10	%		5.47	%

*Shows performance since inception.

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I and Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized.

The Fund’s performance is compared to the performance of the S&P 500 Index and the HFRI Fund Weighted Composite Index. The S&P 500 Index is a capitalization-weighted index of 500 stocks intended to be a representative sample of leading companies in

8 OPPENHEIMER FLEXIBLE STRATEGIES FUND

leading industries within the U.S. economy. The HFRI Fund Weighted Composite Index is a global, equal-weighted index of over 2,000 single-manager funds that report to HFR Database. Constituent funds report monthly net of all fees performance in U.S. Dollars and have a minimum of $50 million under management or a twelve (12) month track record of active performance. The HFRI Fund Weighted Composite Index’s returns are calculated three times each month and are subject to periodic recalculation by Hedge Fund Research, Inc. As a result, the HFRI Fund Weighted Composite Index returns shown may differ from the same Index’s returns for the same period published elsewhere. If subsequent recalculations cause the Index’s returns to change, the Fund does not expect to update the Index returns. Indices are unmanaged and cannot be purchased by investors. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. or its affiliates.

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

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

OPPENHEIMER FLEXIBLE STRATEGIES FUND 9

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, 2013.

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

Fund Expenses  Continued

Actual	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses Paid During 6 Months Ended April 30, 20131,2
Class A	$	1,000.00	$	1,032.60	$	9.87
Class B		1,000.00		1,027.80		14.33
Class C		1,000.00		1,028.70		13.77
Class I		1,000.00		1,013.60		4.56
Class N		1,000.00		1,030.60		11.49
Class Y		1,000.00		1,033.60		8.66
Hypothetical (5% return before expenses)
Class A		1,000.00		1,015.12		9.79
Class B		1,000.00		1,010.76		14.21
Class C		1,000.00		1,011.31		13.66
Class I		1,000.00		1,011.60		13.35
Class N		1,000.00		1,013.54		11.40
Class Y		1,000.00		1,016.31		8.58

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 181/365 (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 62/365 to reflect the period from February 28, 2013 (inception of offering) to April 30, 2013.

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 181/365 (to reflect the one-half year period).

Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2013 for Classes A, B, C, N, and Y and for the period from February 28, 2013 (inception of offering) to April 30, 2013 for Class I are as follows:

Class	Expense Ratios
Class A		1.95	%
Class B		2.83
Class C		2.72
Class I		2.66
Class N		2.27
Class Y		1.71

OPPENHEIMER FLEXIBLE STRATEGIES FUND 11

Fund Expenses  Continued

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 FLEXIBLE STRATEGIES FUND

STATEMENT OF INVESTMENTS    April 30, 2013 / (Unaudited)

	Shares		Value
Wholly-Owned Subsidiary—1.0%
Oppenheimer Flexible Strategies Fund (Cayman) Ltd.1,2 (Cost $9,050,000)		7,500	$	9,041,133
Common Stocks—54.4%
Consumer Discretionary—6.1%
Hotels, Restaurants & Leisure—1.4%
McDonald’s Corp.		125,000		12,767,500
Media—3.5%
Cinemark Holdings, Inc.		412,000		12,726,675
Comcast Corp., Cl. A		279,500		11,543,350
Time Warner Cable, Inc.		80,000		7,511,200
				31,781,225
Multiline Retail—0.6%
Macy’s, Inc.		115,000		5,129,000
Specialty Retail—0.6%
Tiffany & Co.		80,000		5,894,400
Consumer Staples—4.2%
Beverages—2.2%
Coca-Cola Co. (The)3		480,000		20,318,400
Tobacco—2.0%
Philip Morris International, Inc., Cl. A3		190,720		18,230,925
Energy—7.5%
Energy Equipment & Services—1.4%
Baker Hughes, Inc.		111,300		5,051,907
Schlumberger Ltd.		100,000		7,443,000
				12,494,907
Oil, Gas & Consumable Fuels—6.1%
Apache Corp.		32,800		2,423,264
Chevron Corp.		198,920		24,270,229
EOG Resources, Inc.		40,000		4,846,400
Exxon Mobil Corp.3		155,700		13,855,743
Kinder Morgan, Inc.		100,000		3,910,000
Royal Dutch Shell plc, ADR		96,100		6,706,819
				56,012,455
Financials—9.2%
Capital Markets—0.4%
Goldman Sachs Group, Inc. (The)		25,322		3,698,785
Commercial Banks—3.8%
Bond Street Holdings LLC, Cl. A2,4		375,000		5,250,000
Bond Street Holdings LLC, Cl. B, Non-Vtg.2		120,000		1,680,000
M&T Bank Corp.		169,640		16,997,928
U.S. Bancorp		195,420		6,503,578
Wells Fargo & Co.3		118,780		4,511,264
				34,942,770

OPPENHEIMER FLEXIBLE STRATEGIES FUND 13

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Diversified Financial Services—1.2%
Citigroup, Inc.		116,500	$	5,435,890
JPMorgan Chase & Co.		113,000		5,538,130
				10,974,020
Insurance—2.3%
ACE Ltd.		123,570		11,015,030
Alleghany Corp.2		25,052		9,863,974
				20,879,004
Real Estate Investment Trusts (REITs)—1.5%
American Assets Trust, Inc.		60,788		2,052,203
Macerich Co. (The)		89,500		6,269,475
Starwood Property Trust, Inc.		203,000		5,580,470
				13,902,148
Health Care—6.1%
Health Care Equipment & Supplies—0.5%
Baxter International, Inc.		35,000		2,445,450
Covidien plc		38,000		2,425,920
				4,871,370
Health Care Providers & Services—1.5%
UnitedHealth Group, Inc.		177,420		10,632,781
Universal Health Services, Inc., Cl. B		46,000		3,063,140
				13,695,921
Pharmaceuticals—4.1%
Actavis, Inc.2		115,000		12,158,950
Medicines Co. (The)2		100,000		3,376,000
Merck & Co., Inc.		352,500		16,567,500
Novartis AG, ADR		78,000		5,753,280
				37,855,730
Industrials—6.1%
Aerospace & Defense—1.7%
Honeywell International, Inc.		139,000		10,222,060
Northrop Grumman Corp.		70,000		5,301,800
				15,523,860
Airlines—0.7%
United Continental Holdings, Inc.2,3		180,000		5,814,000
Commercial Services & Supplies—0.9%
Tyco International Ltd.		255,000		8,190,600
Construction & Engineering—0.9%
Quanta Services, Inc.2		300,000		8,244,000
Electrical Equipment—0.1%
Hubbell, Inc., Cl. B		9,500		911,620

14 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Shares		Value
Machinery—0.4%
AGCO Corp.		73,421	$	3,909,668
Trading Companies & Distributors—1.4%
AerCap Holdings NV2		493,901		7,838,209
Wesco International, Inc.2		74,000		5,305,060
				13,143,269
Information Technology—7.6%
Communications Equipment—2.0%
Cisco Systems, Inc.		250,000		5,230,000
Juniper Networks, Inc.2		417,790		6,914,425
QUALCOMM, Inc.		103,160		6,356,719
				18,501,144
Computers & Peripherals—2.5%
Apple, Inc.3		38,658		17,115,830
SanDisk Corp.2		100,000		5,244,000
				22,359,830
Internet Software & Services—1.2%
Google, Inc., Cl. A2		7,750		6,390,418
Yahoo!, Inc.2		186,500		4,612,145
				11,002,563
IT Services—0.6%
International Business Machines Corp.		28,500		5,772,390
Semiconductors & Semiconductor Equipment—0.6%
Xilinx, Inc.		150,000		5,686,500
Software—0.7%
Oracle Corp.		192,600		6,313,428
Materials—5.0%
Chemicals—5.0%
Celanese Corp., Series A		311,500		15,391,215
Lyondellbasell Industries NV, Cl. A		163,400		9,918,380
Mosaic Co. (The)		333,670		20,550,735
				45,860,330
Telecommunication Services—1.0%
Diversified Telecommunication Services—1.0%
BCE, Inc.		202,000		9,465,720
Utilities—1.6%
Electric Utilities—1.6%
Cleco Corp.		150,000		7,428,000
Edison International		136,500		7,343,700
				14,771,700
Total Common Stocks (Cost $423,766,027)				498,919,182

OPPENHEIMER FLEXIBLE STRATEGIES FUND 15

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares		Value
Preferred Stocks—3.1%
Goldman Sachs Group, Inc. (The), 3.75% Non-Cum., Series A, Non-Vtg.		41,024	$	939,039
M&T Bank Corp.: 5% Cum., Series A, Non-Vtg.		5,167		5,425,350
5% Cum., Series C, Non-Vtg.		7,500		7,875,000
M&T Capital Trust IV, 8.50% Cum., Non-Vtg.		8,124		213,824
PPL Corp., 9.50% Cv., Non-Vtg.		100,000		5,875,000
US Bancorp, 6% Non-Cum., Series G		300,000		8,418,000
Total Preferred Stocks (Cost $26,629,152)				28,746,213
	Principal Amount
Asset-Backed Securities—8.2%
Airspeed Ltd., Airplane Receivables: Series 2007-1A, Cl. G1, 0.469%, 6/15/324,5	$	7,531,130		5,949,593
Series 2007-1A, Cl. G2, 0.479%, 6/15/324,5		8,660,800		6,928,640
Blade Engine Securitization Ltd., Airplane Receivables, Series 2006-1AW, Cl. A1, 0.499%, 9/15/414,5,6		26,604,114		19,687,044
New Century Home Equity Loan Trust 2005-2, Asset-Backed Nts., Series 2005-2, Cl. M3, 0.69%, 6/25/355		5,500,000		3,921,514
Park Place Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2005-WCW3, Cl. M1, 0.68%, 8/25/355		5,000,000		4,233,313
Saxon Asset Securities Trust 2007-3, Mtg. Loan Asset-Backed Certificates, Series 2007-3, Cl. 2A4, 0.69%, 9/25/475		7,595,000		4,100,263
Structured Asset Securities Corp., Mtg. Loan Asset-Backed Certificates, Series 2007-GEL2, Cl. A2, 0.52%, 5/25/375		35,500,000		30,097,504
Total Asset-Backed Securities (Cost $62,894,387)				74,917,871
Mortgage-Backed Obligations—2.6%
Ameriquest Mortgage Securities, Inc., Asset-Backed Pass-Through Certificates, Series 2004-R2, Cl. M1, 0.845%, 4/25/345		3,877,706		3,118,721
Bear Stearns Asset-Backed Securities I Trust 2004-HE9, Asset-Backed Certificates, Series 2004-HE9, Cl. M2, 2%, 11/25/345		10,144,501		7,149,591
First NLC Trust 2005-4, Mtg.-Backed Certificates, Series 2005-4, Cl. A4, 0.59%, 2/25/365		11,003,000		6,306,573
Home Equity Asset Trust 2005-5, Mtg. Home Equity Pass-Through Certificates, Series 2005-5, Cl. M2, 0.71%, 11/25/355		1,888,088		1,608,129
Home Equity Mortgage Loan Asset-Backed Trust, Home Equity Asset-Backed Certificates, Series INABS 2005-B, Cl. M3, 0.69%, 8/25/355		1,298,061		792,386
Mastr Adjustable Rate Mortgages Trust 2004-13, Mtg. Pass-Through Certificates, Series 2004-13, Cl. 2A2, 2.67%, 4/1/345		977,002		1,022,294
RAMP Series 2005-RS6 Trust, Mtg. Asset-Backed Pass-Through Certificates, Series 2005-RS6, Cl. M2, 0.71%, 6/25/355		944,044		857,764
Structured Asset Securities Corp., Mtg. Pass-Through Certificates, Series 2007-GEL2, Cl. A3, 0.65%, 5/25/375,7		4,486,000		3,310,343
Total Mortgage-Backed Obligations (Cost $16,505,885)				24,165,801

16 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes—3.0%
Appleton Papers, Inc., 10.50% Sr. Sec. Nts., 6/15/157	$	2,500,000	$	2,650,000
Calpine Corp., 7.25% Sr. Sec. Nts., 10/15/177		12,848,000		13,667,060
Wachovia Capital Trust III, 5.57% Jr. Sub. Perpetual Nts.5,8		11,000,000		11,068,750
Total Non-Convertible Corporate Bonds and Notes (Cost $25,823,813)				27,385,810
Convertible Corporate Bonds and Notes—1.1%
Amylin Pharmaceuticals, Inc., 3% Cv. Sr. Unsec. Nts., 6/15/14		7,000,000		7,105,000
SEACOR Holdings, Inc., 2.50% Cv. Sr. Unsec. Unsub. Nts., 12/15/277		3,000,000		3,294,375
Total Convertible Corporate Bonds and Notes (Cost $9,873,522)				10,399,375
Corporate Loans—1.6%
Arch Coal, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.75%, 5/16/185,6 (Cost $14,668,889)		14,400,000		14,649,005

	Swaption Expiration Date		Notional Amount
Swaptions Purchased—0.6%
Goldman Sachs International; Interest Rate Swaption (European); Swap Terms: Paid: 1.87%; Received: Six-Month JPY BBA LIBOR; Termination Date: 1/25/262		1/22/16		5,406,000,000	JPY	647,090
Goldman Sachs International; Interest Rate Swaption (European); Swap Terms: Paid: 2%; Received: Six-Month JPY BBA LIBOR; Termination Date: 1/21/252		1/20/15		3,838,000,000	JPY	289,009
JPMorgan Chase Bank NA; Interest Rate Swaption (European); Swap Terms: Paid: 3.373%; Received: Three-Month BBA LIBOR; Termination Date: 4/27/262		4/26/16		30,000,000		1,011,588
JPMorgan Chase Bank NA; Interest Rate Swaption (European); Swap Terms: Paid: 3.41%; Received: Three-Month BBA LIBOR; Termination Date: 4/13/262		4/12/16		33,000,000		1,061,786
JPMorgan Chase Bank NA; Interest Rate Swaption (European); Swap Terms: Paid: 3.4675%; Received: Three-Month BBA LIBOR; Termination Date: 4/13/262		4/12/16		33,000,000		1,017,523
JPMorgan Chase Bank NA; Interest Rate Swaption (European); Swap Terms: Paid: 4.50%; Received: Three-Month BBA LIBOR; Termination Date: 2/28/272		2/27/17		50,000,000		1,212,550
Total Swaptions Purchased (Cost $8,098,189)						5,239,546
			Shares
Structured Securities—0.3%
Africa Telecommunications, Media & Technology Fund 1 LLC4 (Cost $10,000,000)				9,542,930		2,576,591
Investment Companies—29.4%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.12%1,9				127,421,839		127,421,839
Oppenheimer Master Loan Fund, LLC1				8,288,014		112,613,058

OPPENHEIMER FLEXIBLE STRATEGIES FUND 17

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

	Shares			Value
Investment Companies Continued
Oppenheimer Short Duration Fund, Cl. Y1		3,010,917		$	30,169,383
Total Investment Companies (Cost $268,321,842)					270,204,280
Total Investments, at Value (Cost $875,631,706)		105.3	%		966,244,807
Liabilities in Excess of Other Assets		(5.3	)		(48,333,412	)
Net Assets		100.0	%	$	917,911,395

Footnotes to Statement of Investments

Notional amount is reported in U.S. Dollars, except for those denoted in the following currency:

JPY Japanese Yen

1. Is or was an affiliate, as defined in the Investment Company Act of 1940, at or during the period ended April 30, 2013, 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 October 31, 2012		Gross Additions			Gross Reductions				Shares April 30, 2013
Oppenheimer Flexible Strategies Fund (Cayman) Ltd.a		7,500			—			—				7,500
Oppenheimer Institutional Money Market Fund, Cl. E		230,425,592			112,227,207			215,230,960				127,421,839
Oppenheimer Master Loan Fund, LLC		8,288,014			—			—				8,288,014
Oppenheimer Short Duration Fund, Cl. Y		2,006,223			1,004,694			—				3,010,917
			Value			Income				Realized Gain
Oppenheimer Flexible Strategies Fund (Cayman) Ltd.a				$	9,041,133		$	—			$	—
Oppenheimer Institutional Money Market Fund, Cl. E					127,421,839			137,047				—
Oppenheimer Master Loan Fund, LLC					112,613,058			4,025,238	b			652,146	b
Oppenheimer Short Duration Fund, Cl. Y					30,169,383			66,784				—
				$	279,245,413		$	4,229,069			$	652,146

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 Loan Fund, LLC.

2. Non-income producing security.

3. 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 $71,116,981. See Note 1 of the accompanying Notes.

4. Restricted security. The aggregate value of restricted securities as of April 30, 2013 was $40,391,868, which represents 4.40% of the Fund’s net assets. See Note 7 of the accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost			Value			Unrealized Appreciation (Depreciation)
Africa Telecommunications, Media & Technology Fund 1 LLC		4/20/11		$	10,000,000		$	2,576,591		$	(7,423,409	)
Airspeed Ltd., Airplane Receivables, Series 2007-1A, Cl. G1, 0.469%, 6/15/32		1/9/13-1/25/13			5,921,944			5,949,593			27,649
Airspeed Ltd., Airplane Receivables, Series 2007-1A, Cl. G2, 0.479%, 6/15/32		1/9/13-1/25/13			6,922,738			6,928,640			5,902

18 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Footnotes to Statement of Investments Continued

Security	Acquisition Dates		Cost			Value			Unrealized Appreciation (Depreciation)
Blade Engine Securitization Ltd., Airplane Receivables, Series 2006-1AW, Cl. A1, 0.499%, 9/15/41		4/19/13		$	19,687,044		$	19,687,044		$	—
Bond Street Holdings LLC, Cl. A		11/4/09			7,500,000			5,250,000			(2,250,000	)
				$	50,031,726		$	40,391,868		$	(9,639,858	)

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

6. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after April 30, 2013. See Note 1 of the accompanying Notes.

7. 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 $22,921,778 or 2.50% of the Fund’s net assets as of April 30, 2013.

8. 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.

9. Rate shown is the 7-day yield as of April 30, 2013.

	Shares Sold Short			Value
Securities Sold Short—(25.0)%
Common Stock Securities Sold Short—(18.6)%
ADT Corp. (The)		(91,000	)		$	(3,971,240	)
Aeropostale, Inc.2		(183,300	)			(2,687,178	)
Aflac, Inc.		(228,000	)			(12,412,320	)
Air Lease Corp.		(276,000	)			(7,592,760	)
Aircastle Ltd.		(215,000	)			(3,001,400	)
Aruba Networks, Inc.2		(107,000	)			(2,406,430	)
Assurant, Inc.		(63,500	)			(3,018,790	)
BB&T Corp.		(100,000	)			(3,077,000	)
BHP Billiton Ltd., Sponsored ADR		(98,000	)			(6,587,560	)
BJ’s Restaurants, Inc.2		(117,700	)			(4,037,110	)
Camden Property Trust		(75,000	)			(5,425,500	)
Caterpillar, Inc.		(86,000	)			(7,281,620	)
CBL & Associates Properties, Inc.		(179,000	)			(4,321,060	)
Chesapeake Energy Corp.		(617,000	)			(12,056,180	)
City National Corp.		(50,000	)			(2,861,500	)
Cliffs Natural Resources, Inc.		(135,000	)			(2,880,900	)
Comerica, Inc.		(186,000	)			(6,742,500	)
Commerce Bancshares, Inc.		(66,150	)			(2,653,277	)
Daido Steel Co. Ltd.		(233,000	)			(1,266,759	)
E.I. du Pont de Nemours & Co.		(137,000	)			(7,467,870	)
First Niagara Financial Group, Inc.		(550,000	)			(5,230,500	)
FirstMerit Corp.		(155,000	)			(2,655,150	)
FMC Technologies, Inc.2		(51,000	)			(2,769,300	)
Glimcher Realty Trust		(364,000	)			(4,564,560	)

OPPENHEIMER FLEXIBLE STRATEGIES FUND 19

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

Footnotes to Statement of Investments Continued

	Shares Sold Short			Value
Common Stock Securities Sold Short Continued
JDS Uniphase Corp.2		(159,000	)		$     (2,146,500	)
Microsoft Corp.		(173,600	)		(5,746,160	)
Montpelier Re Holdings Ltd.		(120,000	)		(3,091,200	)
Pandora Media, Inc.2		(250,000	)		(3,482,500	)
Pennsylvania Real Estate Investment Trust		(430,000	)		(8,913,900	)
Quicksilver Resources, Inc.2		(598,734	)		(1,508,810	)
Rio Tinto plc, Sponsored ADR		(55,000	)		(2,533,300	)
Rockwell Automation, Inc.		(60,500	)		(5,129,190	)
Rosetta Resources, Inc.2		(75,000	)		(3,218,250	)
Rouse Properties, Inc.		(125,392	)		(2,376,178	)
SandRidge Energy, Inc.2		(200,000	)		(1,028,000	)
Sonic Corp.2		(265,500	)		(3,326,715	)
Southern Copper Corp.		(195,000	)		(6,499,350	)
Walter Industries, Inc.		(90,000	)		(1,612,800	)
Weingarten Realty Investors		(92,000	)		(3,134,440)
Total Common Stock Securities Sold Short (Proceeds $158,601,194)					(170,715,757	)
	Principal Amount Sold Short
Non-Convertible Corporate Bonds and Notes Securities Sold Short—(1.1)%
Arch Coal, Inc., 8.75% Sr. Unsec. Unsub. Nts., 8/1/16 (Proceeds $10,394,879)		$(10,000,000)			(10,450,000	)
Convertible Corporate Bonds and Notes Securities Sold Short—(1.8)%
Alpha Appalachia Holdings, Inc., 3.25% Cv. Sr. Unsec. Unsub. Nts., 8/1/15		(16,000,000	)		(15,280,000	)
Alpha Natural Resources, Inc., 2.375% Cv. Sr. Unsec. Unsub. Nts., 4/15/15		(1,500,000	)		(1,413,750)
Total Convertible Corporate Bonds and Notes Securities Sold Short (Proceeds $16,672,652)					(16,693,750	)
	Shares Sold Short
Investment Company Securities Sold Short—(3.5)%
Financial Select Sector SPDR Fund		(584,440	)		(10,929,028	)
PowerShares QQQ		(30,000	)		(2,121,900	)
SPDR S&P Retail Exchange Traded Fund		(221,500	)		(16,273,605	)
Standard & Poor’s Depositary Receipts Trust/Standard & Poor’s 500 Exchange Traded Funds, Series 1		(16,200	)		(2,586,816)
Total Investment Company Securities Sold Short (Proceeds $22,965,453)					(31,911,349)
Total Securities Sold Short (Proceeds $208,634,178)					$(229,770,856)

20 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Footnotes to Statement of Investments Continued

Forward Currency Exchange Contracts as of April 30, 2013 are as follows:

Counterparty/Contract Description

Buy/Sell

Contract Amount (000’s)

Expiration Date

Value

Unrealized Depreciation

State Street Bank:

Australian Dollar (AUD)

Sell

14,460

AUD

6/28/13

$

14,924,112

$ 119,964

Euro (EUR)

Sell

32,000

EUR

6/28/13

42,159,331

457,891

Total unrealized appreciation and depreciation

$577,855

Futures Contracts as of April 30, 2013 are as follows:

Contract Description

Buy/Sell

Number of Contracts

Expiration Date

Value

Unrealized Depreciation

Euro BTP

Sell

43

6/6/13

$

6,566,118

$

448,952

Credit Default Swap Contracts as of April 30, 2013 are as follows:
Reference Entity/ Swap Counterparty	Buy/Sell Credit Protection		Notional Amount (000’s)			Pay/ Receive Fixed Rate			Termination Date	Upfront Payment Received/ (Paid)			Value			Unrealized Appreciation (Depreciation)
Austria (Republic of)
Goldman Sachs International		Buy	$	25,000			1.00	%	12/20/16	$	(874,393	)	$	(702,860	)	$	(1,577,253	)
		Total		25,000							(874,393	)		(702,860	)		(1,577,253	)
CDX North America Investment Grade Index, Series 2
JPMorgan Chase Bank NA		Sell		25,000			1.00		6/20/18		(118,806	)		338,235			219,429
		Total		25,000							(118,806	)		338,235			219,429
France (Republic of)
Goldman Sachs International		Buy		25,000			0.25		12/20/16		(1,910,232	)		235,938			(1,674,294	)
		Total		25,000							(1,910,232	)		235,938			(1,674,294	)
Germany (Federal Republic of)
Goldman Sachs International		Buy		50,000			0.25		12/20/16		(1,804,216	)		(18,959	)		(1,823,175	)
		Total		50,000							(1,804,216	)		(18,959	)		(1,823,175	)
Italy (Republic of):
Barclays Bank plc		Buy		15,000			1.00		9/20/17		(1,505,987	)		813,346			(692,641	)
Goldman Sachs International		Buy		30,000			1.00		6/20/18		(2,166,059	)		2,119,787			(46,272	)
		Total		45,000							(3,672,046	)		2,933,133			(738,913	)
iTRAXX Europe Series 19 Version 1
JPMorgan Chase Bank NA		Buy		19,490	EUR		1.00		6/20/18		(332,086	)		(53,451	)		(385,537	)
		Total		19,490	EUR						(332,086	)		(53,451	)		(385,537	)
									Grand Total Buys		(8,592,973	)		2,393,801			(6,199,172	)
									Grand Total Sells		(118,806	)		338,235			219,429
				Total Credit Default Swaps						$	(8,711,779	)	$	2,732,036		$	(5,979,743	)

OPPENHEIMER FLEXIBLE STRATEGIES FUND 21

STATEMENT OF INVESTMENTS    (Unaudited) / Continued

Footnotes to Statement of Investments Continued

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

EUR Euro

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

Type of Reference Asset on which the Fund Sold Protection	Total Maximum Potential Payments for Selling Credit Protection (Undiscounted)			Amount Recoverable*			Reference Asset Rating Range**
Investment Grade Corporate Debt Indexes		$	25,000,000		$	—		BBB+

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

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

Total Return Swap Contracts as of April 30, 2013 are as follows:
Reference Entity/ Swap Counterparty	Notional Amount (000’s)			Paid by the Fund	Received by the Fund	Termination Date		Value
Custom Basket of Securities
Goldman Sachs International		24,287	EUR	If positive, the Total Return of a Custom Basket of Securities	One-Day EUR EONIA minus 75 basis points and if negative, the absolute value of the Total Return of a Custom Basket of Securities		5/16/13	$	(219,493	)
The Blackstone Group LP
Goldman Sachs International		2,805		Eight-Month USD BBA LIBOR plus 58 basis points and if negative, the absolute value of the Total Return of The Blackstone Group LP	If positive, the Total Return of The Blackstone Group LP		12/12/13		62,488
				Total of Total Return Swaps				$	(157,005	)

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

EUR Euro

Abbreviations are as follows:

BBA LIBOR	British Bankers’ Association London-Interbank Offered Rate
EONIA	Euro OverNight Index Average

22 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Footnotes to Statement of Investments Continued

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.

Swap Summary as of April 30, 2013 is as follows:
Swap Counterparty	Swap Type from Fund Perspective	Notional Amount (000’s)			Value
Barclays Bank plc	Credit Default Buy Protection	$	15,000		$	813,346
Goldman Sachs International	Credit Default Buy Protection		130,000			1,633,906
	Total Return		24,287	EUR		(219,493	)
	Total Return		2,805			62,488
						1,476,901
JPMorgan Chase Bank	Credit Default Buy Protection		19,490	EUR		(53,451	)
	Credit Default Sell Protection		25,000			338,235
						284,784
			Total Swaps		$	2,575,031

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

EUR Euro

See accompanying Notes to Financial Statements.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 23

STATEMENT OF ASSETS AND LIABILITIES    April 30, 2013 / Unaudited

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $598,259,864)	$	686,999,394
Affiliated companies (cost $268,321,842)		270,204,280
Wholly-owned subsidiary (cost $9,050,000)		9,041,133
		966,244,807
Cash		1,759,678
Cash used for collateral on futures		240,704
Deposits with broker for securities sold short		209,371,570
Appreciated swaps, at value (upfront payments paid $118,806)		400,723
Depreciated swaps, at value (upfront payments paid $5,582,278)		3,169,071
Receivables and other assets:
Interest and dividends		662,436
Shares of beneficial interest sold		90,176
Other		149,901
Total assets		1,182,089,066
Liabilities
Bank overdraft-foreign currencies		6
Short positions, at value (proceeds of $208,634,178)—see accompanying statement of investments		229,770,856
Unrealized depreciation on foreign currency exchange contracts		577,855
Depreciated swaps, at value (upfront payments paid $3,010,695)		994,763
Payables and other liabilities:
Investments purchased (including $27,022,258 purchased on a when-issued or delayed delivery basis)		30,288,277
Shares of beneficial interest redeemed		1,646,192
Trustees’ compensation		272,113
Transfer and shareholder servicing agent fees		196,671
Distribution and service plan fees		187,237
Shareholder communications		129,642
Futures margins		13,025
Other		101,034
Total liabilities		264,177,671
Net Assets	$	917,911,395
Composition of Net Assets
Par value of shares of beneficial interest	$	387,897
Additional paid-in capital		969,181,188
Accumulated net investment income		2,331,740
Accumulated net realized loss on investments and foreign currency transactions		(116,223,771	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		62,234,341
Net Assets	$	917,911,395

24 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 $720,799,383 and 29,896,227 shares of beneficial interest outstanding)	$	24.11
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	25.58
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $40,053,722 and 1,833,930 shares of beneficial interest outstanding)	$	21.84
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $121,714,274 and 5,566,361 shares of beneficial interest outstanding)	$	21.87
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $10,135 and 411 shares of beneficial interest outstanding)	$	24.65
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $23,720,259 and 1,021,460 shares of beneficial interest outstanding)	$	23.22
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $11,613,622 and 471,345 shares of beneficial interest outstanding)	$	24.64

See accompanying Notes to Financial Statements.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 25

STATEMENT OF OPERATIONS    For the Six Months Ended April 30, 2013 / Unaudited

Allocation of Income and Expenses from Master Fund1
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest	$	4,022,284
Dividends		2,954
Expenses2		(189,715	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		3,835,523
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $187,946)		7,032,715
Affiliated companies		203,831
Interest		3,748,563
Total investment income		10,985,109
Expenses
Management fees		4,025,131
Distribution and service plan fees:
Class A		902,616
Class B		213,133
Class C		630,314
Class N		61,828
Transfer and shareholder servicing agent fees:
Class A		891,241
Class B		102,418
Class C		167,952
Class I		1
Class N		40,383
Class Y		16,317
Shareholder communications:
Class A		91,990
Class B		8,657
Class C		16,665
Class N		1,694
Class Y		883
Dividends on short sales (net of foreign withholding taxes of $259)		2,568,749
Financing expense from short sales		114,942
Interest on short sales		99,289
Trustees’ compensation		9,839
Custodian fees and expenses		4,603
Other		89,602
Total expenses		10,058,247
Less waivers and reimbursements of expenses		(330,264	)
Net expenses		9,727,983
Net Investment Income		5,092,649

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 $1,820.

26 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies	$	23,301,232
Closing and expiration of futures contracts		85,702
Foreign currency transactions		574,364
Short positions		(11,515,053	)
Swap contracts		(4,227,437	)
Net realized gain allocated from Oppenheimer Master Loan Fund, LLC		652,146
Net realized gain		8,870,954
Net change in unrealized appreciation/depreciation on:
Investments		25,208,407
Translation of assets and liabilities denominated in foreign currencies		(783,275	)
Futures contracts		(125,791	)
Short positions		(8,661,932	)
Swap contracts		(778,373	)
Net change in unrealized appreciation/deprecation allocated from Oppenheimer Master Loan Fund, LLC		775,523
Net change in unrealized appreciation/depreciation		15,634,559
Net Increase in Net Assets Resulting from Operations	$	29,598,162

See accompanying Notes to Financial Statements.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 27

STATEMENTS OF CHANGES IN NET ASSETS    

	Six Months Ended April 30, 2013 (Unaudited)	Year Ended October 31, 2012
Operations
Net investment income	$5,092,649	$	408,270
Net realized gain (loss)	8,870,954		(120,432,766	)
Net change in unrealized appreciation/depreciation	15,634,559		112,715,107
Net increase (decrease) in net assets resulting from operations	29,598,162		(7,309,389	)
Dividends and/or Distributions to Shareholders
Distributions from net realized gain:
Class A	—		(82,912,376	)
Class B	—		(5,953,214	)
Class C	—		(17,407,886	)
Class I	—		—
Class N	—		(3,412,728	)
Class Y	—		(3,279,331	)
	—		(112,965,535	)
Tax return of capital distribution:
Class A	—		(414,116	)
Class B	—		(29,734	)
Class C	—		(86,946	)
Class I	—		—
Class N	—		(17,045	)
Class Y	—		(16,379	)
	—		(564,220	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A	(76,895,423)		(163,327,040	)
Class B	(7,905,986)		(14,871,029	)
Class C	(17,590,742)		(44,290,029	)
Class I	10,000		—
Class N	(4,217,330)		(9,027,532	)
Class Y	(5,039,443)		(33,711,943	)
	(111,638,924)		(265,227,573	)
Net Assets
Total decrease	(82,040,762)		(386,066,717	)
Beginning of period	999,952,157		1,386,018,874
End of period (including accumulated net investment income (loss) of $2,331,740 and $(2,760,909), respectively)	$917,911,395	$	999,952,157

See accompanying Notes to Financial Statements.

28 OPPENHEIMER FLEXIBLE STRATEGIES FUND

FINANCIAL HIGHLIGHTS    

	Six Months Ended April 30, 2013			Year Ended October 31,			Year Ended October 31,			Year Ended October 29,			Year Ended October 31,			Year Ended October 31,
Class A	(Unaudited)			2012			2011			20101			2009			2008
Per Share Operating Data
Net asset value, beginning of period	$	23.35		$	25.55		$	26.01		$	24.46		$	23.15		$	34.21
Income (loss) from investment operations:
Net investment income (loss)2		.14			.04			(.17	)		(.11	)		(.03	)		.26
Net realized and unrealized gain (loss)		.62			(.10	)		.22			1.66			2.19			(5.63	)
Total from investment operations		.76			(.06	)		.05			1.55			2.16			(5.37	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			(3.43	)
Distributions from net realized gain		—			(2.13	)		(.51	)		—			(.79	)		(2.26	)
Tax return of capital distribution		—			(.01	)		—			—			(.06	)		—
Total dividends and/or distributions to shareholders		—			(2.14	)		(.51	)		—			(.85	)		(5.69	)
Net asset value, end of period	$	24.11		$	23.35		$	25.55		$	26.01		$	24.46		$	23.15
Total Return, at Net Asset Value3		3.26	%		0.03	%		0.14	%		6.34	%		9.94	%		(18.62	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$720,799			$774,007			$1,024,109			$1,229,920			$1,340,846			$1,052,971
Average net assets (in thousands)		$746,287			$870,856			$1,165,257			$1,297,058			$1,206,192			$1,166,299
Ratios to average net assets:4
Net investment income (loss)		1.22	%5		0.19	%5		(0.65	)%		(0.44	)%		(0.13	)%		0.93	%
Total expenses		2.01	%5,6		1.85	%5,6		1.57	%7		1.43	%7		1.48	%7		1.56	%7
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.95	%5,8		1.78	%5,8		1.52	%		1.38	%		1.43	%		1.52	%
Portfolio turnover rate		46	%		212	%		181	%		58	%		117	%		135	%

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 funds were as follows:

Six Months Ended April 30, 2013	2.04%
Year Ended October 31, 2012	1.90%

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

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

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

Six Months Ended April 30, 2013	1.98%
Year Ended October 31, 2012	1.83%

See accompanying Notes to Financial Statements.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 29

FINANCIAL HIGHLIGHTS    Continued

	Six Months Ended April 30, 2013			Year Ended October 31,			Year Ended October 31,			Year Ended October 29,			Year Ended October 31,			Year Ended October 31,
Class B	(Unaudited)			2012			2011			20101			2009			2008
Per Share Operating Data
Net asset value, beginning of period	$	21.25		$	23.63		$	24.32		$	23.07		$	22.08		$	32.82
Income (loss) from investment operations:
Net investment income (loss)2		.04			(.15	)		(.38	)		(.31	)		(.23	)		.06
Net realized and unrealized gain (loss)		.55			(.09	)		.20			1.56			2.07			(5.39	)
Total from investment operations		.59			(.24	)		(.18	)		1.25			1.84			(5.33	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			(3.15	)
Distributions from net realized gain		—			(2.13	)		(.51	)		—			(.79	)		(2.26	)
Tax return of capital distribution		—			(.01	)		—			—			(.06	)		—
Total dividends and/or distributions to shareholders		—			(2.14	)		(.51	)		—			(.85	)		(5.41	)
Net asset value, end of period	$	21.84		$	21.25		$	23.63		$	24.32		$	23.07		$	22.08
Total Return, at Net Asset Value3		2.78	%		(0.79	)%		(0.81	)%		5.42	%		8.93	%		(19.23	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$40,054			$46,780			$68,426			$91,209			$107,366			$  90,923
Average net assets (in thousands)		$43,188			$56,004			$82,022			$98,421			$  97,044			$113,810
Ratios to average net assets:4
Net investment income (loss)		0.34	%5		(0.70	)%5		(1.55	)%		(1.34	)%		(1.04	)%		0.21	%
Total expenses		3.01	%5,6		2.85	%5,6		2.57	%7		2.43	%7		2.49	%7		2.31	%7
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.83	%5,8		2.67	%5,8		2.43	%		2.29	%		2.34	%		2.27	%
Portfolio turnover rate		46	%		212	%		181	%		58	%		117	%		135	%

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 funds were as follows:

Six Months Ended April 30, 2013	3.04	%
Year Ended October 31, 2012	2.90	%

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

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

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

Six Months Ended April 30, 2013	2.86	%
Year Ended October 31, 2012	2.72	%

See accompanying Notes to Financial Statements.

30 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Six Months Ended April 30, 2013			Year Ended October 31,			Year Ended October 31,			Year Ended October 29,			Year Ended October 31,			Year Ended October 31,
Class C	(Unaudited)			2012			2011			20101			2009			2008
Per Share Operating Data
Net asset value, beginning of period	$	21.26		$	23.62		$	24.27		$	22.99		$	21.98		$	32.73
Income (loss) from investment operations:
Net investment income (loss)2		.05			(.12	)		(.35	)		(.28	)		(.20	)		.04
Net realized and unrealized gain (loss)		.56			(.10	)		.21			1.56			2.06			(5.35	)
Total from investment operations		.61			(.22	)		(.14	)		1.28			1.86			(5.31	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			(3.18	)
Distributions from net realized gain		—			(2.13	)		(.51	)		—			(.79	)		(2.26	)
Tax return of capital distribution		—			(.01	)		—			—			(.06	)		—
Total dividends and/or distributions to shareholders		—			(2.14	)		(.51	)		—			(.85	)		(5.44	)
Net asset value, end of period	$	21.87		$	21.26		$	23.62		$	24.27		$	22.99		$	21.98
Total Return, at Net Asset Value3		2.87	%		(0.71	)%		(0.64	)%		5.57	%		9.07	%		(19.21	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$121,714			$135,750			$199,765			$247,138			$253,051			$138,331
Average net assets (in thousands)		$127,793			$160,258			$233,997			$259,581			$194,014			$139,228
Ratios to average net assets:4
Net investment income (loss)		0.45	%5		(0.59	)%5		(1.40	)%		(1.20	)%		(0.93	)%		0.15	%
Total expenses		2.78	%5,6		2.62	%5,6		2.32	%7		2.18	%7		2.24	%7		2.32	%7
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.72	%5,8		2.55	%5,8		2.27	%		2.13	%		2.19	%		2.28	%
Portfolio turnover rate		46	%		212	%		181	%		58	%		117	%		135	%

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 funds were as follows:

Six Months Ended April 30, 2013	2.81	%
Year Ended October 31, 2012	2.67	%

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

Year Ended October 31, 2011	2.37	%
Year Ended October 29, 2010	2.23	%
Year Ended October 31, 2009	2.29	%
Year Ended October 31, 2008	2.36	%

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

Six Months Ended April 30, 2013	2.75	%
Year Ended October 31, 2012	2.60	%

See accompanying Notes to Financial Statements.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 31

FINANCIAL HIGHLIGHTS    Continued

	Period Ended April 30, 20131
Class I	(Unaudited)
Per Share Operating Data
Net asset value, beginning of period		$24.32
Income (loss) from investment operations:
Net investment income2		.12
Net realized and unrealized gain		.21
Total from investment operations		.33
Dividends and/or distributions to shareholders:
Dividends from net investment income		—
Distributions from net realized gain		—
Tax return of capital distribution		—
Total dividends and/or distributions to shareholders		—
Net asset value, end of period		$24.65
Total Return, at Net Asset Value3		1.36	%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$10
Average net assets (in thousands)		$10
Ratios to average net assets:4,5
Net investment income		3.04	%
Total expenses6		2.70	%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses7		2.66	%
Portfolio turnover rate		46	%

1. For the period from February 28, 2013 (inception of offering) to April 30, 2013. See Note 1 of the accompanying Notes.

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

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

4. Annualized for periods less than one full year.

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

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

Period Ended April 30, 2013 2.73 % 

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

Period Ended April 30, 2013 2.69 % 

See accompanying Notes to Financial Statements.

32 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Six Months Ended April 30, 2013			Year Ended October 31,			Year Ended October 31			Year Ended October 29,			Year Ended October 31,			Year Ended October 31,
Class N	(Unaudited)			2012			2011			20101			2009			2008
Per Share Operating Data
Net asset value, beginning of period	$	22.53		$	24.80		$	25.34		$	23.91		$	22.72		$	33.68
Income (loss) from investment operations:
Net investment income (loss)2		.10			(.03	)		(.24	)		(.19	)		(.12	)		.17
Net realized and unrealized gain (loss)		.59			(.10	)		.21			1.62			2.16			(5.54	)
Total from investment operations		.69			(.13	)		(.03	)		1.43			2.04			(5.37	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			(3.33	)
Distributions from net realized gain		—			(2.13	)		(.51	)		—			(.79	)		(2.26	)
Tax return of capital distribution		—			(.01	)		—			—			(.06	)		—
Total dividends and/or distributions to shareholders		—			(2.14	)		(.51	)		—			(.85	)		(5.59	)
Net asset value, end of period	$	23.22		$	22.53		$	24.80		$	25.34		$	23.91		$	22.72
Total Return, at Net Asset Value3		3.06	%		(0.27	)%		(0.18	)%		5.98	%		9.58	%		(18.89	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$23,720			$27,181			$39,916			$46,237			$36,363			$17,858
Average net assets (in thousands)		$25,199			$33,095			$45,004			$43,184			$25,939			$20,349
Ratios to average net assets:4
Net investment income (loss)		0.90	%5		(0.14	)%5		(0.95	)%		(0.79	)%		(0.52	)%		0.62	%
Total expenses		2.33	%5,6		2.18	%5,6		1.87	%7		1.77	%7		1.83	%7		1.90	%7
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.27	%5,8		2.11	%5,8		1.82	%		1.71	%		1.77	%		1.84	%
Portfolio turnover rate		46	%		212	%		181	%		58	%		117	%		135	%

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 funds were as follows:

Six Months Ended April 30, 2013	2.36	%
Year Ended October 31, 2012	2.23	%

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

Year Ended October 31, 2011	1.92	%
Year Ended October 29, 2010	1.82	%
Year Ended October 31, 2009	1.88	%
Year Ended October 31, 2008	1.94	%

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

Six Months Ended April 30, 2013	2.30	%
Year Ended October 31, 2012	2.16	%

See accompanying Notes to Financial Statements.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 33

FINANCIAL HIGHLIGHTS    Continued

	Six Months Ended April 30, 2013			Year Ended October 31,			Year Ended October 31,			Year Ended October 29,			Year Ended October 31,			Year Ended October 31,
Class Y	(Unaudited)			2012			2011			20101			2009			2008
Per Share Operating Data
Net asset value, beginning of period	$	23.84		$	25.97		$	26.35		$	24.70		$	23.30		$	34.39
Income (loss) from investment operations:
Net investment income (loss)2		.18			.10			(.09	)		(.04	)		.02			.30
Net realized and unrealized gain (loss)		.62			(.09	)		.22			1.69			2.23			(5.65	)
Total from investment operations		.80			.01			.13			1.65			2.25			(5.35	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		—			—			—			—			—			(3.48	)
Distributions from net realized gain		—			(2.13	)		(.51	)		—			(.79	)		(2.26	)
Tax return of capital distribution		—			(.01	)		—			—			(.06	)		—
Total dividends and/or distributions to shareholders		—			(2.14	)		(.51	)		—			(.85	)		(5.74	)
Net asset value, end of period	$	24.64		$	23.84		$	25.97		$	26.35		$	24.70		$	23.30
Total Return, at Net Asset Value3		3.36	%		0.32	%		0.45	%		6.68	%		10.27	%		(18.45	)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$11,614			$16,234			$53,803			$50,445			$37,726			$18,693
Average net assets (in thousands)		$12,913			$28,561			$58,196			$50,667			$32,544			$17,505
Ratios to average net assets:4
Net investment income (loss)		1.51	%5		0.41	%5		(0.34	)%		(0.14	)%		0.10	%		1.08	%
Total expenses		1.77	%5,6		1.60	%5,6		1.25	%7		1.11	%7		1.18	%7		1.35	%7
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.71	%5,8		1.53	%5,8		1.20	%		1.06	%		1.13	%		1.31	%
Portfolio turnover rate		46	%		212	%		181	%		58	%		117	%		135	%

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 funds were as follows:

Six Months Ended April 30, 2013	1.80	%
Year Ended October 31, 2012	1.65	%

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

Year Ended October 31, 2011	1.30	%
Year Ended October 29, 2010	1.16	%
Year Ended October 31, 2009	1.23	%
Year Ended October 31, 2008	1.39	%

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

Six Months Ended April 30, 2013	1.74	%
Year Ended October 31, 2012	1.58	%

See accompanying Notes to Financial Statements.

34 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO FINANCIAL STATEMENTS    April 30, 2013 / Unaudited

1. Significant Accounting Policies

Oppenheimer Flexible Strategies 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 growth of capital. The Fund’s investment adviser was OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”), through December 31, 2012. Effective January 1, 2013, the Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OFI. The Manager has entered into a sub-advisory agreement with OFI, as of the same effective date.

The Fund offers Class A, Class C, Class I, Class N and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds will be allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class N shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase. Class I shares were first publicly offered on February 28, 2013.

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.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 35

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

1. Significant Accounting Policies Continued

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 $280,488,551. 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.

Securities on a When-Issued or Delayed Delivery Basis. The Fund may purchase securities on a “when-issued” basis, and may purchase or sell securities on a “delayed delivery” basis. “When-issued” or “delayed delivery” refers to securities whose terms and indenture are available and for which a market exists, but which are not available for immediate delivery. Delivery and payment for securities that have been purchased by the Fund on a when-issued basis normally takes place within six months and possibly as long as two years or more after the trade date. During this period, such securities do not earn interest, are subject to market fluctuation and may increase or decrease in value prior to their delivery. The purchase of securities on a when-issued basis may increase the volatility of the Fund’s net asset value to the extent the Fund executes such transactions while remaining substantially fully invested. When the Fund engages in when-issued or delayed delivery transactions, it relies on the buyer or seller, as the case may be, to complete the transaction. 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, 2013, 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	$	27,022,258

Investment in Oppenheimer Flexible Strategies Fund (Cayman) Ltd. The Fund may invest up to 25% of its total assets in Oppenheimer Flexible Strategies Fund (Cayman) Ltd., a wholly-owned and controlled Cayman Islands subsidiary (the “Subsidiary”). The

36 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Subsidiary invests primarily in commodity-linked derivatives (including commodity futures, financial futures, options and swap contracts) and exchange-traded funds related to gold or other special minerals. The Subsidiary may also invest in certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions. The Fund wholly owns and controls the Subsidiary, and the Fund and Subsidiary are both managed by the Manager.

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

For tax purposes, the Subsidiary is an exempted Cayman investment company. The Subsidiary has received an undertaking from the Government of the Cayman Islands exempting it from all local income, profits and capital gains taxes through September of 2030. No such taxes are levied in the Cayman Islands at the present time. For U.S. income tax purposes, the Subsidiary is a Controlled Foreign Corporation and as such is not subject to U.S. income tax. However, as a wholly-owned Controlled Foreign Corporation, the Subsidiary’s net income and capital gain, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income. For the six months ended April 30, 2013, the Subsidiary has a deficit of $12,104 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 the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 37

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

1. Significant Accounting Policies Continued

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 the Master Fund, the Fund will have greater exposure to the risks of the Master Fund.

The investment objective of the Master Fund 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 investment in the Master Fund is included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investment in the 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 Fund. As a shareholder, the Fund is subject to its proportional share of the Master Fund’s 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.

38 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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

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

During the fiscal year ended October 31, 2012, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. The Fund had $169,405 of straddle losses which were deferred. Details of the fiscal year ended October 31, 2012 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
No expiration	$	125,331,289

As of April 30, 2013, it is estimated that the capital loss carryforwards would be $116,460,335 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, 2013, it is estimated that the Fund will utilize $8,870,954 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, 2013 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	875,970,136
Federal tax cost of other investments		(205,960,935	)
Total federal tax cost	$	670,009,201
Gross unrealized appreciation	$	120,331,830
Gross unrealized depreciation		(57,858,172	)
Net unrealized appreciation	$	62,473,658

OPPENHEIMER FLEXIBLE STRATEGIES FUND 39

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, 2013, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	1,117
Payments Made to Retired Trustees		25,836
Accumulated Liability as of April 30, 2013		187,347

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

40 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

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

OPPENHEIMER FLEXIBLE STRATEGIES FUND 41

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

2. Securities Valuation Continued

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

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

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

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

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

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

42 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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.

Security Type	Standard inputs generally considered by third-party pricing vendors
Corporate debt, government debt, municipal, mortgage-backed and asset-backed securities	Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.
Loans	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
Event-linked bonds	Information obtained from market participants regarding reported trade data and broker-dealer price quotations.
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. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. Those fair valuation standardized methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior

OPPENHEIMER FLEXIBLE STRATEGIES FUND 43

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

2. Securities Valuation Continued

day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs are used in determining the value of each of the 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, 2013 based on valuation input level:

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs			Value
Assets Table
Investments, at Value:
Wholly-Owned Subsidiary		$	—		$	9,041,133		$	—		$	9,041,133
Common Stocks
Consumer Discretionary			55,572,125			—			—			55,572,125
Consumer Staples			38,549,325			—			—			38,549,325
Energy			68,507,362			—			—			68,507,362
Financials			77,466,727			6,930,000			—			84,396,727
Health Care			56,423,021			—			—			56,423,021
Industrials			55,737,017			—			—			55,737,017
Information Technology			69,635,855			—			—			69,635,855
Materials			45,860,330			—			—			45,860,330
Telecommunication Services			9,465,720			—			—			9,465,720
Utilities			14,771,700			—			—			14,771,700
Preferred Stocks			19,389,174			9,357,039			—			28,746,213
Asset-Backed Securities			—			74,917,871			—			74,917,871
Mortgage-Backed Obligations			—			24,165,801			—			24,165,801

44 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Level 1— Unadjusted Quoted Prices				Level 2— Other Significant Observable Inputs				Level 3— Significant Unobservable Inputs			Value
Assets Table Continued
Non-Convertible Corporate Bonds and Notes		$	—			$	27,385,810			$	—		$	27,385,810
Convertible Corporate Bonds and Notes			—				10,399,375				—			10,399,375
Corporate Loans			—				14,649,005				—			14,649,005
Swaptions Purchased			—				5,239,546				—			5,239,546
Structured Securities			—				—				2,576,591			2,576,591
Investment Companies			157,591,222				112,613,058				—			270,204,280
Total Investments, at Value			668,969,578				294,698,638				2,576,591			966,244,807
Other Financial Instruments:
Appreciated swaps, at value			—				400,723				—			400,723
Depreciated swaps, at value			—				3,169,071				—			3,169,071
Total Assets		$	668,969,578			$	298,268,432			$	2,576,591		$	969,814,601
Liabilities Table
Other Financial Instruments:
Common Stocks Securities Sold Short		$	(170,715,757	)		$	—			$	—		$	(170,715,757	)
Non-Convertible Corporate Bonds and Notes Securities Sold Short			—				(10,450,000	)			—			(10,450,000	)
Convertible Corporate Bonds and Notes Securities Sold Short			—				(16,693,750	)			—			(16,693,750	)
Investment Company Securities Sold Short			(31,911,349	)			—				—			(31,911,349	)
Depreciated swaps, at value			—				(994,763	)			—			(994,763	)
Foreign currency exchange contracts			—				(577,855	)			—			(577,855	)
Futures margins			(13,025	)			—				—			(13,025	)
Total Liabilities		$	(202,640,131	)		$	(28,716,368	)		$	—		$	(231,356,499	)

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 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.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 45

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

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, 20131						Year Ended October 31, 2012
	Shares			Amount			Shares			Amount
Class A
Sold		882,631		$	20,894,377			2,130,074		$	49,452,617
Dividends and/or distributions reinvested		—			—			3,529,272			79,938,012
Redeemed		(4,130,118	)		(97,789,800	)		(12,602,561	)		(292,717,669	)
Net decrease		(3,247,487	)	$	(76,895,423	)		(6,943,215	)	$	(163,327,040	)
Class B
Sold		13,581		$	292,903			213,330		$	4,529,647
Dividends and/or distributions reinvested		—			—			281,995			5,857,047
Redeemed		(381,325	)		(8,198,889	)		(1,189,216	)		(25,257,723	)
Net decrease		(367,744	)	$	(7,905,986	)		(693,891	)	$	(14,871,029	)
Class C
Sold		219,254		$	4,720,885			621,539		$	13,186,124
Dividends and/or distributions reinvested		—			—			761,423			15,814,760
Redeemed		(1,037,724	)		(22,311,627	)		(3,455,280	)		(73,290,913	)
Net decrease		(818,470	)	$	(17,590,742	)		(2,072,318	)	$	(44,290,029	)
Class I
Sold		411		$	10,000			—		$	—
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		—			—			—			—
Net increase		411		$	10,000			—		$	—
Class N
Sold		72,475		$	1,653,574			200,567		$	4,531,243
Dividends and/or distributions reinvested		—			—			147,407			3,231,159
Redeemed		(257,495	)		(5,870,904	)		(751,225	)		(16,789,934	)
Net decrease		(185,020	)	$	(4,217,330	)		(403,251	)	$	(9,027,532	)
Class Y
Sold		59,846		$	1,452,107			213,154		$	4,992,881
Dividends and/or distributions reinvested		—			—			119,803			2,763,856
Redeemed		(269,565	)		(6,491,550	)		(1,723,866	)		(41,468,680	)
Net decrease		(209,719	)	$	(5,039,443	)		(1,390,909	)	$	(33,711,943	)

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, 2013 (inception of offering) to April 30, 2013 for Class I shares.

46 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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, 2013, were as follows:

	Purchases		Sales
Investment securities	$	310,388,942	$	352,346,873

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

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of OFI, acted as the transfer and shareholder servicing agent for the Fund through December 31, 2012. Effective January 1, 2013, OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a per account fee.

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. The Transfer Agent may voluntarily waive the minimum fees.

Sub-Transfer Agent Fees. Effective January 1, 2013, the Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI, (the “Sub-Transfer Agent”) to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 47

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

5. Fees and Other Transactions with Affiliates Continued

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 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, 2013 were as follows:

Class C	$	11,971,971
Class N		1,091,408

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

Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class N Contingent Deferred Sales Charges Retained by Distributor
April 30, 2013	$	88,452	$	913	$	41,233	$	3,034	$	37

48 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary and may not be terminated unless approved by the Fund’s Board of Trustees. During the six months ended April 30, 2013, the Manager waived $12,876.

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 underlying funds managed by the Manager or its affiliates. During the six months ended April 30, 2013, the Manager waived fees and/or reimbursed the Fund $292,153 for management fees.

The Transfer Agent has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class and for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2013, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:

Class B $ 25,235

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.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 49

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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

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

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

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

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

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

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

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

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

50 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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, 2013, the maximum amount of loss that the Fund would incur if the counterparties to its derivative transactions failed to perform would be $8,809,340, 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 $7,814,577 as of April 30, 2013. 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, 2013 the Fund has required certain counterparties to post collateral of $6,769,769.

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, 2013, the aggregate fair value of derivative instruments with credit related contingent features in a net liability position was $577,855 for which collateral was not posted by the Fund. If a contingent feature would have been triggered as of April 30, 2013, the Fund could have been required to pay this amount in cash to its counterparties.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 51

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

Valuations of derivative instruments as of April 30, 2013 are as follows:

	Asset Derivatives					Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location		Value			Statement of Assets and Liabilities Location		Value
Credit contracts		Depreciated swaps, at value	$	3,169,071			Depreciated swaps, at value	$	775,270
Credit contracts		Appreciated swaps, at value		338,235
Equity contracts		Appreciated swaps, at value		62,488			Depreciated swaps, at value		219,493
Interest rate contracts							Futures margins		13,025	*
Foreign exchange contracts							Unrealized depreciation on foreign currency exchange contracts		577,855
Interest rate contracts		Investments, at value		5,239,546	**
Total			$	8,809,340				$	1,585,643

*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 swaptions.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investments from unaffiliated companies*			Closing and expiration of futures contracts			Foreign currency transactions		Swap contracts			Total
Credit contracts	$	—		$	—		$	—	$	(237,163	)	$	(237,163	)
Equity contracts		—			—			—		(3,990,274	)		(3,990,274	)
Foreign exchange contracts		—			—			736,720		—			736,720
Interest rate contracts		(3,687,421	)		(508,364	)		—		—			(4,195,785	)
Volatility contracts		—			594,066			—		—			594,066
Total	$	(3,687,421	)	$	85,702		$	736,720	$	(4,227,437	)	$	(7,092,436	)

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

52 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investments*		Futures contracts			Translation of assets and liabilities denominated in foreign currencies			Swap contracts			Total
Credit contracts	$	—	$	—		$	—		$	(302,359	)	$	(302,359	)
Equity contracts		—		—			—			(476,014	)		(476,014	)
Foreign exchange contracts		—		—			(580,403	)		—			(580,403	)
Interest rate contracts		1,675,232		(125,791	)		—			—			1,549,441
Total	$	1,675,232	$	(125,791	)	$	(580,403	)	$	(778,373	)	$	190,665

*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.

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

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

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

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

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

OPPENHEIMER FLEXIBLE STRATEGIES FUND 53

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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, 2013, the Fund had daily average contract amounts on forward foreign currency contracts to buy and sell of $2,081,873 and $66,776,504, 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.

The Fund has purchased futures contracts, which have values that are linked to the price movement of the related volatility indexes, in order to increase exposure to volatility risk.

The Fund has sold futures contracts, which have values that are linked to the price movement of the related volatility indexes, in order to decrease exposure to volatility risk.

During the six months ended April 30, 2013, the Fund had an ending monthly average market value of $2,073,764 and $9,852,331 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.

54 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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 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.

During the six months ended April 30, 2013, the Fund had an ending monthly average market value of $82,031 on purchased call options.

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 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.

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

As of April 30, 2013, the Fund had no outstanding written or purchased options.

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

OPPENHEIMER FLEXIBLE STRATEGIES FUND 55

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

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

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

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

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

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

If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional

56 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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 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, 2013, the Fund had ending monthly average notional amounts of $129,768,445 and $10,714,286 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.

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

Total Return Swap Contracts. A total return swap is an agreement between counterparties to exchange periodic payments based on asset or non-asset references. One cash flow is typically based on a non-asset reference (such as an interest rate or index) and the other on the total return of a reference asset (such as a security or a basket of securities). The total return of the reference asset typically includes appreciation or depreciation on the reference asset, plus any interest or dividend payments.

Total return swap contracts are exposed to the market risk factor of the specific underlying financial instrument or index. Total return swaps are less standard in structure than other types of swaps and can isolate and/or, include multiple types of market risk factors including equity risk, credit risk, and interest rate risk.

The Fund has entered into total return swaps on various equity securities or indexes to increase exposure to equity risk. These equity risk related total return swaps require the Fund to pay a floating reference interest rate, or an amount equal to the negative price movement of securities or an index multiplied by the notional amount of the contract. The Fund will receive payments equal to the positive price movement of the same securities or index multiplied by the notional amount of the contract.

The Fund has entered into total return swaps on various equity securities or indexes to decrease exposure to equity risk. These equity risk related total return swaps require the Fund to pay an amount equal to the positive price movement of securities or an index multiplied by the notional amount of the contract. The Fund will receive payments of a floating reference interest rate or an amount equal to the negative price movement of the same securities or index multiplied by the notional amount of the contract

OPPENHEIMER FLEXIBLE STRATEGIES FUND 57

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

6. Risk Exposures and the Use of Derivative Instruments Continued

For the six months ended April 30, 2013, the Fund had ending monthly average notional amounts of $400,677 and $31,846,984 on total return swaps which are long the reference asset and total return swaps which are short the reference asset, respectively.

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, 2013, the Fund had an ending monthly average market value of $4,140,535 on purchased swaptions.

7. Restricted Securities

As of April 30, 2013, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under

58 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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 lawsuits have been pending in federal courts against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by 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 law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

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

On April 16, 2010, a lawsuit was filed in New York state court against (i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice,

OPPENHEIMER FLEXIBLE STRATEGIES FUND 59

8. Pending Litigation

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

8. Pending Litigation Continued

and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’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.

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

60 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 30^th, no later than August 31^st 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.

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OPPENHEIMER FLEXIBLE STRATEGIES FUND

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee David K. Downes, Trustee Matthew P. Fink, Trustee Edmund P. Giambastiani, Jr., Trustee Phillip A. Griffiths, Trustee Mary F. Miller, Trustee Joel W. Motley, Trustee Joanne Pace, 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	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMGLLP
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.

^© 2013 OppenheimerFunds, Inc. All rights reserved.

62 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Financial Statements for Oppenheimer Flexible Strategies Fund (Cayman) Ltd. (the “Subsidiary”) for the Six Months Ended April 30, 2013
64	Statement of Investments
65	Statement of Assets and Liabilities
66	Statement of Operations
67	Statements of Changes in Net Assets
68	Notes to Financial Statements

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

STATEMENT OF INVESTMENTS    April 30, 2013 / (Unaudited)

	Shares			Value
Investment Company—23.5%
SPDR Gold Trust1 (Cost $1,993,730)		14,900		$	2,127,273
Total Investments, at Value (Cost $1,993,730)		23.5	%		2,127,273
Other Assets Net of Liabilities		76.5			6,913,860
Net Assets		100.0	%	$	9,041,133

Footnotes to Statement of Investments

1. Non-income producing security.

Futures Contracts as of April 30, 2013 are as follows:
Contract Description	Buy/Sell		Number of Contracts		Expiration Date		Value			Unrealized Appreciation (Depreciation)
Corn		Buy		80		12/13/13		$	2,227,000		$  36,910
Soybean		Buy		32		11/14/14			1,963,200		(19,389	)
											$ 17,521

See accompanying Notes to Financial Statements.

64 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

STATEMENT OF ASSETS AND LIABILITIES    April 30, 2013 / Unaudited

Assets
Investments, at value (cost $1,993,730)—see accompanying statement of investments	$	2,127,273
Cash		6,656,297
Cash used for collateral on futures		290,000
Receivables and other assets:
Other		222
Total assets		9,073,792
Liabilities
Payables and other liabilities:
Futures margins		25,400
Directors’ compensation		3,775
Legal, auditing and other professional fees		3,479
Other		5
Total liabilities		32,659
Net Assets	$	9,041,133
Composition of Net Assets
Par value of shares of beneficial interest	$	75
Additional paid-in capital		9,049,925
Accumulated net investment loss		(51,857	)
Accumulated net realized loss on investments		(108,074	)
Net unrealized appreciation on investments		151,064
Net Assets—applicable to 7,500 shares of beneficial interest outstanding	$	9,041,133
Net Asset Value, Redemption Price Per Share and Offering Price Per Share	$	1,205.48

See accompanying Notes to Financial Statements.

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

STATEMENT OF OPERATIONS    For the Six Months Ended April 30, 2013 (Unaudited)

Expenses
Management fees	$	12,873
Legal, auditing and other professional fees		12,659
Directors’ compensation		3,775
Other		318
Total expenses		29,625
Net Investment Loss		(29,625	)
Realized and Unrealized Gain
Net change in unrealized appreciation/depreciation on:
Investments		133,543
Futures contracts		17,521
Net change in unrealized appreciation/depreciation		151,064
Net Increase in Net Assets Resulting from Operations	$	121,439

See accompanying Notes to Financial Statements.

66 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2013 (Unaudited)			Period Ended October 31, 20121
Operations
Net investment loss	$	(29,625	)	$	(22,232	)
Net realized loss		—			(108,074	)
Net change in unrealized appreciation/depreciation		151,064			—
Net increase (decrease) in net assets resulting from operations		121,439			(130,306	)
Capital Transactions
Net increase in net assets resulting from capital transactions		6,300,000			2,750,000
Net Assets
Total increase		6,421,439			2,619,694
Beginning of period		2,619,694			—
End of period (including accumulated net investment loss of $51,857 and $22,232, respectively)	$	9,041,133		$	2,619,694

1. For the period from August 2, 2012 (commencement of operations) to October 31, 2012

See accompanying Notes to Financial Statements.

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    April 30, 2013 / Unaudited

1. Significant Accounting Policies

Oppenheimer Flexible Strategies 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 related to gold or other special minerals. The Fund may also invest in certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions. The Fund’s investment adviser was Oppenheimer Real Asset Management, Inc. (“ORAMI” or the “Sub- Adviser”), through December 31, 2012. Effective January 1, 2013, the Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a whollyowned subsidiary of OFI. The Manager has entered into a sub-advisory agreement with OFI, as of the same effective date. As of April 30, 2013, 100% of the Fund was owned by Oppenheimer Flexible Strategies Fund (“OFSF”).

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, 2013, the directors have not designated classes or series of outstanding participating shares. During the six months ended April 30, 2013, 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.

68 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

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

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

2. Securities Valuation

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

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

2. Securities Valuation Continued

Valuation Methods and Inputs

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

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

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

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

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

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

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

70 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

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

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

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

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NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

2. Securities Valuation Continued

Classifications

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

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

2) Level 2—inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3—significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

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

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2013 based on valuation input level:

	Level 1— Unadjusted Quoted Prices				Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs			Value
Assets Table
Investments, at Value:
Investment Company		$	2,127,273			$	—		$	—		$	2,127,273
Total Assets		$	2,127,273			$	—		$	—		$	2,127,273
Liabilities Table
Other Financial Instruments:
Futures margins		$	(25,400	)		$	—		$	—		$	(25,400	)
Total Liabilities		$	(25,400	)		$	—		$	—		$	(25,400	)

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.

3. Capital Transactions

The Fund has authorized 5,000,000 participating shares of $0.01 par value per share. The Fund issued 7,500 participating shares for $750,000 on August 1, 2012 in conjunction with OFSF’s initial capitalization of the Fund. All subsequent capital contributions and withdrawals did not have participating shares associated with the transaction.

72 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

Capital transactions were as follows:

	Six Months Ended April 30, 2013 Amount		Period Ended October  31, 20121 Amount
Contributions	$	6,300,000	$	2,750,000
Withdrawals		—		—
Net increase	$	6,300,000	$	2,750,000

1. For the period from August 2, 2012 (commencement of operations) to October 31, 2012.

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:

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

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	0.425	%
Next $500 million	0.400
Next $500 million	0.375
Next $500 million	0.350
Next $500 million	0.325
Next $500 million	0.300
Next $500 million	0.275
Over $4.0 billion	0.250

The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

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.

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

5. Risk Exposures and the Use of Derivative Instruments

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

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

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

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.

74 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

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.

Valuations of derivative instruments as of April 30, 2013 are as follows:

Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value
Commodity contracts	Futures margins		25,400*

*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.

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

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Futures contracts
Commodity contracts	$17,521

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.

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

5. Risk Exposures and the Use of Derivative Instruments Continued

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

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

The Fund has purchased futures contracts, which have values that are linked to the price movement of the related commodities, in order to increase exposure to commodity risk.

During the six months ended April 30, 2013, the Fund had an ending monthly average market value of $739,971 on futures contracts purchased.

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.

6. Financial Highlights

The following represents the total return of the Fund for the six months ended April 30, 2013. 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, 2013 (Unaudited)			Period Ended October  31, 20121
Per Share Operating Data
Net asset value, beginning of period		$    349.29			$100.00
Income (loss) from investment operations:
Net investment loss		(3.95	)		(2.96	)
Net realized and unrealized gain (loss)		20.14			(14.41	)
Total from investment operations		16.19			(17.37	)
Capital Transactions		840.00			266.66
Net asset value, end of period		$1,205.48			$349.29
Total Return, at Net Asset Value		(0.70	)%		(4.52	)%

76 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

	Six Months Ended April 30, 2013 (Unaudited)			Period Ended October  31, 20121
Ratios to Average Net Assets:
Net investment loss		(1.93	)%		(4.03	)%
Total expenses		1.93	%		4.03	%
Expenses after payments, waivers and reimbursements		1.93	%		4.03	%

1. For the period from August 2, 2012 (commencement of operations) through October 31, 2012.

7. Pending Litigation

Since 2009, a number of class action lawsuits have been pending in federal courts against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by 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 law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

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

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OPPENHEIMER FLEXIBLE STRATEGIES FUND (CAYMAN) LTD.

NOTES TO FINANCIAL STATEMENTS    Unaudited / Continued

7. Pending Litigation Continued

On April 16, 2010, a lawsuit was filed in New York state court against (i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’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.

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

78 OPPENHEIMER FLEXIBLE STRATEGIES FUND LTD.

PRIVACY POLICY

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:

l Applications or other forms

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

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

l Your transactions with us, our affiliates or others

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

l 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.

OPPENHEIMER FLEXIBLE STRATEGIES FUND 79

PRIVACY POLICY

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.

l 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.

l 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.

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

Other Security Measures

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

How You Can Help

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

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., and each of its financial institution subsidiaries, 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 November 2012. 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).

80 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 1.800.CALL OPP (1.800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon-Fri 8am-8pm ET.

OppenheimerFunds are distributed by OppenheimerFunds Distributor, Inc.

RS0236.001.0413 June 21, 2013

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	5
Fund Expenses	8
Statement of Investments	10
Statement of Assets and Liabilities	14
Statement of Operations	16
Statements of Changes in Net Assets	17
Financial Highlights	18
Notes to Financial Statements	30
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments	42
Trustees and Officers	43
Privacy Policy Notice	44

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/13

	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	Russell 2000 Index	Russell 2500 Index	Russell 2500     Value Index
6-Month	17.63%	10.87%	16.58%	17.94%	18.83%
1-Year	16.70	9.99	17.69	18.96	22.25
5-Year	1.37	0.18	7.27	7.95	7.90
10-Year	10.15	9.50	10.47	11.38	11.20

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 5.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677).

2      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 17.63% during the reporting period. On a relative basis, the Fund underperformed the Russell 2500 Value Index (the “Index”), which returned 18.83%. The primary drag on relative performance was the Fund’s cash position. Although under 5% of assets, in a strong upward market environment it was sufficient to hurt relative returns. The Fund also underperformed due to weaker relative stock selection in the industrials and energy sectors. The Fund outperformed the Index primarily in the information technology and consumer discretionary sectors.

MARKET OVERVIEW

Prior to the start of the reporting period, central banks in the United States and Europe announced new accommodative policy measures intended to promote market liquidity and stimulate greater economic growth. In September 2012, the U.S. Federal Reserve (the “Fed”) embarked on a new round of open-ended quantitative easing involving monthly purchases of $40 billion of mortgage-backed securities issued by U.S. government agencies, also known as “QE3”. During the period, the Fed increased its monthly purchases to $85 billion. Meanwhile, the head of the European Central Bank (the “ECB”) had reassured investors that his institution was committed to supporting the Eurozone, and the ECB signaled its conditional intention to purchase massive amounts of debt from troubled members of the European Union. Even in Japan, which had been mired in economic weakness for years, new government leadership adopted economic policies and the central bank announced a massive quantitative easing program.

Investors reacted positively to these measures, and while uncertainty over the outcome of the U.S. presidential election resulted in some market volatility in early November, equity markets turned positive later in the month and rallied for the remainder of the period. In the U.S., the housing market continued to improve, further improving investor sentiment, and Gross Domestic Product maintained a moderate rate of growth. These developments helped markets shrug off numerous domestic concerns this period, including the fiscal cliff and the sequestration.

FUND REVIEW

The Fund’s strongest performing holdings during the period were video game companies Electronic Arts, Inc. and Take-Two Interactive Software, Inc. We exited our position in both stocks and locked in gains during the period. Also contributing to performance were Universal Health Services, Inc., Newell Rubbermaid, Inc. and Rock-Tenn Co. Universal Health Services is a hospital operator that is poised to benefit from the Patient Protection

3      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

and Affordable Care Act, which will go into effect in January 2014. The law is expected to reduce the number of uninsured patients, whom hospitals currently are required to provide non-reimbursed care for. Newell Rubbermaid is a global marketer of consumer and commercial products, including Rubbermaid, Levolor, Calphalon, Sharpie and PaperMate. Newell Rubbermaid’s stock benefited from a decision to restructure the company into two groups: a development organization and a delivery organization. The company also took additional steps to cut costs. Rock-Tenn is a manufacturer of corrugated and consumer packaging that reported strong earnings growth partly attributable to higher containerboard and box pricing. The company also increased its annualized dividend by 33%.

While individual detractors from performance were limited in the market rally, the most significant were Laredo Petroleum Holdings, Inc., Skyworks Solutions, Inc. and Teleflex, Inc.

	Laton Spahr, CFA Portfolio Manager

After the portfolio manager change in March, we exited our position in both Laredo Petroleum Holdings and Skyworks Solutions. The Fund initiated its position in Teleflex in February 2013. Its shares fared well for most of the period, but experienced a degree of volatility over the closing days as management reported a slight disappointment in revenue growth.

MEET THE NEW PORTFOLIO MANAGERS

Laton Spahr, CFA, and Eric Hewitt became the Fund’s portfolio managers on March 11, 2013. Mr. Spahr has been a long time value manager with over 14 years of experience. In managing the Fund, Messrs. Spahr and Hewitt will continue to seek to deliver strong returns by utilizing in-depth fundamental research to identify companies that are undervalued relative to their long-term prospects. This long-term perspective and focus on company fundamentals has the potential to help find value opportunities in varying market environments.

	Eric Hewitt Portfolio Manager

4      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS
Eaton Corp. plc	2.3%
Lazard Ltd., Cl. A	2.1
Newell Rubbermaid, Inc.	2.1
NCR Corp.	2.0
Boston Scientific Corp.	1.9
Invesco Ltd.	1.6
Reinsurance Group of America, Inc., Cl. A	1.6
SunTrust Banks, Inc.	1.6
Pioneer Natural Resources Co.	1.6
NV Energy, Inc.	1.5

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN COMMON STOCK INDUSTRIES
Insurance	10.2%
Commercial Banks	7.8
Oil, Gas & Consumable Fuels	6.0
Capital Markets	4.9
Machinery	4.6
Household Durables	4.5
Electrical Equipment	4.1
Electric Utilities	4.0
Health Care Providers & Services	3.9
Media	3.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on net assets.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2013, and are based on the total market value of common stocks.

5      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/13

	Inception Date		6-Month		1-Year		5-Year			10-Year
Class A (QVSCX)		1/3/89		17.63%		16.70%		1.37%			10.15%
Class B (QSCBX)		9/1/93		17.11%		15.75%		0.55%			9.62%
Class C (QSCCX)		9/1/93		17.16%		15.76%		0.59%			9.30%
Class I (QSCIX)		2/28/12		17.94%		16.01%		12.09%	*		N/A
Class N (QSCNX)		3/1/01		17.48%		16.40%		1.10%			9.79%
Class Y (QSCYX)		10/24/05		17.81%		17.05%		1.72%			4.48%*

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/13

	Inception Date		6-Month		1-Year		5-Year			10-Year
Class A (QVSCX)		1/3/89		10.87%		9.99%		0.18%			9.50%
Class B (QSCBX)		9/1/93		12.11%		10.75%		0.16%			9.62%
Class C (QSCCX)		9/1/93		16.16%		14.76%		0.59%			9.30%
Class I (QSCIX)		2/28/12		17.94%		16.01%		12.09%	*		N/A
Class N (QSCNX)		3/1/01		16.48%		15.40%		1.10%			9.79%
Class Y (QSCYX)		10/24/05		17.81%		17.05%		1.72%			4.48%*

*Shows performance since inception

The performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C and N shares, the 1% contingent deferred sales charge for the 1-year period. There is no sales charge for Class I and Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized.

The Fund’s performance is compared to that of the Russell 2000 Index, the Russell 2500 Index and the Russell 2500 Value Index. The Russell 2000 Index is an unmanaged index of small-capitalization stocks. The Russell 2500 Index measures the performance of the small to mid-cap segment of the U.S. equity universe, commonly referred to as “smid” cap. The Russell 2500 Value Index measures the performance of the small to mid-cap value segment of the U.S. equity universe. It includes those Russell 2500 Index companies with lower price-to-book ratios and lower forecasted growth values. Indices are unmanaged and cannot be purchased by investors. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative

6      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The Fund’s investment strategy and focus can change over time. The mention of specific fund holdings does not constitute a recommendation by OppenheimerFunds, Inc. or its affiliates.

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

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

7      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, 2013.

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.

8      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Actual	Beginning Account Value November 1, 2012		Ending Account Value April 30, 2013		Expenses Paid During 6 Months Ended April 30, 2013
Class A	$	1,000.00	$	1,176.30	$	6.82
Class B		1,000.00		1,171.10		11.63
Class C		1,000.00		1,171.60		11.09
Class I		1,000.00		1,179.40		4.06
Class N		1,000.00		1,174.80		8.44
Class Y		1,000.00		1,178.10		5.20
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,018.55		6.33
Class B		1,000.00		1,014.13		10.79
Class C		1,000.00		1,014.63		10.29
Class I		1,000.00		1,021.08		3.77
Class N		1,000.00		1,017.06		7.83
Class Y		1,000.00		1,020.03		4.82

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2013 are as follows:

Class	Expense Ratios
Class A		1.26%
Class B		2.15
Class C		2.05
Class I		0.75
Class N		1.56
Class Y		0.96

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.

9      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF INVESTMENTS    April 30, 2013 / Unaudited

	Shares		Value
Common Stocks—98.6%
Consumer Discretionary—12.2%
Auto Components—0.5%
Dana Holding Corp.		427,673	$	7,377,359
Diversified Consumer Services—0.7%
H&R Block, Inc.		376,480		10,443,555
Household Durables—4.5%
Leggett & Platt, Inc.		327,660		10,563,758
Lennar Corp., Cl. A		241,660		9,961,225
Newell Rubbermaid, Inc.		1,138,290		29,982,559
Tupperware Brands Corp.		180,350		14,482,105
				64,989,647
Leisure Equipment & Products—1.2%
Hasbro, Inc.		180,050		8,528,968
Polaris Industries, Inc.		93,740		8,079,451
				16,608,419
Media—3.6%
Cablevision Systems Corp., Cl. A		245,720		3,651,399
Cinemark Holdings, Inc.		250,640		7,742,270
Gannett Co., Inc.		337,560		6,805,210
Interpublic Group of Cos, Inc. (The)		551,430		7,631,791
Meredith Corp.		108,820		4,224,392
National CineMedia, Inc.		458,513		7,446,251
Regal Entertainment Group, Cl. A		442,650		7,941,141
Valassis Communications, Inc.		303,710		7,784,087
				53,226,541
Specialty Retail—1.7%
Brown Shoe Co., Inc.		241,101		4,077,018
GameStop Corp., Cl. A		239,292		8,351,291
Guess?, Inc.		159,380		4,411,638
OfficeMax, Inc.		681,510		7,844,180
				24,684,127
Consumer Staples—4.6%
Beverages—0.3%
Cott Corp.		393,880		4,312,986
Food & Staples Retailing—0.5%
Safeway, Inc.		296,950		6,687,314
Food Products—2.2%
B&G Foods, Inc.		263,615		8,135,159
Hillshire Brands Co.		113,840		4,087,994
Ingredion, Inc.		54,680		3,937,507

	Shares		Value
Food Products (Continued)
J.M. Smucker Co. (The)		143,100	$	14,772,213
				30,932,873
Personal Products—0.5%
Avon Products, Inc.		320,851		7,430,909
Tobacco—1.1%
Lorillard, Inc.		375,984		16,125,954
Energy—8.3%
Energy Equipment & Services—2.3%
C&J Energy Services, Inc.1		280,020		5,541,596
Diamond Offshore Drilling, Inc.		53,040		3,665,064
McDermott International, Inc.1		583,840		6,235,411
Noble Corp.		288,880		10,833,000
Oceaneering International, Inc.		96,115		6,744,390
				33,019,461
Oil, Gas & Consumable Fuels—6.0%
Cameco Corp.		303,930		5,929,674
CONSOL Energy, Inc.		190,450		6,406,738
EQT Corp.		108,910		8,181,319
HollyFrontier Corp.		187,190		9,256,546
Pioneer Natural Resources Co.		187,710		22,943,793
QEP Resources, Inc.		204,360		5,867,176
Southwestern Energy Co.1		380,773		14,248,526
Tesoro Corp.		164,080		8,761,872
Whiting Petroleum Corp.1		126,020		5,607,890
				87,203,534
Financials—26.1%
Capital Markets—4.9%
Federated Investors, Inc., Cl. B		461,949		10,606,349
Invesco Ltd.		752,564		23,886,381
Lazard Ltd., Cl. A		914,706		31,008,534
Legg Mason, Inc.		229,532		7,312,890
				72,814,154
Commercial Banks—7.8%
Bank of the Ozarks, Inc.		329,420		13,483,161
CIT Group, Inc.1		348,180		14,801,132
East West Bancorp, Inc.		575,130		13,992,913
Fifth Third Bancorp		452,420		7,704,713

10      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Shares		Value
Commercial Banks (Continued)
Home BancShares, Inc.		106,906	$	4,246,306
Huntington Bancshares, Inc.		1,993,150		14,290,885
KeyCorp		1,260,480		12,566,986
SunTrust Banks, Inc.		789,540		23,094,045
TCF Financial Corp.		554,625		8,069,794
				112,249,935
Consumer Finance—0.3%
SLM Corp.		180,330		3,723,814
Insurance—10.2%
Axis Capital Holdings Ltd.		254,779		11,370,787
Everest Re Group Ltd.		113,650		15,341,613
Fidelity National Financial, Inc., Cl. A		414,311		11,124,250
Genworth Financial, Inc., Cl. A1		1,477,270		14,817,018
Lincoln National Corp.		343,310		11,675,973
PartnerRe Ltd.		78,423		7,398,426
Principal Financial Group, Inc.		116,310		4,198,791
Reinsurance Group of America, Inc., Cl. A		370,990		23,205,425
Unum Group		420,390		11,724,677
Validus Holdings Ltd.		394,910		15,247,475
WR Berkley Corp.		160,870		6,984,975
XL Group plc		464,486		14,464,094
				147,553,504
Real Estate Investment Trusts (REITs)—2.5%
CBL & Associates Properties, Inc.		296,340		7,153,648
Equity Lifestyle Properties, Inc.		96,080		7,806,500
LaSalle Hotel Properties		273,324		7,087,291
Omega Healthcare Investors, Inc.		337,011		11,077,552
Retail Opportunity Investments Corp.		254,787		3,773,395
				36,898,386
Thrifts & Mortgage Finance—0.4%
New York Community Bancorp, Inc.		418,542		5,671,244
Health Care—8.5%
Health Care Equipment & Supplies—3.5%
Boston Scientific Corp.1		3,624,487		27,147,408

	Shares		Value
Health Care Equipment & Supplies (Continued)
Teleflex, Inc.		209,427	$	16,362,532
Zimmer Holdings, Inc.		98,100		7,499,745
				51,009,685
Health Care Providers & Services—3.9%
Community Health Systems, Inc.		203,144		9,257,272
Humana, Inc.		183,020		13,563,612
Omnicare, Inc.		372,621		16,309,621
Quest Diagnostics, Inc.		189,121		10,653,186
Universal Health Services, Inc., Cl. B		138,641		9,232,104
				59,015,795
Pharmaceuticals—1.1%
Actavis, Inc.1		85,570		9,047,316
Questcor Pharmaceuticals, Inc.		251,970		7,745,558
				16,792,874
Industrials—15.0%
Aerospace & Defense—1.5%
Embraer SA, ADR		206,214		7,203,055
L-3 Communications Holdings, Inc.		132,300		10,749,375
Raytheon Co.		74,800		4,591,224
				22,543,654
Airlines—1.8%
Delta Air Lines, Inc.1		1,069,822		18,336,749
United Continental Holdings, Inc.1		230,520		7,445,796
				25,782,545
Building Products—0.8%
A.O. Smith Corp.		100,300		7,565,629
Masco Corp.		214,326		4,166,497
				11,732,126
Commercial Services & Supplies—1.0%
Avery Dennison Corp.		85,700		3,552,265
Pitney Bowes, Inc.		397,250		5,430,407
RR Donnelley & Sons Co.		499,315		6,146,568
				15,129,240
Construction & Engineering—1.0%
KBR, Inc.		473,770		14,251,002
Electrical Equipment—4.1%
Eaton Corp. plc		541,510		33,254,129
Hubbell, Inc., Cl. B		113,980		10,937,521
Rockwell Automation, Inc.		170,640		14,466,859
				58,658,509
Machinery—4.6%
AGCO Corp.		213,550		11,371,537

11      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF INVESTMENTS    Unaudited / Continued

	Shares		Value
Machinery (Continued)
Harsco Corp.		298,020	$	6,505,777
Parker Hannifin Corp.		164,420		14,562,679
Pentair Ltd.		236,790		12,869,537
Timken Co.		414,140		21,771,340
				67,080,870
Road & Rail—0.2%
Werner Enterprises, Inc.		152,900		3,510,584
Information Technology—11.9%
Computers & Peripherals—3.2%
NCR Corp.1		1,073,510		29,274,618
Seagate Technology plc		226,240		8,303,008
Western Digital Corp.		164,120		9,072,554
				46,650,180
Electronic Equipment, Instruments, & Components—1.1%
Anixter International, Inc.		116,509		8,358,356
Avnet, Inc.1		228,560		7,485,340
				15,843,696
Internet Software & Services—0.7%
IAC/InterActiveCorp		82,580		3,887,041
United Online, Inc.		777,836		5,289,285
				9,176,326
IT Services—1.5%
Amdocs Ltd.		205,260		7,327,782
Paychex, Inc.		105,260		3,832,517
Western Union Co.		735,940		10,899,271
				22,059,570
Semiconductors & Semiconductor Equipment—3.5%
Analog Devices, Inc.		271,550		11,945,484
Cypress Semiconductor Corp.1		583,480		5,887,313
Microchip Technology, Inc.		453,019		16,498,952
NVIDIA Corp.		780,650		10,749,550
ON Semiconductor Corp.1		1,000,170		7,861,336
				52,942,635
Software—1.9%
CA, Inc.		374,460		10,099,186
Synopsys, Inc.1		478,520		17,020,956
				27,120,142
Materials—3.0%
Chemicals—1.2%
Agrium, Inc.		75,680		6,937,586
PPG Industries, Inc.		64,240		9,452,274
				16,389,860

	Shares			Value
Containers & Packaging—1.1%
Rock-Tenn Co., Cl. A		159,050		$	15,927,267
Paper & Forest Products—0.7%
Domtar Corp.		93,219			6,479,653
Schweitzer-Mauduit International, Inc.		102,090			4,113,206
					10,592,859
Telecommunication Services—0.9%
Diversified Telecommunication Services—0.9%
Frontier Communications Corp.		1,060,000			4,409,600
Windstream Corp.		995,180			8,478,934
					12,888,534
Utilities—8.1%
Electric Utilities—4.0%
Entergy Corp.		114,392			8,148,142
Hawaiian Electric Industries, Inc.		399,440			11,304,152
NV Energy, Inc.		1,026,130			22,195,192
Pepco Holdings, Inc.		689,620			15,585,412
					57,232,898
Gas Utilities—1.0%
Questar Corp.		580,650			14,742,704
Multi-Utilities—3.1%
Alliant Energy Corp.		105,790			5,660,823
Ameren Corp.		226,670			8,216,787
DTE Energy Co.		107,550			7,838,244
Integrys Energy Group, Inc.		64,611			3,977,453
SCANA Corp.		144,230			7,817,266
Sempra Energy		94,350			7,816,897
Vectren Corp.		99,612			3,741,427
					45,068,897
Total Common Stocks (Cost $1,330,323,536)					1,434,096,168
Investment Company—1.6%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.12%2,3 (Cost $22,685,306)		22,685,306			22,685,306
Total Investments, at Value (Cost $1,353,008,842)		100.2	%		1,456,781,474
Liabilities in Excess of Other Assets		(0.2	)		(2,771,146)
Net Assets		100.0	%	$	1,454,010,328

12      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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, 2013, 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 October 31, 2012		Gross Additions		Gross Reductions		Shares             April 30, 2013
Oppenheimer Institutional Money Market Fund, Cl. E		104,395,565		279,653,773		361,364,032		22,685,306
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	22,685,306	$	49,868

3. Rate shown is the 7-day yield as of April 30, 2013.

See accompanying Notes to Financial Statements.

13      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF

ASSETS AND LIABILITIES        April 30, 2013 / Unaudited

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,330,323,536)	$	1,434,096,168
Affiliated companies (cost $22,685,306)		22,685,306
		1,456,781,474
Cash		485,310
Receivables and other assets:
Investments sold		5,273,404
Dividends		756,167
Shares of beneficial interest sold		438,779
Other		194,509
Total assets		1,463,929,643
Liabilities
Payables and other liabilities:
Investments purchased		5,680,700
Shares of beneficial interest redeemed		2,861,939
Trustees’ compensation		547,420
Transfer and shareholder servicing agent fees		355,484
Distribution and service plan fees		280,830
Shareholder communications		160,652
Other		32,290
Total liabilities		9,919,315
Net Assets	$	1,454,010,328
Composition of Net Assets
Par value of shares of beneficial interest	$	410,927
Additional paid-in capital		1,781,010,219
Accumulated net investment income		46,325
Accumulated net realized loss on investments		(431,229,775)
Net unrealized appreciation on investments		103,772,632
Net Assets	$	1,454,010,328

14      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $981,666,753 and 26,659,233 shares of beneficial interest outstanding)	$	36.82
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	39.07
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $46,858,372 and 1,511,064 shares of beneficial interest outstanding)	$	31.01
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $248,891,223 and 8,009,597 shares of beneficial interest outstanding)	$	31.07
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $23,464 and 624 shares of beneficial interest outstanding)	$	37.61
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $131,245,691 and 3,712,943 shares of beneficial interest outstanding)	$	35.35
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $45,324,825 and 1,199,280 shares of beneficial interest outstanding)	$	37.79

See accompanying Notes to Financial Statements.

15      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENTOF

OPERATIONS    For the Six Months Ended April 30, 2013 / Unaudited

Investment Income
Dividends:
Unaffiliated companies	$	10,766,990
Affiliated companies		49,868
Interest		293
Total investment income		10,817,151
Expenses
Management fees		4,934,475
Distribution and service plan fees:
Class A		1,169,459
Class B		247,242
Class C		1,186,696
Class N		317,557
Transfer and shareholder servicing agent fees:
Class A		1,410,267
Class B		139,323
Class C		387,751
Class I		2
Class N		221,290
Class Y		63,503
Shareholder communications:
Class A		86,481
Class B		14,672
Class C		23,631
Class I		1
Class N		4,726
Class Y		2,095
Trustees’ compensation		14,709
Custodian fees and expenses		5,038
Other		86,038
Total expenses		10,314,956
Less waivers and reimbursements of expenses		(141,013)
Net expenses		10,173,943
Net Investment Income		643,208
Realized and Unrealized Gain (Loss)
Net realized gain on investments from affiliated companies		314,405,964
Net change in unrealized appreciation/depreciation on investments		(85,440,395)
Net Increase in Net Assets Resulting from Operations	$	229,608,777

See accompanying Notes to Financial Statements.

16      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENTSOF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012
Operations
Net investment income	$	643,208	$	1,292,526
Net realized gain		314,405,964		53,976,240
Net change in unrealized appreciation/depreciation		(85,440,395)		6,020,747
Net increase in net assets resulting from operations		229,608,777		61,289,513
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(840,869)		—
Class B		—		—
Class C		—		—
Class I		—		—
Class N		—		—
Class Y		(235,183)		—
		(1,076,052)		—
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(109,570,541)		(354,580,327)
Class B		(14,338,698)		(34,028,957)
Class C		(23,337,070)		(59,696,552)
Class I		11,515		(87,368)
Class N		(21,863,718)		(48,894,989)
Class Y		(26,925,971)		(39,622,636)
		(196,024,483)		(536,910,829)
Net Assets
Total increase (decrease)		32,508,242		(475,621,316)
Beginning of period		1,421,502,086		1,897,123,402
End of period (including accumulated net investment income of $46,325 and $479,169, respectively)	$	1,454,010,328	$	1,421,502,086

See accompanying Notes to Financial Statements.

17      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS

Class A	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101		Year Ended October 31, 2009		Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	31.33	$	30.05	$	29.44	$	24.35	$	19.90	$	42.78
Income (loss) from investment operations:
Net investment income (loss)2		0.05		0.07		0.03		(0.03)		0.03		0.02
Net realized and unrealized gain (loss)		5.47		1.21		0.58		5.12		4.43		(19.19)
Total from investment operations		5.52		1.28		0.61		5.09		4.46		(19.17)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.03)		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(3.71)
Tax return of capital distribution		0.00		0.00		0.00		0.00		(0.01)		0.00
Total dividends and/or distributions to shareholders		(0.03)		0.00		0.00		0.00		(0.01)		(3.71)
Net asset value, end of period	$	36.82	$	31.33	$	30.05	$	29.44	$	24.35	$	19.90
Total Return, at Net Asset Value3		17.63%		4.26%		2.07%		20.90%		22.43%		(48.93)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	981,667	$	938,427	$	1,250,055	$	1,573,085	$	1,604,830	$	1,476,752
Average net assets (in thousands)	$	951,404	$	1,099,549	$	1,527,052	$	1,642,391	$	1,421,837	$	2,688,839
Ratios to average net assets:4
Net investment income (loss)		0.27%		0.24%		0.11%		(0.13)%		0.13%		0.06%
Total expenses5		1.28%		1.31%		1.26%		1.29%		1.46%		1.16%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.26%		1.26%		1.25%		1.28%		1.32%		1.16%
Portfolio turnover rate		104%		54%		89%		71%		99%		94%

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

18      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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, 2013	1.28	%
Year Ended October 31, 2012	1.31	%
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	%

See accompanying Notes to Financial Statements.

19      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS    /(Continued)

Class B	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101		Year Ended October 31, 2009		Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	26.48	$	25.60	$	25.29	$	21.08	$	17.37	$	38.10
Income (loss) from investment operations:
Net investment loss2		(0.09)		(0.15)		(0.20)		(0.22)		(0.12)		(0.22)
Net realized and unrealized gain (loss)		4.62		1.03		0.51		4.43		3.84		(16.80)
Total from investment operations		4.53		0.88		0.31		4.21		3.72		(17.02)
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(3.71)
Tax return of capital distribution		0.00		0.00		0.00		0.00		(0.01)		0.00
Total dividends and/or distributions to shareholders		0.00		0.00		0.00		0.00		(0.01)		(3.71)
Net asset value, end of period	$	31.01	$	26.48	$	25.60	$	25.29	$	21.08	$	17.37
Total Return, at Net Asset Value3		17.11%		3.44%		1.23%		19.97%		21.44%		(49.34)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	46,858	$	53,204	$	85,100	$	123,847	$	135,576	$	132,365
Average net assets (in thousands)	$	50,080	$	67,022	$	113,687	$	131,255	$	123,578	$	256,533
Ratios to average net assets:4
Net investment loss		(0.61)%		(0.57)%		(0.71)%		(0.91)%		(0.67)%		(0.75)%
Total expenses5		2.33%		2.37%		2.30%		2.31%		2.49%		1.96%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.15%		2.09%		2.08%		2.07%		2.13%		1.96%
Portfolio turnover rate		104%		54%		89%		71%		99%		94%

20      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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, 2013	2.33	%
Year Ended October 31, 2012	2.37	%
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	%

See accompanying Notes to Financial Statements.

21      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS    /(Continued)

Class C	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101		Year Ended October 31, 2009		Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	26.52	$	25.64	$	25.32	$	21.10	$	17.38	$	38.10
Income (loss) from investment operations:
Net investment loss2		(0.07)		(0.14)		(0.18)		(0.21)		(0.11)		(0.20)
Net realized and unrealized gain (loss)		4.62		1.02		0.50		4.43		3.84		(16.81)
Total from investment operations		4.55		0.88		0.32		4.22		3.73		(17.01)
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(3.71)
Tax return of capital distribution		0.00		0.00		0.00		0.00		(0.01)		0.00
Total dividends and/or distributions to shareholders		0.00		0.00		0.00		0.00		(0.01)		(3.71)
Net asset value, end of period	$	31.07	$	26.52	$	25.64	$	25.32	$	21.10	$	17.38
Total Return, at Net Asset Value3		17.16%		3.43%		1.26%		20.00%		21.48%		(49.30)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	248,891	$	234,237	$	285,735	$	334,710	$	322,950	$	318,189
Average net assets (in thousands)	$	240,762	$	258,974	$	336,244	$	336,938	$	291,243	$	598,093
Ratios to average net assets:4
Net investment loss		(0.52)%		(0.56)%		(0.67)%		(0.89)%		(0.62)%		(0.70)%
Total expenses5		2.05%		2.08%		2.03%		2.07%		2.24%		1.91%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.05%		2.06%		2.02%		2.04%		2.08%		1.91%
Portfolio turnover rate		104%		54%		89%		71%		99%		94%

22      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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, 2013	2.05	%
Year Ended October 31, 2012	2.08	%
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	%

See accompanying Notes to Financial Statements.

23      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS    /(Continued)

Class I	Six Months Ended April 30, 2013 (Unaudited)		Period Ended October 31, 20121
Per Share Operating Data
Net asset value, beginning of period	$	31.88	$	32.90
Income (loss) from investment operations:
Net investment income2		0.13		0.21
Net realized and unrealized gain (loss)		5.60		(1.23)
Total from investment operations		5.73		(1.02)
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00
Distributions from net realized gain		0.00		0.00
Tax return of capital distribution		0.00		0.00
Total dividends and/or distributions to shareholders		0.00		0.00
Net asset value, end of period	$	37.61	$	31.88
Total Return, at Net Asset Value3		17.94%		(3.07)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	23	$	10
Average net assets (in thousands)	$	15	$	422
Ratios to average net assets:4
Net investment income		0.75%		0.99%
Total expenses5		0.75%		0.74%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.75%		0.74%
Portfolio turnover rate		104%		54%

24      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

1. For the period from February 28, 2012 (inception of offering) to October 31, 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:

Six Months Ended April 30, 2013	0.75	%
Period Ended October 31, 2012	0.74	%

See accompanying Notes to Financial Statements.

25      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS    /(Continued)

Class N	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101		Year Ended October 31, 2009		Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	30.09	$	28.94	$	28.44	$	23.58	$	19.31	$	41.75
Income (loss) from investment operations:
Net investment loss2		(0.00)3		(0.02)		(0.05)		(0.10)		(0.02)		(0.09)
Net realized and unrealized gain (loss)		5.26		1.17		0.55		4.96		4.30		(18.64)
Total from investment operations		5.26		1.15		0.50		4.86		4.28		(18.73)
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(3.71)
Tax return of capital distribution		0.00		0.00		0.00		0.00		(0.01)		0.00
Total dividends and/or distributions to shareholders		0.00		0.00		0.00		0.00		(0.01)		(3.71)
Net asset value, end of period	$	35.35	$	30.09	$	28.94	$	28.44	$	23.58	$	19.31
Total Return, at Net Asset Value4		17.48%		3.97%		1.76%		20.61%		22.19%		(49.10)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	131,246	$	132,365	$	176,002	$	224,132	$	218,401	$	187,639
Average net assets (in thousands)	$	129,506	$	154,101	$	213,872	$	227,923	$	192,372	$	320,483
Ratios to average net assets:5
Net investment loss		(0.02)%		(0.05)%		(0.17)%		(0.38)%		(0.09)%		(0.29)%
Total expenses6		1.56%		1.59%		1.54%		1.62%		1.86%		1.56%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.56%		1.55%		1.53%		1.52%		1.54%		1.50%
Portfolio turnover rate		104%		54%		89%		71%		99%		94%

26      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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

Six Months Ended April 30, 2013	1.56	%
Year Ended October 31, 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	%

See accompanying Notes to Financial Statements.

27      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS    /(Continued)

Class Y	Six Months Ended April 30, 2013 (Unaudited)		Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101		Year Ended October 31, 2009		Year Ended October 31, 2008
Per Share Operating Data
Net asset value, beginning of period	$	32.20	$	30.78	$	30.08	$	24.79	$	20.18	$	43.17
Income (loss) from investment operations:
Net investment income2		0.10		0.19		0.12		0.06		0.12		0.14
Net realized and unrealized gain (loss)		5.62		1.23		0.58		5.23		4.50		(19.42)
Total from investment operations		5.72		1.42		0.70		5.29		4.62		(19.28)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.13)		0.00		0.00		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(3.71)
Tax return of capital distribution		0.00		0.00		0.00		0.00		(0.01)		0.00
Total dividends and/or distributions to shareholders		(0.13)		0.00		0.00		0.00		(0.01)		(3.71)
Net asset value, end of period	$	37.79	$	32.20	$	30.78	$	30.08	$	24.79	$	20.18
Total Return, at Net Asset Value3		17.81%		4.62%		2.33%		21.34%		22.91%		(48.73)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	45,325	$	63,259	$	100,231	$	101,045	$	76,153	$	72,540
Average net assets (in thousands)	$	53,925	$	85,178	$	102,025	$	120,886	$	76,732	$	93,084
Ratios to average net assets:4
Net investment income		0.58%		0.60%		0.35%		0.21%		0.57%		0.43%
Total expenses5		0.96%		0.92%		1.00%		0.91%		0.93%		0.76%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.96%		0.92%		0.99%		0.90%		0.92%		0.76%
Portfolio turnover rate		104%		54%		89%		71%		99%		94%

28      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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, 2013	0.96	%
Year Ended October 31, 2012	0.92	%
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	%

See accompanying Notes to Financial Statements.

29      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTESTO FINANCIAL STATEMENTS

1. Significant Accounting Policies

Oppenheimer Small- & Mid- Cap Value Fund (the “Fund”) 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 was OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) through December 31, 2012. Effective January 1, 2013, the Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OFI. The Manager has entered into a sub-advisory agreement with OFI, as of the same effective date.

The Fund offers Class A, Class C, Class I, Class N and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds will be allowed. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class N shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class N shares are sold only through retirement plans. Retirement plans that offer Class N shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and N shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity. IMMF is a registered open-end management investment company, regulated as a money market fund under the Investment Company Act of 1940, as amended. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the 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.

30      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

1. Significant Accounting Policies (Continued)

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, 2012, the Fund utilized $47,355,679 of capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended October 31, 2012 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	$718,684,958

As of April 30, 2013, it is estimated that the capital loss carryforwards would be $404,278,994 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, 2013, it is estimated that the Fund will utilize $314,405,964 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, 2013 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

31      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS    Unaudited / (Continued)

1. Significant Accounting Policies (Continued)

Federal tax cost of securities	$	1,356,946,032
Gross unrealized appreciation	$	112,297,526
Gross unrealized depreciation		(12,462,084)
Net unrealized appreciation	$	99,835,442

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, 2013, the Fund’s projected benefit obligations, payments to retired trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	1,664
Payments Made to Retired Trustees		56,174
Accumulated Liability as of April 30, 2013		406,584

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

32      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

1. Significant Accounting Policies (Continued)

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.

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.

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

33      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS    Unaudited / (Continued)

2. Securities Valuation (Continued)

Valuation Methods and Inputs

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

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

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

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

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

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

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.

34      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

2. Securities Valuation (Continued)

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

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

To assess the continuing appropriateness of security valuations, the Manager, or its third party service provider who is subject to oversight by the Manager, regularly compares prior day prices, prices on comparable securities, and sale prices to the current day prices and challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued by fair valuations, whether through a standardized fair valuation methodology or a fair valuation determination, the Valuation Committee reviews and affirms the reasonableness of the valuations based on such methodologies and fair valuation determinations on a regular basis after considering all relevant information that is reasonably available.

35      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS    Unaudited / (Continued)

2. Securities Valuation (Continued)

Classifications

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

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

2) Level 2-inputs other than unadjusted quoted prices that are observable for the asset or liability (such as unadjusted quoted prices for similar assets and market corroborated inputs such as interest rates, prepayment speeds, credit risks, etc.)

3) Level 3-significant unobservable inputs (including the Manager’s own judgments about assumptions that market participants would use in pricing the asset or liability).

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

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of April 30, 2013 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stock
Consumer Discretionary	$	177,329,648	$	—	$	—	$	177,329,648
Consumer Staples		65,490,036		—		—		65,490,036
Energy		120,222,995		—		—		120,222,995
Financials		378,911,037		—		—		378,911,037
Health Care		126,818,354		—		—		126,818,354
Industrials		218,688,530		—		—		218,688,530
Information Technology		173,792,549		—		—		173,792,549
Materials		42,909,986		—		—		42,909,986
Telecommunication Services		12,888,534		—		—		12,888,534
Utilities		117,044,499		—		—		117,044,499
Investment Company		22,685,306		—		—		22,685,306
Total Assets	$	1,456,781,474	$	—	$	—	$	1,456,781,474

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.

36      OPPENHEIMER SMALL- & MID- CAP VALUE 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, 2013				Year Ended October 31, 20121
	Shares		Amount		Shares		Amount
Class A
Sold		2,027,235	$	69,834,108		3,843,493	$	116,896,841
Dividends and/or distributions reinvested		24,509		781,103		—		—
Redeemed		(5,347,665)		(180,185,752)		(15,488,600)		(471,477,168)
Net decrease		(3,295,921)	$	(109,570,541)		(11,645,107)		$(354,580,327)
Class B
Sold		44,730	$	1,327,937		191,704	$	4,968,839
Dividends and/or distributions reinvested		—		—		—		—
Redeemed		(543,213)		(15,666,635)		(1,506,123)		(38,997,796)
Net decrease		(498,483)	$	(14,338,698)		(1,314,419)	$	(34,028,957)
Class C
Sold		554,191	$	16,159,282		1,083,515	$	28,086,658
Dividends and/or distributions reinvested		—		—		—		—
Redeemed		(1,378,371)		(39,496,352)		(3,394,457)		(87,783,210)
Net decrease		(824,180)	$	(23,337,070)		(2,310,942)	$	(59,696,552)
Class I
Sold		320	$	11,532		54,699	$	1,668,516
Dividends and/or distributions reinvested		—		—		—		—
Redeemed		—		(17)		(54,395)		(1,755,884)
Net increase (decrease)		320	$	11,515		304	$	(87,368)
Class N
Sold		371,639	$	12,319,472		949,348	$	27,694,166
Dividends and/or distributions reinvested		—		—		—		—
Redeemed		(1,057,727)		(34,183,190)		(2,630,950)		(76,589,155)
Net decrease		(686,088)	$	(21,863,718)		(1,681,602)	$	(48,894,989)
Class Y
Sold		217,976	$	7,639,177		708,620	$	22,223,879
Dividends and/or distributions reinvested		5,962		194,843		—		—
Redeemed		(989,146)		(34,759,991)		(2,000,389)		(61,846,515)
Net decrease		(765,208)		$(26,925,971)		(1,291,769)		$(39,622,636)

1. For the year ended October 31, 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 October 31, 2012 for Class I shares.

37      OPPENHEIMER SMALL- & MID- CAP VALUE 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 IMMF, for the six months ended April 30, 2013, were as follows:

	Purchases		Sales
Investment securities	$	1,417,037,695	$	1,533,517,263

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

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund. Under the Sub-Advisory Agreement, the Manager pays the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.

Transfer Agent Fees. OppenheimerFunds Services (“OFS”), a division of OFI, acted as the transfer and shareholder servicing agent for the Fund through December 31, 2012. Effective January 1, 2013, OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a per account fee.

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. The Transfer Agent may voluntarily waive the minimum fees.

Sub-Transfer Agent Fees. Effective January 1, 2013, the Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI, (the “Sub-Transfer Agent”) to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

38      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

5. Fees and Other Transactions with Affiliates (Continued)

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 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, 2013 were as follows:

Class C	$	9,269,676
Class N		4,793,921

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

Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class N  Contingent  Deferred Sales  Charges  Retained by  Distributor
April 30, 2013	$	130,116	$	1,181	$	33,811	$	6,366	$	80

39      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS    Unaudited / (Continued)

5. Fees and Other Transactions with Affiliates (Continued)

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, 2013, the Manager waived fees and/or reimbursed the Fund $32,717 for IMMF management fees.

The Transfer Agent has voluntarily agreed to limit transfer and shareholder servicing agent fees for Classes B, C, N and Y shares to 0.35% of average annual net assets per class and for Class A shares to 0.30% of average annual net assets of the class.

During the six months ended April 30, 2013, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:

Class A	$65,440
Class B	42,856

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 lawsuits have been pending in federal courts against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by 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 law and allege, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees have also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits.

Other class action and individual lawsuits have been filed since 2008 in various state and federal courts against OFI and certain of its affiliates by investors seeking to recover investments they allegedly lost as a result of the “Ponzi” scheme run by Bernard L. Madoff and his firm, Bernard L. Madoff Investment Securities, LLC (“BLMIS”). Plaintiffs in these suits allege that they suffered losses as a result of their investments in several funds managed by an affiliate of OFI and assert a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. Neither the Distributor, nor any of the Oppenheimer mutual funds, their independent trustees or directors are named as defendants in these lawsuits. None of the Oppenheimer mutual funds invested in any funds or accounts managed by Madoff or BLMIS. On February 28, 2011, a stipulation of partial settlement of three groups of consolidated putative class action lawsuits relating to these matters was filed

40      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

6. Pending Litigation (Continued)

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. The settlement does not resolve other outstanding lawsuits against OFI and its affiliates relating to BLMIS.

On April 16, 2010, a lawsuit was filed in New York state court against (i) OFI, (ii) an affiliate of OFI and (iii) AAArdvark IV Funding Limited (“AAArdvark IV”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark IV. Plaintiffs allege breach of contract and common law fraud claims against the defendants and seek compensatory damages, costs and disbursements, including attorney fees. On April 11, 2013, the court granted defendants’ motion for summary judgment, dismissing plaintiffs’ fraud claim with prejudice and dismissing their contract claim without prejudice, and granted plaintiffs leave to replead their contract claim to assert a cause of action for specific performance within 30 days. On May 9, 2013, plaintiffs filed a notice of appeal from the court’s dismissal order. On July 15, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark Funding Limited (“AAArdvark I”), an entity advised by OFI’s affiliate, in connection with investments made by the plaintiffs in AAArdvark I. The complaint alleges breach of contract and common law fraud claims against the defendants and seeks compensatory damages, costs and disbursements, including attorney fees. On November 9, 2011, a lawsuit was filed in New York state court against OFI, an affiliate of OFI and AAArdvark XS Funding Limited (“AAArdvark XS”), an entity advised by OFI’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.

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

41      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.

42      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	David K. Downes, Trustee
	Matthew P. Fink, Trustee
	Edmund P. Giambastiani, Jr., Trustee
	Phillip A. Griffiths, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Joanne Pace, Trustee
	Mary Ann Tynan, Trustee
	Joseph M. Wikler, Trustee
	Peter I. Wold, Trustee
	William F. Glavin, Jr., Trustee, President and Principal Executive Officer
	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	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and	OFI Global Asset Management, Inc.
Shareholder Servicing
Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent	KPMGLLP
Registered Public
Accounting Firm
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.

^© 2013 OppenheimerFunds, Inc. All rights reserved.

43      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.

44      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, Inc., and each of its financial institution subsidiaries, 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 November 2012. 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).

45      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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 4/30/2013, 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: 6/11/2013

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: 6/11/2013

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

Date: 6/11/2013