Oppenheimer Quest For Value Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-5225

Oppenheimer Quest for Value Funds

(Exact name of registrant as specified in charter)

6803 South Tucson Way,

Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, Inc.

225 Liberty Street, New York, New York 10281-1008

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: 10/31/2014

Item 1. Reports to Stockholders.

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	8
Fund Expenses	11
Consolidated Statement of Investments	13
Consolidated Statement of Assets and Liabilities	42
Consolidated Statement of Operations	44
Consolidated Statements of Changes in Net Assets	46
Consolidated Financial Highlights	47
Notes to Consolidated Financial Statements	53
Report of Independent Registered Public Accounting Firm	79
Federal Income Tax Information	80
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements	81
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments	84
Trustees and Officers	85
Privacy Policy Notice	93

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 10/31/14

	1-Year			5-Year			10-Year
Class A Shares of the Fund without Sales Charge		2.85	%		7.68	%		3.57	%
Class A Shares of the Fund with Sales Charge		-3.07			6.42			2.96
S&P 500 Index		17.27			16.69			8.20
Russell 1000 Index		16.78			16.98			8.54
MSCI All Country World Index (ex-U.S.)		0.06			6.09			6.59
Barclays U.S. Aggregate Bond Index		4.14			4.22			4.64
Barclays Multiverse Index (ex-U.S.)		-2.49			1.53			3.81
Reference Index		5.33			8.37			6.94

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. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677).

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Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 2.85% during the reporting period. The Fund underperformed 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 5.33%. The Fund’s relative underperformance resulted primarily from our return shaping or hedging strategies, which are intended to act as overall risk reducers. This was offset by a small contribution from security selection within the portfolio’s underlying investment strategies, followed by neutral returns from our asset allocation decisions.

MARKET OVERVIEW

Global equity and fixed-income markets were choppy for the one-year reporting period ended October 31, 2014. U.S. equities were among the top performing asset classes, outperforming foreign equities, including European and emerging market equities, as well as U.S. Treasuries and credit markets.

At the outset of the reporting period, equities and higher-yielding fixed-income securities generally rallied as central banks on balance maintained their accommodative policies. In the U.S., the Federal Reserve (the “Fed”) began winding down its open-ended quantitative easing program. The Fed had

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

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been making monthly bond purchases of $85 billion through the end of 2013, but announced in December last year that it would begin tapering its purchases in January 2014. Over the course of 2014, the Fed reduced its monthly purchases of U.S. government Treasuries and mortgage-backed securities (“MBS”) in steady $10 billion increments, and completed the process (thereby ending the program’s purchases) on October 31. Tapering the QE program in increments helped reduce market volatility and enabled investors to prepare for a post-QE market environment. While the U.S. equity market faced volatility early in 2014 due to weak first quarter data partially attributed to cold weather effects across much of the country, and again in September, it generally produced positive results and ended the reporting period at record levels, and volatility was very low for much of the year. Economic data in the U.S. was positive in the second and third quarters of 2014, with Gross Domestic Product growing at 4.6% and an estimated 3.9%, respectively.

While economic growth in the U.S. remained largely on track, it slowed in other areas, including Europe, parts of both Latin America and parts of Asia Pacific. Concerns about economic instability in the emerging markets caused some analysts to question the sustainability of the global economic recovery, and the markets responded negatively to rising geopolitical tensions between Russia and Ukraine. In Europe, positive data points that had emerged in

2013 and early 2014 largely reversed themselves later in the reporting period and the European Central Bank (the “ECB”) came under increasing pressure to provide a credible plan to boost growth and avoid deflation. In response, the ECB adopted a number of policies designed to stimulate growth. In Japan, which has been mired in economic weakness, the Abe administration adopted even more aggressive economic policies with the Bank of Japan (the “BoJ”) initiating a massive QE program. However, the results have largely not shown in the data, with Japan’s economy slipping back into recession in the third quarter of 2014 following a consumption tax increase. Emerging markets’ economic growth was mixed, as certain regions like Eastern Europe and the Middle East remained burdened by geopolitical turmoil. Many commodity producing emerging market economies like Venezuela and Russia also struggled as prices for most commodities fell.

As a result of U.S. economic strength, the U.S. dollar rallied strongly against most major currencies this reporting period, including the euro and Japanese yen.

FUND REVIEW

The Fund’s overweight to international equities versus domestic equities detracted from performance for the reporting period. Despite representing a less compelling valuation opportunity, domestic equities significantly outperformed international equities. Decoupling from their international

4      OPPENHEIMER GLOBAL ALLOCATION FUND

counterparts, domestic equities were propelled higher on the back of stronger economic growth in comparison to deterioration in areas like Japan and Europe. This underperformance was partially offset by the Fund’s lack of exposure to international (emerging and developed market) debt, which was the largest positive contributor on the asset allocation front. In our view, developed market spreads are somewhat narrow in comparison to relative historical periods. This has made the asset class expensive within our risk/reward framework. We are staying away from emerging market debt on lackluster global economic growth and negative dynamics in commodity markets; moreover, a less accommodative Fed should be positive for the U.S. dollar, leading to a headwind for foreign currency denominated bonds. This allocation decision added value as international debt and currencies weakened during the year on renewed concerns in Europe and rate normalization signaling from the Fed.

During the year, the security selection component of the Fund’s investment process also contributed positively to relative performance. Stock selection within the emerging market equity strategy added positive excess return to the Fund. The emerging market equity strategy outperformed the MSCI Emerging Markets Index by roughly 4%. Although outperformance in international equities was partially offset by domestic equity strategy

underperformance, on a net basis, security selection was a small positive to the overall Fund’s return.

The Fund’s return shaping strategies, which are designed to improve the overall risk profile of the Fund, detracted from performance during the year. Under normal circumstances, we expect return shaping strategies to cost money, like any insurance premium, and commensurately enhance returns or partially protect principal in environments of extreme market volatility. Despite uncertainty around the growth outlook, volatility continued to move lower, a significant headwind for our return shaping strategies, which are often implemented via options. Although we maintained hedges against many of our downside risk exposures in a rallying market, we financed the protection via upside capture strategies, which are intended to capture gains from sustained market appreciation. Our upside capture strategies benefited as equity markets rallied during the period. Specifically, our S&P 500 call options were accretive to returns and offset some of the downside hedging cost.

A significant portion of our downside protection strategy entailed put spreads on the S&P 500 Index as implied volatility appeared cheap. These allow us to partially finance the cost of purchased put options by selling further out of the money put options. Additionally, given lower implied volatility levels, we purchased Chicago Board Options

5      OPPENHEIMER GLOBAL ALLOCATION FUND

Exchange Market Volatility Index (the “CBOE VIX Index”)¹ futures and call spreads as a cost effective way to provide additional downside protection, in the event of future market selloffs. Again, under normal circumstances we expect return shaping strategies to cost money and commensurately enhance returns or partially protect principal in environments of extreme market volatility. It is worth noting that since volatility was persistently low, the strategies proved relatively inexpensive by historical standards during the year.

STRATEGY & OUTLOOK

Overall, we are neutrally positioned in terms of risk in the portfolio and are slightly overweight equities relative to the Reference Index, but with defensive hedges built in for downside protection. In our view, central bankers have significantly lifted global equity valuations back to average to slightly rich territory. We believe current zero short-term rates will be left largely unchanged for some time given the Fed’s more dovish stance, and on the back of further deterioration on the macroeconomic front in areas like Japan and Europe. Moreover, the BoJ and ECB are ramping up asset purchases as the Fed steps back. Given weaker global growth outlook, falling risk appetite, and slightly rich valuations, we believe in being more conservatively positioned than we were at this time last year.

Among fixed-income investments, we currently favor floating rate securities and higher-yielding corporate bonds, as the corporate sector globally has gone to great lengths to term out debt, improve balance sheet quality, and bolster profit margins. Given that we are in a period of lower volatility and positive growth, we feel carry assets will do fairly well. We therefore maintain limited exposure to U.S. Treasuries with a view toward eventual rate and borrowing cost increases. Any normalization in monetary policy could have adverse effects on the Treasury market and portions of the corporate and emerging market credit markets. Therefore, we remain focused on establishing downside protection via derivative strategies, which we are currently able to purchase somewhat inexpensively due to low volatility. To the extent unconventional central bank policy suppressed volatility, as these policies are unwound, we believe volatility should rise to more typical levels, which can benefit our hedging overlays.

At the end of the day, reduced Fed “intervention” is inevitable. In this environment, we expect correlation among assets to continue to decline as investors focus more on company fundamentals rather than macro events. This should enhance the opportunity for our security selection teams

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

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to add value. At the same time, less Fed activity in terms of providing market support only enhances the importance of seeking cost-efficient hedges in the event of a downturn. Finally, it is worth noting that most asset classes have returned to at least to normal levels as investors gradually returned to the market. Of course, this implies fewer opportunities, but that is one of the advantages of the Fund’s wide ranging mandate.

	Mark Hamilton Portfolio Manager		Benjamin Rockmuller, CFA Portfolio Manager

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Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS

Apple, Inc.	1.0%
Walt Disney Co. (The)	0.9
Citigroup, Inc.	0.8
Telefonaktiebolaget LM Ericsson, Cl. B	0.7
Gilead Sciences, Inc.	0.7
Tiffany & Co.	0.6
McGraw Hill Financial, Inc.	0.6
ICICI Bank Ltd., Sponsored ADR	0.6
LVMH Moet Hennessy Louis Vuitton SA	0.6
Microsoft Corp.	0.6

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN GEOGRAPHICAL HOLDINGS

United States	67.3%
United Kingdom	4.1
France	3.2
Japan	3.1
Germany	3.1
Switzerland	3.0
India	2.0
Brazil	1.9
China	1.4
Canada	1.3

Portfolio holdings and allocation are subject to change. Percentages are as of October 31, 2014, and are based on total market value of investments.

PORTFOLIO ALLOCATION

Common Stocks	71.5%
Investment Companies Oppenheimer Master Event-Linked Bond Fund, LLC	8.1
Oppenheimer Master Loan Fund, LLC	10.1
Non-Convertible Corporate Bonds and Notes	7.9
Corporate Loans	1.0
Preferred Stocks	0.9
Exchange-Traded Options Purchased	0.5
Rights, Warrants and Certificates	— *

*  Represents a value of less than 0.005%.

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2014, and are based on the total market value of investments.

REGIONAL ALLOCATION

U.S./Canada	68.6%
Europe	18.6
Asia	8.2
Latin America	3.2
Emerging Europe	0.8
Middle East/Africa	0.6

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2014, and are based on the total market value of investments.

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Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/14

	Inception                 Date	1-Year	5-Year	10-Year
Class A (QVGIX)	11/1/91	2.85%	7.68%	3.57%
Class B (QGRBX)	9/1/93	2.05%	6.78%	3.08%
Class C (QGRCX)	9/1/93	2.10%	6.90%	2.82%
Class I (QGRIX)	2/28/12	3.32%	7.73% *	N/A
Class R (QGRNX)	3/1/01	2.56%	7.41%	3.30%
Class Y (QGRYX)	5/1/00	3.17%	8.05%	3.93%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 10/31/14

	Inception                 Date	1-Year	5-Year	10-Year
Class A (QVGIX)	11/1/91	-3.07%	6.42%	2.96%
Class B (QGRBX)	9/1/93	-2.96%	6.47%	3.08%
Class C (QGRCX)	9/1/93	1.10%	6.90%	2.82%
Class I (QGRIX)	2/28/12	3.32%	7.73% *	N/A
Class R (QGRNX)	3/1/01	1.56%	7.41%	3.30%
Class Y (QGRYX)	5/1/00	3.17%	8.05%	3.93%
*  Shows performance since inception.

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. For performance data current to the most recent month-end, visit 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 shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. Prior to 7/1/14, Class R shares were named Class N shares. Beginning 7/1/14, new purchases of Class R shares will no longer be subject to a CDSC upon redemption (any CDSC will remain in effect for purchases prior to 7/1/14). There is no sales charge for Class I and 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.

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 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

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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.). The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. 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.

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Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2014.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended October 31, 2014” to estimate the expenses you paid on your account during this period.

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

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Actual	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During 6 Months Ended October 31, 2014
Class A	$	1,000.00	$	1,009.20	$	6.66
Class B		1,000.00		1,005.40		10.57
Class C		1,000.00		1,005.50		10.52
Class I		1,000.00		1,012.10		4.47
Class R		1,000.00		1,008.40		7.93
Class Y		1,000.00		1,011.20		5.34
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,018.60		6.69
Class B		1,000.00		1,014.72		10.62
Class C		1,000.00		1,014.77		10.57
Class I		1,000.00		1,020.77		4.49
Class R		1,000.00		1,017.34		7.96
Class Y		1,000.00		1,019.91		5.36

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended October 31, 2014 are as follows:

Class	Expense Ratios
Class A		1.31	%
Class B		2.08
Class C		2.07
Class I		0.88
Class R		1.56
Class Y		1.05

The expense ratios reflect voluntary and/or contractual 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.

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CONSOLIDATED STATEMENT OF INVESTMENTS  October 31, 2014

	Shares		Value
Common Stocks—69.6%
Consumer Discretionary—10.5%
Auto Components—0.5%
Continental AG		9,372	$	1,839,912
Delphi Automotive plc		11,260		776,715
Gentherm, Inc.1		30,280		1,262,676
Johnson Controls, Inc.		46,260		2,185,785
Magna International, Inc.		6,780		669,254
Valeo SA		8,948		1,005,725
				7,740,067
Automobiles—0.3%
Astra International Tbk PT		3,276,500		1,859,693
Bayerische Motoren Werke (BMW) AG		14,635		1,565,807
Ford Motor Co.		55,100		776,359
				4,201,859
Diversified Consumer Services—0.5%
Apollo Education Group, Inc.1		34,050		975,873
Benesse Holdings, Inc.2		300		9,514
Bright Horizons Family Solutions, Inc.1		36,162		1,611,379
Dignity plc		38,598		970,318
Estacio Participacoes SA		98,400		1,139,707
Grand Canyon Education, Inc.1		18,870		903,873
Kroton Educacional SA		184,740		1,316,643
LifeLock, Inc.1		61,230		1,035,399
New Oriental Education & Technology Group, Inc., Sponsored ADR1		55,910		1,207,656
				9,170,362
Hotels, Restaurants & Leisure—1.5%
Buffalo Wild Wings, Inc.1		11,550		1,724,184
Carnival Corp.		42,490		1,705,973
Chipotle Mexican Grill, Inc., Cl. A1		1,560		995,280
Domino’s Pizza Group plc		128,220		1,304,411
Fiesta Restaurant Group, Inc.1		26,720		1,473,608
Genting Bhd		520,000		1,546,979
GTECH SpA		84,107		1,958,992
Home Inns & Hotels Management, Inc., ADR1		19,680		594,533
Jack in the Box, Inc.		14,520		1,031,501
Jollibee Foods Corp.		243,130		1,070,807
La Quinta Holdings, Inc.1		61,330		1,251,745
McDonald’s Corp.		35,590		3,335,851
MGM Resorts International1		48,720		1,132,740
Revel Entertainment, Inc.1		5,092		—
Royal Caribbean Cruises Ltd.		28,900		1,964,333
William Hill plc		320,954		1,852,792
Wynn Resorts Ltd.		3,870		735,339
Zoe’s Kitchen, Inc.1		20,110		733,211
				24,412,279
Household Durables—0.3%
Cyrela Brazil Realty SA Empreendimentos e Participacoes		100,200		498,189

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CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Household Durables (Continued)
Harman International Industries, Inc.		16,190	$	1,737,835
Newell Rubbermaid, Inc.		27,360		911,909
SEB SA		13,820		1,130,984
				4,278,917
Internet & Catalog Retail—0.3%
Amazon.com, Inc.1		796		243,146
B2W Cia Digital1		35,921		467,949
Ctrip.com International Ltd., ADR1		15,780		919,974
JD.com, Inc., ADR1		51,377		1,227,397
Priceline Group, Inc. (The)1		230		277,428
Qunar Cayman Islands Ltd., ADR1		13,200		355,080
TripAdvisor, Inc.1		14,500		1,285,570
Yoox SpA1		38,559		712,425
				5,488,969
Media—2.5%
British Sky Broadcasting Group plc		111,902		1,586,910
Cinemark Holdings, Inc.		25,850		913,022
Comcast Corp., Cl. A		25,920		1,434,672
DISH Network Corp., Cl. A1		14,640		931,836
Grupo Televisa SAB, Sponsored ADR		83,680		3,024,195
Naspers Ltd., Cl. N		7,289		906,017
ProSiebenSat.1 Media AG		16,692		673,352
Rentrak Corp.1		1,000		76,870
SES SA		42,030		1,451,507
Time Warner, Inc.		62,166		4,940,332
Twenty-First Century Fox, Inc., Cl. A3		83,180		2,868,046
Twenty-First Century Fox, Inc., Cl. B		74,620		2,475,145
Walt Disney Co. (The)		171,896		15,707,857
Zee Entertainment Enterprises Ltd.		920,609		5,192,965
				42,182,726
Multiline Retail—0.5%
Burlington Stores, Inc.1		35,610		1,493,483
Dollarama, Inc.		21,400		1,880,154
Hudson’s Bay Co.		49,200		853,868
Kohl’s Corp.		10,840		587,745
Macy’s, Inc.		69,380		4,011,552
Shinsegae Co. Ltd.		345		64,117
				8,890,919
Specialty Retail—1.5%
Boot Barn Holdings, Inc.1		7,430		131,882
Gap, Inc. (The)		26,050		987,034
Inditex SA		283,959		7,996,254
Lithia Motors, Inc., Cl. A		12,150		943,083
Ross Stores, Inc.		5,540		447,189
Staples, Inc.		59,780		758,010
Tiffany & Co.		109,923		10,565,799

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	Shares		Value
Specialty Retail (Continued)
TJX Cos., Inc. (The)		52,636	$	3,332,912
				25,162,163
Textiles, Apparel & Luxury Goods—2.6%
Brunello Cucinelli SpA		11,590		234,539
Burberry Group plc		75,559		1,853,076
Carter’s, Inc.		8,180		639,103
Cie Financiere Richemont SA		34,392		2,897,758
Deckers Outdoor Corp.1		16,170		1,414,228
G-III Apparel Group Ltd.1		18,860		1,496,541
Kering		39,520		7,642,464
Luxottica Group SpA		11,535		586,996
LVMH Moet Hennessy Louis Vuitton SA		59,820		10,171,139
NIKE, Inc., Cl. B		36,222		3,367,559
Prada SpA		550,700		3,424,587
Ralph Lauren Corp., Cl. A		2,200		362,648
Skechers U.S.A., Inc., Cl. A1		34,462		1,886,794
Swatch Group AG (The)		2,880		1,365,374
Tod’s SpA		23,350		2,148,240
VF Corp.		69,070		4,674,658
				44,165,704
Consumer Staples—6.0%
Beverages—1.8%
AMBEV SA, ADR		513,520		3,430,314
Anadolu Efes Biracilik Ve Malt Sanayii AS1		73,650		860,578
Anheuser-Busch InBev NV, Sponsored ADR		16,690		1,852,256
Boston Beer Co., Inc. (The), Cl. A1		2,970		739,530
Brown-Forman Corp., Cl. B		23,030		2,134,190
Carlsberg AS, Cl. B		14,469		1,274,213
Diageo plc		31,441		925,387
Fomento Economico Mexicano SAB de CV, ADR		39,216		3,774,148
Fomento Economico Mexicano SAB de CV, UBD		133,869		1,289,656
Heineken NV		23,979		1,791,545
Nigerian Breweries plc		611,085		597,620
PepsiCo, Inc.		53,790		5,172,984
Pernod Ricard SA		22,500		2,566,246
SABMiller plc		48,920		2,763,017
Tsingtao Brewery Co. Ltd., Cl. H		72,000		530,742
				29,702,426
Food & Staples Retailing—1.5%
Almacenes Exito SA		43,892		619,074
Almacenes Exito SA, GDR4		57,600		813,375
BIM Birlesik Magazalar AS		31,202		712,238
Cencosud SA		420,359		1,246,484
Costco Wholesale Corp.		54,455		7,262,663
CP ALL PCL		2,181,900		3,047,700
CVS Health Corp.		59,770		5,128,864
Magnit PJSC1		12,873		3,564,396
Walgreen Co.		18,930		1,215,685

15      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Food & Staples Retailing (Continued)
Wal-Mart Stores, Inc.		19,710	$	1,503,282
				25,113,761
Food Products—1.7%
Aryzta AG1		23,411		1,991,571
Barry Callebaut AG1		1,114		1,166,717
ConAgra Foods, Inc.		19,850		681,847
Danone SA		18,130		1,232,340
Hain Celestial Group, Inc. (The)1		12,650		1,369,362
Hershey Co. (The)		23,180		2,223,194
J&J Snack Foods Corp.		9,084		935,925
Kraft Foods Group, Inc.		27,260		1,536,101
Nestle SA		52,073		3,812,302
Saputo, Inc.		41,730		1,184,087
SunOpta, Inc.1		51,116		723,803
Tingyi Cayman Islands Holding Corp.		700,000		1,747,462
Ulker Biskuvi Sanayi AS		29,156		215,193
Unilever plc		207,104		8,334,195
Want Want China Holdings Ltd.		613,000		842,295
				27,996,394
Household Products—0.7%
Colgate-Palmolive Co.		121,810		8,146,653
Hindustan Unilever Ltd.		26,093		313,037
Reckitt Benckiser Group plc		19,622		1,649,425
Reckitt Benckiser Group plc, Sponsored ADR		105,190		1,767,192
Unilever Indonesia Tbk PT		121,000		304,570
				12,180,877
Personal Products—0.1%
Colgate-Palmolive India Ltd.		15,514		429,839
Marico Ltd.		73,112		370,884
Natura Cosmeticos SA		47,100		684,289
				1,485,012
Tobacco—0.2%
Lorillard, Inc.		45,140		2,776,110
Swedish Match AB		27,545		895,616
				3,671,726
Energy—3.4%
Energy Equipment & Services—1.0%
Cameron International Corp.1		13,426		799,518
China Oilfield Services Ltd., Cl. H		246,000		513,570
Eurasia Drilling Co. Ltd., GDR		12,810		320,567
Forum Energy Technologies, Inc.1		27,816		759,377
Halliburton Co.		30,640		1,689,490
National Oilwell Varco, Inc.		22,280		1,618,419
Saipem SpA1		32,363		507,699
Schlumberger Ltd.		37,718		3,721,258
Schoeller-Bleckmann Oilfield Equipment AG		6,581		568,161

16      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Energy Equipment & Services (Continued)
Technip SA		75,290	$	5,460,975
Tenaris SA, ADR		32,870		1,302,967
Transocean Ltd.		17,440		520,235
				17,782,236
Oil, Gas & Consumable Fuels—2.4%
Anadarko Petroleum Corp.		7,790		714,966
Antero Resources Corp.1		4,800		251,712
Athlon Energy, Inc.1		39,430		2,298,769
BP plc, Sponsored ADR		37,560		1,632,358
Canadian Natural Resources Ltd.		20,900		728,992
Chevron Corp.		14,302		1,715,525
Cimarex Energy Co.		1,960		222,793
CNOOC Ltd.		701,000		1,095,567
ConocoPhillips3		14,930		1,077,200
Diamondback Energy, Inc.1		16,500		1,129,260
Enbridge, Inc.		44,950		2,128,832
EOG Resources, Inc.		19,650		1,867,733
Genel Energy plc1		39,350		443,320
Kinder Morgan, Inc.		18,300		708,210
Koninklijke Vopak NV		30,602		1,534,141
Marathon Petroleum Corp.		12,280		1,116,252
Matador Resources Co.1		27,410		665,241
NOVATEK OAO, Sponsored GDR		28,000		3,009,576
Occidental Petroleum Corp.		41,110		3,655,912
Petroleo Brasileiro SA, Cl. A, Sponsored ADR		197,400		2,414,202
Phillips 66		15,630		1,226,955
Pioneer Natural Resources Co.		1,990		376,229
Repsol SA		130,058		2,908,980
Suncor Energy, Inc.		139,530		4,958,896
Tullow Oil plc		157,819		1,228,404
Williams Cos., Inc. (The)		18,870		1,047,474
				40,157,499
Financials—11.4%
Capital Markets—2.4%
Ameriprise Financial, Inc.		16,800		2,119,656
Charles Schwab Corp. (The)		82,060		2,352,660
Credit Suisse Group AG1		186,475		4,967,103
Deutsche Bank AG		97,553		3,043,740
Evercore Partners, Inc., Cl. A		14,300		740,311
Goldman Sachs Group, Inc. (The)		50,430		9,581,196
HFF, Inc., Cl. A		20,345		640,461
ICAP plc		253,323		1,699,017
Invesco Ltd.		88,360		3,575,929
Morgan Stanley		105,720		3,694,914
Tullett Prebon plc		83,870		380,992
UBS AG1		463,800		8,060,873
				40,856,852

17      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Commercial Banks—3.8%
Banco Bilbao Vizcaya Argentaria SA		486,571	$	5,440,453
Banco Bradesco SA, ADR		46,060		689,979
Bancolombia SA, Sponsored ADR		12,490		706,559
Bank of America Corp.		169,320		2,905,531
Bank of the Ozarks, Inc.		44,620		1,572,409
Citigroup, Inc.		255,420		13,672,633
Commercial International Bank Egypt SAE		123,279		843,119
Grupo Aval Acciones y Valores, ADR		45,890		618,597
Grupo Financiero Banorte SAB de CV, Cl. O		235,610		1,509,934
Grupo Financiero Inbursa SAB de CV, Cl. O		313,127		944,758
Guaranty Trust Bank plc		2,866,834		432,664
HSBC Holdings plc		97,238		991,018
ICICI Bank Ltd., Sponsored ADR		183,440		10,338,678
JPMorgan Chase & Co.		53,422		3,230,963
KeyCorp		119,810		1,581,492
PNC Financial Services Group, Inc. (The)		22,220		1,919,586
PrivateBancorp, Inc.		28,010		905,283
Sberbank of Russia, ADR		39,300		298,928
Signature Bank1		10,920		1,322,740
Societe Generale SA		60,460		2,925,167
Sumitomo Mitsui Financial Group, Inc.		90,600		3,682,919
Turkiye Garanti Bankasi AS		227,679		888,867
U.S. Bancorp		48,100		2,049,060
Wells Fargo & Co.		41,694		2,213,534
Western Alliance Bancorp1		47,990		1,277,494
Zenith Bank plc		3,527,678		453,604
Zions Bancorporation		45,651		1,322,510
				64,738,479
Consumer Finance—0.5%
American Express Co.		12,476		1,122,216
Capital One Financial Corp.		36,920		3,055,869
Discover Financial Services		49,230		3,139,889
Navient Corp.		46,190		913,638
Shriram Transport Finance Co. Ltd.		8,039		124,727
				8,356,339
Diversified Financial Services—1.2%
BM&FBovespa SA		869,400		3,824,392
CME Group, Inc.		9,230		773,566
FNFV Group1		11,750		157,920
Grupo de Inversiones Suramericana SA		36,260		753,926
Haci Omer Sabanci Holding AS		247,888		1,131,779
Hong Kong Exchanges & Clearing Ltd.		62,613		1,388,803
McGraw Hill Financial, Inc.		116,130		10,507,442
Moscow Exchange (The)		913,404		1,231,941
				19,769,769
Insurance—2.4%
Aflac, Inc.		18,470		1,103,213
AIA Group Ltd.		379,200		2,115,740
Allianz SE		42,566		6,761,609

18      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Insurance (Continued)
Allstate Corp. (The)		35,170	$	2,280,774
American International Group, Inc.		72,010		3,857,576
Aon plc		34,920		3,003,120
China Life Insurance Co. Ltd., Cl. H		103,000		307,464
China Pacific Insurance Group Co. Ltd., Cl. H		96,600		362,861
Dai-ichi Life Insurance Co. Ltd. (The)		305,400		4,647,304
FNF Group		87,700		2,616,968
MetLife, Inc.		41,300		2,240,112
Old Mutual plc		349,609		1,085,382
Prudential plc		403,962		9,335,062
Sul America SA		100,060		531,413
Sun Life Financial, Inc.		18,350		653,260
				40,901,858
Real Estate Investment Trusts (REITs)—0.4%
American Tower Corp., Cl. A		18,490		1,802,775
Equity Residential		21,180		1,473,281
Pebblebrook Hotel Trust		22,917		976,264
Public Storage		8,950		1,649,843
				5,902,163
Real Estate Management & Development—0.5%
DLF Ltd.		1,762,025		3,559,305
Hang Lung Group Ltd.		129,500		644,930
Hang Lung Properties Ltd.		671,570		2,096,152
SM Prime Holdings, Inc.		2,819,103		1,101,991
SOHO China Ltd.		891,000		652,813
Wallace Theater Holdings, Inc.1,5		430		4
				8,055,195
Thrifts & Mortgage Finance—0.2%
Essent Group Ltd.1		18,800		457,592
Housing Development Finance Corp. Ltd.		181,201		3,254,733
				3,712,325
Health Care—11.2%
Biotechnology—2.9%
Amgen, Inc.		22,920		3,717,166
Biogen Idec, Inc.1		24,320		7,808,666
BioMarin Pharmaceutical, Inc.1		29,760		2,455,200
Bluebird Bio, Inc.1		8,490		356,495
Celgene Corp.1		27,756		2,972,390
Celldex Therapeutics, Inc.1		175,330		2,936,778
Cepheid1		15,120		801,511
Circassia Pharmaceuticals plc1		349,220		1,638,746
Clovis Oncology, Inc.1		36,540		2,179,976
CSL Ltd.		24,600		1,741,651
Exact Sciences Corp.1		25,070		603,435
Gilead Sciences, Inc.1		97,090		10,874,080
Grifols SA		30,968		1,261,673
Medivation, Inc.1		20,320		2,147,824

19      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Biotechnology (Continued)
PTC Therapeutics, Inc.1		17,300	$	707,051
Ultragenyx Pharmaceutical, Inc.1		14,730		692,457
Vertex Pharmaceuticals, Inc.1		46,385		5,224,806
				48,119,905
Health Care Equipment & Supplies—1.6%
Baxter International, Inc.		21,070		1,477,850
Becton Dickinson & Co.		11,390		1,465,893
Cantel Medical Corp.		20,850		884,040
Cardiovascular Systems, Inc.1		23,320		722,920
DexCom, Inc.1		32,521		1,461,819
DiaSorin SpA		25,604		989,320
Essilor International SA		9,680		1,070,227
Insulet Corp.1		19,640		847,859
Medtronic, Inc.		34,630		2,360,381
Mindray Medical International Ltd., ADR		1,260		36,716
Shandong Weigao Group Medical Polymer Co. Ltd., Cl. H		426,000		429,155
Sonova Holding AG		10,525		1,641,480
Spectranetics Corp. (The)1		67,060		2,130,496
St. Jude Medical, Inc.		41,440		2,659,205
STERIS Corp.		11,040		682,272
Stryker Corp.		13,570		1,187,782
West Pharmaceutical Services, Inc.		21,920		1,123,400
William Demant Holding1		12,044		913,313
Wright Medical Group, Inc.1		27,378		865,692
Zimmer Holdings, Inc.		40,920		4,551,941
				27,501,761
Health Care Providers & Services—2.5%
Acadia Healthcare Co., Inc.1		48,050		2,981,502
Aetna, Inc.		81,220		6,701,462
Apollo Hospitals Enterprise Ltd.		43,579		792,434
Cardinal Health, Inc.		65,720		5,157,706
Centene Corp.1		22,840		2,116,583
Diagnosticos da America SA		102,900		438,941
ExamWorks Group, Inc.1		33,950		1,316,581
HCA Holdings, Inc.1		13,290		930,964
HealthEquity, Inc.1		17,000		346,800
LifePoint Hospitals, Inc.1		35,258		2,468,060
MWI Veterinary Supply, Inc.1		3,190		541,199
Omnicare, Inc.		11,610		773,110
Sinopharm Group Co. Ltd., Cl. H		245,800		964,534
Sonic Healthcare Ltd.		52,100		859,400
Team Health Holdings, Inc.1		33,430		2,090,712
UnitedHealth Group, Inc.		54,660		5,193,247
VCA, Inc.1		14,970		682,183
WellPoint, Inc.		55,210		6,994,555
				41,349,973
Health Care Technology—0.1%
CompuGroup Medical AG		7,495		171,885
Omnicell, Inc.1		25,700		830,367

20      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Health Care Technology (Continued)
Veeva Systems, Inc., Cl. A1		29,540	$	879,701
				1,881,953
Life Sciences Tools & Services—0.4%
Albany Molecular Research, Inc.1		35,090		816,193
Divi’s Laboratories Ltd.		3,525		107,699
ICON plc1		33,670		1,771,379
Illumina, Inc.1		3,280		631,662
Thermo Fisher Scientific, Inc.		26,540		3,120,308
				6,447,241
Pharmaceuticals—3.7%
AbbVie, Inc.		26,428		1,677,121
Actavis plc1		9,990		2,424,973
Akorn, Inc.1		50,430		2,246,656
Allergan, Inc.		42,130		8,007,228
Bayer AG		47,371		6,737,800
BioDelivery Sciences International, Inc.1		20,060		349,044
Bristol-Myers Squibb Co.		53,367		3,105,426
Cipla Ltd.		71,703		789,083
Dr. Reddy’s Laboratories Ltd.		15,249		789,779
Eli Lilly & Co.		12,960		859,637
Galenica AG		1,225		1,047,836
Glenmark Pharmaceuticals Ltd.		16,584		194,441
Johnson & Johnson		14,217		1,532,308
Lupin Ltd.		7,361		163,523
Merck & Co., Inc.		70,910		4,108,525
Novo Nordisk AS, Cl. B		43,584		1,969,788
Novo Nordisk AS, Sponsored ADR		38,670		1,747,111
Pacira Pharmaceuticals, Inc.1		11,320		1,050,722
Perrigo Co. plc		15,710		2,536,380
Pfizer, Inc.		49,094		1,470,365
Roche Holding AG		26,923		7,951,881
Roche Holding AG, Sponsored ADR		75,950		2,795,719
Sanofi, ADR		39,550		1,828,792
Shire plc		33,310		2,217,498
Sun Pharmaceutical Industries Ltd.		27,272		374,350
Teva Pharmaceutical Industries Ltd., Sponsored ADR		26,150		1,476,691
Theravance Biopharma, Inc.1		24,442		447,289
Theravance, Inc.		95,570		1,531,031
Valeant Pharmaceuticals International, Inc.1		12,454		1,656,880
				63,087,877
Industrials—8.7%
Aerospace & Defense—1.5%
Airbus Group NV		141,170		8,451,240
B/E Aerospace, Inc.1		11,230		836,074
Boeing Co. (The)		8,330		1,040,500
Curtiss-Wright Corp.		21,220		1,468,636
Embraer SA		108,400		1,049,484
Embraer SA, Sponsored ADR		141,880		5,482,243

21      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Aerospace & Defense (Continued)
General Dynamics Corp.		14,340	$	2,004,158
Lockheed Martin Corp.		9,400		1,791,358
Rolls-Royce Holdings plc1		113,161		1,528,874
United Technologies Corp.		13,640		1,459,480
				25,112,047
Air Freight & Couriers—0.4%
FedEx Corp.		4,250		711,450
Royal Mail plc		109,376		772,538
United Parcel Service, Inc., Cl. B		48,220		5,058,760
				6,542,748
Airlines—0.4%
Allegiant Travel Co., Cl. A		8,286		1,105,933
Delta Air Lines, Inc.		117,210		4,715,358
				5,821,291
Building Products—0.6%
A.O. Smith Corp.		29,070		1,550,885
Allegion plc		11,160		592,484
Assa Abloy AB, Cl. B		121,111		6,440,919
Lennox International, Inc.		5,610		498,841
Nortek, Inc.1		5,864		488,354
				9,571,483
Commercial Services & Supplies—0.6%
Aggreko plc		55,223		1,346,573
Edenred		47,637		1,321,439
Mobile Mini, Inc.		42,680		1,870,665
Prosegur Compania de Seguridad SA		255,599		1,500,617
Tyco International Ltd.		64,280		2,759,540
Waste Management, Inc.		40,790		1,994,223
				10,793,057
Construction & Engineering—0.3%
FLSmidth & Co. AS		35,986		1,631,511
Koninklijke Boskalis Westminster NV		36,659		1,956,286
Larsen & Toubro Ltd.		9,587		258,083
Leighton Holdings Ltd.		52,000		1,011,253
Trevi Finanziaria Industriale SpA		70,192		251,974
				5,109,107
Electrical Equipment—1.1%
ABB Ltd.1		59,724		1,309,703
Eaton Corp. plc		48,070		3,287,507
Emerson Electric Co.		54,820		3,511,769
Legrand SA		25,670		1,382,823
Nidec Corp.		99,400		6,531,741
Prysmian SpA		75,763		1,312,055
Schneider Electric SE		18,430		1,458,986
				18,794,584

22      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Industrial Conglomerates—0.9%
3M Co.		36,150	$	5,558,785
Danaher Corp.		24,684		1,984,594
Jardine Strategic Holdings Ltd.		31,742		1,131,323
Seibu Holdings, Inc.		49,300		937,020
Siemens AG		40,214		4,533,178
SM Investments Corp.		80,573		1,406,295
				15,551,195
Machinery—1.4%
Aalberts Industries NV		63,267		1,686,768
Atlas Copco AB, Cl. A		60,269		1,741,369
Caterpillar, Inc.		32,640		3,310,023
FANUC Corp.		16,600		2,916,542
Greenbrier Cos., Inc. (The)		16,310		1,020,027
Middleby Corp. (The)1		25,690		2,273,565
Pall Corp.		12,080		1,104,354
Parker-Hannifin Corp.		35,680		4,532,430
Pentair plc		5,060		339,273
Proto Labs, Inc.1		15,600		1,019,772
Wabtec Corp.		23,520		2,029,776
Weir Group plc (The)		41,374		1,513,127
				23,487,026
Professional Services—0.4%
Experian plc		81,318		1,222,130
Huron Consulting Group, Inc.1		20,740		1,443,711
Intertek Group plc		36,620		1,596,227
Korn/Ferry International1		36,890		1,030,338
SGS SA		563		1,237,135
				6,529,541
Road & Rail—0.5%
Canadian Pacific Railway Ltd.		9,800		2,035,264
CSX Corp.		48,500		1,728,055
Genesee & Wyoming, Inc., Cl. A1		7,110		683,982
Old Dominion Freight Line, Inc.1		14,470		1,054,429
Saia, Inc.1		13,630		668,142
Union Pacific Corp.		19,820		2,308,039
				8,477,911
Trading Companies & Distributors—0.5%
Brenntag AG		24,777		1,199,860
Bunzl plc		66,176		1,796,767
H&E Equipment Services, Inc.		66,270		2,477,835
United Rentals, Inc.1		3,470		381,908
Wolseley plc		33,463		1,778,195
				7,634,565
Transportation Infrastructure—0.1%
Airports of Thailand PCL		30,900		229,537
DP World Ltd.		80,848		1,549,048

23      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Transportation Infrastructure (Continued)
Grupo Aeroportuario del Sureste SAB de CV, Cl. B		20,471	$	275,987
				2,054,572
Information Technology—14.9%
Communications Equipment—0.9%
Cisco Systems, Inc.		154,090		3,770,582
Telefonaktiebolaget LM Ericsson, Cl. B		962,944		11,386,152
				15,156,734
Electronic Equipment, Instruments, & Components—1.6%
Hoya Corp.		41,500		1,517,214
Keyence Corp.		16,250		7,857,399
Kyocera Corp.		89,100		4,180,672
Methode Electronics, Inc.		34,390		1,354,278
Murata Manufacturing Co. Ltd.		69,800		7,937,850
Omron Corp.		10,200		494,799
Spectris plc		21,788		628,959
TE Connectivity Ltd.		35,450		2,167,059
				26,138,230
Internet Software & Services—3.8%
58.com, Inc., ADR1		5,300		209,721
Alibaba Group Holding Ltd., Sponsored ADR1		17,200		1,695,920
Baidu, Inc., Sponsored ADR1		24,970		5,962,087
Cornerstone OnDemand, Inc.1		29,830		1,081,934
CoStar Group, Inc.1		13,760		2,216,599
Demandware, Inc.1		22,120		1,326,094
eBay, Inc.1		161,850		8,497,125
Envestnet, Inc.1		24,320		1,080,295
Facebook, Inc., Cl. A1,3		126,980		9,522,230
Google, Inc., Cl. A1		13,799		7,836,038
Google, Inc., Cl. C1,3		10,800		6,038,064
GrubHub, Inc.1		25,800		938,088
LinkedIn Corp., Cl. A1		11,560		2,646,778
MercadoLibre, Inc.		13,280		1,808,072
NAVER Corp.		1,177		826,989
Shutterstock, Inc.1		19,040		1,480,550
SPS Commerce, Inc.1		10,230		596,409
Telecity Group plc		63,270		781,550
Tencent Holdings Ltd.		130,885		2,083,832
United Internet AG		37,917		1,483,319
WebMD Health Corp., Cl. A1		18,428		786,507
Yahoo Japan Corp.		331,000		1,171,706
Yandex NV, Cl. A1		98,620		2,822,504
Yelp, Inc., Cl. A1		12,680		760,800
				63,653,211
IT Services—1.0%
Amadeus IT Holding SA, Cl. A		45,231		1,664,075
Computer Sciences Corp.		41,260		2,492,104
Earthport plc1		865,776		623,854

24      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
IT Services (Continued)
Infosys Ltd.		44,469	$	2,957,538
MasterCard, Inc., Cl. A		57,310		4,799,712
Tata Consultancy Services Ltd.		33,411		1,436,695
Visa, Inc., Cl. A		13,868		3,348,151
				17,322,129
Semiconductors & Semiconductor Equipment—1.8%
Altera Corp.		207,710		7,138,993
ARM Holdings plc		45,780		648,204
Broadcom Corp., Cl. A		68,890		2,885,113
Cavium, Inc.1		30,440		1,561,877
Infineon Technologies AG		114,248		1,108,430
Intel Corp.		161,880		5,505,539
Maxim Integrated Products, Inc.		202,540		5,942,524
Micron Technology, Inc.1		23,976		793,366
Monolithic Power Systems, Inc.		48,180		2,129,074
Spansion, Inc., Cl. A1		32,040		659,383
Taiwan Semiconductor Manufacturing Co. Ltd.		503,000		2,171,164
				30,543,667
Software—3.9%
Adobe Systems, Inc.1		95,300		6,682,436
Aspen Technology, Inc.1		35,050		1,294,397
Autodesk, Inc.1		28,760		1,654,850
Aveva Group plc		22,810		561,309
Check Point Software Technologies Ltd.1		6,930		514,553
Citrix Systems, Inc.1		20,760		1,333,415
Dassault Systemes SA		22,074		1,400,427
Gemalto NV		13,690		1,047,133
Guidewire Software, Inc.1		51,420		2,567,915
Intuit, Inc.		80,180		7,056,642
Microsoft Corp.		205,771		9,660,948
Oracle Corp.		165,690		6,470,195
Proofpoint, Inc.1		40,300		1,774,812
Sage Group plc (The)		133,339		806,663
SAP SE		137,228		9,330,042
ServiceNow, Inc.1		29,220		1,984,915
Splunk, Inc.1		11,640		769,171
Synopsys, Inc.1		19,090		782,308
Tableau Software, Inc., Cl. A1		19,290		1,593,161
Temenos Group AG		27,431		956,775
Tyler Technologies, Inc.1		20,110		2,250,711
Ultimate Software Group, Inc. (The)1		18,110		2,725,736
Verint Systems, Inc.1		18,230		1,048,043
Workday, Inc., Cl. A1		10,030		957,664
				65,224,221
Technology Hardware, Storage & Peripherals—1.9%
Apple, Inc.3		153,031		16,527,348
EMC Corp.3		226,560		6,509,069
Lenovo Group Ltd.		742,000		1,116,733

25      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Shares		Value
Technology Hardware, Storage & Peripherals (Continued)
SanDisk Corp.		29,500	$	2,777,130
Stratasys Ltd.1		14,200		1,709,112
Western Digital Corp.		35,460		3,488,200
				32,127,592
Materials—1.8%
Chemicals—1.1%
Asian Paints Ltd.		26,677		286,809
Dow Chemical Co. (The)		68,830		3,400,202
Essentra plc		121,292		1,334,258
Linde AG		21,507		3,966,781
LyondellBasell Industries NV, Cl. A		24,229		2,220,103
Methanex Corp.		8,870		526,346
Potash Corp. of Saskatchewan, Inc.		34,356		1,173,945
PPG Industries, Inc.		6,590		1,342,317
Sherwin-Williams Co. (The)		5,090		1,168,460
Sika AG		414		1,479,441
Syngenta AG		5,942		1,841,506
				18,740,168
Construction Materials—0.3%
Ambuja Cements Ltd.		123,994		461,213
Caesarstone Sdot-Yam Ltd.		16,990		949,061
Eagle Materials, Inc.		14,210		1,242,380
Indocement Tunggal Prakarsa Tbk PT		304,000		612,272
James Hardie Industries plc		101,400		1,113,657
Semen Indonesia (Persero) Tbk PT		477,000		635,296
Ultratech Cement Ltd.		10,712		447,156
				5,461,035
Metals & Mining—0.3%
Alrosa AO		1,813,534		1,623,751
Glencore plc		435,420		2,232,505
Grupo Mexico SAB de CV, Series B		76,019		261,653
Real Gold Mining Ltd.1		273,000		352
Vale SA, Cl. B, Sponsored ADR		117,000		1,180,530
				5,298,791
Paper & Forest Products—0.1%
Louisiana-Pacific Corp.1		104,400		1,524,240
Telecommunication Services—1.3%
Diversified Telecommunication Services—0.7%
BT Group plc, Cl. A		325,325		1,914,675
Iliad SA		4,660		1,018,979
Inmarsat plc		131,780		1,435,258
Nippon Telegraph & Telephone Corp.		24,800		1,549,285
Telefonica Brasil SA, ADR		62,670		1,280,975
Verizon Communications, Inc.		99,013		4,975,403
				12,174,575

26      OPPENHEIMER GLOBAL ALLOCATION FUND

		Shares		Value
Wireless Telecommunication Services—0.6%
America Movil SAB de CV, Cl. L, ADR			76,940	$	1,878,106
KDDI Corp.			113,500		7,312,055
MTN Group Ltd.			39,843		881,974
					10,072,135
Utilities—0.4%
Electric Utilities—0.3%
Edison International			46,550		2,913,099
Entergy Corp.			13,160		1,105,703
NextEra Energy, Inc.			14,327		1,435,852
					5,454,654
Independent Power and Renewable Electricity Producers—0.0%
APR Energy plc			18,210		105,782
Multi-Utilities—0.1%
Sempra Energy			6,510		716,100
Total Common Stocks (Cost $944,691,478)					1,169,657,977
Preferred Stocks—0.9%
Ally Financial, Inc., 7% Cum., Series G, Non-Vtg.4			656		660,264
Banco Davivienda SA, Preference	COP		55,678		830,773
Bancolombia SA, Preference	COP		7,619		107,092
Bayerische Motoren Werke (BMW) AG, Preference	EUR		88,159		7,056,310
Itau Unibanco Holding SA, Preference, Sponsored ADR			279,151		4,120,269
Lojas Americanas SA, Preference	BRL		305,612		1,803,159
Telefonica Brasil SA, Preference	BRL		100		2,042
Zee Entertainment Enterprises Ltd., 6% Cum. Non-Cv.	INR		21,135,219		292,588
Total Preferred Stocks (Cost $11,936,451)					14,872,497
			Units
Rights, Warrants and Certificates—0.0%
Genting Bhd Wts.,Strike Price 7.96MYR, Exp. 12/18/181			123,800		101,622
Trevi Finanziaria Industriale SpA Rts.,Strike Price 2.1EUR, Exp. 11/13/141			64,159		71,557
Total Rights, Warrants and Certificates (Cost $189,559)					173,179
			Principal Amount
Non-Convertible Corporate Bonds and Notes—7.6%
1011778 B.C. ULC/New Red Finance, Inc., 6% Sec. Nts., 4/1/224		$	345,000		351,469
Access Midstream Partners LP/ACMP Finance Corp.:
4.875% Sr. Unsec. Nts., 3/15/24			130,000		136,175
6.125% Sr. Unsec. Nts., 7/15/22			335,000		365,987
Actuant Corp., 5.625% Sr. Unsec. Nts., 6/15/22			360,000		375,300
ADS Waste Holdings, Inc., 8.25% Sr. Unsec. Nts., 10/1/20			265,000		278,912
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust, 4.50% Sr. Unsec. Nts., 5/15/214			315,000		318,544
AES Corp., 7.375% Sr. Unsec. Nts., 7/1/21			205,000		234,917
Affinia Group, Inc., 7.75% Sr. Unsec. Nts., 5/1/21			510,000		518,925
Affinion Group, Inc., 7.875% Sr. Unsec. Nts., 12/15/18			880,000		690,800
Ahern Rentals, Inc., 9.50% Sec. Nts., 6/15/184			405,000		434,362
Air Canada, 6.75% Sr. Sec. Nts., 10/1/194			320,000		337,200

27      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
AK Steel Corp., 7.625% Sr. Unsec. Nts., 5/15/20	$	400,000	$	405,000
Alcatel-Lucent USA, Inc., 6.75% Sr. Unsec. Nts., 11/15/204		360,000		372,600
Alere, Inc., 6.50% Sr. Sub. Nts., 6/15/20		305,000		316,437
Aleris International, Inc.:
7.625% Sr. Unsec. Nts., 2/15/18		655,000		678,744
7.875% Sr. Unsec. Nts., 11/1/20		680,000		710,600
Ally Financial, Inc., 7.50% Sr. Unsec. Nts., 9/15/20		220,000		262,350
Altice Financing SA, 6.50% Sec. Nts., 1/15/224		210,000		216,300
American Capital Ltd., 6.50% Sr. Unsec. Nts., 9/15/184		385,000		400,400
American Energy-Permian Basin LLC/AEPB Finance Corp., 7.125% Sr. Unsec. Nts., 11/1/204		360,000		318,375
Amsted Industries, Inc., 5% Sr. Unsec. Nts., 3/15/225		360,000		356,400
Amsurg Corp., 5.625% Sr. Unsec. Nts., 7/15/224		180,000		187,402
Anixter, Inc., 5.625% Sr. Unsec. Nts., 5/1/19		290,000		307,400
Antero Resources Finance Corp., 6% Sr. Unsec. Nts., 12/1/20		335,000		350,075
Apex Tool Group LLC, 7% Sr. Unsec. Nts., 2/1/214		710,000		639,000
Arch Coal, Inc.:
7.25% Sr. Unsec. Nts., 6/15/21		90,000		33,750
8.00% Sec. Nts., 1/15/194		225,000		147,375
Ardagh Packaging Finance plc/Ardagh Holdings USA, Inc.:
6.00% Sr. Unsec. Nts., 6/30/214		360,000		355,950
6.75% Sr. Unsec. Nts., 1/31/214		270,000		276,750
Ardagh Packaging Finance plc/Ardagh MP Holdings USA, Inc., 7% Sr. Unsec. Nts., 11/15/204		126,176		129,331
Athlon Holdings LP/Athlon Finance Corp., 6% Sr. Unsec. Nts., 5/1/224		430,000		464,131
Atlantic Power Corp., 9% Sr. Unsec. Nts., 11/15/18		330,000		334,125
Atlas Pipeline Partners LP/Atlas Pipeline Finance Corp.:
5.875% Sr. Unsec. Nts., 8/1/23		320,000		333,600
6.625% Sr. Unsec. Nts., 10/1/20		340,000		362,100
Avaya, Inc., 7% Sr. Sec. Nts., 4/1/194		365,000		360,437
Axalta Coating Systems Dutch Holding BV, 7.375% Sr. Unsec. Nts., 5/1/214		495,000		538,313
B/E Aerospace, Inc., 6.875% Sr. Unsec. Nts., 10/1/20		162,000		175,972
Baytex Energy Corp., 5.125% Sr. Unsec. Nts., 6/1/214		140,000		137,200
Beazer Homes USA, Inc., 9.125% Sr. Unsec. Nts., 5/15/19		660,000		692,175
Belden, Inc., 5.50% Sr. Sub. Nts., 9/1/224		325,000		333,531
Berry Plastics Corp., 5.50% Sec. Nts., 5/15/22		140,000		140,700
Bill Barrett Corp., 7.625% Sr. Unsec. Nts., 10/1/19		560,000		568,400
BI-LO LLC/BI-LO Finance Corp., 8.625% Sr. Unsec. Nts., 9/15/184,6		355,000		320,387
Blackboard, Inc., 7.75% Sr. Unsec. Nts., 11/15/195		440,000		446,600
BMC Software Finance, Inc., 8.125% Sr. Unsec. Nts., 7/15/214		405,000		389,812
Boyd Gaming Corp., 9.125% Sr. Unsec. Nts., 12/1/18		215,000		226,287
Brand Energy & Infrastructure Services, Inc., 8.50% Sr. Unsec. Nts., 12/1/215		720,000		720,900
BreitBurn Energy Partners LP/BreitBurn Finance Corp., 8.625% Sr. Unsec. Nts., 10/15/20		645,000		661,125
Building Materials Corp. of America:
5.375% Sr. Unsec. Nts., 11/15/242,4		410,000		413,075
6.75% Sr. Unsec. Nts., 5/1/215		225,000		241,875
BWAY Holding Co., 9.125% Sr. Unsec. Nts., 8/15/214		335,000		349,237
Caesars Entertainment Resort Properties LLC, 11% Sec. Nts., 10/1/214		335,000		312,806

28      OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc., 9.375% Sec. Nts., 5/1/224	$	365,000	$	340,819
Calpine Corp.:
5.375% Sr. Unsec. Nts., 1/15/23		450,000		455,062
7.875% Sr. Sec. Nts., 1/15/234		171,000		190,237
Cantor Commercial Real Estate Co. LP/CCRE Finance Corp., 7.75% Sr. Unsec. Nts., 2/15/184		465,000		495,225
Capsugel SA, 7% Sr. Unsec. Nts., 5/15/194,6		365,000		371,844
Cash America International, Inc., 5.75% Sr. Unsec. Nts., 5/15/18		265,000		276,925
CBC Ammo LLC/CBC FinCo, Inc., 7.25% Sr. Unsec. Nts., 11/15/214		1,135,000		1,129,325
CBS Outdoor Americas Capital LLC/CBS Outdoor Americas Capital Corp., 5.875% Sr. Unsec. Nts., 3/15/254		345,000		363,112
CCO Holdings LLC/CCO Holdings Capital Corp., 5.75% Sr. Unsec. Nts., 9/1/23		375,000		386,719
CCOH Safari LLC, 5.75% Sr. Unsec. Nts., 12/1/242		1,495,000		1,509,950
Cenveo Corp.:
6.00% Sr. Sec. Nts., 8/1/194		570,000		551,475
8.50% Sec. Nts., 9/15/224		495,000		457,875
Cequel Communications Holdings I LLC/Cequel Capital Corp., 6.375% Sr. Unsec. Nts., 9/15/204		1,325,000		1,387,937
Ceridian LLC/Comdata, Inc., 8.125% Sr. Unsec. Nts., 11/15/175		115,000		115,287
CEVA Group plc, 7% Sr. Sec. Nts., 3/1/214		725,000		708,687
Chaparral Energy, Inc., 7.625% Sr. Unsec. Nts., 11/15/22		330,000		323,400
Chesapeake Energy Corp.:
4.875% Sr. Unsec. Nts., 4/15/22		420,000		431,655
5.375% Sr. Unsec. Nts., 6/15/21		85,000		89,037
5.75% Sr. Unsec. Nts., 3/15/23		360,000		396,000
Chiquita Brands International, Inc./Chiquita Brands LLC, 7.875% Sr. Sec. Nts., 2/1/21		377,000		415,171
CHS/Community Health Systems, Inc., 7.125% Sr. Unsec. Nts., 7/15/20		270,000		292,612
Churchill Downs, Inc., 5.375% Sr. Unsec. Nts., 12/15/215		270,000		277,425
CIT Group, Inc.:
4.25% Sr. Unsec. Nts., 8/15/17		145,000		149,350
5.00% Sr. Unsec. Nts., 8/15/22		425,000		446,250
Claire’s Stores, Inc., 8.875% Sr. Unsec. Nts., 3/15/19		875,000		750,312
Cleaver-Brooks, Inc., 8.75% Sr. Sec. Nts., 12/15/194		495,000		540,787
Cloud Peak Energy Resources LLC/Cloud Peak Energy Finance Corp.:
6.375% Sr. Unsec. Nts., 3/15/24		165,000		162,525
8.50% Sr. Unsec. Nts., 12/15/19		150,000		156,750
CNH Industrial Capital LLC, 6.25% Sr. Unsec. Nts., 11/1/16		180,000		191,250
Compressco Partners LP/Compressco Finance, Inc., 7.25% Sr. Unsec. Nts., 8/15/224		445,000		441,662
Concho Resources, Inc., 5.50% Sr. Unsec. Unsub. Nts., 4/1/23		100,000		106,250
Consolidated Container Co. LLC/Consolidated Container Capital, Inc., 10.125% Sr. Unsec. Nts., 7/15/204		160,000		151,200
Constellium NV, 5.75% Sr. Unsec. Nts., 5/15/244		265,000		263,675
Coveris Holdings SA, 7.875% Sr. Unsec. Nts., 11/1/195		395,000		416,725
Crestwood Midstream Partners LP/Crestwood Midstream Finance Corp.:
6.00% Sr. Unsec. Nts., 12/15/20		140,000		142,450
6.125% Sr. Unsec. Nts., 3/1/22		350,000		355,250
Crimson Merger Sub, Inc., 6.625% Sr. Unsec. Nts., 5/15/224		705,000		660,056

29      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Crown Americas LLC/Crown Americas Capital Corp. IV, 4.50% Sr. Unsec. Nts., 1/15/23	$	150,000	$	148,125
CTR Partnership LP/CareTrust Capital Corp., 5.875% Sr. Unsec. Nts., 6/1/21		320,000		328,000
Cumulus Media Holdings, Inc., 7.75% Sr. Unsec. Nts., 5/1/19		410,000		425,887
DaVita HealthCare Partners, Inc.:
5.125% Sr. Unsec. Nts., 7/15/24		160,000		163,500
5.75% Sr. Unsec. Nts., 8/15/22		280,000		297,850
Dean Foods Co., 9.75% Sr. Unsec. Nts., 12/15/18		400,000		422,000
Denali Borrower LLC/Denali Finance Corp., 5.625% Sr. Sec. Nts., 10/15/204		440,000		467,775
Denbury Resources, Inc., 4.625% Sr. Sub. Nts., 7/15/23		295,000		272,875
DISH DBS Corp.:
5.875% Sr. Unsec. Nts., 7/15/22		250,000		265,625
6.75% Sr. Unsec. Nts., 6/1/21		180,000		200,250
7.875% Sr. Unsec. Nts., 9/1/19		305,000		354,944
DJO Finance LLC/DJO Finance Corp., 8.75% Sec. Nts., 3/15/18		330,000		349,800
Drawbridge Special Opportunities Fund LP/Drawbridge Special Opportunities Finance Corp., 5% Sr. Unsec. Nts., 8/1/214		595,000		595,000
DreamWorks Animation SKG, Inc., 6.875% Sr. Unsec. Nts., 8/15/204		355,000		372,750
Drill Rigs Holdings, Inc., 6.50% Sr. Sec. Nts., 10/1/174		375,000		354,375
DuPont Fabros Technology LP, 5.875% Sr. Unsec. Nts., 9/15/21		445,000		465,025
Dynegy, Inc., 5.875% Sr. Unsec. Nts., 6/1/23		95,000		93,575
EarthLink Holdings Corp., 7.375% Sr. Sec. Nts., 6/1/20		695,000		712,375
Eletson Holdings, 9.625% Sr. Sec. Nts., 1/15/224		325,000		325,000
Energy Transfer Equity LP:
5.875% Sr. Sec. Nts., 1/15/24		230,000		242,650
7.50% Sr. Sec. Nts., 10/15/20		355,000		410,025
Energy XXI Gulf Coast, Inc., 6.875% Sr. Unsec. Nts., 3/15/244		90,000		71,325
Enova International, Inc., 9.75% Sr. Nts., 6/1/214		365,000		371,387
EnPro Industries, Inc., 5.875% Sr. Unsec. Nts., 9/15/224		345,000		354,919
Entercom Radio LLC, 10.50% Sr. Unsec. Nts., 12/1/19		270,000		300,375
Envision Healthcare Corp., 5.125% Sr. Unsec. Nts., 7/1/224		115,000		116,725
EP Energy LLC/Everest Acquisition Finance, Inc., 7.75% Sr. Unsec. Nts., 9/1/22		630,000		667,800
Equinix, Inc., 4.875% Sr. Unsec. Nts., 4/1/20		345,000		354,487
Erickson, Inc., 8.25% Sec. Nts., 5/1/20		896,000		851,200
EXCO Resources, Inc., 7.50% Sr. Unsec. Nts., 9/15/18		475,000		421,562
Exterran Partners LP/EXLP Finance Corp., 6% Sr. Unsec. Nts., 4/1/21		355,000		344,350
FairPoint Communications, Inc., 8.75% Sr. Sec. Nts., 8/15/194		1,015,000		1,075,900
Ferrellgas LP/Ferrellgas Finance Corp., 6.50% Sr. Unsec. Nts., 5/1/21		265,000		268,312
FGI Operating Co. LLC/FGI Finance, Inc., 7.875% Sec. Nts., 5/1/20		765,000		732,487
First Data Corp.:
6.75% Sr. Sec. Nts., 11/1/204		357,000		382,882
8.25% Sec. Nts., 1/15/214		665,000		724,850
10.625% Sr. Unsec. Nts., 6/15/21		298,000		344,935
First Data Holdings, Inc., 14.50% Sr. Unsec. Nts., 9/24/194,6		44,091		46,814
Fly Leasing Ltd., 6.75% Sr. Unsec. Nts., 12/15/20		400,000		413,000
FMG Resources August 2006 Pty Ltd., 6.875% Sr. Unsec. Nts., 4/1/224		215,000		222,794
Forbes Energy Services Ltd., 9% Sr. Unsec. Nts., 6/15/19		300,000		291,000
Ford Motor Co., 7.45% Sr. Unsec. Nts., 7/16/31		230,000		308,858

30      OPPENHEIMER GLOBAL ALLOCATION FUND

		Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Freescale Semiconductor, Inc.:
6.00% Sr. Sec. Nts., 1/15/224	$	730,000	$	750,075
10.75% Sr. Unsec. Nts., 8/1/20		407,000		445,665
Fresenius Medical Care US Finance II, Inc.:
4.75% Sr. Unsec. Nts., 10/15/244		280,000		283,150
5.875% Sr. Unsec. Nts., 1/31/224		145,000		158,775
Frontier Communications Corp.:
7.125% Sr. Unsec. Nts., 1/15/23		425,000		454,750
7.625% Sr. Unsec. Nts., 4/15/24		355,000		383,400
FTI Consulting, Inc., 6% Sr. Unsec. Nts., 11/15/22		650,000		668,687
GameStop Corp., 5.50% Sr. Unsec. Nts., 10/1/194		345,000		349,312
Gannett Co., Inc.:
5.125% Sr. Unsec. Nts., 7/15/20		335,000		348,400
5.50% Sr. Unsec. Nts., 9/15/244		85,000		87,975
Gates Global LLC/Gates Global Co., 6% Sr. Unsec. Nts., 7/15/224		350,000		341,250
GenCorp, Inc., 7.125% Sec. Nts., 3/15/21		565,000		603,137
General Cable Corp., 5.75% Sr. Unsec. Nts., 10/1/22		495,000		438,075
Genesis Energy LP/Genesis Energy Finance Corp., 5.75% Sr. Unsec. Nts., 2/15/21		350,000		352,187
Gentiva Health Services, Inc., 11.50% Sr. Unsec. Nts., 9/1/18		390,000		418,275
Goodyear Tire & Rubber Co., 8.25% Sr. Unsec. Nts., 8/15/20		465,000		502,200
Graphic Packaging International, Inc., 4.875% Sr. Unsec. Nts., 11/15/222		105,000		105,787
Gray Television, Inc., 7.50% Sr. Unsec. Nts., 10/1/20		675,000		709,594
Greektown Holdings LLC/Greektown Mothership Corp., 8.875% Sr. Sec. Nts., 3/15/194		495,000		499,950
Halcon Resources Corp.:
8.875% Sr. Unsec. Nts., 5/15/21		560,000		462,000
9.75% Sr. Unsec. Nts., 7/15/20		190,000		159,481
Harland Clarke Holdings Corp., 6.875% Sr. Sec. Nts., 3/1/204		365,000		376,862
HCA, Inc., 7.50% Sr. Unsec. Nts., 2/15/22		550,000		640,062
HD Supply, Inc., 7.50% Sr. Unsec. Nts., 7/15/20		860,000		920,200
Hexion US Finance Corp., 6.625% Sr. Sec. Nts., 4/15/20		210,000		211,050
Hexion US Finance Corp./Hexion Nova Scotia Finance ULC, 8.875% Sr. Sec. Nts., 2/1/18		195,000		192,806
Hiland Partners LP/Hiland Partners Finance Corp., 7.25% Sr. Unsec. Nts., 10/1/204		335,000		355,937
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 5.625% Sr. Unsec. Nts., 10/15/214		200,000		211,125
HJ Heinz Co., 4.25% Sec. Nts., 10/15/20		285,000		288,505
Hockey Merger Sub 2, Inc., 7.875% Sr. Unsec. Nts., 10/1/214		440,000		460,900
Hologic, Inc., 6.25% Sr. Unsec. Nts., 8/1/20		50,000		52,812
Hornbeck Offshore Services, Inc., 5.875% Sr. Unsec. Nts., 4/1/20		470,000		444,150
Hot Topic, Inc., 9.25% Sr. Sec. Nts., 6/15/214		580,000		626,400
Huntington Ingalls Industries, Inc., 7.125% Sr. Unsec. Unsub. Nts., 3/15/21		460,000		496,800
IAC/InterActiveCorp, 4.75% Sr. Unsec. Nts., 12/15/22		275,000		270,188
IASIS Healthcare LLC/IASIS Capital Corp., 8.375% Sr. Unsec. Nts., 5/15/19		665,000		703,238
Icahn Enterprises LP/Icahn Enterprises Finance Corp., 5.875% Sr. Unsec. Nts., 2/1/22		545,000		562,713
INEOS Group Holdings SA, 6.125% Sr. Unsec. Nts., 8/15/184		430,000		435,375
Intelsat Luxembourg SA, 7.75% Sr. Unsec. Nts., 6/1/21		655,000		686,931

31      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

		Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Interactive Data Corp., 5.875% Sr. Unsec. Nts., 4/15/194	$	405,000	$	406,772
Isle of Capri Casinos, Inc., 7.75% Sr. Unsec. Nts., 3/15/19		320,000		337,600
iStar Financial, Inc., 4.875% Sr. Unsec. Nts., 7/1/18		255,000		255,638
Jaguar Land Rover Automotive plc, 5.625% Sr. Unsec. Nts., 2/1/234		285,000		297,469
Jarden Corp.:
3.75% Sr. Unsec. Nts., 10/1/214		110,000		140,239
6.125% Sr. Unsec. Nts., 11/15/22		110,000		115,500
Jefferies Finance LLC/JFIN Co.-Issuer Corp.:
6.875% Sr. Unsec. Nts., 4/15/224		345,000		336,375
7.375% Sr. Unsec. Nts., 4/1/204		420,000		421,050
Jefferies LoanCore LLC/JLC Finance Corp., 6.875% Sr. Unsec. Nts., 6/1/204		350,000		340,375
JLL/Delta Dutch Newco BV, 7.50% Sr. Unsec. Nts., 2/1/224		300,000		306,315
JMC Steel Group, Inc., 8.25% Sr. Nts., 3/15/184		375,000		382,031
Jones Energy Holdings LLC/Jones Energy Finance Corp., 6.75% Sr. Unsec. Nts., 4/1/224		165,000		157,988
Jurassic Holdings III, Inc., 6.875% Sec. Nts., 2/15/214		670,000		676,700
K Hovnanian Enterprises, Inc.:
7.00% Sr. Unsec. Nts., 1/15/194		285,000		278,766
9.125% Sec. Nts., 11/15/205		370,000		403,300
Kenan Advantage Group, Inc. (The), 8.375% Sr. Unsec. Nts., 12/15/185		510,000		535,500
Kindred Healthcare, Inc., 6.375% Sr. Unsec. Nts., 4/15/224		330,000		326,700
Kinetic Concepts, Inc./KCI USA, Inc., 10.50% Sec. Nts., 11/1/18		320,000		353,600
Kodiak Oil & Gas Corp., 5.50% Sr. Unsec. Nts., 1/15/21		405,000		413,100
Kratos Defense & Security Solutions, Inc., 7% Sr. Sec. Nts., 5/15/19		350,000		344,750
L Brands, Inc., 6.625% Sr. Unsec. Nts., 4/1/21		480,000		546,000
Landry’s, Inc., 9.375% Sr. Unsec. Nts., 5/1/204		595,000		638,881
Laredo Petroleum, Inc., 5.625% Sr. Unsec. Nts., 1/15/22		135,000		133,650
LBC Tank Terminals Holding Netherlands BV, 6.875% Sr. Unsec. Nts., 5/15/235		140,000		149,800
Lear Corp., 4.75% Sr. Unsec. Nts., 1/15/23		490,000		493,675
Level 3 Escrow II, Inc., 5.375% Sr. Unsec. Nts., 8/15/224		105,000		107,100
LifePoint Hospitals, Inc., 5.50% Sr. Unsec. Nts., 12/1/21		720,000		757,800
Lightstream Resources Ltd., 8.625% Sr. Unsec. Nts., 2/1/204		355,000		328,375
Linn Energy LLC/Linn Energy Finance Corp.:
7.75% Sr. Unsec. Nts., 2/1/21		655,000		645,175
8.625% Sr. Unsec. Nts., 4/15/20		325,000		327,438
Manitowoc Co., Inc. (The), 8.50% Sr. Unsec. Nts., 11/1/20		435,000		473,063
MarkWest Energy Partners LP/MarkWest Energy Finance Corp., 4.50% Sr. Unsec. Nts., 7/15/23		145,000		149,350
MCE Finance Ltd., 5% Sr. Unsec. Nts., 2/15/214		430,000		425,700
Media General Financing Sub, Inc., 5.875% Sr. Unsec. Nts., 11/15/224		505,000		510,050
MEG Energy Corp., 6.50% Sr. Unsec. Nts., 3/15/214		1,005,000		999,975
Memorial Production Partners LP/Memorial Production Finance Corp., 7.625% Sr. Unsec. Nts., 5/1/21		370,000		360,288
Meritage Homes Corp., 7.15% Sr. Unsec. Nts., 4/15/20		615,000		679,575
Meritor, Inc., 6.25% Sr. Unsec. Nts., 2/15/24		715,000		732,875
MGM Resorts International:
6.625% Sr. Unsec. Nts., 12/15/21		55,000		60,500
6.75% Sr. Unsec. Nts., 10/1/20		390,000		429,000
Michaels Stores, Inc., 5.875% Sr. Sub. Nts., 12/15/204		652,000		661,780
Micron Technology, Inc., 5.875% Sr. Unsec. Nts., 2/15/224		135,000		142,088

32      OPPENHEIMER GLOBAL ALLOCATION FUND

		Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Midstates Petroleum Co., Inc./Midstates Petroleum Co. LLC, 9.25% Sr. Unsec. Nts., 6/1/21	$	345,000	$	294,975
Milestone Aviation Group Ltd. (The), 8.625% Sr. Unsec. Nts., 12/15/174		395,000		441,413
Miran Mid-Atlantic Trust, 10.06% Sec. Pass-Through Certificates, Series C, 12/30/28		370,232		404,941
MMC Energy. Inc., 8.875% Sr. Unsec. Nts., 10/15/208		395,000		40
Momentive Performance Materials, Inc., 3.88% Sec. Nts., 10/24/21		395,000		345,625
Monitronics International, Inc., 9.125% Sr. Unsec. Nts., 4/1/20		680,000		703,800
MPG Holdco I, Inc., 7.375% Sr. Unsec. Nts., 10/15/224		535,000		564,425
MPH Acquisition Holdings LLC, 6.625% Sr. Unsec. Nts., 4/1/224		165,000		173,044
MTR Gaming Group, Inc., 11.50% Sec. Nts., 8/1/19		326,575		360,049
Murray Energy Corp.:
8.625% Sr. Sec. Nts., 6/15/214		140,000		145,250
9.50% Sr. Sec. Nts., 12/5/204		755,000		811,625
National Financial Partners Corp., 9% Sr. Unsec. Nts., 7/15/214		390,000		418,275
Nationstar Mortgage LLC/Nationstar Capital Corp.:
6.50% Sr. Unsec. Nts., 8/1/18		120,000		117,600
7.875% Sr. Unsec. Nts., 10/1/20		200,000		197,500
Navient Corp., 7.25% Sr. Unsec. Nts., 1/25/22		400,000		448,000
Navios Maritime Acquisition Corp./Navios Acquisition Finance US, Inc., 8.125% Sr. Sec. Nts., 11/15/214		365,000		373,213
Navios Maritime Holdings, Inc./Navios Maritime Finance II US, Inc., 7.375% Sr. Nts., 1/15/224		395,000		398,456
Navistar International Corp., 8.25% Sr. Unsec. Nts., 11/1/21		345,000		355,954
Neiman Marcus Group Ltd., Inc.:
8.00% Sr. Unsec. Nts., 10/15/214		65,000		69,660
8.75% Sr. Unsec. Nts., 10/15/214,6		630,000		677,250
Nexstar Broadcasting, Inc., 6.875% Sr. Unsec. Nts., 11/15/20		445,000		463,913
NGPL PipeCo LLC, 7.119% Sr. Sec. Nts., 12/15/174		325,000		327,438
Nortek, Inc., 8.50% Sr. Unsec. Nts., 4/15/21		640,000		691,200
North Atlantic Drilling Ltd., 6.25% Sr. Unsec. Nts., 2/1/194		385,000		321,475
Novelis, Inc., 8.75% Sr. Unsec. Nts., 12/15/20		450,000		493,313
NRG Energy, Inc.:
6.25% Sr. Unsec. Nts., 7/15/22		380,000		399,950
6.25% Sr. Unsec. Nts., 5/1/244		555,000		575,813
6.625% Sr. Unsec. Nts., 3/15/23		135,000		143,100
Numericable Group SA, 6% Sr. Sec. Nts., 5/15/224		700,000		716,625
Oasis Petroleum, Inc., 6.875% Sr. Unsec. Nts., 1/15/23		180,000		188,100
Offshore Group Investment Ltd., 7.50% Sr. Sec. Nts., 11/1/19		595,000		510,213
Opal Acquisition, Inc., 8.875% Sr. Unsec. Nts., 12/15/214		145,000		151,888
PaperWorks Industries, Inc., 9.50% Sr. Sec. Nts., 8/15/194		340,000		348,925
Parsley Energy LLC/Parsley Finance Corp., 7.50% Sr. Unsec. Nts., 2/15/224		355,000		349,675
Party City Holdings, Inc., 8.875% Sr. Unsec. Nts., 8/1/20		220,000		239,800
Penn Virginia Corp., 8.50% Sr. Unsec. Nts., 5/1/20		100,000		98,250
PetroLogistics LP/PetroLogistics Finance Corp., 6.25% Sr. Unsec. Nts., 4/1/20		88,000		96,580
PF Chang’s China Bistro, Inc., 10.25% Sr. Unsec. Nts., 6/30/204		100,000		100,000
Pinnacle Entertainment, Inc., 6.375% Sr. Unsec. Nts., 8/1/21		475,000		510,625
Polymer Group, Inc.:
6.875% Sr. Unsec. Nts., 6/1/194		140,000		138,775

33      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

		Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Polymer Group, Inc.(Continued)
7.75% Sr. Sec. Nts., 2/1/19	$	432,000	$	451,440
Post Holdings, Inc., 7.375% Sr. Unsec. Nts., 2/15/22		260,000		266,500
PQ Corp., 8.75% Sec. Nts., 5/1/184		285,000		303,169
Precision Drilling Corp., 6.625% Sr. Unsec. Nts., 11/15/20		330,000		341,550
Prospect Medical Holdings, Inc., 8.375% Sr. Sec. Nts., 5/1/194		460,000		494,500
R.R. Donnelley & Sons Co., 7.875% Sr. Unsec. Nts., 3/15/21		335,000		378,550
Range Resources Corp.:
5.00% Sr. Sub. Nts., 8/15/22		205,000		216,019
5.00% Sr. Sub. Nts., 3/15/23		60,000		63,000
Realogy Group LLC:
7.625% Sr. Sec. Nts., 1/15/204		380,000		414,200
9.00% Sr. Sec. Nts., 1/15/205		245,000		269,500
Regency Energy Partners LP/Regency Energy Finance Corp., 5% Sr. Unsec. Nts., 10/1/22		340,000		347,225
Rentech Nitrogen Partners LP/Rentech Nitrogen Finance Corp., 6.50% Sec. Nts., 4/15/214		230,000		223,100
Revlon Consumer Products Corp., 5.75% Sr. Unsec. Nts., 2/15/21		70,000		70,350
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg SA, 5.75% Sr. Sec. Nts., 10/15/20		675,000		705,375
Rice Energy, Inc., 6.25% Sr. Unsec. Nts., 5/1/224		150,000		145,781
Rite Aid Corp., 6.75% Sr. Unsec. Nts., 6/15/21		195,000		209,138
Rosetta Resources, Inc., 5.625% Sr. Unsec. Nts., 5/1/21		355,000		346,125
Sabine Pass Liquefaction LLC, 5.625% Sr. Sec. Nts., 2/1/21		207,000		217,868
Sabre GLBL, Inc., 8.50% Sr. Sec. Nts., 5/15/194		378,000		407,768
Salix Pharmaceuticals Ltd., 6% Sr. Unsec. Nts., 1/15/214		315,000		341,775
Sally Holdings LLC/Sally Capital, Inc., 5.75% Sr. Unsec. Nts., 6/1/22		300,000		321,000
Samson Investment Co., 9.75% Sr. Unsec. Nts., 2/15/20		900,000		657,000
Sanchez Energy Corp.:
6.125% Sr. Unsec. Nts., 1/15/234		300,000		286,500
7.75% Sr. Unsec. Nts., 6/15/21		350,000		358,750
SandRidge Energy, Inc.:
7.50% Sr. Unsec. Nts., 2/15/23		275,000		246,813
7.51% Sr. Unsec. Nts., 3/15/21		468,000		418,860
SBA Telecommunications, Inc., 5.75% Sr. Unsec. Nts., 7/15/20		215,000		225,750
Sealed Air Corp., 6.50% Sr. Unsec. Nts., 12/1/204		360,000		402,300
Select Medical Corp., 6.375% Sr. Unsec. Nts., 6/1/21		395,000		405,863
Sensata Technologies BV, 5.625% Sr. Unsec. Nts., 11/1/244		400,000		423,000
Seventy Seven Operating LLC, 6.625% Sr. Unsec. Nts., 11/15/19		35,000		34,825
Signode Industrial Group Lux SA/Signode Industrial Group US, Inc., 6.375% Sr. Unsec. Nts., 5/1/224		280,000		272,300
Sinclair Television Group, Inc.:
5.375% Sr. Unsec. Nts., 4/1/21		350,000		352,625
5.625% Sr. Unsec. Nts., 8/1/244		220,000		218,900
6.125% Sr. Unsec. Nts., 10/1/22		690,000		717,600
SM Energy Co., 6.50% Sr. Unsec. Nts., 1/1/23		330,000		342,375
Spectrum Brands, Inc., 6.375% Sr. Unsec. Nts., 11/15/20		195,000		207,675
Speedy Cash Intermediate Holdings Corp., 10.75% Sec. Nts., 5/15/184		365,000		365,000
Spirit AeroSystems, Inc., 5.25% Sr. Unsec. Nts., 3/15/22		365,000		373,213
SPL Logistics Escrow LLC/SPL Logistics Finance Corp., 8.875% Sr. Sec. Nts., 8/1/204		685,000		744,938

34      OPPENHEIMER GLOBAL ALLOCATION FUND

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
Springs Industries, Inc., 6.25% Sr. Sec. Nts., 6/1/21	$	1,025,000	$	1,010,906
Sprint Corp., 7.25% Sr. Unsec. Nts., 9/15/214		475,000		503,500
Stackpole International Intermediate Co., 7.75% Sr. Sec. Nts., 10/15/214		600,000		612,750
Sugarhouse HSP Gaming Prop Mezz LP/Sugarhouse HSP Gaming Finance Corp., 6.375% Sr. Sec. Nts., 6/1/214		365,000		351,313
Summit Midstream Holdings LLC/Summit Midstream Finance Corp., 5.50% Sr. Unsec. Nts., 8/15/22		265,000		265,663
Targa Resources Partners LP/Targa Resources Partners Finance Corp., 4.125% Sr. Unsec. Nts., 11/15/194		200,000		203,500
Taylor Morrison Communities, Inc./Monarch Communities, Inc., 5.25% Sr. Unsec. Nts., 4/15/214		230,000		232,790
Tenet Healthcare Corp., 6% Sr. Sec. Nts., 10/1/20		300,000		323,250
Terex Corp., 6% Sr. Unsec. Nts., 5/15/21		385,000		402,325
Tervita Corp., 8% Sr. Sec. Nts., 11/15/184		275,000		265,375
Tesoro Logistics LP/Tesoro Logistics Finance Corp.:
5.875% Sr. Unsec. Nts., 10/1/20		270,000		277,425
6.25% Sr. Unsec. Nts., 10/15/224		130,000		134,875
Thompson Creek Metals Co., Inc., 7.375% Sr. Unsec. Nts., 6/1/18		390,000		360,750
T-Mobile USA, Inc.:
6.25% Sr. Unsec. Nts., 4/1/21		470,000		492,325
6.625% Sr. Unsec. Nts., 11/15/20		1,020,000		1,078,650
TMX Finance LLC/TitleMax Finance Corp., 8.50% Sr. Sec. Nts., 9/15/184		430,000		420,325
TransDigm, Inc., 6% Sr. Sub. Nts., 7/15/22		350,000		355,688
Triangle USA Petroleum Corp., 6.75% Sr. Unsec. Nts., 7/15/224		355,000		312,400
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 8.75% Sr. Sec. Nts., 2/1/19		162,000		171,720
Triumph Group, Inc., 5.25% Sr. Unsec. Nts., 6/1/22		495,000		503,663
Universal Hospital Services, Inc., 7.625% Sec. Nts., 8/15/20		350,000		328,160
Univision Communications, Inc., 8.50% Sr. Unsec. Nts., 5/15/214		320,000		348,000
UPCB Finance V Ltd., 7.25% Sr. Sec. Nts., 11/15/214		530,000		585,650
UPCB Finance VI Ltd., 6.875% Sr. Sec. Nts., 1/15/224		675,000		740,813
US Airways 2011-1 Class A Pass Through Trust, 7.125% Pass-Through Certificates, 10/22/23		489,062		566,700
US Shale Solutions, Inc., 12.50% Sr. Sec. Nts., 9/1/174		340		311,100
Valeant Pharmaceuticals International, Inc., 6.375% Sr. Unsec. Nts., 10/15/204		270,000		278,100
Vector Group Ltd., 7.75% Sr. Sec. Nts., 2/15/21		390,000		423,638
ViaSat, Inc., 6.875% Sr. Unsec. Nts., 6/15/20		286,000		303,875
Viking Cruises Ltd., 8.50% Sr. Unsec. Nts., 10/15/224		395,000		429,563
Walter Investment Management Corp., 7.875% Sr. Unsec. Nts., 12/15/214		580,000		549,550
Wells Enterprises, Inc., 6.75% Sr. Sec. Nts., 2/1/204		283,000		294,320
West Corp., 5.375% Sr. Unsec. Nts., 7/15/224		695,000		675,888
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/155		535,000		478,825
Whiting Petroleum Corp., 5.75% Sr. Unsec. Nts., 3/15/21		315,000		333,113
Windstream Corp.:
6.375% Sr. Unsec. Nts., 8/1/23		300,000		303,375
7.75% Sr. Unsec. Nts., 10/15/20		325,000		347,750
7.75% Sr. Unsec. Nts., 10/1/21		350,000		376,250
Wise Metals Group LLC/Wise Alloys Finance Corp., 8.75% Sr. Sec. Nts., 12/15/184		215,000		233,275

35      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Non-Convertible Corporate Bonds and Notes (Continued)
WPX Energy, Inc., 5.25% Sr. Unsec. Nts., 9/15/24	$	170,000	$	166,175
Xerium Technologies, Inc., 8.875% Sr. Unsec. Nts., 6/15/18		430,000		454,456
XPO Logistics, Inc., 7.875% Sr. Unsec. Nts., 9/1/194		210,000		221,550
Zebra Technologies Corp., 7.25% Sr. Unsec. Nts., 10/15/224		200,000		211,000
Total Non-Convertible Corporate Bonds and Notes (Cost $128,444,037)				128,898,634
Corporate Loans—1.0%
Accellent, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.50%, 3/11/227		320,000		310,267
Affinion Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 4/12/187		189,677		184,382
Affinion Group, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 10/31/182,7		142,647		133,482
Amaya BV, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 7/29/227		315,000		318,412
Asurion LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 3/3/217		355,000		361,545
AZ Chem US, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.50%, 6/10/227		230,000		230,383
BJ’s Wholesale Club, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 3/26/207		420,000		421,260
Blue Coat Systems, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 6/26/207		200,000		200,500
Brock Holdings III, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.00%, 3/16/187		280,000		271,600
Caesars Entertainment Operating Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.75%, 1/29/187		214,463		199,048
Caesars Entertainment Resort Properties LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 10/11/207		943,397		903,775
Caesars Growth Properties Holdings LLC/Caesars Growth Properties Finance, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 5/10/217		244,387		231,786
Catalent Pharma Solutions, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 12/31/177		40,500		40,500
Clear Channel Communications, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche D, 6.904%, 1/30/197		1,199,336		1,136,071
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan: Tranche B, 3.804%, 1/29/167		5,491		5,453
Tranche E, 7.654%, 7/30/197		209,337		202,848
Connolly Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 5/9/227		365,000		367,737
CRC Health Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.00%, 9/28/217		555,000		569,396
Del Monte Foods Co., Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.25%, 8/18/217		330,000		300,712
Deltek, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.00%, 10/10/197		455,000		459,834
Deluxe Entertainment Services, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 2/26/207		80,000		75,200

36      OPPENHEIMER GLOBAL ALLOCATION FUND

							Principal Amount		Value
Corporate Loans (Continued)
Dialysis Newco, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 10/21/217							$	555,000	$	556,387
FairPoint Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 2/14/197								425,678		429,935
Fieldwood Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.375%, 9/30/202,7								694,152		670,898
Flint Group GmbH, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.25%, 5/2/222,7								140,000		134,750
Fram Group Holdings, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 7/31/177								124,983		125,432
GYP Holdings III Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 3/27/227								550,000		550,860
Internet Brands, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 6/27/227								420,000		411,950
IPC Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 11/9/207								304,238		304,333
IPC Systems, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 5/10/217								165,000		166,134
iStar Financial, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 3/19/177								262,585		269,313
Liberty Cablevision of Puerto Rico LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 6/26/237								305,000		303,094
Moxie Patriot LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 6.75%, 12/19/207								325,000		328,250
NewPage Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.50%, 2/5/217								695,000		679,362
NFR Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.75%, 12/31/187								705,000		674,156
NTELOS, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 11/9/197								293,627		294,177
Quicksilver Resources, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.00%, 6/21/197								735,000		671,913
Radnet Management, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, Tranche B, 8.00%, 3/25/217								415,000		412,925
Revel Entertainment, Inc., Sr. Sec. Credit Facilities 2nd Lien Exit Term Loan, 14.50%, 5/20/187,8								326,143		1,631
Rexam plc, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.00%, 5/2/227								440,000		437,663
Road Infrastructure Investment LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.75%, 9/21/217								435,000		398,025
Templar Energy LLC, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.50%, 11/25/207								1,195,000		1,089,691
TWCC Holding Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 7.00%, 6/26/207								600,000		590,625
Total Corporate Loans (Cost $16,962,121)										16,425,695
		Exercise Price		Expiration Date
							Contracts
Exchange-Traded Options Purchased—0.5%
CBOE Volatility Index Put1	USD		13.000		12/17/14	USD		40,000		1,000,000
S&P 500 Index Call1	USD		2,030.000		12/20/14	USD		1,500		3,990,000

37      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

		Exercise		Expiration
		Price		Date			Contracts			Value
Exchange-Traded Options Purchased (Continued)
S&P 500 Index Put1	USD		1,920.000		12/20/14	USD		1,000		$	1,540,000
S&P 500 Index Call1	USD		2,015.000		11/22/14	USD		900			1,984,500
S&P 500 Index Put1	USD		1,700.000		1/17/15	USD		500			255,000
Total Exchange-Traded Options Purchased (Cost $10,089,977)											8,769,500
							Shares
Investment Companies—17.7%
Oppenheimer Master Event-Linked Bond Fund, LLC9								9,092,652			131,623,776
Oppenheimer Master Loan Fund, LLC9								11,380,561			165,509,512
Total Investment Companies (Cost $296,617,341)											297,133,288
Total Investments, at Value (Cost $1,408,930,964)								97.3	%		1,635,930,770
Net Other Assets (Liabilities)								2.7			45,333,183
Net Assets								100.0	%	$	1,681,263,953

Footnotes to Consolidated Statement of Investments

1. Non-income producing security.

2. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after October 31, 2014. See Note 1 of the accompanying Notes.

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 $26,266,141. 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 $55,997,946 or 3.33% of the Fund’s net assets as of October 31, 2014.

5. Restricted security. The aggregate value of restricted securities as of October 31, 2014 was $4,412,141, which represents 0.26% of the Fund’s net assets. See Note 7 of the accompanying Notes. Information concerning restricted securities is as follows:

							Unrealized
	Acquisition						Appreciation/
Security	Dates		Cost		Value		(Depreciation)
Amsted Industries, Inc., 5% Sr. Unsec. Nts., 3/15/22		3/3/14-3/5/14	$	362,654	$	356,400	$	(6,254	)
Blackboard, Inc., 7.75% Sr. Unsec. Nts., 11/15/19		10/24/13-12/2/13		439,250		446,600		7,350
Brand Energy & Infrastructure Services, Inc., 8.50% Sr. Unsec. Nts., 12/1/21		11/22/13-11/25/13		726,885		720,900		(5,985	)
Building Materials Corp. of America, 6.75% Sr. Unsec. Nts., 5/1/21		4/26/11		222,988		241,875		18,887
Ceridian LLC/Comdata, Inc., 8.125% Sr. Unsec. Nts., 11/15/17		5/21/14		114,713		115,287		574
Churchill Downs, Inc., 5.375% Sr. Unsec. Nts., 12/15/21		12/1/13		270,000		277,425		7,425
Coveris Holdings SA, 7.875% Sr. Unsec. Nts., 11/1/19		10/24/13		395,000		416,725		21,725

38      OPPENHEIMER GLOBAL ALLOCATION FUND

Footnotes to Consolidated Statement of Investments (Continued)

							Unrealized
	Acquisition						Appreciation/
Security	Dates		Cost		Value		(Depreciation)
K Hovnanian Enterprises, Inc.,
9.125% Sec. Nts., 11/15/20		9/19/12-12/6/13	$	385,158	$	403,300	$	18,142
Kenan Advantage Group, Inc. (The), 8.375% Sr. Unsec. Nts., 12/15/18		12/7/12-12/12/13		518,515		535,500		16,985
LBC Tank Terminals Holding Netherlands BV, 6.875% Sr. Unsec. Nts., 5/15/23		5/8/13		140,000		149,800		9,800
Realogy Group LLC, 9% Sr. Sec. Nts., 1/15/20		2/1/12		243,775		269,500		25,725
Wallace Theater Holdings, Inc.		3/28/13		4		4		—
Western Express, Inc., 12.50% Sr. Sec. Nts., 4/15/15		8/24/10-1/24/11		532,058		478,825		(53,233	)
			$	4,351,000	$	4,412,141	$	61,141

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

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

8. 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.

9. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended October 31, 2014, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares		Gross		Gross			Shares
	October 31, 2013		Additions		Reductions			October 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		1,392,718		510,516,629		511,909,347			—
Oppenheimer Master Event-Linked Bond Fund, LLC		9,251,612		—		158,960			9,092,652
Oppenheimer Master Loan Fund, LLC		12,766,071		—		1,385,510			11,380,561
Oppenheimer Ultra Short Duration Fund, Cl. Y (formerly Oppenheimer Short Duration Fund, Cl. Y)		4,513,213		4,995,145		9,508,358			—
			Value		Income			Realized Gain
Oppenheimer Institutional Money Market Fund, Cl. E			$	—	$	19,319		$	—
Oppenheimer Master Event-Linked Bond Fund, LLC				131,623,776		8,942,191	a		1,058,146	a
Oppenheimer Master Loan Fund, LLC				165,509,512		9,971,584	b		444,554	b
Oppenheimer Ultra Short Duration Fund, Cl. Y (formerly Oppenheimer Short Duration Fund, Cl. Y)				—		54,268			—
Total			$	297,133,288	$	18,987,362		$	1,502,700

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

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

39      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

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

Geographic Holdings	Value		Percent
United States	$	1,101,164,759		67.3	%
United Kingdom		67,494,994		4.1
France		52,236,083		3.2
Japan		50,746,021		3.1
Germany		50,048,698		3.1
Switzerland		49,442,974		3.0
India		33,428,872		2.0
Brazil		30,354,720		1.9
China		23,282,164		1.4
Canada		20,890,594		1.3
Spain		20,772,052		1.3
Sweden		20,464,056		1.3
Netherlands		13,361,178		0.8
Mexico		12,958,435		0.8
Italy		12,198,384		0.7
Russia		10,049,159		0.6
Denmark		7,535,935		0.5
Hong Kong		7,376,948		0.5
Ireland		6,148,233		0.4
Colombia		4,449,397		0.3
Australia		3,835,097		0.2
Turkey		3,808,655		0.2
Philippines		3,579,093		0.2
Indonesia		3,411,831		0.2
Thailand		3,277,237		0.2
Israel		3,156,604		0.2
Luxembourg		2,707,674		0.2
Taiwan		2,171,164		0.1
Belgium		2,002,056		0.1
Argentina		1,808,072		0.1
South Africa		1,787,991		0.1
Malaysia		1,648,600		0.1
United Arab Emirates		1,549,048		0.1
Nigeria		1,483,889		0.1
Chile		1,246,484		0.1
South Korea		891,106		0.1
Egypt		843,119		0.1
Greece		679,375		0.0
Austria		568,161		0.0
Cayman Islands		447,289		0.0
Norway		321,475		0.0
Puerto Rico		303,094		0.0
Total	$	1,635,930,770		100.0	%

Forward Currency Exchange Contracts as of October 31, 2014
Counterparty	Settlement Month(s)		Currency Purchased (000’s)		Currency Sold (000’s)		Unrealized Appreciation
BOA		01/2015	USD	150	EUR	110	$    11,914

40      OPPENHEIMER GLOBAL ALLOCATION FUND

Futures Contracts as of October 31, 2014
Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Appreciation (Depreciation)
CBOE Volatility Index		CBE		Buy		12/16/14		2,600	$	41,730,000	$	(7,888,145)
CBOE Volatility Index		CBE		Sell		11/18/14		2,000		31,600,000		7,698,180
Euro Stoxx 50 Index		EUX		Sell		12/19/14		1,800		69,948,326		(130,987)
S&P 500 E-Mini Index		CME		Sell		12/19/14		2,500		251,425,000		(21,271,248)
United States Treasury Nts., 5 yr.		CBT		Buy		12/31/14		3,333		398,059,157		2,444,106
											$	(19,148,094)

Exchange-Traded Options Written at October 31, 2014

Description

Exercise Price

Expiration Date

Number of Contracts

Premiums Received

Value

S&P 500 Index Put

USD

1,820.000

12/20/14

USD

(1,000

)

$

996,962

$

(600,000)

Glossary:
Counterparty Abbreviations
BOA	Bank of America NA
Currency abbreviations indicate amounts reporting in currencies
COP	Colombian Peso
BRL	Brazilian Real
EUR	Euro
INR	Indian Rupee
MYR	Malaysian Ringgit
Exchange Abbreviations
CBE	Chicago Board Options Exchange
CBT	Chicago Board of Trade
CME	Chicago Mercantile Exchanges
EUX	European Stock Exchange

See accompanying Notes to Consolidated Financial Statements.

41      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES October 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,112,313,623)	$	1,338,797,482
Affiliated companies (cost $296,617,341)		297,133,288
		1,635,930,770
Cash		25,238,293
Cash—foreign currencies (cost $172,915)		172,413
Cash used for collateral on futures		22,361,000
Unrealized appreciation on foreign currency exchange contracts		11,914
Receivables and other assets:
Investments sold (including $890,465 sold on a when-issued or delayed delivery basis)		8,646,014
Interest and dividends		4,061,967
Variation margin receivable		700,000
Shares of beneficial interest sold		69,930
Other		255,161
Total assets		1,697,447,462
Liabilities
Options written, at value (premiums received $996,962)		600,000
Payables and other liabilities:
Investments purchased (including $2,700,738 purchased on a when-issued or delayed delivery basis)		6,259,365
Variation margin payable		5,783,132
Shares of beneficial interest redeemed		2,081,889
Trustees’ compensation		795,543
Distribution and service plan fees		362,940
Foreign capital gains tax		160,799
Shareholder communications		29,321
Other		110,520
Total liabilities		16,183,509
Net Assets	$	1,681,263,953
Composition of Net Assets
Par value of shares of beneficial interest	$	970,809
Additional paid-in capital		2,182,757,202
Accumulated net investment income		9,147,751
Accumulated net realized loss on investments and foreign currency transactions		(719,691,757	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		208,079,948
Net Assets	$	1,681,263,953

42      OPPENHEIMER GLOBAL ALLOCATION FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,279,187,134 and 73,377,852 shares of beneficial interest outstanding)	$	17.43
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	18.49
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $56,316,673 and 3,339,528 shares of beneficial interest outstanding)	$	16.86
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $262,594,526 and 15,553,537 shares of beneficial interest outstanding)	$	16.88
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $3,030,604 and 174,054 shares of beneficial interest outstanding)	$	17.41
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $39,483,293 and 2,301,908 shares of beneficial interest outstanding)	$	17.15
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $40,651,723 and 2,334,051 shares of beneficial interest outstanding)	$	17.42

See accompanying Notes to Consolidated Financial Statements.

43      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT
OF OPERATIONS For the Year Ended October 31, 2014

Allocation of Income and Expenses from Master Funds1
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	8,940,489
Dividends		1,702
Net Expenses		(556,255	)
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		8,385,936
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		9,506,710
Dividends		464,874
Net Expenses		(613,531	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		9,358,053
Total allocation of net investment income from master funds		17,743,989
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $1,244,409)		19,911,736
Affiliated companies		73,587
Interest		11,848,209
Total investment income		31,833,532
Expenses
Management fees		13,993,820
Distribution and service plan fees:
Class A		3,275,223
Class B		694,696
Class C		2,753,585
Class R2		209,832
Transfer and shareholder servicing agent fees:
Class A		3,012,856
Class B		211,712
Class C		594,018
Class I		326
Class R2		96,488
Class Y		75,887
Shareholder communications:
Class A		192,235
Class B		10,467
Class C		31,626
Class I		68
Class R2		4,078
Class Y		816
Custodian fees and expenses		144,766
Trustees’ compensation		51,800
Other		325,354
Total expenses		25,679,653
Less waivers and reimbursements of expenses		(1,310,630	)
Net expenses		24,369,023
Net Investment Income		25,208,498

44      OPPENHEIMER GLOBAL ALLOCATION FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from unaffiliated companies (includes premiums on options exercised)(net of foreign capital gains tax of $67,268)	$	40,728,111
Closing and expiration of option contracts written		26,143,785
Closing and expiration of futures contracts		715,798
Foreign currency transactions		(92,997	)
Swap contracts		2,469,564
Net realized gain allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		1,058,146
Oppenheimer Master Loan Fund, LLC		444,554
Net realized gain		71,466,961
Net change in unrealized appreciation/depreciation on:
Investments (net of foreign capital gains tax of $147,541)		5,341,073
Translation of assets and liabilities denominated in foreign currencies		(23,904,037	)
Futures contracts		(20,938,450	)
Option contracts written		(4,099,038	)
Swap contracts		(1,493,798	)
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(1,620,887	)
Oppenheimer Master Loan Fund, LLC		(2,210,939	)
Net change in unrealized appreciation/depreciation		(48,926,076	)
Net Increase in Net Assets Resulting from Operations	$	47,749,383

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 Consolidated Notes.

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

See accompanying Notes to Consolidated Financial Statements.

45      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended			Year Ended
	October 31, 2014			October 31, 2013
Operations
Net investment income	$	25,208,498		$	34,625,240
Net realized gain		71,466,961			96,677,175
Net change in unrealized appreciation/depreciation		(48,926,076	)		170,766,109
Net increase in net assets resulting from operations		47,749,383			302,068,524
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(25,302,052	)		(14,740,309	)
Class B		(1,107,865	)		(420,207	)
Class C		(4,103,782	)		(1,470,325	)
Class I		(19,453	)		(2,401	)
Class R1		(727,916	)		(391,600	)
Class Y		(830,701	)		(496,821	)
		(32,091,769	)		(17,521,663	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(102,831,852	)		(138,689,585	)
Class B		(28,342,530	)		(32,624,127	)
Class C		(20,551,374	)		(29,656,121	)
Class I		2,200,600			717,984
Class R1		(4,563,303	)		(8,121,300	)
Class Y		3,037,082			(140,408	)
		(151,051,377	)		(208,513,557	)
Net Assets
Total increase (decrease)		(135,393,763	)		76,033,304
Beginning of period		1,816,657,716			1,740,624,412
End of period (including accumulated net investment income of $9,147,751 and $23,900,523, respectively)	$	1,681,263,953		$	1,816,657,716

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

46      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	October 31,		October 31,		October 31,		October 31,		October 29,
Class A	2014		2013		2012		2011		2010  1
Per Share Operating Data
Net asset value, beginning of period	$	17.27	$	14.70	$	14.81	$	15.08	$	13.05
Income (loss) from investment operations:
Net investment income2		0.27		0.34		0.33		0.36		0.18
Net realized and unrealized gain (loss)		0.21		2.41		(0.04)		(0.41)		1.96
Total from investment operations		0.48		2.75		0.29		(0.05)		2.14
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.32)		(0.18)		(0.40)		(0.22)		(0.11)
Net asset value, end of period	$	17.43	$	17.27	$	14.70	$	14.81	$	15.08
Total Return, at Net Asset Value3		2.85%		18.81%		2.14%		(0.37)%		16.44%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,279,187	$	1,369,331	$	1,294,433	$	1,473,322	$	1,623,802
Average net assets (in thousands)	$	1,336,323	$	1,327,442	$	1,358,002	$	1,589,726	$	1,619,840
Ratios to average net assets:4,5
Net investment income		1.58%		2.11%		2.29%		2.35%		1.29%
Total expenses6		1.37%		1.43%		1.46%		1.44%		1.37%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.30%		1.35%		1.38%		1.36%		1.37%
Portfolio turnover rate		43%		37%		59%		82%		204%	7

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	1.38	%
Year Ended October 31, 2013	1.44	%
Year Ended October 31, 2012	1.46	%
Year Ended October 31, 2011	1.44	%
Year Ended October 29, 2010	1.37	%

7. 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

See accompanying Notes to Consolidated Financial Statements.

47      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	October 31,		October 31,		October 31,		October 31,		October 29,
Class B	2014		2013		2012		2011		2010  1
Per Share Operating Data
Net asset value, beginning of period	$	16.76	$	14.30	$	14.43	$	14.73	$	12.77
Income (loss) from investment operations:
Net investment income2		0.13		0.19		0.20		0.23		0.06
Net realized and unrealized gain (loss)		0.21		2.34		(0.02)		(0.41)		1.91
Total from investment operations		0.34		2.53		0.18		(0.18)		1.97
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.24)		(0.07)		(0.31)		(0.12)		(0.01)
Net asset value, end of period	$	16.86	$	16.76	$	14.30	$	14.43	$	14.73
Total Return, at Net Asset Value3		2.05%		17.72%		1.36%		(1.25)%		15.45%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	56,317	$	84,161	$	102,131	$	145,291	$	277,243
Average net assets (in thousands)	$	69,381	$	91,497	$	119,580	$	224,604	$	309,274
Ratios to average net assets:4,5
Net investment income		0.79%		1.24%		1 .46%		1.52%		0.46%
Total expenses6		2.21%		2.42%		2.41%		2.43%		2.33%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.09%		2.22%		2.20%		2.21%		2.18%
Portfolio turnover rate		43%		37%		59%		82%		204%	7

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	2.22	%
Year Ended October 31, 2013	2.43	%
Year Ended October 31, 2012	2.41	%
Year Ended October 31, 2011	2.43	%
Year Ended October 29, 2010	2.33	%

7. 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

See accompanying Notes to Consolidated Financial Statements.

48      OPPENHEIMER GLOBAL ALLOCATION FUND

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	October 31,		October 31,		October 31,		October 31,		October 29,
Class C	2014		2013		2012		2011		2010  1
Per Share Operating Data
Net asset value, beginning of period	$	16.78	$	14.31	$	14.44	$	14.73	$	12.77
Income (loss) from investment operations:
Net investment income2		0.14		0.22		0.22		0.25		0.08
Net realized and unrealized gain (loss)		0.21		2.33		(0.03)		(0.40)		1.90
Total from investment operations		0.35		2.55		0.19		(0.15)		1.98
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.25)		(0.08)		(0.32)		(0.14)		(0.02)
Net asset value, end of period	$	16.88	$	16.78	$	14.31	$	14.44	$	14.73
Total Return, at Net Asset Value3		2.10%		17.90%		1.45%		(1.08)%		15.55%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	262,594	$	281,444	$	267,392	$	313,963	$	363,252
Average net assets (in thousands)	$	275,145	$	273,813	$	284,820	$	350,372	$	366,311
Ratios to average net assets:4,5
Net investment income		0.83%		1.39%		1.58%		1.64%		0.57%
Total expenses6		2.12%		2.14%		2.17%		2.15%		2.08%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.05%		2.06%		2.09%		2.07%		2.08%
Portfolio turnover rate		43%		37%		59%		82%		204%	7

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	2.13	%
Year Ended October 31, 2013	2.15	%
Year Ended October 31, 2012	2.17	%
Year Ended October 31, 2011	2.15	%
Year Ended October 29, 2010	2.08	%

7. 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

See accompanying Notes to Consolidated Financial Statements.

49      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

	Year Ended October 31, 2014		Year Ended October 31, 2013		Period Ended October 31, 20121
Class I
Per Share Operating Data
Net asset value, beginning of period	$	17.25	$	14.69	$	14.98
Income (loss) from investment operations:
Net investment income2		0.32		0.34		0.37
Net realized and unrealized gain (loss)		0.24		2.48		(0.53)
Total from investment operations		0.56		2.82		(0.16)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.40)		(0.26)		(0.13)
Net asset value, end of period	$	17.41	$	17.25	$	14.69
Total Return, at Net Asset Value3		3.32%		19.35%		(1.04)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	3,031	$	775	$	10
Average net assets (in thousands)	$	1,075	$	147	$	10
Ratios to average net assets:4,5
Net investment income		1.90%		2.01%		3.78%
Total expenses6		0.94%		0.92%		0.94%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.87%		0.84%		0.89%
Portfolio turnover rate		43%		37%		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. Total expenses including indirect expenses from affiliated fund fees and expenses were as follows:

Year Ended October 31, 2014	0.95	%
Year Ended October 31, 2013	0.93	%
Period Ended October 31, 2012	0.94	%

See accompanying Notes to Consolidated Financial Statements.

50      OPPENHEIMER GLOBAL ALLOCATION FUND

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	October 31,		October 31,		October 31,		October 31,		October 29,
Class R	2014		2013		2012		2011		2010  1
Per Share Operating Data
Net asset value, beginning of period	$	17.01	$	14.48	$	14.60	$	14.86	$	12.87
Income (loss) from investment operations:
Net investment income2		0.23		0.29		0.29		0.32		0.14
Net realized and unrealized gain (loss)		0.20		2.38		(0.04)		(0.39)		1.93
Total from investment operations		0.43		2.67		0.25		(0.07)		2.07
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.29)		(0.14)		(0.37)		(0.19)		(0.08)
Net asset value, end of period	$	17.15	$	17.01	$	14.48	$	14.60	$	14.86
Total Return, at Net Asset Value3		2.56%		18.52%		1.86%		(0.55)%		16.09%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	39,483	$	43,683	$	44,700	$	56,284	$	69,338
Average net assets (in thousands)	$	42,159	$	44,174	$	50,331	$	63,592	$	71,783
Ratios to average net assets:4,5
Net investment income		1.33%		1.86%		2.05%		2.12%		1.03%
Total expenses6		1.63%		1.68%		1.70%		1.67%		1.61%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.56%		1.60%		1.62%		1.59%		1.61%
Portfolio turnover rate		43%		37%		59%		82%		204%	7

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	1.64	%
Year Ended October 31, 2013	1.69	%
Year Ended October 31, 2012	1.70	%
Year Ended October 31, 2011	1.67	%
Year Ended October 29, 2010	1.61	%

7. 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

See accompanying Notes to Consolidated Financial Statements.

51      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

	Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	October 31,		October 31,		October 31,		October 31,		October 29,
Class Y	2014		2013		2012		2011		2010  1
Per Share Operating Data
Net asset value, beginning of period	$	17.26	$	14.69	$	14.80	$	15.07	$	13.05
Income (loss) from investment operations:
Net investment income2		0.32		0.40		0.38		0.42		0.23
Net realized and unrealized gain (loss)		0.22		2.41		(0.03)		(0.42)		1.95
Total from investment operations		0.54		2.81		0.35		0.00		2.18
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.38)		(0.24)		(0.46)		(0.27)		(0.16)
Net asset value, end of period	$	17.42	$	17.26	$	14.69	$	14.80	$	15.07
Total Return, at Net Asset Value3		3.17%		19.26%		2.53%		(0.04)%		16.80%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	40,652	$	37,264	$	31,958	$	36,291	$	35,843
Average net assets (in thousands)	$	39,075	$	33,958	$	33,356	$	38,475	$	35,361
Ratios to average net assets:4,5
Net investment income		1.86%		2.47%		2.65%		2.70%		1.64%
Total expenses6		1.09%		1.06%		1.09%		1.11%		1.01%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.02%		0.98%		1.01%		1.03%		1.01%
Portfolio turnover rate		43%		37%		59%		82%		204%	7

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	1.10	%
Year Ended October 31, 2013	1.07	%
Year Ended October 31, 2012	1.09	%
Year Ended October 31, 2011	1.11	%
Year Ended October 29, 2010	1.01	%

7. 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

See accompanying Notes to Consolidated Financial Statements.

52      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS October 31, 2014

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 (“1940 Act”), as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

    The Fund offers Class A, Class C, Class I, Class R 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. As of July 1, 2014, Class N shares were renamed Class R shares. Class N shares subject to a contingent deferred sales charge (“CDSC”) on July 1, 2014, will continue to be subject to a CDSC after the shares are renamed. Purchases of Class R shares occurring on or after July 1, 2014, will not be subject to a CDSC upon redemption. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. 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.

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

53      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies (Continued)

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 October 31, 2014, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:

	When-Issued or Delayed Delivery Basis Transactions
Purchased securities		$2,700,738
Sold securities		890,465

Credit Risk. The Fund invests in high-yield, non-investment-grade bonds, which may be subject to a greater degree of credit risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they become due. The Fund may acquire securities that have missed an interest payment, and is not obligated to dispose of securities whose issuers or underlying obligors subsequently miss an interest payment. Information concerning securities not accruing interest as of October 31, 2014 is as follows:

Cost	$315,293
Market Value	$1,631
Market value as % of Net Assets	Less than 0.005%

Basis for Consolidation. The Fund has established a Cayman Islands exempted company, Oppenheimer Global Allocation Fund (Cayman) Ltd., which is wholly-owned and controlled by the Fund (the “Subsidiary”). The Fund and Subsidiary are both managed by the Manager. The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked derivatives (including commodity futures, financial futures, options and swap contracts) and certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions. Investments in the Subsidiary are expected to provide the Fund with exposure to commodities markets within the limitations of the federal tax requirements that apply to the Fund. The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund.

    The financial statements have been consolidated and include accounts of the Fund and the Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated. At October 31, 2014, the Fund owned 2,921 shares with a market value of $14,702,027.

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

54      OPPENHEIMER GLOBAL ALLOCATION FUND

1. Significant Accounting Policies (Continued)

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

Investment in Oppenheimer Master Funds. The Fund is permitted to invest in entities sponsored and/or advised by the Manager or an affiliate. Certain of these entities in which the Fund invests are mutual funds registered under the Investment Company Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC and Oppenheimer Master Event-Linked Bond Fund, LLC (the “Master Funds”). Each Master Fund has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Master Fund than in another, the Fund will have greater exposure to the risks of that Master Fund.

    The investment objective of Oppenheimer Master Loan Fund, LLC is to seek income. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek total return. The Fund’s investments in the Master Funds are included in the Consolidated 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 New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

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

55      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies (Continued)

reported with all other foreign currency gains and losses in the Fund’s Consolidated Statement of Operations.

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

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

    Subchapter M requires, among other things, that at least 90% of the Fund’s gross income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). Income from commodity-linked derivatives may not be treated as “qualifying income” for purposes of the 90% gross income requirement. The Internal Revenue Service (IRS) has previously issued a number of private letter rulings which conclude that income derived from commodity index-linked notes and investments in a wholly-owned subsidiary will be “qualifying income.” As a result, the Fund will gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

    The IRS has suspended the granting of private letter rulings pending further review. As a result, there can be no assurance that the IRS will not change its position with respect to commodity-linked notes and wholly-owned subsidiaries. In addition, future legislation and guidance from Treasury and the IRS may adversely affect the fund’s ability to gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

    The Fund is required to include in income for federal income tax purposes all of the subsidiary’s net income and gains whether or not such income is distributed by the subsidiary. Net income and gains from the subsidiary are generally treated as ordinary income by the Fund, regardless of the character of the subsidiary’s underlying income. Net losses from the subsidiary do not pass through to the Fund for federal income tax purposes.

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

56      OPPENHEIMER GLOBAL ALLOCATION FUND

1. Significant Accounting Policies (Continued)

					Net Unrealized
					Appreciation
					Based on cost of
					Securities and
Undistributed	Undistributed		Accumulated		Other Investments
Net Investment	Long-Term		Loss		for Federal Income
Income	Gain		Carryforward1,2,3		Tax Purposes
$10,727,696		$—		$734,778,384		$222,471,224

1. As of October 31, 2014, the Fund had $734,778,384 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
2016	$	324,304,938
2017		410,473,446
Total	$	734,778,384

2. During the fiscal year ended October 31, 2014, the Fund utilized $57,021,311 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended October 31, 2013, the Fund utilized $96,482,419 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

Accordingly, the following amounts have been reclassified for October 31, 2014. Net assets of the Fund were unaffected by the reclassifications.

Reduction	Reduction
to Accumulated	to Accumulated Net
Net Investment	Realized Loss
Income	on Investments
$7,869,501		$7,869,501

The tax character of distributions paid during the years ended October 31, 2014 and October 31, 2013 was as follows:

	Year Ended October 31, 2014		Year Ended October 31, 2013
Distributions paid from:
Ordinary income	$	32,091,769	$	17,521,663

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of October 31, 2014 are noted in the following table. The primary difference

57      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies (Continued)

between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	1,406,063,611
Federal tax cost of other investments		(12,347,970	)
Total federal tax cost	$	1,393,715,641
Gross unrealized appreciation	$	356,686,685
Gross unrealized depreciation		(134,215,461	)
Net unrealized appreciation	$	222,471,224

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.

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

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

Custodian Fees. “Custodian fees and expenses” in the Consolidated 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

58      OPPENHEIMER GLOBAL ALLOCATION FUND

1. Significant Accounting Policies (Continued)

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.

    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

59      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

2. Securities Valuation (Continued)

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.

    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.

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

60      OPPENHEIMER GLOBAL ALLOCATION FUND

2. Securities Valuation (Continued)

information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the 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.

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.

61      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

2. Securities Valuation (Continued)

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities as of October 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	110,670,311		$	65,023,654		$	—	$	175,693,965
Consumer Staples		62,304,796			37,845,400			—		100,150,196
Energy		40,348,775			17,590,960			—		57,939,735
Financials		120,111,303			72,181,673			4		192,292,980
Health Care		154,619,050			33,769,660			—		188,388,710
Industrials		82,087,039			63,392,088			—		145,479,127
Information Technology		183,986,301			66,179,483			��		250,165,784
Materials		14,989,237			16,034,645			352		31,024,234
Telecommunication Services		8,134,484			14,112,226			—		22,246,710
Utilities		6,170,754			105,782			—		6,276,536
Preferred Stocks		7,155,923			7,716,574			—		14,872,497
Rights, Warrants and Certificates		173,179			—			—		173,179
Non-Convertible Corporate Bonds and Notes		—			128,898,594			40		128,898,634
Corporate Loans		—			16,424,064			1,631		16,425,695
Exchange-Traded Options Purchased		3,239,500			5,530,000			—		8,769,500
Investment Companies		—			297,133,288			—		297,133,288
Total Investments, at Value		793,990,652			841,938,091			2,027		1,635,930,770
Other Financial Instruments:
Futures contracts		10,142,286			—			—		10,142,286
Foreign currency exchange contracts		—			11,914			—		11,914
Total Assets	$	804,132,938		$	841,950,005		$	2,027	$	1,646,084,970
Liabilities Table
Other Financial Instruments:
Options written, at value	$	—		$	(600,000	)	$	—	$	(600,000	)
Futures contracts		(29,290,380	)		—			—		(29,290,380	)
Total Liabilities	$	(29,290,380	)	$	(600,000	)	$	—	$	(29,890,380	)

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

62      OPPENHEIMER GLOBAL ALLOCATION FUND

2. Securities Valuation (Continued)

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

	Transfers out of Level 1			Transfers into Level 1			Transfers out of Level 2			Transfers into Level 2			Transfers into Level 3
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	—		$	4,541,055	a	$	(4,541,055	)a	$	—		$	—
Consumer Staples		—			8,838,668	a		(8,838,668	)a		—			—
Financials		(2,042,409	)b		8,340,646	a		(8,340,646	)a		2,042,40	9b		—
Health Care		—			528,234	a		(528,234	)a		—			—
Industrials		—			1,442,905	a		(1,442,905	)a		—			—
Corporate Loans		—			—			(289,618	)c		—			289,618	c
Total Assets	$	(2,042,409	)	$	23,691,508		$	(23,981,126	)	$	2,042,409		$	289,618

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

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

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

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:

	Year Ended October 31, 2014						Year Ended October 31, 2013
	Shares			Amount			Shares			Amount
Class A
Sold		4,725,514		$	81,989,635			5,284,040		$	84,264,351
Dividends and/or distributions reinvested		1,361,783			23,274,224			856,406			13,475,276
Redeemed		(11,997,612	)		(208,095,711	)		(14,903,832	)		(236,429,212	)
Net decrease		(5,910,315	)	$	(102,831,852	)		(8,763,386	)	$	(138,689,585	)
Class B
Sold		64,944		$	1,090,813			49,266		$	780,124
Dividends and/or distributions reinvested		65,832			1,089,088			27,521			412,759
Redeemed		(1,812,134	)		(30,522,431	)		(2,199,862	)		(33,817,010	)
Net decrease		(1,681,358	)	$	(28,342,530	)		(2,123,075	)	$	(32,624,127	)
Class C
Sold		1,181,122		$	19,864,976			1,277,126		$	19,804,767
Dividends and/or distributions reinvested		219,806			3,642,988			86,185			1,301,190
Redeemed		(2,616,808	)		(44,059,338	)		(3,284,095	)		(50,762,078	)
Net decrease		(1,215,880	)	$	(20,551,374	)		(1,920,784	)	$	(29,656,121	)

63      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

3. Shares of Beneficial Interest (Continued)

	Year Ended October 31, 2014						Year Ended October 31, 2013
	Shares			Amount			Shares			Amount
Class I
Sold		151,132		$	2,581,973			58,815		$	956,098
Dividends and/or distributions reinvested		1,121			19,184			133			2,230
Redeemed		(23,126	)		(400,557	)		(14,689	)		(240,344	)
Net increase		129,127		$	2,200,600			44,259		$	717,984
Class R1
Sold		279,679		$	4,768,684			346,258		$	5,427,902
Dividends and/or distributions reinvested		41,128			691,463			24,106			371,919
Redeemed		(587,624	)		(10,023,450	)		(888,780	)		(13,921,121	)
Net decrease		(266,817	)	$	(4,563,303	)		(518,416	)	$	(8,121,300	)
Class Y
Sold		566,540		$	9,836,794			401,300		$	6,467,550
Dividends and/or distributions reinvested		45,107			771,596			28,910			456,453
Redeemed		(436,944	)		(7,571,308	)		(446,374	)		(7,064,411	)
Net increase (decrease)		174,703		$	3,037,082			(16,164	)	$	(140,408	)

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

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 year ended October 31, 2014 were as follows:

	Purchases		Sales
Investment securities	$	733,948,881	$	928,726,447

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

64      OPPENHEIMER GLOBAL ALLOCATION FUND

5. Fees and Other Transactions with Affiliates (Continued)

The Fund’s management fee for the fiscal year ended October 31, 2014 was 0.79% of average annual net assets before any applicable waivers.

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

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Consolidated Statement of Operations and Financial Highlights, respectively.

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

Trustees’ Compensation. The Fund 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 year ended October 31, 2014, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	12,107
Payments Made to Retired Trustees		97,659
Accumulated Liability as of October 31, 2014		584,585

The Fund’s Board of Trustees (“Board”) has adopted a compensation deferral plan for Independent Trustees that enables Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds

65      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Fees and Other Transactions with Affiliates (Continued)

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 Consolidated 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.

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 pursuant to Rule 12b-1 under the 1940 Act. 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 Consolidated Statement of Operations.

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

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

66      OPPENHEIMER GLOBAL ALLOCATION FUND

5. Fees and Other Transactions with Affiliates (Continued)

Year 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 R Contingent Deferred Sales Charges Retained by Distributor
October 31, 2014		$282,847		$1,191		$73,729		$13,430		$876

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary and may not be terminated unless approved by the Fund’s Board of Trustees. During the year ended October 31, 2014, the Manager waived $118,876.

    The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investments in IMMF, Oppenheimer Ultra Short Duration Fund and Master Funds. During the year ended October 31, 2014, the Manager waived fees and/or reimbursed the Fund $1,143,811 for management fees.

    The Transfer Agent has contractually agreed to limit transfer and shareholder servicing agent fees for Classes B, C, R 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. The limit was removed on February 28, 2014.

During the year ended October 31, 2014, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:

Class A	$	8,663
Class B		36,062
Class C		1,545
Class R		508
Class Y		1,165

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

6. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments 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. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

67      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

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

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.

    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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

    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.

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

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.

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

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date. Such contracts are traded in the OTC inter-bank currency dealer market.

    Forward contracts are reported on a schedule following the Consolidated Statement of Investments. The unrealized appreciation (depreciation) is reported in the Consolidated Statement of Assets and Liabilities as a receivable (or payable) and in the Consolidated 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 Consolidated Statement of Operations.

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

    During the year ended October 31, 2014, the Fund had daily average contract amounts on forward contracts to sell of $76,957.

    Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty to a forward contract will default and fail to perform its obligations to the Fund.

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, 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 and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

    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 in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

    Futures contracts are reported on a schedule following the Consolidated Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Consolidated Statement of

69      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

Investments. Cash held by a futures commission merchant 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 Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Consolidated Statement of Operations. Realized gains (losses) are reported in the Consolidated Statement of Operations at the closing or expiration of futures contracts.

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

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

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

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

    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 year ended October 31, 2014, the Fund had an ending monthly average market value of $243,683,252 and $155,035,685 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, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

    Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). 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 Consolidated 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 Consolidated 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.

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

    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 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.

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

    During the year ended October 31, 2014, the Fund had an ending monthly average market value of $11,546,324 and $3,973,601 on purchased call options and purchased put options, respectively.

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

    The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. 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 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.

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

    During the year ended October 31, 2014, the Fund had an ending monthly average market value of $1,620,000 and $2,533,404 on written call options and written put options, respectively.

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

Written option activity for the year ended October 31, 2014 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, 2013		115,000		$	10,998,142			4,000		$	10,667,858
Options written		540,000			22,478,729			91,100			21,492,719
Options closed or expired		(315,000	)		(18,739,945	)		(12,850	)		(9,955,604	)
Options exercised		(340,000	)		(14,736,926	)		(81,250	)		(21,208,011	)
Options outstanding as of October 31, 2014		–		$	–			1,000		$	996,962

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, the price or volatility of asset or non-asset references, or the occurrence of a credit event, over a specified period. Swaps can be executed in a bi-lateral privately negotiated arrangement with a dealer in an OTC transaction (“OTC swaps”) or executed on a regulated market. Certain swaps, regardless of the venue of their execution, are required to be cleared through a clearinghouse (“centrally cleared swaps”). Swap contracts may include interest rate, equity, debt, index, total return, credit default, currency, and volatility swaps.

    Swap contracts are reported on a schedule following the Consolidated Statement of Investments. The values of centrally cleared swap and OTC swap contracts are aggregated by positive and negative values and disclosed separately on the Consolidated Statement of Assets and Liabilities. 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, if any, at termination or settlement. The net change in this amount during the period is included on the Consolidated 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 Consolidated Statement of Operations.

    Swap contract agreements are exposed to the market risk factor of the specific underlying reference rate or 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 have embedded leverage, they can expose the Fund to substantial risk in the isolated market risk factor.

Volatility Swap Contracts. A volatility swap is an agreement between counterparties to exchange periodic payments based on the measured volatility of a reference security, index, currency or other reference investment over a specified time frame. One cash flow is typically based on the realized volatility of the reference investment as measured by changes in its price or level over the specified time period while the other cash flow is based on a specified rate representing expected volatility for the reference investment at

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

the time the swap is executed, or the measured volatility of a different reference investment over the specified time period. The appreciation or depreciation on a volatility swap will typically depend on the magnitude of the reference investment’s volatility, or size of the movements in its price, over the specified time period, rather than general directional increases or decreases in its price.

Volatility swaps are less standard in structure than other types of swaps and provide pure, or isolated, exposure to volatility risk of the specific underlying reference investment. Volatility swaps are typically used to speculate on future volatility levels, to trade the spread between realized and expected volatility, or to decrease the volatility exposure of investments held by the Fund.

Variance swaps are a type of volatility swap where counterparties agree to exchange periodic payments based on the measured variance (or the volatility squared) of a reference security, index, or other reference investment over a specified time period. At payment date, a net cash flow will be exchanged based on the difference between the realized variance of the reference investment over the specified time period and the specified rate representing expected variance for the reference investment at the time the swap is executed multiplied by the notional amount of the contract.

The Fund has entered into variance swaps to decrease exposure to the volatility risk of various reference investments. These types of volatility swaps require the Fund to make a payment if the measured price variance of the reference asset is less than the specified fixed rate. If the measured variance of the related reference investment increases over the period, the swaps will appreciate in value. Conversely, if the measured variance of the related reference investment decreases over the period, the swaps will depreciate in value.

For the year ended October 31, 2014, the Fund had ending monthly average notional amounts of $3,179 on volatility swaps which receive measured volatility/variance, respectively.

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

As of October 31, 2014, the Fund had no such volatility swap agreements outstanding.

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

    The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC options purchased, the Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by the Fund should the counterparty fail to perform under the contracts. Options written by the Fund do not typically give rise to counterparty credit risk, as options written generally obligate the Fund and not the counterparty to perform.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

    To reduce counterparty risk with respect to OTC transactions, the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps, options, swaptions, and forward currency exchange contracts for each individual counterparty. 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 ISDA 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.

    ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

    For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Consolidated Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

    The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

    With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

    There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

    Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

    Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

    For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Consolidated Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

The following table presents by counterparty the Fund’s OTC derivative assets net of the related collateral posted for the benefit of the Fund at October 31, 2014:

	Gross Amounts Not Offset in the Consolidated
			Statement of Assets & Liabilities
Counterparty	Gross Amount of Assets in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset		Financial Instruments Collateral Received**		Cash Collateral Received**		Net Amount
Bank of America NA	$	11,914	$	—	$	—	$	—	$	11,914

*OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to cleared swaps and futures are excluded from these reported amounts.

**Reported collateral posted for the benefit of the Fund within this table is limited to the net outstanding amount due from an individual counterparty. The collateral posted for the benefit of the Fund may exceed these amounts.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Consolidated Statement of Assets and Liabilities as of October 31, 2014:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Consolidated Statement of Assets and Liabilities Location	Value			Consolidated Statement of Assets and Liabilities Location	Value
Equity contracts					Variation margin payable	$	4,586,312	*
Interest rate contracts					Variation margin payable		546,820	*
Volatility contracts	Variation margin receivable	$	700,000	*	Variation margin payable		650,000	*
Foreign exchange contracts	Unrealized appreciation on foreign currency exchange contracts		11,914
Equity contracts
Equity contracts	Investments, at value		7,769,500	**
Equity contracts	Investments, at value		1,000,000	**	Options written, at value		600,000
Total		$	9,481,414			$	6,383,132

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

**Amounts relate to purchased option contracts and purchased swaption contracts.

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

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			Swap contracts		Total
Equity contracts	$	(11,999,797	)	$	9,955,604	$	(167,812	)	$	—	$	(2,212,005	)
Interest rate contracts		(1,197,402	)		—		6,285,331			—		5,087,929
Volatility contracts		(48,995,905	)		16,188,181		(5,401,721	)		2,469,564		(35,739,881	)
Total	$	(62,193,104	)	$	26,143,785	$	715,798		$	2,469,564	$	(32,863,957	)

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

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		Swap contracts		Total
Equity contracts	$	2,208,114	$	335,792	$	(29,223,086)	$	—	$	—	$	(26,679,180)
Foreign exchange contracts		—		—		—		11,914		—		11,914

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives (Continued)
Derivatives Not Accounted for as Hedging Instruments	Investments*		Option contracts written			Futures contracts			Translation of assets and liabilities denominated in  foreign currencies		Swap contracts			Total
Interest rate contracts	$	—	$	—		$	2,444,106		$	—	$	—		$	2,444,106
Volatility contracts		9,301,542		(4,434,830	)		5,840,530			—		(1,493,798	)		9,213,444
Total	$	11,509,656	$	(4,099,038	)	$	(20,938,450	)	$	11,914	$	(1,493,798	)	$	(15,009,716	)

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

7. Restricted Securities

As of October 31, 2014, 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 Consolidated Statement of Investments. Restricted securities are reported on a schedule following the Consolidated Statement of Investments.

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

8. Pending Litigation (Continued)

outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer Funds.

78      OPPENHEIMER GLOBAL ALLOCATION FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying consolidated statement of assets and liabilities of Oppenheimer Global Allocation Fund (a series of Oppenheimer Quest for Value Funds) and subsidiary, including the consolidated statement of investments, as of October 31, 2014, and related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years or periods in the five-year period then ended. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audits.

    We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Global Allocation Fund and subsidiary as of October 31, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

December 22, 2014

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FEDERAL INCOME TAX INFORMATION Unaudited

In early 2014, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2013.

    Dividends, if any, paid by the Fund during the fiscal year ended October 31, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 30.05% to arrive at the amount eligible for the corporate dividend-received deduction.

    A portion, if any, of the dividends paid by the Fund during the fiscal year ended October 31, 2014 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $18,471,151 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2014, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

    Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended October 31, 2014, the maximum amount allowable but not less than $15,035,693 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

80      OPPENHEIMER GLOBAL ALLOCATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND

SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

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

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

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

    The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Sub-Adviser’s advisory, administrative, accounting, legal, compliance

81      OPPENHEIMER GLOBAL ALLOCATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND

SUB-ADVISORY AGREEMENTS Unaudited / Continued

services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mark Hamilton and Benjamin Rockmuller, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

    Investment Performance of the Adviser and the Fund. Throughout the year, the Adviser provided information on the investment performance of the Fund, including comparative performance information. The Board also reviewed information, prepared by the Adviser and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail funds in the world allocation category. The Board noted that the Fund’s one- and five-year performance was better than its category median although its three- and ten-year performance was below its category median.

    Costs of Services by the Adviser. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load world allocation funds with comparable asset levels and distribution features. The Fund’s contractual management fees were lower than its peer group median and category median. The Fund’s total expenses were higher than its peer group median and category median.

    Economies of Scale and Profits Realized by the Managers. The Board considered information regarding OFI Global’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

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

    Conclusions. These factors were also considered by the independent Trustees meeting separately from the full Board, assisted by experienced counsel to the Fund and to the independent Trustees. Fund counsel and the independent Trustees’ counsel are independent

82      OPPENHEIMER GLOBAL ALLOCATION FUND

of the Managers within the meaning and intent of the Securities and Exchange Commission Rules.

    Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreements through September 30, 2015. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.

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

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

Householding—Delivery of Shareholder Documents

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

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

84      OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2001) Year of Birth: 1943	Director and Vice Chairman of Community Foundation of the Florida Keys (non-profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
David K. Downes, Trustee (since 2005) Year of Birth: 1940	Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006-June2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held

85      OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued

David K. Downes, Continued	the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Matthew P. Fink, Trustee (since 2009) Year of Birth: 1941	Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948	Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), NATO Supreme Allied Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 52 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

86      OPPENHEIMER GLOBAL ALLOCATION FUND

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959	Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004-April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management – Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management-Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Mary F. Miller, Trustee (since 2009) Year of Birth: 1942	Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joel W. Motley, Trustee (since 2009) Year of Birth: 1952	Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since December 2010); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joanne Pace, Trustee (since 2012) Year of Birth: 1958	Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March 2012); Advisory Board Director of The Agile Trading Group LLC (since March 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December 2012); Advisory Council Member of Morgan

87      OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Joanne Pace, Continued	Stanley Children’s Hospital (non-profit) (since May 2012); Board Director of The Komera Project (non-profit) (since April 2012); New York Advisory Board Director of Peace First (non-profit) (since March 2010); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.
Peter I. Wold, Trustee (since 2009) Year of Birth: 1948	Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (since July 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June

88      OPPENHEIMER GLOBAL ALLOCATION FUND

William F. Glavin, Jr., Continued	2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Hamilton, Rockmuller, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Mark Hamilton Vice President (since 2013) Year of Birth: 1965	Chief Investment Officer, Asset Allocation of the Sub-Adviser (since April 2013) and a Senior Vice President of the Sub-Adviser (since April 2013). Mr. Hamilton served at AllianceBernstein L.P. (from 1994-2013), as an Investment Director of Dynamic Asset Allocation (from 2010-2013), Head of North American Blend Team (from 2009-2010), and Senior Portfolio Manager of Blend Strategies (from 2006-2010). A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
Benjamin H. Rockmuller, Vice President (since 2011) Year of Birth: 1979	Vice President of the Sub-Adviser (since September 2010); Assistant Vice President of the Sub-Adviser (January 2010-August 2010); Portfolio Manager of the Sub-Adviser (since July 2010); Senior Analyst of the Sub-Adviser for the Global Debt Team (January 2010-July 2010); Intermediate Analyst of the Sub-Adviser for

89      OPPENHEIMER GLOBAL ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Benjamin H. Rockmuller, Continued	the Global Debt Team (January 2007-January 2010); Junior Analyst of the Sub-Adviser for the Global Debt Team (April 2004-January 2007) and Junior Analyst of the Sub-Adviser for the High Yield Team (June 2003-April 2004). A portfolio manager and an officer in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.

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Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973

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

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959

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

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

91      OPPENHEIMER GLOBAL ALLOCATION FUND

OPPENHEIMER GLOBAL ALLOCATION FUND

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Legal Counsel	Kramer Levin Naftalis & Frankel LLP

^© 2014 OppenheimerFunds, Inc. All rights reserved.

92      OPPENHEIMER GLOBAL ALLOCATION FUND

PRIVACY POLICY NOTICE

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

Information Sources

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

— Applications or other forms

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

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PRIVACY POLICY NOTICE Continued

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., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2014. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

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Table of Contents

Fund Performance Discussion	3
Portfolio Positioning	13
Fund Expenses	17
Consolidated Statement of Investments	19
Consolidated Statement of Assets and Liabilities	28
Consolidated Statement of Operations	30
Consolidated Statements of Changes in Net Assets	32
Consolidated Financial Highlights	33
Notes to Consolidated Financial Statements	39
Report of Independent Registered Public Accounting Firm	67
Federal Income Tax Information	68
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements	69
Portfolio Proxy Voting Policies and Procedures; Updates to Consolidated Statement of Investments	72
Trustees and Officers	73
Privacy Policy Notice	81

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 10/31/14

	Class A Shares of the Fund
	Without Sales Charge			With Sales Charge			S&P 500 Index			HFRI Fund Weighted   Composite Index
1-Year		8.82	%		2.57	%		17.27	%		4.99	%
5-Year		3.98			2.75			16.69			5.13
10-Year		4.14			3.53			8.20			5.58

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. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call
1.800.CALL OPP (225.5677).

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Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a total return of 8.82% for the twelve month period ending 10/31/14. The Fund outperformed its benchmark, the HFRI Fund Weighted Composite Index, which returned 4.99%, by 383 basis points. The Fund also meaningfully outperformed its peers in the Morningstar Multialternative category, which produced an average return of 2.87% during the same period, by 595 basis points. The Fund’s Equity Hedge strategy was the largest contributor to performance followed by its Long/Short Credit strategy. The Relative Value strategy was a modest contributor to performance while the Global Macro strategy was a detractor. In fact, the Fund’s Equity Hedge strategy, which consists of long and short positions in equities, generated a total return of 16.63%, outperforming the HFRI Long/Short Equity Index (which represents the long/short equity portion of the benchmark), by 1,206 basis points over the reporting period. (These long/short equity returns are reported gross of fees and before any cash allocation. We report these numbers separately to provide some insight into how this part of the Fund performed as compared to the equity portion of the benchmark. All other performance numbers are reported net of fees.) Finally, Morningstar ranked the Fund’s Class A shares in the second percentile (7 out of 313 funds) in the Multialternative category for the one-year period ended 10/31/14 (ranking is based on total return without considering sales charges.)

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

Endnotes for this discussion begin on page 15.

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The Fund is designed to pursue strong risk-adjusted returns on a long-term basis in a variety of market conditions by employing broad and flexible alternative mandates across capital structures and asset classes. The Fund seeks to provide investors with strong risk-adjusted returns that have low sensitivity to traditional market factors over the long term. The investment team’s process has an underlying value philosophy that combines bottom-up and top-down fundamental analysis for security selection and portfolio construction. The Fund is able to invest both long and short across many asset classes. The investment team’s views are expressed across four alternative investment strategies including Equity Hedge, Long/Short Credit, Global Macro and Relative Value, which are designed to make the Fund truly flexible. Although many investors focus on the short-term outlook when considering potential investments, the Fund utilizes a long-term approach. We look at changing dynamics on both a macroeconomic and microeconomic basis over a multi-year time horizon to uncover investment opportunities which emerge from change.

The Fund is designed to provide investors with strong risk-adjusted returns, high alpha, low beta, low volatility and good downside risk mitigation. Our strategy seeks to offer investors access to idiosyncratic returns, which means the Fund marches to the beat of its own drum, not that of the broader equity and fixed income

markets. This characteristic helps to explain the Fund’s low beta of 0.22 to the S&P 500 Index and its negative beta of 0.05 to the Barclays U.S. Aggregate Bond Index for the period from 3/31/12 to 9/30/14.

We believe that upside/downside capture ratios are an important measure of the Fund’s downside protection. The upside capture ratio is the cumulative performance of the Fund in all up months divided by the cumulative return of its benchmark. The downside capture ratio is the opposite. For the period from 3/31/12 to 9/30/14, the Fund’s upside capture was 83% and its downside capture was 41% versus the HFRI Fund Weighted Composite Index. This demonstrates that the Fund has been able to deliver much more upside than downside, with the Fund capturing 83% of the upside of the HFRI Fund Weighted Composite Index in up markets, and capturing only 41% of the downside of the HFRI Fund Weighted Composite Index in down markets. In contrast, the Morningstar Multialternative peer group had an upside capture of 62% and a downside capture of 107% versus the HFRI Fund Weighted Composite Index over the same period, which means it too has delivered asymmetric returns but in the wrong direction. We believe our upside/downside capture ratio is a testament to the Fund’s intelligent blending of multiple strategies and asset classes as well as its ability to generate idiosyncratic and asymmetric returns.

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The periodic sharp declines in the equity markets this year, including the selloffs in January and September/October, suggest that investors should remain mindful of risk. The partisan dysfunction in Washington continues unabated, structural flaws in Europe and Japan remain unresolved, the emerging markets and many developed markets are stuck in low gear, the Eurozone is on recession watch, and continuing issues in Russia/Ukraine, the Middle East and West Africa have caused spikes in geopolitical risk. Highly accommodative central banks around the world, the Federal Reserve’s (the “Fed”) measured pace of tapering and extremely low market volatility for the last two years have helped to mask structural weaknesses that remain unaddressed. The Fund’s multi-asset class approach offers the flexibility to navigate what we see as a dynamic, unpredictable and still challenging environment.

MARKET OVERVIEW

For the twelve month period ending October 31, 2014, market movements continued to be driven by central bank policies. Through the end of 2013, central banks around the world maintained their accommodative policies that resulted in a rally among risk markets. In the U.S., the Fed began tapering its most recent quantitative easing (“QE”) program in January 2014 and completed the process (thereby ending the program’s purchases) on October 31. The Fed reduced its

monthly purchases of U.S. government Treasuries and mortgage-backed securities (“MBS”) in steady $10 billion increments, which helped reduced market volatility and enabled investors to prepare for a post-QE market environment. The QE program was designed to help boost the U.S. economy by keeping mortgage rates and other long-term interest rates low, but a primary benefit to investors has turned out to be its contribution to asset price inflation.

The U.S. equity market had several sharp selloffs in 2014. Starting in January, parts of the U.S. faced unusually cold weather, economic data began to weaken and the Fed announced another $10 billion reduction in monthly purchases of Treasuries and MBS at its second consecutive meeting. Investors reacted strongly as volatility spiked and the S&P 500 Index fell 5.5% into early February. Equity markets in Europe and Japan also fell early in the year. However, interest rates reversed course from 2013 with the 10-year Treasury yield rallying 45 basis points into early February. Equity markets in the U.S. then recovered and began grinding higher as investors came to the realization that an end to QE did not necessarily imply an imminent increase in short-term interest rates.

Starting in mid-September, volatility spiked again as the Chicago Board Options Exchange Market Volatility Index (the

5 OPPENHEIMER FLEXIBLE STRATEGIES FUND

“CBOE VIX Index”) climbed 108% and the S&P 500 Index sold off 7.5% in a matter of weeks.¹ However, the market soon stabilized before going on to set a new all-time high on October 31, the final day of the QE program. Interest rates in the U.S. continued to rally through the end of the reporting period, with the 10-year Treasury yield falling 69 basis points to 2.34% by 10/31/14.

Turning to Europe, in an effort to address the sovereign debt crisis, persistently slow growth and the risk of deflation, the European Central Bank (“ECB”) adopted a number of policies designed to stimulate growth. However, while the U.S. embarked on what has become a series of successive QE programs, Europe has relied on a combination of austerity and stimulus in an effort to recover from the global financial crisis. Both strategies have resulted in disappointing economic growth, with GDP in the U.S. and Eurozone expanding at less than 1.50% in the first half of 2014. In Japan, which has been mired in economic weakness for years, the Abe administration has adopted even more aggressive economic policies (“Abenomics”) with the Bank of Japan (the “BoJ”) executing a massive QE program. However, the results have not been particularly impressive, with that economy slipping back into recession in the third quarter of 2014 following the

consumption tax increase. We believe there are significant risks and could be unintended consequences from such aggressive policies.

FUND REVIEW

Equity Hedge Strategy. The Fund’s Equity Hedge strategy was the major contributor to performance during the reporting period. In the long component of this strategy, the top performers were AerCap Holdings NV and Actavis plc, while the largest detractors were Noble Energy, Inc. and Canadian Natural Resources. In the short component of the strategy, the largest contributors were our positions in Cliffs Natural Resources Ltd. and Walter Energy, Inc., while the biggest detractors were SanDisk Corp. and BJ’s Restaurants, Inc.

AerCap, a global aircraft lessor based in Netherlands, was a positive contributor to performance. The acquisition of AIG’s aircraft leasing business (“ILFC”), which transformed the company into the largest leasing company in the world, was the primary positive catalyst for the stock. The company also benefited from a favorable aircraft leasing market outlook for 2014 on the back of strong demand, controlled supply, and increasing air traffic. The company also announced a series of positive earnings results, reflecting the favorable operating environment for aircraft

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

6 OPPENHEIMER FLEXIBLE STRATEGIES FUND

lessors. In addition, the company successfully integrated ILFC into its operations, generating more efficiencies than expected. The implications are that AerCap is on track to achieve its $1 billion+ (roughly $5/share) earnings run-rate target later this calendar year instead of in 2015, and that this should enable the company to regain its investment grade debt rating sooner than expected. The combination of these factors helped send the shares higher during the reporting period.

Actavis, a specialty pharmaceutical company that markets branded drugs for patients suffering from diseases principally in the central nervous system, gastroenterology and women’s health categories, also contributed to performance. The company sells approximately 1,000 generic and branded pharmaceutical products globally through operations in more than 60 countries. In early July, Actavis closed its acquisition of Forest Laboratories, which strengthened its existing gastroenterology business and expanded it into new areas of cognitive neuroscience, cardiovascular, respiratory, cystic fibrosis and infectious diseases. In addition to its organic growth potential, Actavis now has an improved tax structure and financial flexibility which allow it to consider additional acquisitions to bolster its branded and generic businesses. These factors could also potentially make it attractive as an acquisition target.

Noble Energy, a U.S. oil and natural gas exploration and production company,

detracted from performance during the period due largely to the decline in oil prices. Investors became concerned about Noble’s ability to drive 16-18% year-over-year annual growth for the next five years, with a development capital expenditure budget looking to be higher than the company’s operating cash flow. In addition, investors have been concerned with slowing production growth from the Wattenberg field due to a midstream bottleneck.

Canadian Natural Resources, a Canadian oil and natural gas exploration and production company, also detracted from performance due largely to the decline in oil prices. The company’s exposure to oil sands hurt in part because of investor perception that oil sands sit at the high end of the oil production cost curve. In addition, the company faced production hiccups at two of its key oil sands projects, Kirby and Primrose.

Our short positions in Cliffs Natural Resources (an iron ore producer) and Walter Energy (a metallurgical coal producer) contributed to performance during the period. These are positions we have owned since 2012 based on our thesis about the changing (and less steel intensive) growth profile in China. These short positions have worked extremely well so far, with the stock price of Walter Energy falling an impressive 93% from the start of the fourth quarter in 2012 to 10/31/14, while the stock price of Cliffs Natural Resources has fallen 71% over the same period. During the reporting

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period, a sharp rise in the U.S. dollar combined with declining commodity prices (including iron ore and met coal) helped drive these stocks lower, once again benefitting our short positions. Cliffs Natural Resources continues to struggle due to an oversupplied iron ore market and its position as a higher cost producer. Walter Energy has been hurt by a bloated cost structure against the backdrop of an oversupplied market as well. It also has a highly levered balance sheet, which raises the risk of bankruptcy.

Our short position in SanDisk detracted from performance as the company’s operations benefited from continued supply constraints in its core memory market. SanDisk was a key contributor to the industry’s discipline as it pulled back investment in new capacity in an effort to ensure the market remained in alignment. We think there is incremental risk to industry supply/demand balance going forward. For example, SanDisk has less flexibility to constrain supply going forward. The company’s underinvestment benefited the industry but negatively impacted SanDisk’s market share, and is starting to impact its ability to fulfill customer commitments. In addition, we expect lower cost memory from Samsung to enter the market in a more disruptive way in 2015.

Likewise, our short position in BJ’s Restaurants negatively impacted performance. Although the company faces many competitive issues within the casual dining industry, its results have benefited

from unexpected success in cost cutting. For now, management has been able to reduce the impact of commodity food inflation and has generated some kitchen-related labor cost savings. As investors gain a better understanding of these initiatives, we believe their attention will shift to BJ’s ability to drive traffic. We believe this will be more difficult for the company in light of the variety of competitors populating the industry.

Opportunistic Strategies. The Fund’s opportunistic strategies include Long/Short Credit, Global Macro and Relative Value. Long/Short Credit was a significant contributor to the Fund’s outperformance during the reporting period, Relative Value was a modest contributor, and Global Macro was a detractor. In terms of individual holdings, the top performers were our positions in senior bank loans through an investment in Oppenheimer Master Loan Fund, LLC, a non-residential mortgage-backed security (“RMBS”) and our short position in the yen. The largest detractors were our credit default swaps (“CDS”) on Italian and Austrian sovereign credit, and our long position in gold.

Within the Long/Short Credit strategy, our position in Oppenheimer Master Loan Fund, LLC was a meaningful contributor to performance during the period. Senior loans, with their floating rates, short durations, senior and secured place in the capital structure and relatively high yields, performed well in 2013 as interest rates backed up.

8 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Flows into the asset class were also strong early in the reporting period before they began to moderate and eventually turn negative. Nonetheless, a combination of reduced loan issuance, strong credit performance and increased collateralized loan obligation issuance offset negative flows into mutual funds and resulted in solid performance from senior loans. Defaults remained low throughout the period, and the asset class held up well during the market correction in September/October due to its senior and securitized position in the capital structure.

Also within the Long/Short Credit strategy, our position in Structured Asset Securities Corp. Mortgage Loan Trust, Series 2007 GEL2 A2, a front pay non-agency RMBS, contributed to performance. This bond is backed by residential mortgages. During the last twelve months, it began receiving principal payments as the senior A2 bond was paid off. This improvement in the bond’s cash flow characteristics resulted in an improvement in its valuation.

Our long U.S. dollar / short Japanese yen position, part of our Global Macro strategy, contributed to performance as well. The yen weakened dramatically as Japanese economic data disappointed, GDP contracted 7.1% in the second quarter, and the economy slipped into another recession in the third quarter. The rebound following the introduction of the consumption tax was

significantly weaker than expected, leading to expectations that more quantitative easing and currency devaluation would be needed to help revive growth. In fact, that is precisely what occurred as the BoJ doubled down on its QE program on October 31, sending the yen sharply lower versus the dollar. Against this backdrop, the Fed tapered its QE program steadily throughout 2014, and officially ended its program purchases on October 31. This normalization of monetary policy in the U.S. (at least on a relative basis) helped send the dollar sharply higher against a number of major currencies, including the yen.

Our long positions in Italian and Austrian CDS within the Global Macro strategy, which are functional short positions on Italian and Austrian sovereign credit, detracted from performance during the period. We believe that many structural weaknesses remain unaddressed in Europe, just as they do in the U.S. and Japan. However, continued support for peripheral Europe by the European Union decreased credit concerns for Italy and Austria, despite poor economic performance in those countries, which negatively impacted these CDS positions.

Finally, our long position in gold in the Global Macro strategy detracted from performance as the yellow metal fell by 11.3% (or $150) to $1,172 per troy ounce during the reporting period. After rising early in 2014, commodities in general were under

9 OPPENHEIMER FLEXIBLE STRATEGIES FUND

pressure in the second half of the period, and gold as well as the other precious metals were no exception. Investors wrestled with the anticipated ending in October of the Fed’s current QE program, while at the same time the ECB was launching its own QE effort and the BoJ continued to pump money into the economy. Partly as a result, the U.S. dollar rose sharply. At the same time, inflation expectations fell, real interest rates climbed, and investors became increasingly concerned about a potentially hawkish change in U.S. monetary policy. After the end of the third quarter, some of this reversed. All of these factors tend to be bearish for gold, and they helped to put pressure on pricing later in the reporting period.

OUTLOOK

The macro environment remains complex and we continue to see numerous cross currents. While equities look interesting versus bonds in the mid to longer term, we see a shorter-term disconnect between the strong performance in equities well in excess of earnings growth, and occurring despite negative earnings revisions. Simply put, the U.S. equity market moved meaningfully ahead of earnings growth in 2012-2013, and valuations climbed to the point where U.S. equities are no longer inexpensive, which means security selection really matters and volatility is likely to increase. Extremely accommodative monetary policies around the world have impacted all asset classes, including equities, and have been an important driver of rising asset prices during

the last several years. We believe that any normalization of rates and/or the withdrawal of central bank stimulus could pressure risk asset prices significantly. We also believe that there is more risk lurking beneath the surface of the market than many investors recognize, but it has been masked by unusually accommodative monetary policy, unusually low interest rates, unusually low volatility and adequate market liquidity.

More broadly, Treasury rates seem range bound in the near term absent some exogenous shock, with yields oscillating between 2% and 3%. In the longer run, however, we do not believe rates this low are sustainable. Although the economy expanded at less than 1.5% in the first half of 2014, that growth rate actually makes the U.S. look attractive compared to other geographic regions. Japan is becoming more desperate as consumption falls and evidence mounts that Abenomics is not working. Abenomics aimed to revive the Japanese economy with “three arrows.” The third arrow in the quiver—meaningful structural reform—is proving to be a significant challenge. The Japanese economy contracted 7.1% in the second quarter of 2014, and then slipped back into recession in the third quarter, despite the BoJ’s aggressive QE efforts. The economy is not bouncing back as expected from an increase in the consumption tax. In our view, early evidence that the market is becoming disillusioned with Abenomics will center around a weakening yen. Indeed, that is happening

10 OPPENHEIMER FLEXIBLE STRATEGIES FUND

today, and has been for some time. Additional evidence could involve investors’ loss of faith in the supposed omnipotence of the BoJ and the efficacy of its continuing QE efforts.

Against this backdrop, growth in Europe is stagnating with the three largest economies showing near zero to negative GDP growth in the third quarter. Last year, the ECB’s balance sheet was shrinking due to Long-Term Refinancing Operations (“LTRO”) funds being repaid while the balance sheet of the Fed was expanding as it bought $1.12 trillion of securities. Going into the end of 2014 and during 2015, we expect this to reverse as the Fed stops buying, LTRO payments abate and the ECB potentially expands its own QE efforts. It is precisely because growth is so slow in the Eurozone that the ECB is now considering administering its own form of QE six years after the U.S. first went down that path. While we believe that more stimulative monetary policy from the ECB could help inflate asset prices in the near term, we believe the real impediment to growth is the lack of meaningful structural reform over the last six years. As central banks in these regions resort to more aggressive policy, the Fed has ended its latest QE program, which is sending the dollar sharply higher against other currencies. Partly as a result of this, as well as issues specific to the various regions in question, we hold positions that are long the U.S. dollar and short other currencies. We believe this relative divergence in monetary policy could ultimately feed through

to interest rates. Currently, the moves that historically could have occurred in the rates markets are being pushed to the currency markets due to the central banks’ aggressive monetary policy holding rates low.

At the same time, we believe the U.S. economy still has attractive growth potential in certain areas. For example, we believe the energy renaissance is real and can have significant positive ripple effects through other parts of the economy. Our positions in chemical producers are partly a play on the differentiated costs of feedstock that result from cheap and abundant natural gas in the U.S. versus more scarce and expensive oil in Europe and elsewhere. This advantage still holds true even in a lower oil price environment as we have seen in the last few months. In addition, a variety of changes in the technology and pharmaceutical sectors could create a host of winners and losers, and could drive growth in a number of related areas. Nonetheless, we are mindful that U.S. equity valuations are pushing up against the edge of bubble territory after several years when S&P 500 Index performance ran well ahead of earnings growth, leading to significant multiple expansion. In addition, volatility has been artificially restrained by highly accommodative monetary policy, and could pick up again now that the Fed has ended its most recent QE program. In the past few years, whenever equities sold off, buyers typically stepped in quickly because valuations were still relatively attractive. Because valuations are less attractive today,

11 OPPENHEIMER FLEXIBLE STRATEGIES FUND

selloffs could be steeper and it could take longer for buyers to appear. Moreover, banking regulations are significantly stricter, the fixed income markets are a lot less liquid, and banks are holding significantly fewer bonds in inventory due to capital constraints. Under these circumstances, we believe that any softness in the markets could lead to more volatility on the fixed income side than we have seen in recent years.

Accordingly, we continue to pick our spots, selecting securities that we believe offer

attractive risk-adjusted returns. We remain focused on controlling volatility, mitigating downside risk, and generating returns that are both idiosyncratic and asymmetric. We expect to be in a low return world for a while. We believe that the ability to generate attractive returns efficiently and without taking on undue risk will be of greater value to investors in a low return world, and that is where our investment team’s efforts are focused.

Michelle Borré, CFA Portfolio Manager

12 OPPENHEIMER FLEXIBLE STRATEGIES FUND

 Portfolio Positioning

  LONG/SHORT CREDIT STRATEGY ALLOCATIONS

	Long		Short	Net
Asset Backed Securities	16.11	%	—%	16.11	%
Bank Loans	13.79		—	13.79
Non-Convertible Bonds	3.32		—	3.32
Non-Convertible Preferred Stocks	2.56		—	2.56
Municipal Bonds	0.29		—	0.29
Bond Futures	—		-1.53	-1.53

  EQUITY HEDGE STRATEGY ALLOCATIONS

	Long		Short	Net
Common Stocks	53.14	%	-24.89%	28.25	%
Convertible Bonds	0.42		—	0.42
Private Securities	0.11		—	0.11
Equity Total Return Swaps	0.77		—	0.77

  GLOBAL MACRO STRATEGY ALLOCATIONS

	Long		Short	Net
Credit Default Swaps	—	%	-8.55%	-8.55	%
Bond Futures	—		-7.64	-7.64
Swaptions	—		-6.46	-6.46
Currency Forwards	0.54		-5.45	-4.92
Commodity Futures	2.61		—	2.61
Bond Calls	1.63		—	1.63

Portfolio holdings and allocations are dollar-weighted based on assets and are subject to change. Holdings exclude cash and cash equivalents. As of 10/31/14, the Fund held 22.7% of total net assets in collateral cash held at prime brokers and 5.0% of total net assets in net cash. Totals may not equal individual weights due to rounding. Percentages are as of October 31, 2014. Negative weightings may result from the use of leverage. Leverage involves the use of various financial instruments or borrowed capital in an attempt to increase investment return. Leverage risks include potential for higher volatility, greater decline of the Fund’s net asset value and fluctuations of dividends and distributions paid by the Fund.

13 OPPENHEIMER FLEXIBLE STRATEGIES FUND

  RELATIVE VALUE STRATEGY ALLOCATIONS

	Long		Short	Net
Credit Default Swaps	3.13	%	-5.59%	-2.46	%
Bank Loans	2.45		—	2.45
TOTAL PORTFOLIO ALLOCATIONS
	Long		Short	Net
Long/Short Credit	36.07	%	-1.53%	34.54	%
Equity Hedge	54.44		-24.89	29.55
Global Macro	4.78		-28.10	23.32
Relative Value	5.57		-5.59	—
Total Portfolio	100.87	%	-60.12%	40.75	%

Portfolio holdings and allocations are dollar-weighted based on assets and are subject to change. Holdings exclude cash and cash equivalents. As of 10/31/14, the Fund held 22.7% of total net assets in collateral cash held at prime brokers and 5.0% of total net assets in net cash. Totals may not equal individual weights due to rounding. Percentages are as of October 31, 2014. Negative weightings may result from the use of leverage. Leverage involves the use of various financial instruments or borrowed capital in an attempt to increase investment return. Leverage risks include potential for higher volatility, greater decline of the Fund’s net asset value and fluctuations of dividends and distributions paid by the Fund.

14 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/14

	Inception Date		1-Year		5-Year			10-Year
Class A (QVOPX)		1/3/89		8.82%		3.98%			4.14%
Class B (QOPBX)		9/1/93		7.97%		3.08%			3.64%
Class C (QOPCX)		9/1/93		8.00%		3.20%			3.36%
Class I (QOPIX)		2/28/13		9.25%		7.40%	*		N/A
Class R (QOPNX)		3/1/01		8.54%		3.65%			3.80%
Class Y (QOPYX)		12/16/96		9.06%		4.26%			4.39%
AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 10/31/14
	Inception Date		1-Year		5-Year			10-Year
Class A (QVOPX)		1/3/89		2.57%		2.75%			3.53%
Class B (QOPBX)		9/1/93		2.97%		2.72%			3.64%
Class C (QOPCX)		9/1/93		7.00%		3.20%			3.36%
Class I (QOPIX)		2/28/13		9.25%		7.40%	*		N/A
Class R (QOPNX)		3/1/01		7.54%		3.65%			3.80%
Class Y (QOPYX)		12/16/96		9.06%		4.26%			4.39%

* Shows performance since inception.

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 shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. Prior to 7/1/14, Class R shares were named Class N shares. Beginning 7/1/14, new purchases of Class R shares will no longer be subject to a CDSC upon redemption (any CDSC will remain in effect for purchases prior to 7/1/14). There is no sales charge for Class I and 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.

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 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

15 OPPENHEIMER FLEXIBLE STRATEGIES 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. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. 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.

Morningstar ranked the Fund’s Class A shares in the 61^st percentile (66 out of 107 funds) and in the 40^th percentile (7 out of 16 funds) in the Multialternative category for the five-year and ten-year periods ended 10/31/14, respectively. Ranking is for Class A shares and ranking may include more than one share class of funds in the category, including other shares classes of the Fund. Ranking is based on total return as of 10/31/14, without considering sales charges. Different share classes may have different expenses and performance characteristic.

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.

16 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2014.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended October 31, 2014” to estimate the expenses you paid on your account during this period.

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

17 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Actual	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During 6 Months Ended October 31, 2014
Class A	$	1,000.00	$	1,019.50	$	11.11
Class B		1,000.00		1,015.80		15.00
Class C		1,000.00		1,015.70		15.00
Class I		1,000.00		1,022.00		8.75
Class R		1,000.00		1,018.40		12.33
Class Y		1,000.00		1,020.90		9.88
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,014.27		11.08
Class B		1,000.00		1,010.44		14.96
Class C		1,000.00		1,010.44		14.96
Class I		1,000.00		1,016.59		8.73
Class R		1,000.00		1,013.06		12.30
Class Y		1,000.00		1,015.48		9.85

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended October 31, 2014 are as follows:

Class	Expense Ratios
Class A		2.17	%
Class B		2.93
Class C		2.93
Class I		1.71
Class R		2.41
Class Y		1.93

The expense ratios reflect voluntary and/or contractual 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.

18 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF INVESTMENTSOctober 31, 2014

	Shares		Value
Common Stocks—50.7%
Consumer Discretionary—7.0%
Hotels, Restaurants & Leisure—1.4%
Brinker International, Inc.		219,599	$	11,779,290
Media—3.3%
Cinemark Holdings, Inc.1		363,000		12,821,160
Comcast Corp., Cl. A		248,400		13,748,940
				26,570,100
Multiline Retail—2.3%
Dollar General Corp.2		75,000		4,700,250
Macy’s, Inc.		207,300		11,986,086
Target Corp.		35,820		2,214,393
				18,900,729
Consumer Staples—2.0%
Beverages—0.6%
Coca-Cola Co. (The)		120,770		5,057,848
Tobacco—1.4%
Altria Group, Inc.1		108,000		5,220,720
Philip Morris International, Inc.1		69,500		6,186,195
				11,406,915
Energy—6.8%
Energy Equipment & Services—1.7%
Baker Hughes, Inc.1		111,300		5,894,448
Schlumberger Ltd.		83,000		8,188,780
				14,083,228
Oil, Gas & Consumable Fuels—5.1%
Canadian Natural Resources Ltd.		102,620		3,581,070
Chevron Corp.		55,540		6,662,023
ConocoPhillips		106,000		7,647,900
EOG Resources, Inc.		68,880		6,547,044
HollyFrontier Corp.		106,820		4,847,491
Noble Energy, Inc.		90,000		5,186,700
Valero Energy Corp.1		142,820		7,153,854
				41,626,082
Financials—6.9%
Commercial Banks—1.9%
Citigroup, Inc.		94,850		5,077,321
JPMorgan Chase & Co.		91,500		5,533,920
M&T Bank Corp.		39,640		4,843,215
				15,454,456
Insurance—1.3%
ACE Ltd.		96,570		10,555,101
Real Estate Investment Trusts (REITs)—3.7%
American Assets Trust, Inc.		60,788		2,330,612
Blackstone Mortgage Trust, Inc., Cl. A1		251,870		7,032,210

19 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF INVESTMENTSContinued

	Shares		Value
Real Estate Investment Trusts (REITs) (Continued)
Macerich Co. (The)		89,500	$	6,309,750
Starwood Property Trust, Inc.1		634,000		14,303,040
				29,975,612
Health Care—8.1%
Health Care Equipment & Supplies—1.4%
Baxter International, Inc.		109,000		7,645,260
Covidien plc		38,000		3,512,720
				11,157,980
Health Care Providers & Services—1.7%
HCA Holdings, Inc.2		20,000		1,401,000
UnitedHealth Group, Inc.		101,130		9,608,361
Universal Health Services, Inc.		31,000		3,215,010
				14,224,371
Pharmaceuticals—5.0%
Actavis plc2		44,790		10,872,325
Merck & Co., Inc.1		208,000		12,051,520
Novartis AG, ADR		90,500		8,388,445
Roche Holding AG		32,500		9,599,084
				40,911,374
Industrials—6.4%
Aerospace & Defense—2.3%
Honeywell International, Inc.		149,330		14,353,599
Northrop Grumman Corp.		34,000		4,690,640
				19,044,239
Airlines—0.3%
United Continental Holdings, Inc.2		40,506		2,139,122
Commercial Services & Supplies—0.6%
Tyco International Ltd.1		105,620		4,534,267
Construction & Engineering—1.8%
Quanta Services, Inc.1,2		425,000		14,484,000
Machinery—0.1%
Flowserve Corp.		15,300		1,040,247
Trading Companies & Distributors—1.3%
AerCap Holdings NV2		140,901		6,106,649
WESCO International, Inc.2		57,120		4,707,259
				10,813,908
Information Technology—5.9%
Communications Equipment—3.0%
Juniper Networks, Inc.1		345,790		7,285,795
QUALCOMM, Inc.1		143,160		11,239,492
Telefonaktiebolaget LM Ericsson, Cl. B		520,000		6,148,643
				24,673,930

20 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Shares		Value
Internet Software & Services—1.1%
Google, Inc., Cl. A1,2		7,750	$	4,400,992
Google, Inc., Cl. C2		7,750		4,332,870
				8,733,862
Semiconductors & Semiconductor Equipment—0.9%
Xilinx, Inc.		152,000		6,760,960
Technology Hardware, Storage & Peripherals—0.9%
Apple, Inc.1		69,386		7,493,688
Materials—3.0%
Chemicals—3.0%
Celanese Corp., Series A		80,700		4,739,511
LyondellBasell Industries NV, Cl. A		136,900		12,544,147
Methanex Corp.		120,000		7,120,800
				24,404,458
Telecommunication Services—1.1%
Diversified Telecommunication Services—1.1%
BCE, Inc.		202,000		8,982,940
Utilities—3.5%
Electric Utilities—3.2%
Edison International		156,050		9,765,609
PPL Corp.		473,824		16,579,102
				26,344,711
Multi-Utilities—0.3%
CMS Energy Corp.		58,350		1,906,294
Total Common Stocks (Cost $322,893,221)				413,059,712
Preferred Stocks—2.6%
M&T Bank Corp., 6.375% Cum., Series A, Non-Vtg.		5,167		5,218,670
M&T Bank Corp., 6.375% Cum., Series C, Non-Vtg.		7,500		7,500,000
U.S. Bancorp, 6% Non-Cum., Series G, Non-Vtg.3		300,000		8,118,000
Total Preferred Stocks (Cost $20,387,098)				20,836,670
		Principal Amount
Asset-Backed Securities—10.6%
Home Equity Loan—3.9%
New Century Home Equity Loan Trust, Series 2005-2, Cl. M3, 0.642%,
6/25/353	$	5,500,000		4,358,448
Park Place Securities, Inc., Series 2005-WCW3, Cl. M1, 0.632%, 8/25/353		5,000,000		4,641,080
RAMP Trust, Series 2006-EFC1, Cl. M2, 0.552%, 2/25/363		5,490,000		4,480,685
Saxon Asset Securities Trust, Series 2007-3, Cl. 2A4, 0.642%, 9/25/473		7,595,000		5,149,759
Structured Asset Securities Corp. Mortgage Loan Trust, Series 2007-GEL2,
Cl. A2, 0.472%, 5/25/373,4		14,379,198		13,072,719
				31,702,691
Loans: Other—6.7%
Airspeed Ltd.:
Series 2007-1A,Cl. G1, 0.423%, 6/15/323,5		27,954,993		23,682,525
Series 2007-1A,Cl. G2, 0.433%, 6/15/323,5		7,444,452		6,420,840

21 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF INVESTMENTSContinued

	Principal Amount		Value
Loans: Other (Continued)
Blade Engine Securitization Ltd., Series 2006-1AW, Cl. A1, 0.453%, 9/15/413,5	$	30,957,081	$	24,450,850
				54,554,215
Total Asset-Backed Securities (Cost $76,190,489)				86,256,906
Mortgage-Backed Obligations—5.8%
Ameriquest Mortgage Securities, Inc., Series 2004-R2, Cl. M1, 0.80%, 4/25/343		3,558,338		2,961,872
Asset-Backed Funding Certificates Trust, Series 2005-HE2, Cl. M3, 0.932%, 6/25/353		4,000,000		3,531,720
Bear Stearns Asset Backed Securities I Trust, Series 2004-HE9, Cl. M2, 1.955%, 11/25/343		7,070,724		6,082,859
First NLC Trust, Series 2005-4, Cl. A4, 0.542%, 2/25/363		11,003,000		9,388,563
Home Equity Asset Trust, Series 2005-5, Cl. M2, 0.662%, 11/25/353		1,888,088		1,745,728
Home Equity Mortgage Loan Asset-Backed Trust, Series 2005-B, Cl. M3, 0.642%, 8/25/353		1,298,061		1,184,870
MASTR Adjustable Rate Mortgages Trust, Series 2004-13, Cl. 2A2, 2.643%, 4/21/343		666,216		681,322
RAMP Trust:
Series 2005-RS2, Cl. M4, 0.872%, 2/25/353		4,469,000		4,000,868
Series 2005-RS6, Cl. M2, 0.662%, 6/25/353		944,044		921,603
Series 2006-NC3, Cl. A3, 0.422%, 3/25/363		16,698,000		13,762,725
Structured Asset Securities Corp. Mortgage Loan Trust, Series 2007-GEL2, Cl. A3, 0.602%, 5/25/373,4		4,486,000		3,298,713
Total Mortgage-Backed Obligations (Cost $36,253,921)				47,560,843
Non-Convertible Corporate Bonds and Notes—3.3%
Appvion, Inc., 9% Sec. Nts., 6/1/204		955,000		759,225
Goldman Sachs Capital II, 4% Jr. Sub. Perpetual Bonds3,6		999,000		756,243
Lukoil International Finance BV, 6.125% Sr. Unsec. Nts., 11/9/204		14,000,000		14,315,000
Wachovia Capital Trust III, 5.57% Jr. Sub. Perpetual Bonds3,6		11,000,000		10,697,500
Total Non-Convertible Corporate Bonds and Notes (Cost $26,054,406)				26,527,968
Convertible Corporate Bond and Note—0.4%
SEACOR Holdings, Inc., 2.50% Cv. Sr. Unsec. Nts., 12/15/27 (Cost $3,000,000)		3,000,000		3,380,625
Corporate Loans—1.4%
Appvion, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.75%, 6/28/193		6,912,500		6,869,297
Dynegy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.00%, 4/23/203		4,937,500		4,915,898
Total Corporate Loans (Cost $11,760,990)				11,785,195
		Shares
Structured Security—0.1%
Africa Telecommunications Media & Technology Fund 1 LLC2,5 (Cost $10,000,000)		9,542,930		895,986

22 OPPENHEIMER FLEXIBLE STRATEGIES FUND

	Principal Amount		Value
Municipal Bonds and Notes—0.3%
University of Puerto Rico, Series P:
5.00%, 6/1/23	$	1,820,000	$	1,174,009
5.00%, 6/1/30		1,820,000		1,079,315
Total Municipal Bonds and Notes (Cost $2,305,359)				2,253,324

	Exercise Expiration
	Price		Date		Contracts
Exchange-Traded Options Purchased—0.1%
S&P 500 Index Call2	USD	2,020.000		1/17/15	USD	100	426,000
S&P 500 Index Call2	USD	2,010.000		12/20/14	USD	100	400,000
United States Treasury Nts., 10 yr. Futures, 3/15 Call2	USD	127.500		2/20/15	USD	350	229,688
Total Exchange-Traded Options Purchased (Cost $761,368)							1,055,688

	Counterparty		Pay/Receive Floating Rate		Floating Rate				Notional Amount (000’s)
							Fixed Expiration
							Rate	Date
Over-the-Counter Interest Rate Swaptions Purchased—0.3%
Interest Rate Swap maturing 1/21/25 Put2		GSG		Receive		Six-Month JPY BBA LIBOR	2.000%	1/19/15	JPY	3,838,000	—
Interest Rate Swap maturing 1/25/26 Put2		GSG		Receive		Six-Month JPY BBA LIBOR	1.870	1/21/16	JPY	5,406,000	8,267
Interest Rate Swap maturing 2/28/27 Put2		JPM		Receive		Three-Month USD BBA LIBOR	4.500	2/24/17	USD	50,000	720,624
Interest Rate Swap maturing 4/13/26 Call2		JPM		Receive		Three-Month USD BBA LIBOR	3.410	4/11/16	USD	33,000	682,738
Interest Rate Swap maturing 4/13/26 Call2		JPM		Receive		Three-Month USD BBA LIBOR	3.468	4/11/16	USD	33,000	638,902

23 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Continued

Pay/Receive

Notional

Floating

Floating

Fixed Expiration

Amount

Counterparty

Rate

Rate

Rate

Date

(000’s)

Value

Over-the-Counter Interest Rate Swaptions Purchased (Continued)

Interest Rate Swap maturing 4/27/26 Call2

JPM

Receive

Three-Month USD BBA LIBOR

3.373

%

4/25/16

USD

30,000

$

633,704

Total Over-the-Counter Interest Rate Swaptions Purchased (Cost $8,098,189)

2,684,235

	Shares
Investment Companies—21.7%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.08%7,8		40,870,565		40,870,565
Oppenheimer Master Loan Fund, LLC2,7		8,288,014		120,534,049
SPDR Gold Trust Exchange Traded Fund2,9		135,900		15,310,494
Total Investment Companies (Cost $179,432,127)				176,715,108
Total Investments, at Value (Cost $697,137,168)		97.3%		793,012,260
Net Other Assets (Liabilities)		2.7		22,146,747
Net Assets		100.0%	$	815,159,007

Footnotes to Consolidated Statement of Investments

1. All or 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 $24,047,252. See Note 1 of accompanying Consolidated Notes.

2. Non-income producing security.

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

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 $31,445,657 or 3.86% of the Fund’s net assets as of October 31, 2014.

5. Restricted security. The aggregate value of restricted securities as of October 31, 2014 was $55,450,201, which represents 6.80% 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	$	895,986	$	(9,104,014	)
Airspeed Ltd., Series 2007-1A, Cl. G1, 0.423%, 6/15/32		1/9/13 - 7/10/13		22,523,908		23,682,525		1,158,617
Airspeed Ltd., Series 2007-1A, Cl. G2, 0.433%, 6/15/32		1/9/13 - 1/25/13		6,127,621		6,420,840		293,219
Blade Engine Securitization Ltd., Series 2006-1AW, Cl. A1, 0.453%, 9/15/41		4/19/13 - 5/29/13		23,981,054		24,450,850		469,796
			$	62,632,583	$	55,450,201	$	(7,182,382	)

6. 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.

24 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Footnotes to Consolidated Statement of Investments (Continued)

7. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, or during the period ended October 31, 2014, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:

	Shares		Gross		Gross		Shares
	October 31, 2013		Additions		Reductions		October 31, 2014
Oppenheimer Institutional Money
Market Fund, Cl. E		341,351		269,690,826		229,161,612		40,870,565
Oppenheimer Master Loan Fund, LLC		8,288,014		—		—		8,288,014
Oppenheimer Short Duration Fund, Cl. Y		3,016,273		902		3,017,175		—

		Value		Income			Realized Gain
Oppenheimer Institutional Money Market Fund, Cl. E	$	40,870,565	$	30,113		$	—
Oppenheimer Master Loan Fund, LLC		120,534,049		6,613,208	a		304,811	a
Oppenheimer Short Duration Fund, Cl. Y		—		14,790			—
Total	$	161,404,614	$	6,658,111		$	304,811

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

8. Rate shown is the 7-day yield as of October 31, 2014.

9. All or a portion of this security is owned by the subsidiary. See accompanying Consolidated Notes.

	Shares Sold
	Short				Value
Securities Sold Short—(21.4)%
Common Stock Securities Sold Short—(21.4)%
Aflac, Inc.		(139,000	)	$		(8,302,470	)
Air Lease Corp., Cl. A		(176,000	)			(6,439,840	)
Aircastle Ltd.		(165,000	)			(3,148,200	)
Assurant, Inc.		(63,500	)			(4,331,970	)
BHP Billiton Ltd., Sponsored ADR		(98,000	)			(5,825,120	)
BJ’s Restaurants, Inc.		(165,700	)			(7,294,114	)
Boeing Co. (The)		(74,600	)			(9,318,286	)
Camden Property Trust		(60,000	)			(4,600,200	)
Caterpillar, Inc.		(43,000	)			(4,360,630	)
CBL & Associates Properties, Inc.		(361,000	)			(6,905,930	)
Chesapeake Energy Corp.		(217,000	)			(4,813,060	)
Cliffs Natural Resources, Inc.		(71,870	)			(807,100	)
CME Group, Inc.		(58,000	)			(4,860,980	)
Comerica, Inc.		(186,000	)			(8,879,640	)
Commerce Bancshares, Inc.		(69,457	)			(3,143,624	)
First Niagara Financial Group, Inc.		(400,000	)			(2,996,000	)
FirstMerit Corp.		(155,000	)			(2,844,250	)
KCG Holdings, Inc., Cl. A		(200,000	)			(2,132,000	)
Kohl’s Corp.		(94,000	)			(5,096,680	)
Montpelier Re Holdings Ltd.		(120,000	)			(3,976,800	)
NASDAQ OMX Group, Inc. (The)		(170,000	)			(7,354,200	)
Nationstar Mortgage Holdings, Inc.		(100,000	)			(3,512,000	)
Oracle Corp.		(113,000	)			(4,412,650	)
Pennsylvania Real Estate Investment Trust		(430,000	)			(9,214,900	)
Rio Tinto plc, Sponsored ADR		(55,000	)			(2,638,350	)
Rouse Properties, Inc.		(203,392	)			(3,703,769	)

25 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS  Continued

	Shares Sold Short			Value
Common Stock Securities Sold Short (Continued)
SanDisk Corp.		(126,500	)	$	(11,908,710)
SandRidge Energy, Inc.		(845,000	)		(3,295,500)
Southern Copper Corp.		(391,000	)		(11,252,980)
Transocean Ltd.		(236,000	)		(7,039,880)
United Technologies Corp.		(26,500	)		(2,835,500)
Walter Energy, Inc.		(133,000	)		(320,530)
Weingarten Realty Investors		(197,000	)		(7,141,250)
Total Securities Sold Short (Proceeds $ 151,928,504)				$	(174,707,113)

Forward Currency Exchange Contracts as of October 31, 2014
Counterparty		Settlement Month(s)			Currency Purchased (000’s)			Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
DEU			01/2015	AUD		5,000	USD		4,572	$	—	$	198,652
DEU	��		01/2015	USD		17,200	AUD		19,760		—		83,693
MSCO			01/2015	USD		18,927	JPY		2,020,000		924,541		—
RBS			01/2015	USD		9,356	EUR		7,300		202,446		—
Total Unrealized Appreciation and Depreciation										$	1,126,987	$	282,345

Futures Contracts as of October 31, 2014
Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Depreciation
90 Day Euro		CME		Sell		12/19/16		225	$	55,220,625	$	216,330
Euro-BTP		EUX		Sell		12/8/14		43		7,022,352		44,772
S&P 500 Index		CME		Sell		12/18/14		56		28,159,600		1,954,668
United States Treasury Nts., 10 yr.		CBT		Sell		12/19/14		99		12,509,579		71,263
											$	2,287,033

Centrally Cleared Credit Default Swaps at October 31, 2014
Reference Asset	Buy/Sell Protection		Fixed Rate		Maturity Date			Notional Amount (000’s)		Premiums Received/(Paid)			Value
CDX.IG.22		Sell		1.000%		6/20/19	USD		25,000	$	(496,010	)	$	504,325
CDX.NA.HY.22		Buy		5.000		6/20/19	USD		19,800		1,717,650			(1,491,743)
iTraxx.Main.21		Buy		1.000		6/20/19	EUR		19,000		496,756			(467,978)
Total Centrally Cleared Credit Default Swaps										$	1,718,396		$	(1,455,396)

Over-the-Counter Credit Default Swaps at October 31, 2014
Reference Asset	Counterparty		Buy/Sell Protection		Fixed Rate		Maturity Date			Notional Amount (000’s)		Premiums Received/(Paid)			Value
Republic of Austria		GSG		Buy		1.000%		12/20/16	USD		25,000	$	(874,393	)	$	(502,613)
Republic of Italy		BAC		Buy		1.000		9/20/19	USD		15,000		19,699			233,184
Republic of Italy		GSG		Buy		1.000		12/20/19	USD		30,000		(18,181	)		553,467
Total Over-the-Counter Credit Default Swaps												$	(872,875	)	$	284,038

26 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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.

Over-the-Counter Total Return Swaps at October 31, 2014

Reference Asset

Counterparty

Pay/Receive Total Return

Floating Rate

Maturity Date

Notional Amount (000’s)

Value

BX Index

GSG

Receive

One-Month USD BBA LIBOR plus 65 basis points

3/16/15

USD

6,789

$  (415,786)

Glossary:

Counterparty Abbreviations

BAC	Barclays Bank plc
DEU	Deutsche Bank AG
GSG	Goldman Sachs Group, Inc. (The)
JPM	JPMorgan Chase Bank NA
MSCO	Morgan Stanley Capital Services, Inc.
RBS	Royal Bank of Scotland plc (The)

Currency abbreviations indicate amounts reporting in currencies

AUD	Australian Dollar
EUR	Euro
JPY	Japanese Yen

Definitions

BBA LIBOR	British Bankers’ Association London - Interbank Offered Rate
CDX.IG.22	Markit CDX North American Investment Grade High Volatility
CDX.NA.HY.22	Markit CDX North American High Yield
iTraxx.Main.21	Credit Default Swap Trading Index CDXE for a Specific Basket of Securities
Exchange Abbreviations
CBT	Chicago Board of Trade
CME	Chicago Mercantile Exchanges
EUX	European Stock Exchange

See accompanying Notes to Consolidated Financial Statements.

27 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIESOctober 31, 2014

Assets
Investments, at value—see accompanying consolidated statement of investments:
Unaffiliated companies (cost $534,539,102)	$	631,607,646
Affiliated companies (cost $162,598,066)		161,404,614
		793,012,260
Cash		7,350,550
Cash used for collateral on futures		1,960,204
Cash used for collateral on OTC derivatives		960,000
Cash used for collateral on centrally cleared swaps		2,448,542
Deposits with broker for securities sold short		184,912,825
Unrealized appreciation on foreign currency exchange contracts		1,126,987
Swaps, at value (net premiums received $1,518)		786,651
Centrally cleared swaps, at value (premiums paid $496,010)		504,325
Receivables and other assets:
Shares of beneficial interest sold		2,100,343
Interest and dividends		1,335,335
Investments sold		79,649
Variation margin receivable		48,797
Other		130,544
Total assets		996,757,012
Liabilities
Securities sold short (proceeds $151,928,504)—see accompanying consolidated statement of investments		174,707,113
Unrealized depreciation on foreign currency exchange contracts		282,345
Swaps, at value (premiums paid $874,393)		918,399
Centrally cleared swaps, at value (premiums paid $2,214,406 )		1,959,721
Payables and other liabilities:
Shares of beneficial interest redeemed		1,947,142
Investments purchased		820,475
Variation margin payable		373,068
Trustees’ compensation		264,034
Distribution and service plan fees		179,171
Dividends		68,050
Shareholder communications		19,020
Other		59,467
Total liabilities		181,598,005
Net Assets	$	815,159,007
Composition of Net Assets
Par value of shares of beneficial interest	$	311,951
Additional paid-in capital		774,295,358
Accumulated net investment income		11,413,762
Accumulated net realized loss on investments and foreign currency transactions		(41,754,181	)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		70,892,117
Net Assets	$	815,159,007

28 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 $642,788,537 and 24,126,485 shares of beneficial interest outstanding)	$	26.64
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	28.27
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $25,296,332 and 1,060,929 shares of beneficial interest outstanding)	$	23.84
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $110,383,304 and 4,620,835 shares of beneficial interest outstanding)	$	23.89
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $11,272 and 411 shares of beneficial interest outstanding)	$	27.41
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $17,301,362 and 677,086 shares of beneficial interest outstanding)	$	25.55
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $19,378,200 and 709,354 shares of beneficial interest outstanding)	$	27.32

See accompanying Notes to Consolidated Financial Statements.

29 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENT OF

OPERATIONSFor the Year Ended October 31, 2014

Allocation of Income and Expenses from Master Funds1
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest	$	6,311,273
Dividends		301,935
Expenses		(407,285	)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		6,205,923
Investment Income
Interest		9,533,275
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $190,301)		12,096,231
Affiliated companies		44,903
Total investment income		21,674,409
Expenses
Management fees		7,357,807
Distribution and service plan fees:
Class A		1,607,284
Class B		303,384
Class C		1,129,946
Class R2		95,875
Transfer and shareholder servicing agent fees:
Class A		1,470,606
Class B		94,833
Class C		253,923
Class I		4
Class R2		49,682
Class Y		117,780
Shareholder communications:
Class A		83,311
Class B		8,177
Class C		11,800
Class R2		2,041
Class Y		686
Dividends on short sales		4,344,068
Financing expense from short sales		3,485,499
Interest on short sales		278,441
Trustees’ compensation		31,521
Custodian fees and expenses		10,527
Other		174,301
Total expenses		20,911,496
Less waivers and reimbursements of expenses		(1,276,549	)
Net expenses		19,634,947
Net Investment Income		8,245,385

1. The Fund invests in a certain affiliated mutual fund that expects to be treated as a partnership for tax purposes. See Note 1 of the accompanying Consolidated Notes.

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

30 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investments from:
Unaffiliated companies (includes premiums on options exercised)	$	51,152,546
Closing and expiration of futures contracts		(2,837,268	)
Foreign currency transactions		2,354,042
Short positions		(1,050,655	)
Swap contracts		(5,797,592	)
Net realized gain allocated from:
Oppenheimer Master Loan Fund, LLC		304,811
Net realized gain		44,125,884
Net change in unrealized appreciation/depreciation on:
Investments		14,236,394
Translation of assets and liabilities denominated in foreign currencies		486
Futures contracts		(1,016,748	)
Short positions		544,774
Swap contracts		5,905,381
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Loan Fund, LLC		(1,490,743	)
Net change in unrealized appreciation/depreciation		18,179,544
Net Increase in Net Assets Resulting from Operations	$	70,550,813

See accompanying Notes to Consolidated Financial Statements.

31 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended October 31, 2014			Year Ended October 31, 2013
Operations
Net investment income	$	8,245,385		$	10,137,159
Net realized gain		44,125,884			26,621,764
Net change in unrealized appreciation/depreciation		18,179,544			5,982,485
Net increase in net assets resulting from operations		70,550,813			42,741,408
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(82,035,611	)		(140,308,061	)
Class B		(11,579,268	)		(14,031,285	)
Class C		(11,356,414	)		(27,694,063	)
Class I		—			10,000
Class R1		(4,758,398	)		(7,842,250	)
Class Y		7,106,738			(5,596,759	)
		(102,622,953	)		(195,462,418	)
Net Assets
Total decrease		(32,072,140	)		(152,721,010	)
Beginning of period		847,231,147			999,952,157
End of period (including accumulated net investment income of $11,413,762 and $8,216,591, respectively)	$	815,159,007		$	847,231,147

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

See accompanying Notes to Consolidated Financial Statements.

32 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS

Class A	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	24.48		$	23.35		$	25.55		$	26.01		$	24.46
Income (loss) from investment operations:
Net investment income (loss)2		0.29			0.30			0.04			(0.17	)		(0.11)
Net realized and unrealized gain (loss)		1.87			0.83			(0.10	)		0.22			1.66
Total from investment operations		2.16			1.13			(0.06	)		0.05			1.55
Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00			0.00			(2.13	)		(0.51	)		0.00
Tax return of capital distribution		0.00			0.00			(0.01	)		0.00			0.00
Total dividends and/or distributions to shareholders		0.00			0.00			(2.14	)		(0.51	)		0.00
Net asset value, end of period	$	26.64		$	24.48		$	23.35		$	25.55		$	26.01
Total Return, at Net Asset Value3		8.82	%		4.84	%		0.03	%		0.14	%		6.34%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	642,789		$	668,235		$	774,007		$	1,024,109		$	1,229,920
Average net assets (in thousands)	$	662,351		$	721,521		$	870,856		$	1,165,257		$	1,297,058
Ratios to average net assets:4
Net investment income (loss)		1.12%	5		1.25%	5		0.19%	5		(0.65)%			(0.44)%
Total expenses6		2.39%	5		2.04%	5		1.85%	5		1.57%			1.43%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.25%	5		1.97%	5		1.78%	5		1.52%			1.38%
Portfolio turnover rate		44%			76%			212%			181%			58%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	2.40	%
Year Ended October 31, 2013	2.06	%
Year Ended October 31, 2012	1.90	%
Year Ended October 31, 2011	1.62	%
Year Ended October 29, 2010	1.48	%

See accompanying Notes to Consolidated Financial Statements.

33 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTSContinued

Class B	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	22.08		$	21.25		$	23.63		$	24.32		$	23.07
Income (loss) from investment operations:
Net investment income (loss)2		0.08			0.08			(0.15	)		(0.38	)		(0.31)
Net realized and unrealized gain (loss)		1.68			0.75			(0.09	)		0.20			1.56
Total from investment operations		1.76			0.83			(0.24	)		(0.18	)		1.25
Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00			0.00			(2.13	)		(0.51	)		0.00
Tax return of capital distribution		0.00			0.00			(0.01	)		0.00			0.00
Total dividends and/or distributions to shareholders		0.00			0.00			(2.14	)		(0.51	)		0.00
Net asset value, end of period	$	23.84		$	22.08		$	21.25		$	23.63		$	24.32
Total Return, at Net Asset Value3		7.97	%		3.91	%		(0.79	)%		(0.81	)%		5.42%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	25,296		$	34,346		$	46,780		$	68,426		$	91,209
Average net assets (in thousands)	$	30,329		$	40,057		$	56,004		$	82,022		$	98,421
Ratios to average net assets:4
Net investment income (loss)		0.34%	5		0.35%	5		(0.70)%5			(1.55)%			(1.34)%
Total expenses6		3.26%	5		3.06%	5		2.85%	5		2.57%			2.43%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		3.06%	5		2.86%	5		2.67%	5		2.43%			2.29%
Portfolio turnover rate		44%			76%			212%			181%			58%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	3.27	%
Year Ended October 31, 2013	3.08	%
Year Ended October 31, 2012	2.90	%
Year Ended October 31, 2011	2.62	%
Year Ended October 29, 2010	2.48	%

See accompanying Notes to Consolidated Financial Statements.

34 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Class C	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	22.12		$	21.26		$	23.62		$	24.27		$	22.99
Income (loss) from investment operations:
Net investment income (loss)2		0.08			0.10			(0.12	)		(0.35	)		(0.28)
Net realized and unrealized gain (loss)		1.69			0.76			(0.10	)		0.21			1.56
Total from investment operations		1.77			0.86			(0.22	)		(0.14	)		1.28
Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00			0.00			(2.13	)		(0.51	)		0.00
Tax return of capital distribution		0.00			0.00			(0.01	)		0.00			0.00
Total dividends and/or distributions to shareholders		0.00			0.00			(2.14	)		(0.51	)		0.00
Net asset value, end of period	$	23.89		$	22.12		$	21.26		$	23.62		$	24.27
Total Return, at Net Asset Value3		8.00	%		4.05	%		(0.71	)%		(0.64	)%		5.57%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	110,383		$	112,993		$	135,750		$	199,765		$	247,138
Average net assets (in thousands)	$	112,984		$	122,514		$	160,258		$	233,997		$	259,581
Ratios to average net assets:4
Net investment income (loss)		0.36%	5		0.48%	5		(0.59)%5			(1.40)%			(1.20)%
Total expenses6		3.16%	5		2.81%	5		2.62%	5		2.32%			2.18%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		3.02%	5		2.74%	5		2.55%	5		2.27%			2.13%
Portfolio turnover rate		44%			76%			212%			181%			58%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	3.17	%
Year Ended October 31, 2013	2.83	%
Year Ended October 31, 2012	2.67	%
Year Ended October 31, 2011	2.37	%
Year Ended October 29, 2010	2.23	%

See accompanying Notes to Consolidated Financial Statements.

35 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTSContinued

Class I	Year Ended October 31, 2014		Period Ended October 31, 20131
Per Share Operating Data
Net asset value, beginning of period	$	25.09	$	24.32
Income (loss) from investment operations:
Net investment income2		0.42		0.34
Net realized and unrealized gain		1.90		0.43
Total from investment operations		2.32		0.77
Dividends and/or distributions to shareholders:
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	$	27.41	$	25.09
Total Return, at Net Asset Value3		9.25%		3.17%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	11	$	10
Average net assets (in thousands)	$	11	$	10
Ratios to average net assets:4,5
Net investment income		1.57%		2.07%
Total expenses6		1.92%		1.86%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.79%		1.79%
Portfolio turnover rate		44%		76%

1. For the period from February 28, 2013 (inception of offering) to October 31, 2013.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	1.93	%
Period Ended October 31, 2013	1.88	%

See accompanying Notes to Consolidated Financial Statements.

36 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Class R	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	23.54		$	22.53		$	24.80		$	25.34		$	23.91
Income (loss) from investment operations:
Net investment income (loss)2		0.21			0.21			(0.03	)		(0.24	)		(0.19)
Net realized and unrealized gain (loss)		1.80			0.80			(0.10	)		0.21			1.62
Total from investment operations		2.01			1.01			(0.13	)		(0.03	)		1.43
Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00			0.00			(2.13	)		(0.51	)		0.00
Tax return of capital distribution		0.00			0.00			(0.01	)		0.00			0.00
Total dividends and/or distributions to shareholders		0.00			0.00			(2.14	)		(0.51	)		0.00
Net asset value, end of period	$	25.55		$	23.54		$	22.53		$	24.80		$	25.34
Total Return, at Net Asset Value3		8.54	%		4.48	%		(0.27	)%		(0.18	)%		5.98%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	17,302		$	20,410		$	27,181		$	39,916		$	46,237
Average net assets (in thousands)	$	19,224		$	23,822		$	33,095		$	45,004		$	43,184
Ratios to average net assets:4
Net investment income (loss)		0.85%	5		0.92%	5		(0.14)%5			(0.95)%			(0.79)%
Total expenses6		2.69%	5		2.36%	5		2.18%	5		1.87%			1.77%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.54%	5		2.29%	5		2.11%	5		1.82%			1.71%
Portfolio turnover rate		44%			76%			212%			181%			58%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	2.70	%
Year Ended October 31, 2013	2.38	%
Year Ended October 31, 2012	2.23	%
Year Ended October 31, 2011	1.92	%
Year Ended October 29, 2010	1.82	%

See accompanying Notes to Consolidated Financial Statements.

37 OPPENHEIMER FLEXIBLE STRATEGIES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTSContinued

Class Y	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	25.05		$	23.84		$	25.97		$	26.35		$	24.70
Income (loss) from investment operations:
Net investment income (loss)2		0.34			0.38			0.10			(0.09	)		(0.04)
Net realized and unrealized gain (loss)		1.93			0.83			(0.09	)		0.22			1.69
Total from investment operations		2.27			1.21			0.01			0.13			1.65
Dividends and/or distributions to shareholders:
Distributions from net realized gain		0.00			0.00			(2.13	)		(0.51	)		0.00
Tax return of capital distribution		0.00			0.00			(0.01	)		0.00			0.00
Total dividends and/or distributions to shareholders		0.00			0.00			(2.14	)		(0.51	)		0.00
Net asset value, end of period	$	27.32		$	25.05		$	23.84		$	25.97		$	26.35
Total Return, at Net Asset Value3		9.06	%		5.08	%		0.32	%		0.45	%		6.68%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	19,378		$	11,237		$	16,234		$	53,803		$	50,445
Average net assets (in thousands)	$	14,096		$	12,213		$	28,561		$	58,196		$	50,667
Ratios to average net assets:4
Net investment income (loss)		1.27%	5		1.52%	5		0.41%5			(0.34)%			(0.14)%
Total expenses6		2.75%	5		1.79%	5		1.60%	5		1.25%			1.11%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.04%	5		1.72%	5		1.53%	5		1.20%			1.06%
Portfolio turnover rate		44%			76%			212%			181%			58%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

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

Year Ended October 31, 2014	2.76	%
Year Ended October 31, 2013	1.81	%
Year Ended October 31, 2012	1.65	%
Year Ended October 31, 2011	1.30	%
Year Ended October 29, 2010	1.16	%

See accompanying Notes to Consolidated Financial Statements.

38 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS October 31, 2014

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 (“1940 Act”), as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

The Fund offers Class A, Class C, Class I, Class R 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. As of July 1, 2014, Class N shares were renamed Class R shares. Class N shares subject to a contingent deferred sales charge (“CDSC”) on July 1, 2014, will continue to be subject to a CDSC after the shares are renamed. Purchases of Class R shares occurring on or after July 1, 2014, will not be subject to a CDSC upon redemption. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. 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 Consolidated Statement of Operations. The Fund records a realized gain or loss when a structured security is sold or matures.

39 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Consolidated Statement of Assets and Liabilities; securities that have been segregated and pledged for this purpose are disclosed as such in the Consolidated Statement of Investments. The aggregate market value of such cash and securities at period end is $209,039,726. 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 Consolidated Statement of Operations.

Basis for Consolidation. The Fund has established a Cayman Islands exempted company, Oppenheimer Flexible Strategies (Cayman) Fund Ltd., which is wholly-owned and controlled by the Fund (the “Subsidiary”). The Fund and Subsidiary are both managed by the Manager. The Fund may invest up to 25% of its total assets in the Subsidiary. The Subsidiary invests primarily in commodity-linked derivatives (including commodity futures, financial futures, options and swap contracts), and certain fixed-income securities and other investments that may serve as margin or collateral for its derivatives positions. The Subsidiary is subject to the same investment restrictions and guidelines, and follows the same compliance policies and procedures, as the Fund.

The financial statements have been consolidated and include accounts of the Fund and the Subsidiary. Accordingly, all inter-company transactions and balances have been eliminated. At October 31, 2014, the Fund owned 7,500 shares with a market value of $21,292,875.

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

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

40 OPPENHEIMER FLEXIBLE STRATEGIES FUND

1. Significant Accounting Policies (Continued)

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

Investment in Oppenheimer Master Fund. The Fund is permitted to invest in entities sponsored and/or advised by the Manager or an affiliate. Certain of these entities in which the Fund invests are mutual funds registered under the Investment Company Act of 1940 that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC (the “Master Fund”). The Master Fund has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in 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 income. The Fund’s investment in the Master Fund is included in the Consolidated 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 New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Trustees.

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

41 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies (Continued)

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 Consolidated Statement of Operations.

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

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

    Subchapter M requires, among other things, that at least 90% of the Fund’s gross income be derived from securities or derived with respect to its business of investing in securities (typically referred to as “qualifying income”). Income from commodity-linked derivatives may not be treated as “qualifying income” for purposes of the 90% gross income requirement. The Internal Revenue Service (IRS) has previously issued a number of private letter rulings which conclude that income derived from commodity index-linked notes and investments in a wholly-owned subsidiary will be “qualifying income.” As a result, the Fund will gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

    The IRS has suspended the granting of private letter rulings pending further review. As a result, there can be no assurance that the IRS will not change its position with respect to commodity-linked notes and wholly-owned subsidiaries. In addition, future legislation and guidance from Treasury and the IRS may adversely affect the fund’s ability to gain exposure to commodities through commodity-linked notes and its wholly-owned subsidiary.

    The Fund is required to include in income for federal income tax purposes all of the subsidiary’s net income and gains whether or not such income is distributed by the subsidiary. Net income and gains from the subsidiary are generally treated as ordinary income by the Fund, regardless of the character of the subsidiary’s underlying income. Net losses from the subsidiary do not pass through to the Fund for federal income tax purposes.

42 OPPENHEIMER FLEXIBLE STRATEGIES FUND

1. Significant Accounting Policies (Continued)

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

Undistributed Net Investment Income	Undistributed Long-Term Gain	Accumulated Loss Carryforward1,2,3	Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$10,957,497	$—	$40,636,922	$69,882,937

1. As of October 31, 2014, the Fund had $40,636,922 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
No expiration	$        40,636,922

2. During the fiscal year ended October 31, 2014, the Fund utilized $48,133,930 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended October 31, 2013, the Fund utilized $36,560,232 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

Accordingly, the following amounts have been reclassified for October 31, 2014. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Reduction to Accumulated Net Investment Income		Reduction to Accumulated Net Realized Loss on Investments
$363,468		$5,048,214		$4,684,746

No distributions were paid during the years ended October 31, 2014 and October 31, 2013.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of October 31, 2014 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if

43 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies (Continued)

applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$    700,139,061
Federal tax cost of other investments	(154,766,738	)
Total federal tax cost	$    545,372,323
Gross unrealized appreciation	$    142,994,775
Gross unrealized depreciation	(73,111,838	)
Net unrealized appreciation	$      69,882,937

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

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

Custodian Fees. “Custodian fees and expenses” in the Consolidated 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.

44 OPPENHEIMER FLEXIBLE STRATEGIES FUND

1. Significant Accounting Policies (Continued)

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.

    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.

45 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

2. Securities Valuation (Continued) 

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

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

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

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

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

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

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

46 OPPENHEIMER FLEXIBLE STRATEGIES FUND

2. Securities Valuation (Continued) 

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.

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.

47 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

2. Securities Valuation (Continued) 

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities as of October 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant Observable Inputs			Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	57,250,119		$	—		$	—	$	57,250,119
Consumer Staples		16,464,763			—			—		16,464,763
Energy		55,709,310			—			—		55,709,310
Financials		55,985,169			—			—		55,985,169
Health Care		56,694,641			9,599,084			—		66,293,725
Industrials		52,055,783			—			—		52,055,783
Information Technology		41,513,797			6,148,643			—		47,662,440
Materials		24,404,458			—			—		24,404,458
Telecommunication Services		8,982,940			—			—		8,982,940
Utilities		28,251,005			—			—		28,251,005
Preferred Stocks		—			20,836,670			—		20,836,670
Asset-Backed Securities		—			61,806,056			24,450,850		86,256,906
Mortgage-Backed Obligations		—			47,560,843			—		47,560,843
Non-Convertible Corporate Bonds and Notes		—			26,527,968			—		26,527,968
Convertible Corporate Bond and Note		—			3,380,625			—		3,380,625
Corporate Loans		—			11,785,195			—		11,785,195
Structured Security		—			—			895,986		895,986
Municipal Bonds and Notes		—			2,253,324			—		2,253,324
Exchange-Traded Options Purchased		1,055,688			—			—		1,055,688
Over-the-Counter Interest Rate
Swaptions Purchased		—			2,684,235			—		2,684,235
Investment Companies		56,181,059			120,534,049			—		176,715,108
Total Investments, at Value		454,548,732			313,116,692			25,346,836		793,012,260
Other Financial Instruments:
Swaps, at value	$	—		$	786,651		$	—	$	786,651
Centrally cleared swaps, at value		—			504,325			—		504,325
Foreign currency exchange contracts		—			1,126,987			—		1,126,987
Total Assets	$	454,548,732		$	315,534,655		$	25,346,836	$	795,430,223
Liabilities Table
Other Financial Instruments:
Common Stock Securities Sold Short	$	(174,707,113	)	$	—		$	—	$	(174,707,113	)
Swaps, at value		—			(918,399	)		—		(918,399	)
Centrally cleared swaps, at value		—			(1,959,721	)		—		(1,959,721	)
Futures contracts		(2,287,033	)		—			—		(2,287,033	)
Foreign currency exchange contracts		—			(282,345	)		—		(282,345	)
Total Liabilities	$	(176,994,146	)	$	(3,160,465	)	$	—	$	(180,154,611	)

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

48 OPPENHEIMER FLEXIBLE STRATEGIES FUND

2. Securities Valuation (Continued)

The following is a reconciliation of assets in which significant unobservable inputs (level 3) were used in determining fair value:

	Value as of October 31, 2013		Realized Gain (Loss)		Change in unrealized appreciation/ depreciation			Accretion/ (amortization) of premium/ discounta		Value as of October 31, 2014
Assets Table
Investments, at Value:
Asset-Backed Securities	$	23,012,297	$	249,818	$	669,619		$	519,116	$	24,450,850
Structured Security		2,576,591		—		(1,680,605	)		—		895,986
Total Assets	$	25,588,888	$	249,818	$	(1,010,986	)	$	519,116	$	25,346,836

a. Included in net investment income.

The total change in unrealized appreciation/depreciation included in the Consolidated Statement of Operations attributable to Level 3 investments still held at October 31, 2014:

	Change in unrealized appreciation/depreciation
Assets Table
Investments, at Value:
Asset-Backed Securities	$	669,619
Structured Security		(1,680,605	)
Total	$	(1,010,986	)

The following table summarizes the valuation techniques and significant unobservable inputs used in determining fair value measurements for those investments classified as Level 3 as of October 31, 2014:

	Value as of October 31, 2014		Valuation Technique	Unobservable input	Range of Unobservable Inputs	Unobservable Input Used
Assets Table
Investments, at Value:
Asset-Backed Security	$	24,450,850	Pricing Service	N/A	N/A	N/A (a)
Structured Security		895,986	Discount to Capital Account Balance	Discount rate	N/A	84% (b)
				Capital Account Balance	N/A	5,572,570 (b)
Total	$	25,346,836

(a) Security classified as Level 3 whose unadjusted value was provided by a pricing service for which such inputs are unobservable. The Manager periodically reviews pricing vendor methodologies and inputs to confirm they are determined using unobservable inputs and have been appropriately classified. Such security’s fair valuation could change significantly based on changes in unobservable inputs used by the pricing service.

(b) The Fund fair values the structured security at a discount to the last reported capital account balance according to the most recent quarterly financial statements issued by the company to reflect uncertainty and illiquidity. A significant decrease (increase) to the discount rate, or a significant increase (decrease) to the capital account balance, will result in a significant increase (decrease) to the fair value of the investment.

49 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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:

	Year Ended October 31, 2014						Year Ended October 31, 2013
	Shares			Amount			Shares			Amount
Class A
Sold		1,674,826		$	43,580,738			1,628,620		$	39,070,980
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(4,841,916	)		(125,616,349	)		(7,478,759	)		(179,379,041	)
Net decrease		(3,167,090	)	$	(82,035,611	)		(5,850,139	)	$	(140,308,061	)
Class B
Sold		15,376		$	360,881			30,166		$	657,593
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(510,042	)		(11,940,149	)		(676,245	)		(14,688,878	)
Net decrease		(494,666	)	$	(11,579,268	)		(646,079	)	$	(14,031,285	)
Class C
Sold		510,313		$	12,012,240			458,878		$	10,004,823
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(998,059	)		(23,368,654	)		(1,735,128	)		(37,698,886	)
Net decrease		(487,746	)	$	(11,356,414	)		(1,276,250	)	$	(27,694,063	)
Class I
Sold		—		$	—			411		$	10,000
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		—			—			—			—
Net increase		—		$	—			411		$	10,000
Class R2
Sold		90,119		$	2,253,271			127,722		$	2,948,706
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(279,979	)		(7,011,669	)		(467,256	)		(10,790,956	)
Net decrease		(189,860	)	$	(4,758,398	)		(339,534	)	$	(7,842,250	)
Class Y
Sold		527,470		$	14,233,847			196,189		$	4,864,663
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(266,639	)		(7,127,109	)		(428,730	)		(10,461,422	)
Net increase (decrease)		260,831		$	7,106,738			(232,541	)	$	(5,596,759	)

50 OPPENHEIMER FLEXIBLE STRATEGIES FUND

3. Shares of Beneficial Interest (Continued)

1. For the year ended October 21, 2013 for Class A, Class B, Class C, Class R and Class Y shares, and for the period from February 28, 2013 (inception of offering) to October 31, 2013 for Class I shares.

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

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 year ended October 31, 2014 were as follows:

	Purchases		Sales
Investment securities	$	272,830,410	$	383,497,281

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

The Fund’s management fee for the fiscal year end October 31, 2014 was 0.88% of average annual net assets before any applicable waivers.

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

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Consolidated Statement of Operations and Financial Highlights, respectively.

Sub-Transfer Agent Fees. The Transfer Agent has retained Shareholder Services, Inc., a wholly-owned subsidiary of OFI (the “Sub-Transfer Agent”), to provide the day-to-day transfer agent and shareholder servicing of the Fund. Under the Sub-Transfer Agency Agreement, the Transfer Agent pays the Sub-Transfer Agent an annual fee in monthly installments, equal to a percentage of the transfer agent fee collected by the Transfer Agent from the Fund, which

51 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Fees and Other Transactions with Affiliates (Continued)

shall be calculated after any applicable fee waivers. The fee paid to the Sub-Transfer Agent is paid by the Transfer Agent, not by the Fund.

Trustees’ Compensation. The Fund 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 year ended October 31, 2014, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	5,994
Payments Made to Retired Trustees		28,007
Accumulated Liability as of October 31, 2014		169,529

The Fund’s Board of Trustees (“Board”) has adopted a compensation deferral plan for Independent Trustees that enables Trustees to elect to defer receipt of all or a portion of the annual compensation they are entitled to receive from the Fund. For purposes of determining the amount owed to the Trustee under the plan, deferred amounts are treated as though equal dollar amounts had been invested in shares of the Fund or in other Oppenheimer funds selected by the Trustee. The Fund purchases shares of the funds selected for deferral by the Trustee in amounts equal to his or her deemed investment, resulting in a Fund asset equal to the deferred compensation liability. Such assets are included as a component of “Other” within the asset section of the Consolidated 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.

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 pursuant to Rule 12b-1 under the 1940 Act. 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 Consolidated Statement of Operations.

52 OPPENHEIMER FLEXIBLE STRATEGIES FUND

5. Fees and Other Transactions with Affiliates (Continued)

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

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

Year Ended	Class A Front-End Sales Charges Retained by Distributor		Class 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 R Contingent Deferred Sales Charges Retained by Distributor
October 31, 2014		$125,897		$877		$45,677		$3,408		$502

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive the management fee it receives from the Fund in an amount equal to the management fee it receives from the Subsidiary. This undertaking will continue in effect for so long as the Fund invests in the Subsidiary and may not be terminated unless approved by the Fund’s Board of Trustees. During the year ended October 31, 2014, the Manager waived $187,832.

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investments in underlying funds managed by the Manager or its affiliates. During the year ended October 31, 2014, the Manager waived fees and/or reimbursed the Fund $411,627 for management fees.

The Manager, upon discussion with the Board, has voluntarily agreed to reduce its management fee by 0.10% of the Fund’s daily net assets until the Fund’s trailing one-year total performance is out of the 5^th quintile of the Fund’s Morningstar peer group as measured at the end of each calendar quarter. After that, the Manager will voluntarily reduce its management fee by 0.05% of the Fund’s daily net assets until the Fund’s trailing one-year performance is out of the 4^th quintile of the Fund’s Morningstar peer group as measured at the end of each calendar quarter. During the year ended October 31, 2014, the Manager reimbursed the Fund $561,129.

The Transfer Agent has contractually agreed to limit transfer and shareholder servicing agent fees for Classes B, C, R and Y shares to 0.35% of average annual net assets per class

53 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

5. Fees and Other Transactions with Affiliates (Continued)

and for Class A shares to 0.30% of average annual net assets of the class. The limit was removed on February 28, 2014.

During the year ended October 31, 2014, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:

Class A	$13,549
Class B	18,912
Class C	845
Class R	1,379
Class Y	81,276

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

6. Risk Exposures and the Use of Derivative Instruments

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance 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. These instruments 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. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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.

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

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.

    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 due to unanticipated changes in the market risk factors and the overall market. 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. 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. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

    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.

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

Forward Currency Exchange Contracts

The Fund may enter into forward currency exchange contracts (“forward contracts”) for the purchase or sale of a foreign currency at a negotiated rate at a future date. Such contracts are traded in the OTC inter-bank currency dealer market.

    Forward contracts are reported on a schedule following the Consolidated Statement of Investments. The unrealized appreciation (depreciation) is reported in the Consolidated Statement of Assets and Liabilities as a receivable (or payable) and in the Consolidated 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 Consolidated Statement of Operations.

55 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

    The Fund has entered into forward 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 contracts seek to increase exposure to foreign exchange rate risk.

    The Fund has entered into forward 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 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 contracts seek to increase exposure to foreign exchange rate risk.

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

    During the year ended October 31, 2014, the Fund had daily average contract amounts on forward contracts to buy and sell of $28,051,156 and $103,641,899, respectively.

    Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit risk arises from the possibility that the counterparty to a forward contract will default and fail to perform its obligations to the Fund.

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, 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 and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

    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 in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

    Futures contracts are reported on a schedule following the Consolidated Statement of Investments. Securities held by a futures commission merchant to cover initial margin requirements on open futures contracts are noted in the Consolidated Statement of Investments. Cash held by a futures commission merchant 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 Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

Consolidated Statement of Operations. Realized gains (losses) are reported in the Consolidated 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 commodities, in order to increase exposure to commodity risk.

    During the year ended October 31, 2014, the Fund had an ending monthly average market value of $274,323 and $34,928,231 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, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

    Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). 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 Consolidated 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 Consolidated 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 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 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.

    During the year ended October 31, 2014, the Fund had an ending monthly average market value of $1,307,392 and $6,212 on purchased call options and purchased put options, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

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

    The risk in writing a call option is that the market price of the security increases and if the option is exercised, the Fund must either purchase the security at a higher price for delivery or, if the Fund owns the underlying security, give up the opportunity for profit. 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 and liquidity risk. As of October 31, 2014, the Fund had no outstanding written 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, the price or volatility of asset or non-asset references, or the occurrence of a credit event, over a specified period. Swaps can be executed in a bi-lateral privately negotiated arrangement with a dealer in an OTC transaction (“OTC swaps”) or executed on a regulated market. Certain swaps, regardless of the venue of their execution, are required to be cleared through a clearinghouse (“centrally cleared swaps”). Swap contracts may include interest rate, equity, debt, index, total return, credit default, currency, and volatility swaps.

    Swap contracts are reported on a schedule following the Consolidated Statement of Investments. The values of centrally cleared swap and OTC swap contracts are aggregated by positive and negative values and disclosed separately on the Consolidated Statement of Assets and Liabilities. 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, if any, at termination or settlement. The net change in this amount during the period is included on the Consolidated 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 Consolidated Statement of Operations.

    Swap contract agreements are exposed to the market risk factor of the specific underlying reference rate or 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 have embedded leverage, they can expose the Fund to substantial risk in the isolated market risk factor.

Credit Default Swap Contracts. A credit default swap is a contract that enables an investor to buy or sell protection against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on a debt security, bankruptcy or

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a corporate issuer, sovereign issuer, or a basket or index of issuers (the “reference asset”).

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

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

    If there is a credit event, the buyer of protection can exercise its rights under the contract and receive a payment from the seller of protection equal to the notional amount of the swap less the market value of specified debt securities issued by the reference asset. Upon exercise of the contract the difference between such value and the notional amount is recorded as realized gain (loss) and is included on the Consolidated Statement of Operations.

    The Fund has sold credit protection through credit default swaps to increase exposure to the credit risk of individual issuers and/or indexes of issuers 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 an individual issuer or basket or index of issuers as opposed to decreasing its credit risk exposure related to debt securities of such issuer(s) held by the Fund.

    For the year ended October 31, 2014, the Fund had ending monthly average notional amounts of $154,169,267 and $25,000,000 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 the value of asset or non-asset references. One cash flow is typically based on a non-asset reference (such as an interest rate) and the other on the total return of a reference asset (such as a security or a basket of securities or securities index). 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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

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, and an amount equal to the negative price movement of securities or an index (expressed as a percentage) 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 (expressed as a percentage) multiplied by the notional amount of the contract and, in some cases, dividends paid on the securities.

    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 (expressed as a percentage) multiplied by the notional amount of the contract and, in some cases, dividends paid on the securities. The Fund will receive payments of a floating reference interest rate and an amount equal to the negative price movement of the same securities or index (expressed as a percentage) multiplied by the notional amount of the contract.

    For the year ended October 31, 2014, the Fund had ending monthly average notional amounts of $6,384,132 and $1,597,641 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.

    Purchased swaptions are reported as a component of investments in the Consolidated Statement of Investments and the Consolidated Statement of Assets and Liabilities. Written swaptions are reported on a schedule following the Consolidated Statement of Investments and their value is reported as a separate asset or liability line item in the Consolidated Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Consolidated 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 Consolidated 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 prior to exercise 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.

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

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 increases relative to the preset interest rate.

    During the year ended October 31, 2014, the Fund had an ending monthly average market value of $5,912,888 on purchased swaptions.

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions with counterparties that the Manager believes to be creditworthy at the time of the transaction.

    The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC options purchased, the Fund bears the risk of loss of the amount of the premiums paid plus the positive change in market values net of any collateral held by the Fund should the counterparty fail to perform under the contracts. Options written by the Fund do not typically give rise to counterparty credit risk, as options written generally obligate the Fund and not the counterparty to perform.

    To reduce counterparty risk with respect to OTC transactions, the Fund has entered into master netting arrangements, established within the Fund’s International Swap and Derivatives Association, Inc. (“ISDA”) master agreements, which allow the Fund to make (or to have an entitlement to receive) a single net payment in the event of default (close-out netting) for outstanding payables and receivables with respect to certain OTC positions in swaps, options, swaptions, and forward currency exchange contracts for each individual counterparty. 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 ISDA master agreements. If the counterparty fails to perform under these contracts and agreements, the cash and/or securities will be made available to the Fund.

    As of October 31, 2014, the Fund has required certain counterparties to post collateral of $2,476,364.

    ISDA master agreements include credit related contingent features which allow counterparties to OTC derivatives to terminate derivative contracts prior to maturity in the event that, for example, the Fund’s net assets decline by a stated percentage or the Fund fails to meet the terms of its ISDA master agreements, which would cause the Fund to accelerate payment of any net liability owed to the counterparty.

    For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the Consolidated Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

    The Fund’s risk of loss from counterparty credit risk on exchange-traded derivatives cleared through a clearinghouse and for centrally cleared swaps is generally considered lower than as compared to OTC derivatives. However, counterparty credit risk exists with respect to initial and variation margin deposited/paid by the Fund that is held in futures commission merchant, broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally cleared swaps.

    With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker, futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

    There is the risk that a broker, futures commission merchant or clearinghouse will decline to clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination fee to the executing broker with whom the Fund initially enters into the transaction. Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The Fund is also subject to the risk that the broker or futures commission merchant will improperly use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment obligations of another customer. In the event of a default by another customer of the broker or futures commission merchant, the Fund might not receive its variation margin payments from the clearinghouse, due to the manner in which variation margin payments are aggregated for all customers of the broker/futures commission merchant.

    Collateral and margin requirements differ by type of derivative. Margin requirements are established by the broker, futures commission merchant or clearinghouse for exchange-traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or increase the margin amount, in certain circumstances.

    Collateral terms are contract specific for OTC derivatives. For derivatives traded under an ISDA master agreement, the collateral requirements are typically calculated by netting the mark to market amount for each transaction under such agreement and comparing that amount to the value of any collateral currently pledged by the Fund or the counterparty.

    For financial reporting purposes, cash collateral that has been pledged to cover obligations of the Fund, if any, is reported separately on the Consolidated Statement of Assets and Liabilities as cash pledged as collateral. Non-cash collateral pledged by the Fund, if any, is noted in the Consolidated Statement of Investments. Generally, the amount of collateral due from or to a party must exceed a minimum transfer amount threshold (e.g. $250,000) before a transfer has to be made. To the extent amounts due to the Fund from its counterparties are not fully collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance.

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

The following table presents by counterparty the Fund’s OTC derivative assets net of the related collateral posted for the benefit of the Fund at October 31, 2014.

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amount of Assets in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset			Financial Instruments Collateral Received**			Cash Collateral Received**		Net Amount
Barclays Bank plc	$	233,184	$	—		$	—		$	—	$	233,184
Goldman Sachs Group, Inc. (The)		561,734		(561,734	)		—			—		—
JPMorgan Chase Bank NA		2,675,968		—			(2,476,364	)		—		199,604
Morgan Stanley Capital Services, Inc.		924,541		—			—			—		924,541
Royal Bank of Scotland plc (The)		202,446		—			—			—		202,446
	$	4,597,873	$	(561,734	)	$	(2,476,364	)	$	—	$	1,559,775

* OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to cleared swaps and futures are excluded from these reported amounts.

** Reported collateral posted for the benefit of the Fund within this table is limited to the net outstanding amount due from an individual counterparty. The collateral posted for the benefit of the Fund may exceed these amounts.

The following table presents by counterparty the Fund’s OTC derivative liabilities net of the related collateral pledged by the Fund at October 31, 2014.

				Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amount of Liabilities in the Consolidated Statement of Assets & Liabilities*			Financial Instruments Available for Offset		Financial Instruments Collateral Pledged**		Cash Collateral Pledged**			Net Amount
Deutsche Bank Securities, Inc.	$	(282,345	)	$	—	$	—	$	—		$	(282,345	)
Goldman Sachs Group, Inc. (The)		(918,399	)		561,734		—		(960,000	)		(1,316,665	)
	$	(1,200,744	)	$	561,734	$	—	$	(960,000	)	$	(1,599,010	)

* OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to cleared swaps and futures are excluded from these reported amounts.

** Reported collateral pledged within this table is limited to the net outstanding amount due from the Fund. The securities pledged as collateral by the Fund as reported on the Consolidated Statements of investments may exceed these amounts.

The following table presents the valuations of derivative instruments by risk exposure as reported within the Consolidated Statement of Assets and Liabilities as of October 31, 2014:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

6. Risk Exposures and the Use of Derivative Instruments (Continued)

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as	Consolidated Statement				Consolidated Statement of
Hedging Instruments	of Assets and Liabilities Location	Value			Assets and Liabilities Location	Value
Credit contracts	Swaps, at value	$	786,651		Swaps, at value	$	502,613
Equity contracts					Swaps, at value		415,786
Credit contracts	Centrally cleared swaps, at value		504,325		Centrally cleared swaps, at value		1,959,721
Equity contracts					Variation margin payable		319,200	*
Interest rate contracts	Variation margin receivable		48,797	*	Variation margin payable		53,868	*
Foreign exchange contracts	Unrealized appreciation on foreign currency exchange contracts		1,126,987		Unrealized depreciation on foreign currency exchange contracts		282,345
Equity contracts	Investments, at value		826,000	**
Interest rate contracts	Investments, at value		2,913,923	**
Total		$	6,206,683			$	3,533,533

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

**Amounts relate to purchased option contracts and purchased swaption contracts.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment from unaffiliated companies*			Closing and expiration of futures contracts			Foreign currency transactions		Swap contracts			Total
Commodity contracts	$	—		$	(618,146	)	$	—	$	—		$	(618,146	)
Credit contracts		—			—			—		(9,039,757	)		(9,039,757	)
Equity contracts		139,704			(185,414	)		—		3,242,165			3,196,455
Foreign exchange contracts		(390,000	)		—			3,451,944		—			3,061,944
Interest rate contracts		(955,645	)		(2,033,708	)		—		—			(2,989,353	)
Total	$	(1,205,941	)	$	(2,837,268	)	$	3,451,944	$	(5,797,592	)	$	(6,388,857	)

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

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6. Risk Exposures and the Use of Derivative Instruments (Continued)

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
Commodity contracts	$	—		$	606,479		$	—	$	—		$	606,479
Credit contracts		—			—			—		7,459,842			7,459,842
Equity contracts		(410,393	)		(1,954,668	)		—		(1,554,461	)		(3,919,522
Foreign exchange contracts		381,240			—			1,326,446		—			1,707,686
Interest rate contracts		(5,987,036	)		331,441			—		—			(5,655,595
Total	$	(6,016,189	)	$	(1,016,748	)	$	1,326,446	$	5,905,381		$	198,890

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

7. Restricted Securities

As of October 31, 2014, 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 Consolidated Statement of Investments. Restricted securities are reported on a schedule following the Consolidated Statement of Investments.

8. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the

65 OPPENHEIMER FLEXIBLE STRATEGIES FUND

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Continued

8. Pending Litigation (Continued)

California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer Funds.

66 OPPENHEIMER FLEXIBLE STRATEGIES FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Quest for Value Funds: We have audited the accompanying consolidated statement of assets and liabilities of Oppenheimer Flexible Strategies Fund (a series of Oppenheimer Quest For Value Funds) and subsidiary, including the consolidated statement of investments, as of October 31, 2014, and the related consolidated statement of operations for the year then ended, the consolidated statements of changes in net assets for each of the years in the two-year period then ended, and the consolidated financial highlights for each of the years or periods in the five-year period then ended. These consolidated financial statements and consolidated financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these consolidated financial statements and consolidated financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Flexible Strategies Fund and subsidiary as of October 31, 2014, the results of their operations for the year then ended, the changes in their net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

December 22, 2014

67 OPPENHEIMER FLEXIBLE STRATEGIES FUND

FEDERAL INCOME TAX INFORMATION Unaudited

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

Dividends, if any, paid by the Fund during the fiscal year ended October 31, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 73.27% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended October 31, 2014 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $10,408,031 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2015, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended October 31, 2014, the maximum amount allowable but not less than $1,583,273 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

68 OPPENHEIMER FLEXIBLE STRATEGIES FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

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

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

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

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Sub-Adviser’s advisory, administrative, accounting, legal, compliance

69 OPPENHEIMER FLEXIBLE STRATEGIES FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY

AGREEMENTS Unaudited /Continued

services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Michelle Borré, the portfolio manager for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Adviser and the Fund. Throughout the year, the Adviser provided information on the investment performance of the Fund, including comparative performance information. The Board also reviewed information, prepared by the Adviser and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail funds in the multialternative category. The Board noted that the Fund’s one-, five-, and ten-year performance was better than its category median although its three-year performance was below its category median.

Costs of Services by the Adviser. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load multialternative funds with comparable asset levels and distribution features. The Fund’s contractual management fees were lower than its peer group median and category median. The Fund’s total expenses were higher than its peer group median and category median.

Economies of Scale and Profits Realized by the Managers. The Board considered information regarding OFI Global’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

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

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

70 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreements through September 30, 2015. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.

71 OPPENHEIMER FLEXIBLE STRATEGIES FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES

TO CONSOLIDATED STATEMENTS OF INVESTMENTS Unaudited

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

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

Householding—Delivery of Shareholder Documents

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

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

72 OPPENHEIMER FLEXIBLE STRATEGIES FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2001) Year of Birth: 1943	Director and Vice Chairman of Community Foundation of the Florida Keys (non- profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub- Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999- September 2004). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
David K. Downes, Trustee (since 2005) Year of Birth: 1940	Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006- June2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985- 1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 52 portfolios in the OppenheimerFunds complex.

73 OPPENHEIMER FLEXIBLE STRATEGIES FUND

TRUSTEES AND OFFICERS Unaudited / Continued

David K. Downes, Continued	Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Matthew P. Fink, Trustee (since 2009) Year of Birth: 1941	Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948	Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), NATO Supreme Allied Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 52 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.
Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959	Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal

74 OPPENHEIMER FLEXIBLE STRATEGIES FUND

Elizabeth Krentzman, Continued	(2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Mary F. Miller, Trustee (since 2009) Year of Birth: 1942	Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joel W. Motley, Trustee (since 2009) Year of Birth: 1952	Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since December 2010); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joanne Pace, Trustee (since 2012) Year of Birth: 1958	Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March 2012); Advisory Board Director of The Agile Trading Group LLC (since March 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December 2012); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May 2012); Board Director of The Komera Project (non-profit) (since April 2012); New York Advisory Board Director of Peace First (non-profit) (since March 2010); Senior Advisor of SECOR Asset Management, LP (2010- 2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at

75 OPPENHEIMER FLEXIBLE STRATEGIES FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Joanne Pace, Continued	Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.
Peter I. Wold, Trustee (since 2009) Year of Birth: 1948	Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (since July 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of

76 OPPENHEIMER FLEXIBLE STRATEGIES FUND

William F. Glavin, Jr., Continued	Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007- July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Steinmetz, Gabinet, Mss. Borré, Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Michelle Borré, Vice President (since 2011) Year of Birth: 1967	Vice President of the Sub-Adviser (since April 2003); Senior Portfolio Manager of the Sub-Adviser (since April 2009); Senior Research Analyst of the Sub-Adviser (February 2003-April 2009). Ms. Borre held various positions, including Managing Director and Partner, at J&W Seligman (July 1996 –January 2003). Adjunct Professor of Finance and Economics at Columbia Business School; Served on the Executive Advisory Board at the Heilbrunn Center for Graham and Dodd Investing at Columbia Business School (from 2004 to 2005). A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993- September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.

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TRUSTEES AND OFFICERS Unaudited / Continued

Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011- December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub- Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000- June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

78 OPPENHEIMER FLEXIBLE STRATEGIES FUND

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

79 OPPENHEIMER FLEXIBLE STRATEGIES FUND

OPPENHEIMER FLEXIBLE STRATEGIES FUND
Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Legal Counsel	Kramer Levin Naftalis & Frankel LLP
© 2014 OppenheimerFunds, Inc. All rights reserved.

80 OPPENHEIMER FLEXIBLE STRATEGIES FUND

PRIVACY POLICY NOTICE

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

Information Sources

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

• Applications or other forms

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

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

• Your transactions with us, our affiliates or others

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

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

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

81 OPPENHEIMER FLEXIBLE STRATEGIES FUND

PRIVACY POLICY NOTICE Continued

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., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2014. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

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87 OPPENHEIMER FLEXIBLE STRATEGIES FUND

The Right Way

to Invest

A Better Website for Investors

We redesigned the OppenheimerFunds investor site to help you find the information and services you need—quickly. Visit oppenheimerfunds.com/investors to see how well the new site will work for you. You can also visit our website for 24-hour access to account information and transactions or call us at 800 CALL OPP (225 5677) for 24-hour automated information and automated transactions. Representatives are also available Mon–Fri 8am–8pm ET.

Visit Us

oppenheimerfunds.com

Call Us

800 225 5677

Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2014 OppenheimerFunds Distributor, Inc. All rights reserved.   RA0236.001.1014     December 22, 2014

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	7
Fund Expenses	10
Statement of Investments	12
Statement of Assets and Liabilities	16
Statement of Operations	18
Statements of Changes in Net Assets	19
Financial Highlights	20
Notes to Financial Statements	26
Report of Independent Registered Public Accounting Firm	38
Federal Income Tax Information	39
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements	40
Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments	43
Trustees and Officers	44
Privacy Policy Notice	52

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 10/31/14

	Class A Shares of the Fund
	Without  Sales Charge			With  Sales Charge			Russell  2000 Index			Russell  2500 Index			Russell  2500 Value Index
1-Year		10.91	%		4.53	%		8.06	%		10.23	%		10.23	%
5-Year		14.21			12.86			17.39			18.40			17.63
10-Year		7.88			7.24			8.67			9.68			8.93

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. 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 total return of 10.91% during the reporting period, outperforming the Russell 2500 Value Index (the “Index”), which returned 10.23% during the same period. The Fund’s outperformance versus the Index stemmed primarily from stronger relative stock selection in the industrials, financials and materials sectors, along with an overweight position and stock selection in health care. The Fund underperformed the Index in the consumer discretionary sector due to less favorable stock selection, and in the consumer staples sector as a result of weaker relative stock selection and an overweight position.

MARKET OVERVIEW

Equity markets were choppy for the one-year reporting period ended October 31, 2014. U.S. equities generally ended the reporting period with positive returns, and outperformed foreign equities, including European and emerging market equities. At the outset of the reporting period, U.S. stocks generally rallied as central banks throughout the world maintained their accommodative

policies. In the U.S., the Federal Reserve (“Fed”) maintained its open-ended quantitative easing program involving monthly bond purchases of $85 billion. In December 2013, the Fed announced for the first time that it would reduce its monthly purchases by $10 billion effective the following month. This set the stage for the Fed’s much anticipated tapering of the program.

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

3      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

To start 2014, U.S. equities fell amid fears that political and economic instability in the world’s emerging markets might further dampen the U.S. economic recovery. While these fears generally failed to materialize, economic activity was constrained by unusually harsh winter weather over much of the U.S., which caused downturns in consumer spending, corporate investment, and business inventory replenishment. Despite additional cuts in quantitative easing and signs of ongoing strength in U.S. labor markets, U.S. Gross Domestic Product (“GDP”) contracted at a surprising 2.1% annualized rate over the first quarter.

Equity markets in the U.S. then rebounded as economic data released in the second quarter was positive, with the economy finally regaining all of the jobs lost during the 2008 recession, and the U.S. stock market achieving record highs. The U.S. Department of Commerce later announced that U.S. GDP rebounded at a robust 4.6% annualized rate during the second quarter. Markets were also buoyed by additional stimulative monetary policies enacted by central banks throughout the world, including the European Central Bank (the “ECB”).

The upward march of U.S. equity prices then paused in the third quarter of 2014, with large capitalization stocks mostly moving sideways, mid-capitalization stocks declining modestly, and small-capitalization stocks falling significantly. Smaller capitalization stocks generally exhibit greater sensitivity to the domestic economy and as the noise

around expected Fed tightening got louder, the market worried that a slowing in domestic growth would negatively impact these stocks. Other macroeconomic concerns over the third quarter included geopolitical tensions in Ukraine and the Middle East, and falling oil prices. However, domestic equity markets rallied again in the closing weeks of the reporting period, eliminating the losses experienced over the third quarter. In addition, the reporting period ended with the U.S. Department of Commerce announcing that U.S. GDP grew at an estimated 3.5% over the third quarter of 2014. That figure was later revised to 3.9%.

FUND REVIEW

Top performing stocks for the Fund this reporting period included Delta Air Lines, Inc., Lazard Ltd. and Humana, Inc. Delta, the second largest airline in the U.S. by passenger volume, benefited from strong revenue growth in both the domestic market and in Latin America. In addition, the company benefited as management announced a new capital deployment plan that was well-received by investors. The plan includes raising targets for operating margin and return on invested capital, as well as a modest increase to dividend payments and a significantly larger share repurchase program. As a result of this announcement, many analysts raised their estimates, providing the tailwind for share price gains. Lazard is a boutique investment bank focused on mergers and acquisitions (M&A), restructuring, and asset management. The company continued to report strong revenue

4      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

and earnings results, driven primarily by strong advisory revenue as the global recovery in M&A continues. We believe Lazard is well-positioned to gain market share as M&A volumes increase. Humana, a health insurer, had a strong reporting period. Concerns emerged when federal regulators unveiled proposed cuts to reimbursements for insurers operating private Medicare health plans in 2015. However, shares of Humana rallied after it was determined that cuts would be less than anticipated. Later in the reporting period, Humana also announced a $2 billion share buyback program, which boosted its performance.

Detractors from performance this reporting period included NCR Corp., Noble Corp. and GameStop Corp. NCR makes financial transaction machines and software. NCR declined during the fourth quarter of 2013 as the firm announced disappointing revenue growth. The market also reacted negatively to NCR’s announced acquisition of Digital Insight, a leading provider of customer-facing digital banking software, due to concerns over the size of the premium that NCR paid. We exited our position in NCR during the reporting period. Noble is a provider of deepwater oil and gas contract drilling services. The stock was hurt by falling oil prices during the reporting period. Shares of GameStop, a retailer of video games and computer entertainment software, fell sharply in January after management lowered earnings guidance. This guidance stemmed from an unfavorable change in the sales mix, with a strong increase in lower margin

hardware displacing sales of higher margin software. Subsequent to the end of the reporting period, we exited our position in GameStop.

STRATEGY & OUTLOOK

We remain optimistic about the U.S. economy and believe that, although there may be bumps along the road, the U.S. is on a path to sustainable recovery. As part of that view, we believe investment back into growth opportunities has the potential to benefit companies in the industrials sector focused on non-residential construction and housing. In addition, innovation and cyclical improvements have the potential to positively impact information technology; and we believe attractive investment opportunities exist within health care. Conversely, we remain less sanguine about the outlook for materials. Risk factors have increased recently around global growth – particularly in emerging economies but also now in certain developed economies – where we believe at period end that markets are in the process of adjusting expectations. In that light, we remain cautious about the longer term outlook for stocks with similar characteristics to bonds, such as real estate investment trusts (REITs) and those in the utilities sector, but believe a balanced approach is required. Though they have performed well recently, these stocks have historically reacted negatively to rises in interest rates which are at historically low levels. Management behavior towards the use of free cash flow continues to guide our investment decisions, and our search for

5      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

companies poised for an unanticipated acceleration in return on invested capital is our constant imperative.

While many investors focus on a short-term view when considering potential investments, the Fund utilizes in-depth fundamental research to identify companies that we believe are poised for an unanticipated acceleration in return on invested capital over

Laton Spahr, CFA Portfolio Manager

a multi-year time horizon. We believe this longer-term approach provides a more comprehensive outlook of potential investments by focusing on all three financial statements – income statement, balance sheet and statement of cash flows – and aids in finding companies whose generation and use of free cash flow we deem as yet to be fully reflected in the current stock price.

Eric Hewitt Portfolio Manager

6      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS

Eaton Corp. plc	2.2	%
Lennar Corp., Cl. A	2.1
Oshkosh Corp.	2.0
Lazard Ltd., Cl. A	1.9
Newell Rubbermaid, Inc.	1.9
Reinsurance Group of America, Inc., Cl. A	1.9
Invesco Ltd.	1.9
HD Supply Holdings, Inc.	1.7
Deluxe Corp.	1.6
Lorillard, Inc.	1.6

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2014, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN COMMON STOCK INDUSTRIES

Commercial Banks	7.8	%
Insurance	6.4
Real Estate Investment Trusts (REITs)	6.1
Capital Markets	5.9
Household Durables	4.6
Health Care Equipment & Supplies	4.5
Machinery	4.3
Oil, Gas & Consumable Fuels	3.5
Media	3.4
Electrical Equipment	3.0

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2014, and are based on net assets.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2014, and are based on the total market value of common stocks.

7      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/14

	Inception  Date	1-Year	5-Year	10-Year
Class A (QVSCX)	1/3/89	10.91%	14.21%	7.88%
Class B (QSCBX)	9/1/93	10.03%	13.28%	7.36%
Class C (QSCCX)	9/1/93	10.05%	13.32%	7.05%
Class I (QSCIX)	2/28/12	11.36%	15.70%*	N/A
Class R (QSCNX)	3/1/01	10.61%	13.90%	7.56%
Class Y (QSCYX)	10/24/05	11.30%	14.57%	6.69%*

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 10/31/14

	Inception  Date	1-Year	5-Year	10-Year
Class A (QVSCX)	1/3/89	4.53%	12.86%	7.24%
Class B (QSCBX)	9/1/93	5.03%	13.04%	7.36%
Class C (QSCCX)	9/1/93	9.05%	13.32%	7.05%
Class I (QSCIX)	2/28/12	11.36%	15.70%*	N/A
Class R (QSCNX)	3/1/01	9.61%	13.90%	7.56%
Class Y (QSCYX)	10/24/05	11.30%	14.57%	6.69%*

*Shows performance since inception

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 shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. Prior to 7/1/14, Class R shares were named Class N shares. Beginning 7/1/14, new purchases of Class R shares will no longer be subject to a CDSC upon redemption (any CDSC will remain in effect for purchases prior to 7/1/14). There is no sales charge for Class I and 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.

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. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not

8      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

limited to the investments comprising the indices. 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.

9      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2014.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended October 31, 2014” to estimate the expenses you paid on your account during this period.

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or contingent deferred sales charges (loads). Therefore, the “hypothetical” section of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

10      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Actual	Beginning Account Value May 1, 2014		Ending Account Value October 31, 2014		Expenses Paid During 6 Months Ended October 31, 2014
Class A	$	1,000.00	$	1,037.10	$	6.02
Class B		1,000.00		1,033.10		9.94
Class C		1,000.00		1,033.00		9.94
Class I		1,000.00		1,039.30		3.91
Class R		1,000.00		1,035.60		7.31
Class Y		1,000.00		1,038.50		4.58
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,019.31		5.97
Class B		1,000.00		1,015.48		9.85
Class C		1,000.00		1,015.48		9.85
Class I		1,000.00		1,021.37		3.88
Class R		1,000.00		1,018.05		7.25
Class Y		1,000.00		1,020.72		4.54

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended October 31, 2014 are as follows:

Class	Expense Ratios
Class A		1.17	%
Class B		1.93
Class C		1.93
Class I		0.76
Class R		1.42
Class Y		0.89

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

11      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF INVESTMENTS October 31, 2014

	Shares		Value
Common Stocks—99.4%
Consumer Discretionary—12.5%
Auto Components—1.3%
BorgWarner, Inc.		373,720	$	21,309,514
Diversified Consumer Services—0.8%
Apollo Education Group, Inc.1		465,550		13,342,663
Household Durables—4.6%
Lennar Corp., Cl. A		762,450		32,846,346
Newell Rubbermaid, Inc.		922,730		30,754,591
PulteGroup, Inc.		540,240		10,367,206
				73,968,143
Media—3.4%
Cinemark Holdings, Inc.		239,870		8,472,208
DISH Network Corp., Cl. A1		233,920		14,889,008
Gannett Co., Inc.		584,440		18,409,860
National CineMedia, Inc.		573,413		9,117,267
Regal Entertainment Group, Cl. A		141,940		3,143,971
				54,032,314
Multiline Retail—0.9%
Kohl’s Corp.		148,950		8,076,069
Macy’s, Inc.		105,710		6,112,152
				14,188,221
Specialty Retail—1.5%
GameStop Corp., Cl. A		122,092		5,220,654
Ross Stores, Inc.		124,290		10,032,689
Staples, Inc.		610,450		7,740,506
				22,993,849
Consumer Staples—5.7%
Beverages—0.8%
Molson Coors Brewing Co.		181,780		13,520,796
Food & Staples Retailing—0.9%
Rite Aid Corp.1		2,603,898		13,670,465
Food Products—1.2%
B&G Foods, Inc.		659,255		19,421,652

	Shares		Value
Household Products—1.2%
Energizer Holdings, Inc.		153,991	$	18,886,996
Tobacco—1.6%
Lorillard, Inc.		419,964		25,827,786
Energy—4.5%
Energy Equipment & Services—1.0%
Diamond Offshore Drilling, Inc.		142,650		5,379,331
Noble Corp. plc		230,640		4,824,989
Oceaneering International, Inc.		91,875		6,456,056
				16,660,376
Oil, Gas & Consumable Fuels—3.5%
Cimarex Energy Co.		97,750		11,111,243
EQT Corp.		118,570		11,150,323
HollyFrontier Corp.		117,300		5,323,074
Kodiak Oil & Gas Corp.1		627,390		6,769,538
Tesoro Corp.		131,330		9,378,275
Whiting Petroleum Corp.1		186,600		11,427,384
				55,159,837
Financials—28.4%
Capital Markets—5.9%
Ares Management LP		573,152		9,101,654
Invesco Ltd.		748,524		30,292,766
Lazard Ltd., Cl. A		632,076		31,104,460
Raymond James Financial, Inc.		416,030		23,351,764
				93,850,644
Commercial Banks—7.8%
Associated Banc-Corp.		1,154,620		21,706,856
Boston Private Financial Holdings, Inc.		764,090		10,047,784
East West Bancorp, Inc.		366,760		13,482,098
First NBC Bank Holding Co.1		391,190		14,368,409
Huntington Bancshares, Inc.		1,866,840		18,500,384
KeyCorp		1,250,380		16,505,016
SunTrust Banks, Inc.		349,060		13,662,208

12      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Shares		Value
Commercial Banks (Continued)
Zions Bancorporation		544,857	$	15,784,507
				124,057,262
Consumer Finance—2.2%
Navient Corp.		1,300,293		25,719,795
Synchrony Financial1		345,000		9,321,900
				35,041,695
Insurance—6.4%
Everest Re Group Ltd.		30,550		5,213,358
FNF Group		112,731		3,363,893
Genworth Financial, Inc., Cl. A1		231,170		3,234,068
Lincoln National Corp.		251,790		13,788,020
Reinsurance Group of America, Inc., Cl. A		364,630		30,720,078
Unum Group		715,420		23,937,953
Validus Holdings Ltd.		551,160		21,925,145
				102,182,515
Real Estate Investment Trusts (REITs)—6.1%
Alexandria Real Estate Equities, Inc.		123,890		10,282,870
Apartment Investment & Management Co., Cl. A		273,510		9,788,923
Aviv REIT, Inc.		182,920		6,169,892
Camden Property Trust		124,660		9,557,682
CubeSmart		665,410		14,006,881
Equity LifeStyle Properties, Inc.		199,120		9,776,792
LaSalle Hotel Properties		558,634		21,904,039
Omega Healthcare Investors, Inc.		308,121		11,757,897
Retail Opportunity Investments Corp.		309,057		5,049,991
				98,294,967
Health Care—10.4%
Health Care Equipment & Supplies—4.5%
Boston Scientific Corp.1		913,467		12,130,842
Cooper Cos., Inc. (The)		148,240		24,296,536

	Shares		Value
Health Care Equipment & Supplies (Continued)
Teleflex, Inc.		205,727	$	23,477,565
Zimmer Holdings, Inc.		106,940		11,896,006
				71,800,949
Health Care Providers & Services—2.6%
Humana, Inc.		162,980		22,629,773
Omnicare, Inc.		284,721		18,959,571
				41,589,344
Health Care Technology—1.0%
MedAssets, Inc.1		720,310		15,601,915
Life Sciences Tools & Services—1.4%
Quintiles Transnational Holdings, Inc.1		397,161		23,249,805
Pharmaceuticals—0.9%
Hospira, Inc.1		262,030		14,071,011
Industrials—14.6%
Aerospace & Defense—1.5%
L-3 Communications Holdings, Inc.		134,370		16,320,580
Raytheon Co.		78,220		8,125,494
				24,446,074
Airlines—2.1%
Air Canada, Cl. B1		1,025,533		8,574,481
Delta Air Lines, Inc.		603,092		24,262,391
				32,836,872
Commercial Services & Supplies—1.6%
Deluxe Corp.		426,410		25,925,728
Electrical Equipment—3.0%
Eaton Corp. plc		511,760		34,999,266
Hubbell, Inc., Cl. B		119,970		13,605,798
				48,605,064
Machinery—4.3%
Oshkosh Corp.		727,520		32,563,795
Parker-Hannifin Corp.		135,710		17,239,241
Sun Hydraulics Corp.		116,040		4,619,553
Timken Co. (The)		318,630		13,697,904
				68,120,493
Professional Services—0.4%
On Assignment, Inc.1		213,870		6,223,617

13      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Trading Companies & Distributors—1.7%
HD Supply Holdings, Inc.1		940,170	$	27,114,503
Information Technology—12.3%
Electronic Equipment, Instruments, & Components—1.6%
Anixter International, Inc.		96,309		8,202,638
Dolby Laboratories, Inc., Cl. A		429,610		18,009,251
				26,211,889
Internet Software & Services—1.5%
IAC/InterActiveCorp		341,980		23,148,626
IT Services—1.6%
Sapient Corp.1		758,840		13,143,109
VeriFone Systems, Inc.1		311,550		11,608,353
				24,751,462
Semiconductors & Semiconductor Equipment—3.0%
Microchip Technology, Inc.		109,799		4,733,435
Semtech Corp.1		733,470		18,615,469
Skyworks Solutions, Inc.		157,310		9,161,734
Spansion, Inc., Cl. A1		732,800		15,081,024
				47,591,662
Software—2.8%
Check Point Software Technologies Ltd.1		54,230		4,026,577
Citrix Systems, Inc.1		316,260		20,313,380
Synopsys, Inc.1		511,850		20,975,613
				45,315,570
Technology Hardware, Storage & Peripherals—1.8%
Seagate Technology plc		128,280		8,059,832
Western Digital Corp.		209,420		20,600,646
				28,660,478
Materials—5.2%
Chemicals—1.9%
International Flavors & Fragrances, Inc.		97,310		9,648,286
PPG Industries, Inc.		69,400		14,136,086

	Shares		Value
Chemicals (Continued)
Westlake Chemical Corp.		98,010	$	6,914,606
				30,698,978
Containers & Packaging—1.5%
Ball Corp.		246,370		15,873,619
Rock-Tenn Co., Cl. A		163,600		8,368,140
				24,241,759
Metals & Mining—0.5%
Steel Dynamics, Inc.		353,280		8,128,973
Paper & Forest Products—1.3%
Louisiana-Pacific Corp.1		1,386,730		20,246,258
Telecommunication Services—1.7%
Diversified Telecommunication Services—1.7%
Frontier Communications Corp.		2,289,240		14,971,630
Windstream Holdings, Inc.		1,225,440		12,842,611
				27,814,241
Utilities—4.1%
Electric Utilities—1.1%
Entergy Corp.		112,482		9,450,738
Portland General Electric Co.		210,060		7,648,284
				17,099,022
Gas Utilities—0.4%
Questar Corp.		295,060		7,113,897
Multi-Utilities—2.6%
Alliant Energy Corp.		145,550		9,011,000
Ameren Corp.		375,730		15,908,408
Avista Corp.		214,400		7,600,480
DTE Energy Co.		114,380		9,397,461
				41,917,349
Total Common Stocks (Cost $1,306,038,473)				1,588,935,234

14      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

	Shares		Value
Investment Company—0.6%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.08%2,3 (Cost $8,807,907)		8,807,907	$	8,807,907
Total Investments, at Value (Cost $1,314,846,380)		100.0%		1,597,743,141
Net Other Assets (Liabilities)		0.0		(21,497)
Net Assets		100.0%	$	1,597,721,644

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, as amended, at or during the period ended October 31, 2014, 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, 2013		Gross Additions		Gross Reductions		Shares October 31, 2014
Oppenheimer Institutional Money Market Fund, Cl. E		28,250,948		318,969,350		338,412,391		8,807,907
					Value		Income
Oppenheimer Institutional Money Market Fund, Cl. E					$	8,807,907	$	13,319

3. Rate shown is the 7-day yield as of October 31, 2014.

See accompanying Notes to Financial Statements.

15      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2014

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,306,038,473)	$	1,588,935,234
Affiliated companies (cost $8,807,907)		8,807,907
		1,597,743,141
Cash		1,000,000
Receivables and other assets:
Investments sold		15,989,401
Dividends		772,001
Shares of beneficial interest sold		6,203
Other		188,778
Total assets		1,615,699,524
Liabilities
Payables and other liabilities:
Investments purchased		14,925,240
Shares of beneficial interest redeemed		2,157,322
Trustees’ compensation		523,303
Distribution and service plan fees		333,266
Shareholder communications		12,622
Other		26,127
Total liabilities		17,977,880
Net Assets	$	1,597,721,644
Composition of Net Assets
Par value of shares of beneficial interest	$	355,525
Additional paid-in capital		1,547,026,492
Accumulated net investment income		1,110,338
Accumulated net realized loss on investments		(233,667,472	)
Net unrealized appreciation on investments		282,896,761
Net Assets	$	1,597,721,644

16      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,104,252,440 and 23,633,441 shares of beneficial interest outstanding)	$46.72
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$49.57
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $37,091,594 and 943,936 shares of beneficial interest outstanding)	$39.29
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $279,924,938 and 7,114,203 shares of beneficial interest outstanding)	$39.35
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $426,606 and 8,983 shares of beneficial interest outstanding)	$47.49
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $125,703,216 and 2,800,967 shares of beneficial interest outstanding)	$44.88
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $50,322,850 and 1,050,933 shares of beneficial interest outstanding)	$47.88

See accompanying Notes to Financial Statements.

17      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENT OF OPERATIONS For the Year Ended October 31, 2014

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $75,487)	$	32,763,002
Affiliated companies		13,319
Interest		298
Total investment income		32,776,619
Expenses
Management fees		11,411,265
Distribution and service plan fees:
Class A		2,838,675
Class B		440,188
Class C		2,842,962
Class R1		649,852
Transfer and shareholder servicing agent fees:
Class A		2,655,795
Class B		134,599
Class C		643,773
Class I		54
Class R1		315,758
Class Y		71,824
Shareholder communications:
Class A		22,016
Class B		654
Class C		5,824
Class I		46
Class R1		241
Class Y		107
Trustees’ compensation		36,368
Custodian fees and expenses		9,737
Other		153,799
Total expenses		22,233,537
Less waivers and reimbursements of expenses		(85,671)
Net expenses		22,147,866
Net Investment Income		10,628,753
Realized and Unrealized Gain
Net realized gain on investments from unaffiliated companies		143,033,274
Net change in unrealized appreciation/depreciation on investments		14,924,621
Net Increase in Net Assets Resulting from Operations	$	168,586,648

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

See accompanying Notes to Financial Statements.

18      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended October 31, 2014		Year Ended October 31, 2013
Operations
Net investment income	$	10,628,753	$	7,137,698
Net realized gain		143,033,274		369,113,955
Net change in unrealized appreciation/depreciation		14,924,621		78,759,113
Net increase in net assets resulting from operations		168,586,648		455,010,766
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(13,504,460)		(840,861)
Class B		(39,242)		—
Class C		(661,974)		—
Class I		(2,835)		—
Class R1		(938,463)		—
Class Y		(917,484)		(235,182)
		(16,064,458)		(1,076,043)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(163,106,871)		(84,634,225)
Class B		(16,201,497)		(18,908,898)
Class C		(23,054,913)		(32,813,044)
Class I		314,035		76,697
Class R1		(16,759,062)		(41,636,313)
Class Y		(4,001,224)		(29,512,040)
		(222,809,532)		(207,427,823)
Net Assets
Total increase (decrease)		(70,287,342)		246,506,900
Beginning of period		1,668,008,986		1,421,502,086
End of period (including accumulated net investment income of $1,110,338 and $6,546,043, respectively)	$	1,597,721,644	$	1,668,008,986

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

See accompanying Notes to Financial Statements.

19      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS

Class A	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	42.63		$	31.33		$	30.05	$	29.44	$	24.35
Income (loss) from investment operations:
Net investment income (loss)2		0.36			0.24			0.07		0.03		(0.03	)
Net realized and unrealized gain		4.25			11.09			1.21		0.58		5.12
Total from investment operations		4.61			11.33			1.28		0.61		5.09
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.52	)		(0.03	)		0.00		0.00		0.00
Net asset value, end of period	$	46.72		$	42.63		$	31.33	$	30.05	$	29.44
Total Return, at Net Asset Value3		10.91%			36.16%			4.26%		2.07%		20.90%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,104,252		$	1,162,455		$	938,427	$	1,250,055	$	1,573,085
Average net assets (in thousands)	$	1,151,106		$	1,013,781		$	1,099,549	$	1,527,052	$	1,642,391
Ratios to average net assets:4
Net investment income (loss)		0.80%			0.65%			0.24%		0.11%		(0.13)%
Total expenses5		1.18%			1.27%			1.31%		1.26%		1.29%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.18%			1.27%			1.26%		1.25%		1.28%
Portfolio turnover rate		51%			128%			54%		89%		71%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended October 31, 2014	1.18	%
Year Ended October 31, 2013	1.27	%
Year Ended October 31, 2012	1.31	%
Year Ended October 31, 2011	1.27	%
Year Ended October 29, 2010	1.29	%

See accompanying Notes to Financial Statements.

20      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Class B	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	35.74		$	26.48		$	25.60		$	25.29		$	21.08
Income (loss) from investment operations:
Net investment income (loss)2		0.01			(0.08	)		(0.15	)		(0.20	)		(0.22	)
Net realized and unrealized gain		3.57			9.34			1.03			0.51			4.43
Total from investment operations		3.58			9.26			0.88			0.31			4.21
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.03	)		0.00			0.00		��	0.00			0.00
Net asset value, end of period	$	39.29		$	35.74		$	26.48		$	25.60		$	25.29
Total Return, at Net Asset Value3		10.03%			34.97%			3.44%			1.23%			19.97%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	37,092		$	48,927		$	53,204		$	85,100		$	123,847
Average net assets (in thousands)	$	43,889		$	48,518		$	67,022		$	113,687		$	131,255
Ratios to average net assets:4
Net investment income (loss)		0.04%			(0.25)%			(0.57)%			(0.71)%			(0.91)%
Total expenses5		2.01%			2.35%			2.37%			2.30%			2.31%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.96%			2.15%			2.09%			2.08%			2.07%
Portfolio turnover rate		51%			128%			54%			89%			71%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended October 31, 2014	2.01	%
Year Ended October 31, 2013	2.35	%
Year Ended October 31, 2012	2.37	%
Year Ended October 31, 2011	2.31	%
Year Ended October 29, 2010	2.31	%

See accompanying Notes to Financial Statements.

21      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class C	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	35.83		$	26.52		$	25.64		$	25.32		$	21.10
Income (loss) from investment operations:
Net investment income (loss)2		0.02			(0.04	)		(0.14	)		(0.18	)		(0.21	)
Net realized and unrealized gain		3.59			9.35			1.02			0.50			4.43
Total from investment operations		3.61			9.31			0.88			0.32			4.22
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.09	)		0.00			0.00			0.00			0.00
Net asset value, end of period	$	39.35		$	35.83		$	26.52		$	25.64		$	25.32
Total Return, at Net Asset Value3		10.05%			35.10%			3.43%			1.26%			20.00%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	279,925		$	276,676		$	234,237		$	285,735		$	334,710
Average net assets (in thousands)	$	283,792		$	252,028		$	258,974		$	336,244		$	336,938
Ratios to average net assets:4
Net investment income (loss)		0.05%			(0.13)%			(0.56)%			(0.67)%			(0.89)%
Total expenses5		1.93%			2.05%			2.08%			2.03%			2.07%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.93%			2.05%			2.06%			2.02%			2.04%
Portfolio turnover rate		51%			128%			54%			89%			71%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended October 31, 2014	1.93%
Year Ended October 31, 2013	2.05%
Year Ended October 31, 2012	2.08%
Year Ended October 31, 2011	2.04%
Year Ended October 29, 2010	2.07%

See accompanying Notes to Financial Statements.

22      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Class I	Year Ended October 31, 2014			Year Ended October 31, 2013		Period Ended October 31, 20121
Per Share Operating Data
Net asset value, beginning of period	$	43.64		$	31.88	$	32.90
Income (loss) from investment operations:
Net investment income2		0.47			0.49		0.21
Net realized and unrealized gain (loss)		4.42			11.27		(1.23	)
Total from investment operations		4.89			11.76		(1.02	)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(1.04	)		0.00		0.00
Net asset value, end of period	$	47.49		$	43.64	$	31.88
Total Return, at Net Asset Value3		11.36%			36.85%		(3.07)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	427		$	95	$	10
Average net assets (in thousands)	$	178		$	35	$	422
Ratios to average net assets:4
Net investment income		1.02%			1.23%		0.99%
Total expenses5		0.76%			0.77%		0.74%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.76%			0.77%		0.74%
Portfolio turnover rate		51%			128%		54%

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 fees and expenses were as follows:

Year Ended October 31, 2014	0.76	%
Year Ended October 31, 2013	0.77	%
Period Ended October 31, 2012	0.74	%

See accompanying Notes to Financial Statements.

23      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class R	Year Ended October 31, 2014			Year Ended October 31, 2013		Year Ended October 31, 2012			Year Ended October 31, 2011			Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	40.87		$	30.09	$	28.94		$	28.44		$	23.58
Income (loss) from investment operations:
Net investment income (loss)2		0.23			0.14		(0.02	)		(0.05	)		(0.10	)
Net realized and unrealized gain		4.09			10.64		1.17			0.55			4.96
Total from investment operations		4.32			10.78		1.15			0.50			4.86
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.31	)		0.00		0.00			0.00			0.00
Net asset value, end of period	$	44.88		$	40.87	$	30.09		$	28.94		$	28.44
Total Return, at Net Asset Value3		10.61%			35.79%		3.97%			1.76%			20.61%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	125,703		$	130,267	$	132,365		$	176,002		$	224,132
Average net assets (in thousands)	$	129,580		$	129,674	$	154,101		$	213,872		$	227,923
Ratios to average net assets:4
Net investment income (loss)		0.53%			0.39%		(0.05)%			(0.17)%			(0.38)%
Total expenses5		1.45%			1.53%		1.59%			1.54%			1.62%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.45%			1.53%		1.55%			1.53%			1.52%
Portfolio turnover rate		51%			128%		54%			89%			71%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended October 31, 2014	1.45	%
Year Ended October 31, 2013	1.53	%
Year Ended October 31, 2012	1.59	%
Year Ended October 31, 2011	1.55	%
Year Ended October 29, 2010	1.62	%

See accompanying Notes to Financial Statements.

24      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Class Y	Year Ended October 31, 2014			Year Ended October 31, 2013			Year Ended October 31, 2012		Year Ended October 31, 2011		Year Ended October 29, 20101
Per Share Operating Data
Net asset value, beginning of period	$	43.81		$	32.20		$	30.78	$	30.08	$	24.79
Income (loss) from investment operations:
Net investment income2		0.52			0.34			0.19		0.12		0.06
Net realized and unrealized gain		4.37			11.40			1.23		0.58		5.23
Total from investment operations		4.89			11.74			1.42		0.70		5.29
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.82	)		(0.13	)		0.00		0.00		0.00
Net asset value, end of period	$	47.88		$	43.81		$	32.20	$	30.78	$	30.08
Total Return, at Net Asset Value3		11.30%			36.55%			4.62%		2.33%		21.34%
Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	50,323		$	49,589		$	63,259	$	100,231	$	101,045
Average net assets (in thousands)	$	50,290		$	50,572		$	85,178	$	102,025	$	120,886
Ratios to average net assets:4
Net investment income		1.13%			0.91%			0.60%		0.35%		0.21%
Total expenses5		0.84%			0.98%			0.92%		1.00%		0.91%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.83%			0.98%			0.92%		0.99%		0.90%
Portfolio turnover rate		51%			128%			54%		89%		71%

1. October 29, 2010 represents the last business day of the Fund’s reporting period.

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 fees and expenses were as follows:

Year Ended October 31, 2014	0.84	%
Year Ended October 31, 2013	0.98	%
Year Ended October 31, 2012	0.92	%
Year Ended October 31, 2011	1.01	%
Year Ended October 29, 2010	0.91	%

See accompanying Notes to Financial Statements.

25      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS October 31, 2014

1. Significant Accounting Policies

Oppenheimer Small- & Mid- Cap Value Fund (the “Fund”), a series of Oppenheimer Quest for Value Funds, is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. The Fund’s investment objective is to seek capital appreciation. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI.

    The Fund offers Class A, Class C, Class I, Class R 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. As of July 1, 2014, Class N shares were renamed Class R shares. Class N shares subject to a contingent deferred sales charge (“CDSC”) on July 1, 2014, will continue to be subject to a CDSC after the shares are renamed. Purchases of Class R shares occurring on or after July 1, 2014, will not be subject to a CDSC upon redemption. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees. 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.

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

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

sector or industry, or changes in government regulations affecting the company or its industry.

26      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

1. Significant Accounting Policies (Continued)

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

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.

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

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$677,596		$—		$231,460,315		$281,758,560

27      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

1. Significant Accounting Policies (Continued)

1. As of October 31, 2014, the Fund had $231,460,315 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.

Expiring
2017	$	231,460,315

2. During the fiscal year ended October 31, 2014, the Fund utilized $142,738,929 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended October 31, 2013, the Fund utilized $344,664,676 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

The tax character of distributions paid during the years ended October 31, 2014 and October 31, 2013 was as follows:

	Year Ended   October 31, 2014		Year Ended   October 31, 2013
Distributions paid from:
Ordinary income	$	16,064,458	$	1,076,043

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of October 31, 2014 are noted in the following table. The primary difference between book and tax appreciation or depreciation of securities and other investments, if applicable, is attributable to the tax deferral of losses or tax realization of financial statement unrealized gain or loss.

Federal tax cost of securities	$	1,315,984,581
Gross unrealized appreciation	$	301,259,176
Gross unrealized depreciation		(19,500,616)
Net unrealized appreciation	$	281,758,560

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.

28      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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 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

29      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Securities Valuation (Continued)

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.

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.

30      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.

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

31      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Securities Valuation (Continued)

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 October 31, 2014 based on valuation input level:

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	199,834,704	$	—	$	—	$	199,834,704
Consumer Staples		91,327,695		—		—		91,327,695
Energy		71,820,213		—		—		71,820,213
Financials		453,427,083		—		—		453,427,083
Health Care		166,313,024		—		—		166,313,024
Industrials		233,272,351		—		—		233,272,351
Information Technology		195,679,687		—		—		195,679,687
Materials		83,315,968		—		—		83,315,968
Telecommunication Services		27,814,241		—		—		27,814,241
Utilities		66,130,268		—		—		66,130,268
Investment Company		8,807,907		—		—		8,807,907
Total Assets	$	1,597,743,141	$	—	$	—	$	1,597,743,141

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

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:

32      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

3. Shares of Beneficial Interest (Continued)

	Year Ended October 31, 2014						Year Ended October 31, 2013
	Shares			Amount			Shares			Amount
Class A
Sold		3,187,950		$	143,191,106			6,012,410		$	229,492,865
Dividends and/or distributions reinvested		288,729			12,740,510			24,509			781,094
Redeemed		(7,114,378	)		(319,038,487	)		(8,720,933	)		(314,908,184	)
Net decrease		(3,637,699	)	$	(163,106,871	)		(2,684,014	)	$	(84,634,225	)
Class B
Sold		39,064		$	1,458,869			155,683		$	4,980,576
Dividends and/or distributions reinvested		981			37,819			—			—
Redeemed		(465,030	)		(17,698,185	)		(796,309	)		(23,889,474	)
Net decrease		(424,985	)	$	(16,201,497	)		(640,626	)	$	(18,908,898	)
Class C
Sold		854,974		$	32,350,377			1,168,428		$	36,821,008
Dividends and/or distributions reinvested		15,096			563,782			—			—
Redeemed		(1,477,278	)		(55,969,072	)		(2,280,794	)		(69,634,052	)
Net decrease		(607,208	)	$	(23,054,913	)		(1,112,366	)	$	(32,813,044	)
Class I
Sold		8,445		$	388,877			2,119		$	86,602
Dividends and/or distributions reinvested		55			2,519			—			—
Redeemed		(1,704	)		(77,361	)		(236	)		(9,905	)
Net increase		6,796		$	314,035			1,883		$	76,697
Class R1
Sold		567,378		$	24,430,423			726,988		$	25,913,549
Dividends and/or distributions reinvested		19,770			841,931			—			—
Redeemed		(973,378	)		(42,031,416	)		(1,938,822	)		(67,549,862	)
Net decrease		(386,230	)	$	(16,759,062	)		(1,211,834	)	$	(41,636,313	)
Class Y
Sold		503,843		$	23,790,106			408,620		$	15,453,039
Dividends and/or distributions reinvested		16,712			757,570			5,962			194,843
Redeemed		(601,561	)		(28,548,900	)		(1,247,131	)		(45,159,922	)
Net decrease		(81,006	)	$	(4,001,224	)		(832,549	)	$	(29,512,040	)

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

33      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS 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 year ended October 31, 2014 were as follows:

	Purchases		Sales
Investment securities	$	837,770,239	$	1,054,795,085

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

The Fund’s management fee for the fiscal year ended October 31, 2014 was 0.69% of average annual net assets before any applicable waivers.

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

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

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

Trustees’ Compensation. The Fund 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

34      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

5. Fees and Other Transactions with Affiliates (Continued)

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 year ended October 31, 2014, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	10,790
Payments Made to Retired Trustees		60,229
Accumulated Liability as of October 31, 2014		363,393

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

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

Distribution and Service Plan for Class A Shares. The Fund has adopted a Distribution and Service Plan (the “Plan”) for Class A shares pursuant to Rule 12b-1 under the 1940 Act. 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 R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class B, Class C and Class R shares pursuant to Rule 12b-1 under the 1940 Act to compensate the Distributor for distributing those share classes, maintaining accounts and providing shareholder services. Under the Plans, the Fund pays the Distributor an annual asset-based sales charge of 0.75% on Class B and Class C shares daily net assets and 0.25% on Class R shares daily net assets. The Fund

35      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Fees and Other Transactions with Affiliates (Continued)

also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans continue in effect from year to year only if the Fund’s Board of Trustees vote annually to approve its continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

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

Year Ended	Class A Front-End Sales Charges Retained by Distributor		Class 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 R Contingent Deferred Sales Charges Retained by Distributor
October 31, 2014	$	333,734	$	3,192	$	46,201	$	9,098	$	1,397

Waivers and Reimbursements of Expenses. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IMMF. During the year ended October 31, 2014, the Manager waived fees and/or reimbursed the Fund $16,085 for IMMF management fees.

    The Transfer Agent has contractually agreed to limit transfer and shareholder servicing agent fees for Classes B, C, R 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. The limit was removed on February 28, 2014.

During the year ended October 31, 2014, the Transfer Agent waived transfer and shareholder servicing agent fees as follows:

Class A	$	36,160
Class B		21,773
Class C		3,211
Class Y		8,442

    These undertakings may be modified or terminated as set forth according to the terms in the prospectus.

6. Pending Litigation

In 2009, seven class action lawsuits were filed in the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc., the Fund’s principal underwriter and distributor (the “Distributor”), and certain funds (but not including the Fund) advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “Defendant Funds”). The lawsuits also named as defendants certain officers and current and former trustees of the respective Defendant Funds. The lawsuits raised claims

36      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

6. Pending Litigation (Continued)

under federal securities laws and alleged, among other things, that the disclosure documents of the respective Defendant Funds contained misrepresentations and omissions and that the respective Defendant Funds’ investment policies were not followed. The plaintiffs in these actions sought unspecified damages, equitable relief and awards of attorneys’ fees and litigation expenses. The Defendant Funds’ Boards of Trustees also engaged counsel to represent the Funds and the present and former Independent Trustees named in those suits. In March 2014, the parties in six of these lawsuits executed stipulations and agreements of settlement resolving those actions. In July 2014, the court entered an order and final judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer Funds.

37      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying statement of assets and liabilities of Oppenheimer Small- & Mid- Cap Value Fund (a series of Oppenheimer Quest for Value Funds), including the statement of investments, as of October 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

    We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2014, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Small- & Mid- Cap Value Fund as of October 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

December 22, 2014

38      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2014, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2013.

    Dividends, if any, paid by the Fund during the fiscal year ended October 31, 2014 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 100% to arrive at the amount eligible for the corporate dividend-received deduction.

    A portion, if any, of the dividends paid by the Fund during the fiscal year ended October 31, 2014 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $27,573,838 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2014, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

    Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended October 31, 2014, the maximum amount allowable but not less than $4,283 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

39      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to renew the Agreements. The Investment Company Act of 1940, as amended, requires that the Board request and evaluate, and that the Managers provide, such information as may be reasonably necessary to evaluate the terms of the Agreements. The Board employs an independent consultant to prepare a report that provides information, including comparative information that the Board requests for that purpose. In addition to in-person meetings focused on this evaluation, the Board receives information throughout the year regarding Fund services, fees, expenses and performance.

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

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

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

    The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has had over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Sub-Adviser’s advisory, administrative, accounting, legal, compliance

40      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Laton Spahr and Eric Hewitt, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

    Investment Performance of the Adviser and the Fund. Throughout the year, the Adviser provided information on the investment performance of the Fund, including comparative performance information. The Board also reviewed information, prepared by the Adviser and by the independent consultant, comparing the Fund’s historical performance to relevant market indices and to the performance of other retail funds in the mid-cap value category. The Board noted that the Fund’s one-year performance was better than its category median although its three-, five- and ten-year performance was below its category median.

    Costs of Services by the Adviser. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load mid-cap value funds with comparable asset levels and distribution features. The Fund’s contractual management fees were lower than its peer group median and category median. The Fund’s total expenses were higher than its peer group median and category median.

    Economies of Scale and Profits Realized by the Managers. The Board considered information regarding OFI Global’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

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

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

41      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

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

    Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Trustees, decided to continue the Agreements through September 30, 2015. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.

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

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

Householding—Delivery of Shareholder Documents

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

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

43      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
Brian F. Wruble, Chairman of the Board of Trustees (since 2007), Trustee (since 2001) Year of Birth: 1943	Director and Vice Chairman of Community Foundation of the Florida Keys (non-profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
David K. Downes, Trustee (since 2005) Year of Birth: 1940	Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006-June 2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services

44      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

David K. Downes, Continued	firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Matthew P. Fink, Trustee (since 2009) Year of Birth: 1941	Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948	Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), NATO Supreme Allied Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 52 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

45      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959	Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management – Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Mary F. Miller, Trustee (since 2009) Year of Birth: 1942	Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joel W. Motley, Trustee (since 2009) Year of Birth: 1952	Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since December 2010); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch and Member of the Investment Committee and Board of Historic Hudson Valley. Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
Joanne Pace, Trustee (since 2012) Year of Birth: 1958	Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March 2012); Advisory Board Director of The Agile Trading Group LLC (since March 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December 2012); Advisory Council Member of Morgan Stanley

46      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Joanne Pace, Continued	Children’s Hospital (non-profit) (since May 2012); Board Director of The Komera Project (non-profit) (since April 2012); New York Advisory Board Director of Peace First (non-profit) (since March 2010); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 52 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.
Peter I. Wold, Trustee (since 2009) Year of Birth: 1948	Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, Inc. (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 52 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
INTERESTED TRUSTEE	Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
William F. Glavin, Jr., Trustee (since 2009) Year of Birth: 1958	Chairman of the Sub-Adviser (since July 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June

47      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued

William F. Glavin, Jr., Continued	2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Spahr, Hewitt, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Laton Spahr, Vice President (since 2013) Year of Birth: 1975	Senior Vice President of the Sub-Adviser since March 2013. Senior portfolio manager (2003-2013) and equity analyst (2001-2002) for Columbia Management Investment Advisers, LLC. A portfolio manager and an officer of other portfolios in the OppenheimerFunds complex.
Eric Hewitt, Vice President (since 2013) Year of Birth: 1971	Vice President of the Sub-Adviser (since March 2013). Customer portfolio manager and product manager for Columbia Management Investment Advisors, LLC (2012–2013). Senior Equity Analyst with Diamondback/Harbor Watch Capital Management, LLC (2009–2012) and a Senior Equity Analyst and Portfolio Manager with AllianceBernstein LP (1999–2009). A portfolio manager and an officer in the OppenheimerFunds complex.

48      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958	CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.
Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958	Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.
Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated

49      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Mary Ann Picciotto, Continued	entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 1999) Year of Birth: 1959	Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.
The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and Officers and is available without charge upon request, by calling 1.800.CALL OPP (225.5677).

50      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Legal Counsel	Kramer Levin Naftalis & Frankel LLP

^© 2014 OppenheimerFunds, Inc. All rights reserved.

51      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

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

Right of Refusal

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

52      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., each of its investment adviser subsidiaries, OppenheimerFunds Distributor, Inc. and OFI Global Trust Co. It applies to all Oppenheimer fund accounts you presently have, or may open in the future, using your Social Security number—whether or not you remain a shareholder of our funds. This notice was last updated November 2014. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about this privacy policy, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

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55      OPPENHEIMER SMALL- & MID- CAP VALUE FUND

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $92,400 in fiscal 2014 and $90,500 in fiscal 2013.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2014 and $1,500 in fiscal 2013.

The principal accountant for the audit of the registrant’s annual financial statements billed $1,042,959 in fiscal 2014 and $459,080 in fiscal 2013 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: GIPS attestation procedures, system conversion testing, and entity reorganization

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $44,425 in fiscal 2014 and $36,070 in fiscal 2013.

The principal accountant for the audit of the registrant’s annual financial statements billed $467,462 in fiscal 2014 and $581,620 in fiscal 2013 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2014 and no such fees in fiscal 2013.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2014 and no such fees in fiscal 2013 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

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

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

Under applicable laws, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

(2) 0%

(f) Not applicable as less than 50%.

(g) The principal accountant for the audit of the registrant’s annual financial statements billed $1,554,846 in fiscal 2014 and $1,076,770 in fiscal 2013 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h) The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser,

and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 10/31/2014, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12. Exhibits.

(a) (1) Exhibit attached hereto.

(2) Exhibits attached hereto.

(3) Not applicable.

(b) Exhibit attached hereto.

SIGNATURES

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

Oppenheimer Quest for Value Funds

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	12/12/2014

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

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	12/12/2014
By:	/s/ Brian W. Wixted
	Brian W. Wixted
	Principal Financial Officer
Date:	12/12/2014