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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-5225

Oppenheimer Quest for Value Funds

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices)  (Zip code)

Cynthia Lo Bessette

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:  4/30/2017

Item 1. Reports to Stockholders.

Semiannual Report 4/30/2017 OppenheimerFunds The Right Way to Invest Oppenheimer Global Allocation Fund

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	7
Fund Expenses	11
Consolidated Statement of Investments	13
Consolidated Statement of Assets and Liabilities	36
Consolidated Statement of Operations	38
Consolidated Statements of Changes in Net Assets	40
Consolidated Financial Highlights	41
Notes to Consolidated Financial Statements	53
Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments	80
Distribution Sources	81
Trustees and Officers	82
Privacy Policy Notice	83

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/17

	6-Month		1-Year		5-Year		10-Year
Class A Shares of the Fund without Sales Charge		6.94%		10.87%		6.53%		2.48%
Class A Shares of the Fund with Sales Charge		0.79		4.50		5.27		1.87
MSCI All Country World Index		11.76		15.14		8.96		3.71
S&P 500 Index		13.32		17.92		13.68		7.15
Reference Index		6.82		9.67		6.90		4.41
Bloomberg Barclays Global Aggregate Bond Index, Hedged		-0.27		1.60		3.44		4.35

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

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Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 6.94% during the reporting period. The Fund outperformed its Reference Index (the “Reference Index”), a customized weighted index currently comprised of 60% of the MSCI All Country World Index and 40% of the Bloomberg Barclays Global Aggregate Bond Index, Hedged, which returned 6.82%.

MARKET OVERVIEW

The world experienced a major unexpected event in early November, with the U.S. election delivering a victory to Donald J. Trump, the Republican candidate. Markets began to price in optimism on fiscal spending and potential for broad reforms as it became clear the Republican Party would control the Presidency, and have controlling majorities in the House and Senate. Investors were most positive on potential fiscal expansion, through both infrastructure spending and tax cuts for individuals and corporations.

Central banks slightly reduced monetary stimulus during December, though the moves were generally well telegraphed and were taken positively by markets. The most notable was the U.S. Federal Reserve (the “Fed”), who hiked rates (as widely expected) for the first time since December 2015. The accompanying statement was more hawkish than many expected, forecasting a pickup in growth and employment and one more rate hike for 2017 than they had previously indicated.

Markets started 2017 on a positive note, with business and consumer sentiment hitting recent highs in the U.S. and inflation figures generally coming in above expectations.

Economic data continued to show signs that the global slowdown evident in early 2016 is abating.

Donald Trump was sworn in as the new U.S. President at the end of January and promptly began pushing against long-held U.S. policies, including bans on immigration and improved regulatory environment for pipelines.

Markets generally traded on a positive note during February, as continued strength in U.S. and global economic indicators helped maintain expectations of a cyclical upswing in growth. Key business surveys on manufacturing and services were strong and beat expectations, indicating a strong outlook for growth in the short term.

European political issues remained near the surface. Predictions of “Frexit” and the demise of the euro emerged. These fears eased after the period ended with the election of Emmanuel Macron.

As February drew to a close, the Fed became increasingly vocal about the possibility of a March rate hike. The Fed followed through on

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their comments and hiked its short-term rates in March for the third time since the financial crisis, marking an increase in the pace of rate moves.

By the end of March, a ‘chase for yield’ mentality began to return to markets, and both credit and government bond markets attracted buyers.

Market activity was relatively subdued in April, and trading levels remained in recent ranges. There were a couple of key developments, including slowing global momentum in key economic measures, balanced by more positive outcomes from French elections and the start of U.S. earnings season.

FUND REVIEW

During the reporting period, the equity security selection component of the Fund’s investment process was the largest contributor to relative performance versus the Reference Index. This was driven mostly by widespread outperformance of our international and domestic equity strategies. Our global developed equity strategy had outperformance relative to the MSCI All Country World Index during the period, driven by favorable stock selection across sectors. The developed international growth equity strategy experienced outperformance driven mostly by stock selection in the Health Care sector. Our developed international value equity strategy, which helps to reduce our growth and momentum style tilt, was also a positive contributor to performance. In the

domestic equity component, our large-cap core strategy was the largest contributor to performance followed by our large-cap value and large-cap growth strategies. Overall, it was favorable period for our bottom-up equity strategies.

With respect to asset allocation at the end of the period, the portfolio was slightly underweight equity focused strategies with a preference for the emerging markets. Our macroeconomic tools and research indicate the world economy continues its broad-based and synchronized acceleration in economic activity. All major developed markets have moved back into an “expansion” phase of the business cycle, while emerging markets remain on a gradual “recovery” path that began in early 2016. This macro backdrop has justified a moderately long risk posture in our portfolio during the past few months, and we believe it will continue to support traditionally riskier assets in the near-term.

In contrast to positive economic momentum, we see warning signs in the credit cycle. Specifically, growing corporate leverage and the resulting tighter lending standards could increase credit market vulnerability. As a result, we have reduced our exposure to certain areas of the credit markets, particularly high yield bonds. Despite favorable economic conditions, the current business cycle is very extended, a fact that is reflected in the expensive valuations of several asset classes as well as the build-up of leverage in the corporate sector. In the credit cycle, corporate leverage typically follows a cyclical pattern

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that precedes changes in credit conditions by several quarters and is followed by a re-pricing of credit spreads. Today the non-financial corporate credit cycle has reached cyclical highs, surpassing the 2008 peak and approaching the peaks of 1989 and 2000. All three of these episodes coincided with recessions.

During the period, we had begun to adjust our portfolios to better reflect the growing risks in the credit cycle. Specifically, we have substantially reduced our high yield corporate bond exposures in favor of bank loans, where we see comparable spreads for less interest rate risk. We have also made some moderate adjustments to reflect additional concerns arising from a tightening Fed, softening in oil prices, and uncertainty around fiscal policy and European elections. Coupled with the rising risks in the credit cycle, these factors could be headwinds to global growth and lead to increased volatility down the road. We slightly reduced our exposure to equities to realize some gains from their impressive post-election run, while also reducing overall risk.

We continue to see attractive income and total return opportunities in emerging markets local debt, given attractive real yields, stable inflation and cheap currency valuations in most high yielding markets. During the period our allocation to emerging markets local debt was a positive contributor to relative performance versus the Reference Index. We see value in this asset in comparison to developed market bonds that have low or negative real yields. In addition, many

emerging markets have room to cut rates as inflation declines and this will provide some capital appreciation.

The Fund’s return shaping strategies, which are designed to improve our overall risk profile, detracted slightly from performance during the reporting period. 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. These strategies are also often used as an efficient way to access upside market participation, especially when we are running lower levels of risk. During the period we utilized downside hedges to reduce tail risk and layer in some downside mitigation in the event we had a risk-off environment. In the absence of volatility during the period, the premium spent for downside hedges was a small detractor.

STRATEGY & OUTLOOK

Overall, we are slightly underweight equities and have a neutral duration posture relative to the Reference Index. We have modest return expectations given valuations in most asset classes and prefer equities over developed market bonds. We do favor emerging versus developed assets and currencies due to attractive relative valuations and cyclical tailwinds. We also have a preference for European equities over U.S. equities, where we see cheaper valuations and improving macroeconomic conditions. In

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our view, we see continued global growth as supportive to traditionally riskier assets in the near term. With that said, looking out further, we do see increasing vulnerabilities in credit markets. In particular, non-financial corporate leverage nearing previous cyclical peaks resulted in portfolio changes to move up in credit quality and prefer bank loans to high yield corporate debt. As always, we continue to closely monitor the developments

in the credit cycle as well as the political and policy landscapes to assess risks to the macro outlook and financial markets. While fundamental risks are increasing, we don’t yet see a clear catalyst for increased volatility and broad-based underperformance in risk assets in the near term. Should we see the positive economic data fade, or volatility spread to equities and credit, we stand ready to adapt to a changing environment.

	Mark Hamilton		Benjamin Rockmuller, CFA
	Portfolio Manager		Portfolio Manager
	Alessio de Longis, CFA		Dokyoung Lee, CFA
	Portfolio Manager		Portfolio Manager

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Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS

Alphabet, Inc., Cl. C	1.3%
Apple, Inc.	1.1
SAP SE	0.8
Facebook, Inc., Cl. A	0.8
Airbus SE	0.8
Citigroup, Inc.	0.7
Comcast Corp., Cl. A	0.7
LVMH Moet Hennessy Louis Vuitton SE	0.7
Kering	0.6
Prudential plc	0.6

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds. com.

TOP TEN COMMON STOCK INDUSTRIES

Internet Software & Services	3.9%
Commercial Banks	3.2
Software	2.5
Textiles, Apparel & Luxury Goods	2.4
Capital Markets	2.4
Insurance	2.2
Semiconductors & Semiconductor Equipment	2.0
Beverages	1.8
Hotels, Restaurants & Leisure	1.8
Oil, Gas & Consumable Fuels	1.8

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on net assets.

PORTFOLIO ALLOCATION

Common Stocks	63.2%
Investment Companies
iShares MSCI Brazil Capped Exchange Traded Fund	1.0
Oppenheimer Institutional Government Money Market Fund	1.9
Oppenheimer Master Event- Linked Bond Fund, LLC	4.9
Oppenheimer Master Loan Fund, LLC	7.7
Oppenheimer Senior Floating Rate Fund	2.3
PowerShares Senior Loan Portfolio Exchange Traded Fund	5.1
U.S. Government Obligations	8.6
Foreign Government Obligations	5.0
Preferred Stocks	0.3
Non-Convertible Corporate Bonds and Notes	—*

* Represents a value of less than 0.05%.

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on the total market value of investments.

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TOP TEN GEOGRAPHICAL HOLDINGS

United States	57.4%
France	5.8
Japan	4.9
United Kingdom	4.4
Germany	3.3
Brazil	2.7
Switzerland	2.7
China	2.1
India	1.9
Canada	1.8

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on total market value of investments.

REGIONAL ALLOCATION

U.S./Canada	59.2%
Europe	20.7
Asia	12.5
Latin America	4.5
Emerging Europe	1.9
Middle East/Africa	1.2

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on total market value of investments.

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Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/2017

	Inception Date		6-Month		1-Year		5-Year		10-Year
Class A (QVGIX)		11/1/91		6.94%		10.87%		6.53%		2.48%
Class B (QGRBX)		9/1/93		6.49		9.98		5.68		1.98
Class C (QGRCX)		9/1/93		6.54		10.06		5.76		1.73
Class I (QGRIX)		2/28/12		7.18		11.31		7.03		6.52*
Class R (QGRNX)		3/1/01		6.79		10.59		6.28		2.23
Class Y (QGRYX)		5/1/00		7.09		11.16		6.84		2.81
AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/2017
	Inception Date		6-Month		1-Year		5-Year		10-Year
Class A (QVGIX)		11/1/91		0.79%		4.50%		5.27%		1.87%
Class B (QGRBX)		9/1/93		1.49		4.98		5.36		1.98
Class C (QGRCX)		9/1/93		5.54		9.06		5.76		1.73
Class I (QGRIX)		2/28/12		7.18		11.31		7.03		6.52*
Class R (QGRNX)		3/1/01		6.79		10.59		6.28		2.23
Class Y (QGRYX)		5/1/00		7.09		11.16		6.84		2.81

* 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. There is no sales charge for Class I, Class R and Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the MSCI All Country World Index, the S&P 500 Index, the Reference Index (60% MSCI All Country World Index / 40% Bloomberg Barclays Global Aggregate Bond Index, Hedged), and the Bloomberg Barclays Global Aggregate Bond Index, Hedged. The Fund has changed its benchmark from the S&P 500 Index to the MSCI All Country World Index, which it believes is a more appropriate measure of the Fund’s performance. The Fund will not show performance for the S&P 500 Index in its next semiannual report. The MSCI All Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market

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performance of developed and emerging markets. The S&P 500 Index is a broad-based measure of domestic stock performance. The Bloomberg Barclays Global Aggregate Bond Index provides a broad-based measure of global investment grade fixed-rate debt markets. The index is comprised of several other Bloomberg Barclays indexes that measure fixed income performance of regions around the world while hedging the currency back to the U.S. dollar. 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 and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended April 30, 2017.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended April 30, 2017” 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 November 1, 2016		Ending Account Value April 30, 2017		Expenses Paid During 6 Months Ended April 30, 2017
Class A	$	1,000.00	$	1,069.40	$	6.54
Class B		1,000.00		1,064.90		10.55
Class C		1,000.00		1,065.40		10.39
Class I		1,000.00		1,071.80		4.32
Class R		1,000.00		1,067.90		7.82
Class Y		1,000.00		1,070.90		5.25
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.50		6.38
Class B		1,000.00		1,014.63		10.29
Class C		1,000.00		1,014.78		10.14
Class I		1,000.00		1,020.63		4.22
Class R		1,000.00		1,017.26		7.63
Class Y		1,000.00		1,019.74		5.12

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2017 are as follows:

Class	Expense Ratios
Class A		1.27%
Class B		2.05
Class C		2.02
Class I		0.84
Class R		1.52
Class Y		1.02

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 “Consolidated 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 April 30, 2017 Unaudited

	Shares		Value
Common Stocks—62.8%
Consumer Discretionary—11.2%
Auto Components—1.1%
Adient plc		3,733	$	274,599
Bridgestone Corp.		90,300		3,769,847
Continental AG		13,894		3,110,188
Delphi Automotive plc		25,620		2,059,848
Koito Manufacturing Co. Ltd.		36,100		1,865,238
Valeo SA		82,667		5,943,423
				17,023,143
Automobiles—0.7%
Astra International Tbk PT		1,435,000		962,699
Bayerische Motoren Werke AG		13,418		1,281,112
Hero MotoCorp Ltd.		57,543		2,964,877
Subaru Corp.		34,300		1,298,722
Suzuki Motor Corp.		84,200		3,519,414
Tata Motors Ltd., Sponsored ADR		13,150		469,061
				10,495,885
Diversified Consumer Services—0.2%
Dignity plc		38,581		1,245,654
Estacio Participacoes SA		132,700		745,433
Kroton Educacional SA		137,554		647,889
New Oriental Education & Technology Group, Inc., Sponsored ADR1		18,370		1,185,600
				3,824,576
Hotels, Restaurants & Leisure—1.8%
Accor SA1		42,480		1,936,133
Carnival Corp.		103,560		6,396,901
Cedar Fair LP2		14,658		1,050,539
China Lodging Group Ltd., Sponsored ADR1		16,060		1,139,939
Crown Resorts Ltd.		116,800		1,092,886
Domino’s Pizza Group plc		399,870		1,711,367
Galaxy Entertainment Group Ltd.		340,000		1,889,922
Genting Bhd		513,100		1,162,368
Genting Malaysia Bhd		453,100		612,295
International Game Technology plc		58,084		1,289,465
Jollibee Foods Corp.		135,080		567,733
McDonald’s Corp.		23,400		3,274,362
Sands China Ltd.		398,400		1,809,750
Starbucks Corp.		16,340		981,380
Whitbread plc		27,847		1,455,334
Wyndham Worldwide Corp.		7,960		758,668
				27,129,042
Household Durables—0.8%
Newell Brands, Inc.		11,460		547,101
SEB SA		18,830		3,038,194
Sony Corp.		122,400		4,133,588

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CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Household Durables (Continued)
Whirlpool Corp.		21,740	$	4,036,683
				11,755,566
Internet & Catalog Retail—0.7%
Amazon.com, Inc.1		3,476		3,215,265
Ctrip.com International Ltd., ADR1		36,420		1,839,574
JD.com, Inc., ADR1		89,621		3,143,009
Priceline Group, Inc. (The)1		1,090		2,013,034
Rakuten, Inc.		79,000		809,585
				11,020,467
Leisure Products—0.2%
Nintendo Co. Ltd.		14,900		3,755,778
Media—1.5%
Comcast Corp., Cl. A		258,724		10,139,394
DISH Network Corp., Cl. A1		11,060		712,706
ProSiebenSat.1 Media SE		42,387		1,800,252
SES SA, Cl. A, FDR		75,520		1,653,402
Technicolor SA		264,210		1,341,390
Walt Disney Co. (The)		41,520		4,799,712
Zee Entertainment Enterprises Ltd.		409,457		3,350,455
				23,797,311
Multiline Retail—0.2%
Dollarama, Inc.		28,705		2,512,910
Specialty Retail—1.6%
AutoNation, Inc.1		19,540		820,680
AutoZone, Inc.1		7,910		5,475,223
Dufry AG1		17,055		2,795,047
Industria de Diseno Textil SA		155,364		5,955,515
Lowe’s Cos., Inc.		80,060		6,795,493
Steinhoff International Holdings NV		83,360		424,663
Tiffany & Co.		28,620		2,623,023
				24,889,644
Textiles, Apparel & Luxury Goods—2.4%
adidas AG		7,599		1,522,298
Brunello Cucinelli SpA		27,739		726,509
Burberry Group plc		97,362		2,032,248
Christian Dior SE		11,020		3,027,505
Cie Financiere Richemont SA		26,145		2,184,313
Coach, Inc.		16,390		645,602
Hermes International		4,771		2,282,439
Kering		29,918		9,282,926
LVMH Moet Hennessy Louis Vuitton SE		40,390		9,979,073
NIKE, Inc., Cl. B		12,790		708,694
Pandora AS		17,893		1,935,111

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	Shares		Value
Textiles, Apparel & Luxury Goods (Continued)
Prada SpA		370,500	$	1,739,542
Tod’s SpA		9,126		704,981
				36,771,241
Consumer Staples—5.6%
Beverages—1.8%
Ambev SA, ADR		165,330		947,341
Anadolu Efes Biracilik Ve Malt Sanayii AS		87,304		492,033
Anheuser-Busch InBev SA/NV		12,409		1,402,252
Coca-Cola Amatil Ltd.		201,450		1,414,950
Coca-Cola European Partners plc		54,740		2,114,059
Constellation Brands, Inc., Cl. A		6,070		1,047,318
Diageo plc		35,141		1,023,459
Dr Pepper Snapple Group, Inc.		10,220		936,663
Fomento Economico Mexicano SAB de CV		130,701		1,176,189
Fomento Economico Mexicano SAB de CV, Sponsored ADR		6,910		622,176
Heineken NV		28,086		2,502,335
Kweichow Moutai Co. Ltd., Cl. A		20,869		1,250,925
Molson Coors Brewing Co., Cl. B		11,750		1,126,708
Nigerian Breweries plc		712,630		260,289
PepsiCo, Inc.		47,150		5,341,152
Pernod Ricard SA		43,210		5,405,397
Wuliangye Yibin Co. Ltd., Cl. A		59,300		391,221
				27,454,467
Food & Staples Retailing—0.8%
Alimentation Couche-Tard, Inc., Cl. B		38,673		1,778,610
BIM Birlesik Magazalar AS		32,845		536,529
CP ALL PCL		1,291,300		2,273,440
Kroger Co. (The)		13,770		408,281
Magnit PJSC		18,354		2,826,678
Rite Aid Corp.1		59,300		237,200
Shoprite Holdings Ltd.		35,266		553,892
SPAR Group Ltd. (The)		118,131		1,593,526
Walgreens Boots Alliance, Inc.		16,180		1,400,217
Whole Foods Market, Inc.		29,840		1,085,281
				12,693,654
Food Products—1.7%
Barry Callebaut AG1		1,457		1,998,637
Danone SA		50,685		3,543,219
Kraft Heinz Co. (The)		46,070		4,164,267
Mondelez International, Inc., Cl. A		86,300		3,886,089
Nestle SA		43,863		3,378,757
Saputo, Inc.		72,391		2,380,065
Tingyi Cayman Islands Holding Corp.		242,000		310,931
Unilever plc		115,306		5,931,969
Vietnam Dairy Products JSC		22,200		144,486

15      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Food Products (Continued)
Want Want China Holdings Ltd.		1,066,000	$	767,586
				26,506,006
Household Products—0.7%
Colgate-Palmolive Co.		65,440		4,714,297
HRG Group, Inc.1		12,270		245,523
Kimberly-Clark de Mexico SAB de CV, Cl. A		236,907		505,646
Procter & Gamble Co. (The)		16,440		1,435,705
Reckitt Benckiser Group plc		22,463		2,068,760
Spectrum Brands Holdings, Inc.		7,120		1,023,358
Weatherford International plc1		152,040		877,271
				10,870,560
Personal Products—0.1%
LG Household & Health Care Ltd.		1,522		1,158,499
Tobacco—0.5%
KT&G Corp.		14,544		1,297,492
Philip Morris International, Inc.		42,640		4,726,218
Swedish Match AB		46,610		1,537,561
				7,561,271
Energy—2.1%
Energy Equipment & Services—0.3%
Halliburton Co.		20,431		937,375
Schlumberger Ltd.		9,078		658,972
TechnipFMC plc1		111,730		3,357,682
				4,954,029
Oil, Gas & Consumable Fuels—1.8%
Chevron Corp.		25,061		2,674,009
ConocoPhillips		10,300		493,473
Enbridge, Inc.		25,441		1,054,530
Hess Corp.		9,870		481,952
Husky Energy, Inc.1		43,982		507,788
Koninklijke Vopak NV		36,333		1,637,903
Magellan Midstream Partners LP2		63,570		4,723,251
Novatek PJSC, Sponsored GDR		23,500		2,843,708
Phillips 66		59,456		4,730,319
Suncor Energy, Inc.		188,510		5,911,674
TOTAL SA		35,370		1,812,971
Ultrapar Participacoes SA		6,900		153,085
				27,024,663
Financials—10.4%
Capital Markets—2.4%
Ameriprise Financial, Inc.		6,180		790,113
Bank of New York Mellon Corp. (The)		77,110		3,628,797
BlackRock, Inc., Cl. A		1,030		396,107

16      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Capital Markets (Continued)
Charles Schwab Corp. (The)		25,400	$	986,790
CME Group, Inc., Cl. A		29,290		3,403,205
Credit Suisse Group AG1		72,552		1,102,976
Daiwa Securities Group, Inc.		44,000		267,777
Goldman Sachs Group, Inc. (The)		14,420		3,227,196
Intercontinental Exchange, Inc.		53,030		3,192,406
Morgan Stanley		14,870		644,912
Nasdaq, Inc.		20,910		1,440,072
NEX Group plc		179,369		1,429,590
S&P Global, Inc.		51,820		6,953,726
TP ICAP plc		245,168		1,454,616
UBS Group AG		423,494		7,234,454
				36,152,737
Commercial Banks—3.2%
3SBio, Inc.1,3		209,500		280,070
Australia & New Zealand Banking Group Ltd.		99,900		2,445,241
Banco Bilbao Vizcaya Argentaria SA		156,274		1,250,262
Bank Mandiri Persero Tbk PT		698,000		612,888
Bank of America Corp.		194,100		4,530,294
Bank of the Philippine Islands		53,390		111,954
Bank Pekao SA		28,511		1,032,335
Barclays plc		503,450		1,372,408
BDO Unibank, Inc.		51,343		123,154
BOC Hong Kong Holdings Ltd.		392,000		1,613,373
Citigroup, Inc.		184,360		10,899,363
Commercial International Bank Egypt SAE		123,370		505,107
Credicorp Ltd.		2,030		311,930
Firstrand Ltd.		10,275		38,404
Grupo Aval Acciones y Valores SA, ADR		83,160		663,617
Grupo Financiero Banorte SAB de CV, Cl. O		145,343		841,164
Grupo Financiero Inbursa SAB de CV, Cl. O		559,285		944,459
ICICI Bank Ltd., Sponsored ADR		598,300		5,127,431
JPMorgan Chase & Co.		53,550		4,658,850
KeyCorp		55,090		1,004,841
Kotak Mahindra Bank Ltd.		86,168		1,210,411
Sberbank of Russia PJSC, Sponsored ADR		122,220		1,452,623
Societe Generale SA		51,580		2,819,397
Sumitomo Mitsui Financial Group, Inc.		23,800		882,029
Sumitomo Mitsui Trust Holdings, Inc.		13,000		445,990
SunTrust Banks, Inc.		33,690		1,913,929
US Bancorp		49,400		2,533,232
Zenith Bank plc		4,422,114		196,003
				49,820,759
Consumer Finance—0.5%
American Express Co.		44,400		3,518,700
Cholamandalam Investment & Finance Co. Ltd.		15,348		265,733
Discover Financial Services		32,930		2,061,089

17      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Consumer Finance (Continued)
Prosegur Cash SA1,3		557,571	$	1,421,227
Synchrony Financial		33,430		929,354
				8,196,103
Diversified Financial Services—0.9%
Ayala Corp.		7,020		121,716
Berkshire Hathaway, Inc., Cl. B1		25,520		4,216,159
BM&FBovespa SA-Bolsa de Valores Mercadorias e Futuros		310,400		1,859,046
Grupo de Inversiones Suramericana SA		41,079		543,159
Hong Kong Exchanges & Clearing Ltd.		25,794		634,399
ING Groep NV		171,561		2,791,660
Kinnevik AB, Cl. B		55,789		1,487,977
Moscow Exchange (The)		272,933		551,143
ORIX Corp.		136,700		2,088,558
				14,293,817
Insurance—2.2%
AIA Group Ltd.		386,400		2,672,797
Allianz SE		18,560		3,533,625
American International Group, Inc.		27,170		1,654,925
Aon plc		7,990		957,522
Dai-ichi Life Holdings, Inc.		144,800		2,470,146
FNF Group		45,350		1,857,082
Marsh & McLennan Cos., Inc.		25,740		1,908,106
MetLife, Inc.		72,440		3,753,116
Old Mutual plc		348,671		878,928
Ping An Insurance Group Co. of China Ltd., Cl. H		266,000		1,494,871
Progressive Corp. (The)		52,020		2,066,234
Prudential plc		386,311		8,576,870
Sul America SA		107,649		569,439
XL Group Ltd.		22,740		951,669
				33,345,330
Real Estate Investment Trusts (REITs)—0.5%
Boston Properties, Inc.		4,360		551,976
British Land Co. plc (The)		93,810		797,592
Crown Castle International Corp.		16,100		1,523,060
Digital Realty Trust, Inc.		4,450		511,038
HCP, Inc.		29,430		922,630
Invitation Homes, Inc.1		17,330		373,462
Mid-America Apartment Communities, Inc.		17,510		1,737,167
Ventas, Inc.		10,000		640,100
				7,057,025
Real Estate Management & Development—0.4%
Ayala Land, Inc.		705,000		498,037
DLF Ltd.1		1,342,298		3,875,997
Emaar Properties PJSC		213,348		416,601
Hang Lung Group Ltd.		73,000		304,528

18      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Real Estate Management & Development (Continued)
SM Prime Holdings, Inc.1		1,532,103	$	913,735
SOHO China Ltd.		416,500		227,211
Wallace Theater Holdings, Inc.1,3		430		4
				6,236,113
Thrifts & Mortgage Finance—0.3%
Housing Development Finance Corp. Ltd.		195,855		4,690,888
Health Care—6.7%
Biotechnology—1.7%
ACADIA Pharmaceuticals, Inc.1		47,150		1,618,659
Amgen, Inc.		9,560		1,561,339
Biocon Ltd.1		13,797		236,689
Biogen, Inc.1		11,540		3,129,763
BioMarin Pharmaceutical, Inc.1		10,440		1,000,570
Bluebird Bio, Inc.1		10,150		902,843
Blueprint Medicines Corp.1		6,690		311,620
Celgene Corp.1		43,486		5,394,438
Circassia Pharmaceuticals plc1		348,434		448,846
CSL Ltd.		27,300		2,711,074
Gilead Sciences, Inc.		31,380		2,151,099
Grifols SA		103,103		2,768,679
Ionis Pharmaceuticals, Inc.1		28,400		1,368,596
MacroGenics, Inc.1		36,600		790,926
Sage Therapeutics, Inc.1		17,000		1,207,000
Vertex Pharmaceuticals, Inc.1		3,520		416,416
				26,018,557
Health Care Equipment & Supplies—1.4%
Boston Scientific Corp.1		82,910		2,187,166
Coloplast AS, Cl. B		27,975		2,394,409
CR Bard, Inc.		2,150		661,082
Danaher Corp.		24,024		2,001,920
Essilor International SA		17,134		2,219,942
Intuitive Surgical, Inc.1		1,030		860,946
Medtronic plc		14,320		1,189,849
Sonova Holding AG		12,045		1,781,193
Stryker Corp.		18,870		2,573,302
William Demant Holding AS1		69,845		1,599,031
Zimmer Biomet Holdings, Inc.		29,550		3,535,657
				21,004,497
Health Care Providers & Services—1.5%
Aetna, Inc.		32,820		4,432,997
Anthem, Inc.		20,800		3,700,112
Apollo Hospitals Enterprise Ltd.1		38,315		734,455
Cardinal Health, Inc.		5,500		399,245
Centene Corp.1		15,710		1,168,824
Express Scripts Holding Co.1		38,210		2,343,801

19      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Health Care Providers & Services (Continued)
Humana, Inc.		2,840	$	630,423
Laboratory Corp. of America Holdings1		7,560		1,059,534
Mediclinic International plc		28,960		308,128
Sinopharm Group Co. Ltd., Cl. H		253,400		1,134,332
Sonic Healthcare Ltd.		83,641		1,382,977
UnitedHealth Group, Inc.		36,810		6,437,333
				23,732,161
Health Care Technology—0.2%
Bharti Infratel Ltd.		101,108		558,149
Cerner Corp.1		39,040		2,527,840
				3,085,989
Life Sciences Tools & Services—0.3%
Agilent Technologies, Inc.		22,180		1,221,009
Lonza Group AG1		13,234		2,706,498
Samsung Biologics Co. Ltd.1		2,753		422,987
Thermo Fisher Scientific, Inc.		3,510		580,308
				4,930,802
Pharmaceuticals—1.6%
Allergan plc		7,670		1,870,406
Bayer AG		21,273		2,632,416
Celltrion, Inc.1		1,414		111,386
Dr. Reddy’s Laboratories Ltd.		16,420		663,637
Galenica AG		1,314		1,428,477
GlaxoSmithKline plc, Sponsored ADR		12,940		529,246
Glenmark Pharmaceuticals Ltd.		34,579		481,418
Hikma Pharmaceuticals plc		8,110		203,587
Jiangsu Hengrui Medicine Co. Ltd., Cl. A		135,900		1,056,678
Merck & Co., Inc.		85,940		5,356,640
Mylan NV1		40,010		1,494,374
Novo Nordisk AS, Cl. B		48,476		1,885,756
Pfizer, Inc.		45,540		1,544,717
Roche Holding AG		15,187		3,972,163
Shire plc		19,180		1,130,121
Teva Pharmaceutical Industries Ltd., Sponsored ADR		13,750		434,225
Valeant Pharmaceuticals International, Inc.1		49,920		461,760
				25,257,007
Industrials—9.0%
Aerospace & Defense—1.2%
Airbus SE		156,190		12,628,278
Arconic, Inc.		4,640		126,812
Embraer SA, Sponsored ADR		32,880		631,296
Lockheed Martin Corp.		18,696		5,037,637
				18,424,023

20      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Air Freight & Couriers—0.3%
FedEx Corp.		2,410	$	457,177
Royal Mail plc		182,141		949,229
United Parcel Service, Inc., Cl. B		19,680		2,114,813
XPO Logistics, Inc.1		27,060		1,336,493
				4,857,712
Airlines—0.3%
Delta Air Lines, Inc.		14,380		653,427
International Consolidated Airlines Group SA		164,730		1,194,070
Japan Airlines Co. Ltd.		55,800		1,762,440
Southwest Airlines Co.		8,380		471,124
Spirit Airlines, Inc.1		13,440		769,709
				4,850,770
Building Products—0.3%
Assa Abloy AB, Cl. B		127,599		2,762,722
SMC Corp.		6,800		1,917,771
				4,680,493
Commercial Services & Supplies—0.8%
Edenred		92,384		2,367,150
Johnson Controls International plc		101,646		4,225,424
KAR Auction Services, Inc.		29,350		1,280,247
Prosegur Cia de Seguridad SA		348,437		2,272,339
Republic Services, Inc., Cl. A		8,020		505,180
Waste Connections, Inc.		12,832		1,180,801
Waste Management, Inc.		7,640		556,039
				12,387,180
Construction & Engineering—0.4%
Boskalis Westminster		40,128		1,475,584
FLSmidth & Co. AS		14,094		847,201
Vinci SA		48,870		4,162,967
				6,485,752
Electrical Equipment—1.4%
ABB Ltd.		37,532		918,122
Eaton Corp. plc		25,550		1,932,602
Emerson Electric Co.		15,820		953,630
Legrand SA		34,470		2,231,262
Mitsubishi Electric Corp.		138,300		1,930,553
Nidec Corp.		70,800		6,497,235
Philips Lighting NV1,3		83,541		2,824,293
Schneider Electric SE		62,990		4,973,946
				22,261,643
Industrial Conglomerates—0.9%
3M Co.		14,730		2,884,576
General Electric Co.		167,650		4,860,173

21      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Industrial Conglomerates (Continued)
Jardine Strategic Holdings Ltd.		42,572	$	1,797,512
Seibu Holdings, Inc.		41,700		728,189
Siemens AG		13,567		1,944,668
SM Investments Corp.		89,494		1,303,762
				13,518,880
Machinery—1.0%
Aalberts Industries NV		71,646		2,840,352
Atlas Copco AB, Cl. A		73,622		2,749,666
Caterpillar, Inc.		4,920		503,119
Deere & Co.		9,520		1,062,527
FANUC Corp.		8,100		1,646,896
Kubota Corp.		69,700		1,097,880
PACCAR, Inc.		6,940		463,106
Parker-Hannifin Corp.		7,430		1,194,744
SKF AB, Cl. B		91,379		2,007,156
Stanley Black & Decker, Inc.		3,230		439,765
Wabtec Corp.		11,580		971,446
Weir Group plc (The)		32,271		832,152
				15,808,809
Professional Services—0.9%
Bureau Veritas SA		33,610		778,506
Experian plc		99,741		2,141,652
Intertek Group plc		38,920		2,047,487
Nielsen Holdings plc		86,530		3,558,979
Recruit Holdings Co. Ltd.		84,800		4,286,374
SGS SA		589		1,325,711
				14,138,709
Road & Rail—0.5%
Canadian National Railway Co.		35,260		2,548,945
Canadian Pacific Railway Ltd.		26,050		3,992,163
Kansas City Southern		4,140		372,890
				6,913,998
Trading Companies & Distributors—0.8%
Brenntag AG		70,086		4,152,988
Bunzl plc		85,208		2,657,372
ITOCHU Corp.		72,300		1,023,276
Travis Perkins plc		90,964		1,897,860
Wolseley plc		33,943		2,152,874
				11,884,370
Transportation Infrastructure—0.2%
Beijing Capital International Airport Co. Ltd., Cl. H		912,000		1,288,205
DP World Ltd.		75,027		1,532,645

22      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Transportation Infrastructure (Continued)
Grupo Aeroportuario del Sureste SAB de CV, Cl. B		33,044	$	627,029
				3,447,879
Information Technology—12.8%
Communications Equipment—0.3%
Cisco Systems, Inc.		101,570		3,460,490
Nokia OYJ		350,224		2,002,295
				5,462,785
Electronic Equipment, Instruments, & Components—1.5%
Hoya Corp.		65,600		3,137,506
Keyence Corp.		16,500		6,638,603
Kyocera Corp.		40,600		2,301,415
Murata Manufacturing Co. Ltd.		41,900		5,626,564
Spectris plc		36,639		1,308,576
TDK Corp.		38,900		2,411,732
TE Connectivity Ltd.		16,920		1,309,100
				22,733,496
Internet Software & Services—3.9%
Alibaba Group Holding Ltd., Sponsored ADR1		71,133		8,215,862
Alphabet, Inc., Cl. A1		6,850		6,332,962
Alphabet, Inc., Cl. C1		21,332		19,325,939
Baidu, Inc., Sponsored ADR1		17,970		3,238,733
Facebook, Inc., Cl. A1		85,700		12,876,425
MercadoLibre, Inc.		690		157,948
NAVER Corp.		2,006		1,409,124
Tencent Holdings Ltd.		173,485		5,426,480
Twitter, Inc.1		75,140		1,238,307
United Internet AG		29,641		1,364,339
				59,586,119
IT Services—1.3%
Amadeus IT Group SA, Cl. A		43,124		2,324,685
Amdocs Ltd.		48,900		2,994,636
Atos SE		12,460		1,633,174
Earthport plc1		867,954		292,191
First Data Corp., Cl. A1		44,170		689,935
Infosys Ltd.		168,579		2,411,586
Mastercard, Inc., Cl. A		26,670		3,102,254
PayPal Holdings, Inc.1		122,840		5,861,925
Tata Consultancy Services Ltd.		29,598		1,045,684
				20,356,070
Semiconductors & Semiconductor Equipment—2.0%
Applied Materials, Inc.		52,460		2,130,401
ASML Holding NV		17,606		2,324,816
Broadcom Ltd.		14,117		3,117,175
Infineon Technologies AG		318,701		6,597,418

23      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Semiconductors & Semiconductor Equipment (Continued)
Maxim Integrated Products, Inc.		102,540	$	4,527,141
Micron Technology, Inc.1		19,256		532,813
NXP Semiconductors NV1		6,480		685,260
SK Hynix, Inc.		51,722		2,455,358
STMicroelectronics NV		103,540		1,676,207
Taiwan Semiconductor Manufacturing Co. Ltd.		783,000		5,026,503
Texas Instruments, Inc.		23,760		1,881,317
				30,954,409
Software—2.5%
Activision Blizzard, Inc.		15,390		804,127
Adobe Systems, Inc.1		29,730		3,976,090
Check Point Software Technologies Ltd.1		3,160		328,672
Dassault Systemes SE		24,738		2,209,595
Gemalto NV		24,726		1,383,254
Intuit, Inc.		31,200		3,906,552
Microsoft Corp.		88,820		6,080,617
Oracle Corp.		27,570		1,239,547
SAP SE		130,396		13,077,656
Snap, Inc., Cl. A1		15,050		339,378
Synopsys, Inc.1		19,190		1,414,303
Temenos Group AG1		39,566		3,423,561
				38,183,352
Technology Hardware, Storage & Peripherals—1.3%
Apple, Inc.		122,741		17,631,745
HP, Inc.		50,510		950,598
Western Digital Corp.		26,570		2,366,590
				20,948,933
Materials—2.2%
Chemicals—1.4%
Air Liquide SA		13,130		1,581,707
Akzo Nobel NV		26,733		2,334,078
Albemarle Corp.		3,710		404,056
Eastman Chemical Co.		17,560		1,400,410
EI du Pont de Nemours & Co.		21,570		1,720,207
Essentra plc		171,535		1,202,920
Linde AG		29,047		5,219,166
Novozymes AS, Cl. B		43,017		1,858,443
PPG Industries, Inc.		27,300		2,998,632
Sherwin-Williams Co. (The)		1,320		441,778
Sika AG		366		2,336,111
				21,497,508
Construction Materials—0.3%
Indocement Tunggal Prakarsa Tbk PT		387,500		492,696
James Hardie Industries plc		122,600		2,080,112
Semen Indonesia Persero Tbk PT		124,500		82,388

24      OPPENHEIMER GLOBAL ALLOCATION FUND

	Shares		Value
Construction Materials (Continued)
UltraTech Cement Ltd.		13,428	$	886,550
Vulcan Materials Co.		12,120		1,465,065
				5,006,811
Containers & Packaging—0.2%
CCL Industries, Inc., Cl. B		11,043		2,556,381
WestRock Co.		8,620		461,687
				3,018,068
Metals & Mining—0.3%
Alrosa PJSC		462,362		795,045
Glencore plc1		428,310		1,678,543
Goldcorp, Inc.		67,520		942,579
Nucor Corp.		18,730		1,148,711
Real Gold Mining Ltd.1		273,000		351
				4,565,229
Telecommunication Services—2.1%
Diversified Telecommunication Services—1.3%
BT Group plc, Cl. A		700,715		2,765,423
CenturyLink, Inc.		20,730		532,139
Iliad SA		10,250		2,488,430
Inmarsat plc		232,119		2,457,444
Nippon Telegraph & Telephone Corp.		146,200		6,255,967
Spark New Zealand Ltd.		992,252		2,518,048
Verizon Communications, Inc.		66,450		3,050,719
				20,068,170
Wireless Telecommunication Services—0.8%
China Mobile Ltd.		41,500		442,139
KDDI Corp.		101,500		2,692,236
Rogers Communications, Inc., Cl. B		61,755		2,831,578
SK Telecom Co. Ltd.		5,616		1,184,925
T-Mobile US, Inc.1		24,920		1,676,368
Vodafone Group plc		1,106,098		2,851,509
				11,678,755
Utilities—0.7%
Electric Utilities—0.5%
Edison International		35,410		2,831,737
Entergy Corp.		8,980		684,815
PG&E Corp.		62,320		4,178,556
				7,695,108
Gas Utilities—0.1%
AmeriGas Partners LP2		23,945		1,078,004

25      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

		Shares		Value
Multi-Utilities—0.1%
National Grid plc			182,270	$	2,360,837
Total Common Stocks (Cost $820,353,293)					969,874,369
Preferred Stocks—0.4%
Bayerische Motoren Werke (BMW) AG, Preference			43,359		3,564,832
Lojas Americanas SA, Preference			265,514		1,408,691
Zee Entertainment Enterprises Ltd., 6% Cum. Non-Cv.			1,175,581		172,509
Total Preferred Stocks (Cost $4,010,741)					5,146,032
		Principal Amount
U.S. Government Obligations—8.5%
United States Treasury Bonds, 2.875%, 8/15/45		$	34,680,000		34,096,128
United States Treasury Nts., 1.625%, 2/15/264,5			102,828,000		97,652,461
Total U.S. Government Obligations (Cost $136,229,363)					131,748,589
Foreign Government Obligations—5.0%
Argentine Republic:
2.25% Bonds, 4/28/206	ARS		3,295,000		242,780
2.50% Bonds, 7/22/216	ARS		8,915,000		695,316
16.00% Bonds, 10/17/23	ARS		4,825,000		336,119
22.75% Bonds, 3/5/18	ARS		7,100,000		470,947
23.306% Sr. Unsec. Nts., 3/1/207	ARS		18,846,000		1,306,183
Federative Republic of Brazil:
9.762% Unsec. Nts., 1/1/19	BRL		24,570,000		7,824,631
9.762% Unsec. Nts., 1/1/21	BRL		25,565,000		8,080,288
9.762% Unsec. Nts., 1/1/23	BRL		6,330,000		1,985,556
12.90% Unsec. Nts., 8/15/22	BRL		1,200,000		1,164,871
18.194% Unsec. Nts., 5/15/45	BRL		495,000		507,762
Hungary:
Series 20/A, 7.50% Bonds, 11/12/20	HUF		116,700,000		497,380
Series 25/B, 5.50% Bonds, 6/24/25	HUF		460,000,000		1,885,582
Republic of Chile, 4.50% Unsec. Nts., 2/28/21	CLP		700,000,000		1,092,255
Republic of Colombia:
Series B, 7.00% Bonds, 5/4/22	COP		6,360,000,000		2,280,875
Series B, 7.50% Bonds, 8/26/26	COP		2,700,000,000		1,003,438
Series B, 7.75% Bonds, 9/18/30	COP		950,000,000		360,824
Series B, 10.00% Bonds, 7/24/24	COP		2,400,000,000		1,000,299
Republic of Indonesia:
Series FR59, 7.00% Sr. Unsec. Nts., 5/15/27	IDR		23,300,000,000		1,742,824
Series FR61, 7.00% Sr. Unsec. Nts., 5/15/22	IDR		19,900,000,000		1,513,650
Series FR72, 8.25% Sr. Unsec. Nts., 5/15/36	IDR		28,900,000,000		2,288,392
Series FR73, 8.75% Sr. Unsec. Nts., 5/15/31	IDR		18,650,000,000		1,548,920
Republic of Peru:
6.35% Sr. Unsec. Nts., 8/12/283	PEN		5,945,000		1,900,719
6.95% Sr. Unsec. Nts., 8/12/313	PEN		760,000		253,624
7.84% Sr. Unsec. Nts., 8/12/203	PEN		2,180,000		742,708
8.20% Sr. Unsec. Nts., 8/12/263	PEN		2,255,000		824,839
Republic of Poland:
Series 0721, 1.75% Bonds, 7/25/21	PLN		9,710,000		2,413,780

26      OPPENHEIMER GLOBAL ALLOCATION FUND

		Principal Amount		Value
Foreign Government Obligations (Continued)
Republic of Poland: (Continued)
Series 0726, 2.50% Bonds, 7/25/26	PLN		6,960,000	$	1,681,813
Republic of South Africa:
6.50% Bonds, 2/28/41	ZAR		9,140,000		487,189
Series 2023, 7.75% Bonds, 2/28/23	ZAR		4,700,000		345,694
Series 2030, 8.00% Bonds, 1/31/30	ZAR		35,680,000		2,447,896
Series 2037, 8.50% Bonds, 1/31/37	ZAR		16,550,000		1,127,435
Series R186, 10.50% Bonds, 12/21/26	ZAR		16,975,000		1,418,766
Series R208, 6.75% Sr. Unsec. Nts., 3/31/21	ZAR		42,700,000		3,095,996
Republic of Turkey:
8.50% Bonds, 7/10/19	TRY		1,165,000		313,557
8.80% Bonds, 11/14/18	TRY		1,100,000		300,634
10.60% Bonds, 2/11/26	TRY		1,400,000		405,258
10.70% Bonds, 2/17/21	TRY		1,470,000		415,719
11.00% Bonds, 2/24/27	TRY		1,930,000		573,864
Romania:
5.90% Bonds, 7/26/17	RON		4,770,000		1,160,206
5.95% Bonds, 6/11/21	RON		2,840,000		770,169
Russian Federation:
Series 6209, 7.60% Bonds, 7/20/22	RUB		88,675,000		1,565,281
Series 6210, 6.80% Bonds, 12/11/19	RUB		126,800,000		2,171,617
Series 6211, 7.00% Bonds, 1/25/23	RUB		67,700,000		1,164,115
Series 6212, 7.05% Bonds, 1/19/28	RUB		18,000,000		305,398
Series 6216, 6.70% Bonds, 5/15/19	RUB		338,600,000		5,835,373
United Mexican States:
Series M, 5.75% Bonds, 3/5/26	MXN		45,000,000		2,173,716
Series M, 8.00% Sr. Unsec. Nts., 12/7/23	MXN		3,800,000		211,527
Series M10, 8.50% Bonds, 12/13/18	MXN		48,250,000		2,630,071
Series M20, 8.50% Sr. Unsec. Nts., 5/31/29	MXN		17,020,000		989,796
Series M20, 10.00% Bonds, 12/5/24	MXN		19,950,000		1,237,869
Series M30, 8.50% Sr. Unsec. Nts., 11/18/38	MXN		5,880,000		342,197
Series M30, 10.00% Bonds, 11/20/36	MXN		2,750,000		181,847
Total Foreign Government Obligations (Cost $75,442,185)					77,317,565
Non-Convertible Corporate Bond and Note—0.0%
Omnicare, Inc., 4.75% Sr. Unsec. Nts., 12/1/22 (Cost $211,138)			210,000		225,557
		Shares
Investment Companies—22.7%
iShares MSCI Brazil Capped Exchange Traded Fund			418,720		15,563,822
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.71%8,9			29,092,907		29,092,907
Oppenheimer Master Event-Linked Bond Fund, LLC8			4,616,016		75,133,120
Oppenheimer Master Loan Fund, LLC8			7,213,775		118,284,910
Oppenheimer Senior Floating Rate Fund, Cl. I8			4,295,620		34,966,347

27      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Investment Companies (Continued)
PowerShares Senior Loan Portfolio Exchange Traded Fund		3,351,165	$	78,015,121
Total Investment Companies (Cost $349,241,121)				351,056,227
Total Investments, at Value (Cost $1,385,487,841)		99.4%		1,535,368,339
Net Other Assets (Liabilities)		0.6		9,469,626
Net Assets		100.0%	$	1,544,837,965

Footnotes to Consolidated Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

3. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $8,247,484 or 0.53% of the Fund’s net assets at period end.

4. All or a portion of the security position is held in accounts at a futures clearing merchant and pledged to cover margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $14,125,362. See Note 6 of the accompanying Consolidated Notes.

5. All or a portion of the security position is held in segregated accounts and pledged to cover margin requirements under certain derivative contracts. The aggregate market value of such securities is $5,915,482. See Note 6 of the accompanying Consolidated Notes.

6. Denotes an inflation-indexed security: coupon or principal are indexed to a consumer price index.

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

8. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, 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 reporting period in which the issuer was an affiliate are as follows:

	Shares October 31, 2016		Gross Additions		Gross Reductions		Shares April 30, 2017
Oppenheimer Institutional
Government Money Market Fund, Cl. E		23,914,591		166,727,000		161,548,684		29,092,907
Oppenheimer Master Event-Linked Bond Fund, LLC		4,921,101		—		305,085		4,616,016
Oppenheimer Master Loan Fund, LLC		7,213,775		—		—		7,213,775
Oppenheimer Senior Floating Rate Fund, Cl. I		4,985,986		97,710		788,076		4,295,620
			Value		Income		Realized Gain
Oppenheimer Institutional Government Money Market Fund, Cl. E			$	29,092,907	$	78,283	$	—
Oppenheimer Master Event-Linked Bond Fund, LLC				75,133,120		2,233,840a		179,516a
Oppenheimer Master Loan Fund, LLC				118,284,910		3,697,989b		480,095b
Oppenheimer Senior Floating Rate Fund, Cl. I				34,966,347		792,261		149,734
Total			$	257,477,284	$	6,802,373	$	809,345

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.

9. Rate shown is the 7-day yield at period end.

28      OPPENHEIMER GLOBAL ALLOCATION FUND

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

Geographic Holdings	Value		Percent
United States	$	881,762,597		57.4	%
France		89,340,427		5.8
Japan		75,261,311		4.9
United Kingdom		66,889,536		4.4
Germany		49,800,958		3.3
Brazil		42,089,149		2.7
Switzerland		41,249,872		2.7
China		32,833,716		2.1
India		29,145,527		1.9
Canada		28,198,023		1.8
Netherlands		21,224,201		1.4
Russia		19,510,981		1.3
Spain		15,992,707		1.0
Mexico		12,483,687		0.8
South Africa		11,416,925		0.8
Hong Kong		10,722,282		0.7
Sweden		10,545,081		0.7
Denmark		10,519,951		0.7
Indonesia		9,244,457		0.6
Australia		9,047,127		0.6
South Korea		8,039,772		0.5
Colombia		5,852,212		0.4
Poland		5,127,928		0.3
Taiwan		5,026,503		0.3
Ireland		4,436,501		0.3
Peru		4,033,820		0.3
Philippines		3,640,090		0.2
Argentina		3,209,293		0.2
Italy		3,171,032		0.2
Singapore		3,117,175		0.2
Turkey		3,037,595		0.2
New Zealand		2,518,048		0.2
Hungary		2,382,962		0.2
Thailand		2,273,440		0.2
Finland		2,002,295		0.1
United Arab Emirates		1,949,246		0.1
Romania		1,930,375		0.1
Malaysia		1,774,662		0.1
Belgium		1,402,252		0.1
Chile		1,092,254		0.1
Israel		762,897		0.1
Egypt		505,107		0.0
Nigeria		456,292		0.0
Jordan		203,587		0.0
Vietnam		144,486		0.0
Total	$	1,535,368,339		100.0%

29      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

Forward Currency Exchange Contracts as of April 30, 2017
Counter -party	Settlement Month(s)			Currency Purchased (000’s)			Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
BAC		05/2017	BRL		9,420	USD		2,945	$	21,813	$	—
BAC		06/2017	MYR		1,635	USD		373		3,797		—
BAC		05/2017	USD		3,013	BRL		9,420		46,371		—
BAC		06/2017	USD		7,579	CAD		10,210		94,562		—
BAC		06/2017	USD		11,066	CNH		76,830		—		26,602
BAC		06/2017	USD		5,794	INR		390,000		—		243,493
BAC		05/2017	USD		138	MXN		2,600		53		—
BAC		06/2017	USD		62	TRY		230		—		1,953
BNP		06/2017	USD		3,060	THB		106,000		—		3,539
BOA		06/2017	COP		28,470,000	USD		9,427		183,245		—
BOA		05/2017 - 06/2017	EUR		23,450	USD		25,166		420,102		—
BOA		06/2017	HUF		10,300	USD		35		805		—
BOA		06/2017	IDR		50,653,000	USD		3,759		24,724		—
BOA		06/2017	INR		80,300	USD		1,218		23,960		—
BOA		06/2017	RON		760	USD		180		2,136		—
BOA		06/2017	THB		159,400	USD		4,615		—		8,637
BOA		06/2017 - 09/2017	TRY		16,150	USD		4,222		173,582		—
BOA		06/2017	TWD		821,000	USD		26,641		585,601		—
BOA		09/2017	USD		304	CLP		201,900		3,163		—
BOA		05/2017 - 06/2017	USD		35,572	EUR		33,495		—		965,600
BOA		06/2017	USD		187	HUF		53,600		791		233
BOA		06/2017	USD		930	IDR		12,514,100		—		5,042
BOA		06/2017	USD		3,252	INR		214,300		—		62,228
BOA		06/2017	USD		1,560	KRW		1,801,000		—		23,771
BOA		05/2017	USD		444	MXN		8,500		—		6,208
BOA		06/2017	USD		15,092	NOK		128,540		112,743		—
BOA		06/2017	USD		447	PLN		1,780		—		11,186
BOA		06/2017	USD		35	RON		150		—		629
BOA		06/2017	USD		3,192	THB		112,000		—		44,993
BOA		06/2017	USD		887	TRY		3,350		—		43,563
BOA		06/2017	USD		976	ZAR		13,020		10,850		—
BOA		06/2017	ZAR		14,750	USD		1,124		—		30,504
CITNA-B		05/2017	BRL		37,850	USD		11,952		—		29,867
CITNA-B		05/2017	CAD		11,444	USD		8,569		—		184,202
CITNA-B		06/2017	CZK		226,800	USD		8,935		293,093		—
CITNA-B		05/2017	JPY		888,627	USD		8,576		—		601,913
CITNA-B		06/2017	MYR		19,555	USD		4,386		121,678		—
CITNA-B		06/2017	PLN		3,040	USD		766		16,821		—
CITNA-B		06/2017	TRY		59,540	USD		15,536		1,014,744		—
CITNA-B		06/2017	USD		1,667	ARS		26,980		—		47,667
CITNA-B		05/2017 - 06/2017	USD		23,355	BRL		74,630		30,709		87,646
CITNA-B		05/2017	USD		8,576	CAD		11,444		191,265		—
CITNA-B		06/2017	USD		1,063	COP		3,222,000		1,831		26,026
CITNA-B		06/2017	USD		51,336	GBP		41,801		—		2,873,354
CITNA-B		06/2017	USD		31	HUF		9,000		—		616
CITNA-B		05/2017	USD		8,574	JPY		888,627		599,596		—
CITNA-B		05/2017	USD		206	MXN		3,900		—		696

30      OPPENHEIMER GLOBAL ALLOCATION FUND

Forward Currency Exchange Contracts (Continued)
Counter -party	Settlement Month(s)			Currency Purchased (000’s)			Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
CITNA-B		06/2017	USD		279	MYR		1,245	$	—	$	8,060
CITNA-B		06/2017	USD		4,040	PEN		13,430		—		79,314
CITNA-B		06/2017	USD		179	PLN		710		—		3,890
CITNA-B		06/2017	USD		1,971	RUB		118,100		342		82,436
CITNA-B		06/2017	USD		4,023	ZAR		53,560		58,527		9,936
DEU		06/2017	USD		13,273	CAD		17,785		235,873		—
DEU		06/2017	USD		19,088	CHF		19,175		—		237,301
DEU		06/2017	USD		4,796	ILS		17,700		—		98,309
DEU		06/2017	USD		15,183	JPY		1,658,000		284,185		—
DEU		06/2017	USD		910	ZAR		12,490		—		16,530
GSCO-OT		05/2017	BRL		2,270	USD		724		—		8,866
GSCO-OT		06/2017	COP		3,352,000	USD		1,136		—		4,977
GSCO-OT		05/2017 - 06/2017	EUR		35,570	USD		38,791		46,056		19,767
GSCO-OT		05/2017	MXN		9,200	USD		454		33,043		—
GSCO-OT		06/2017	NOK		142,550	USD		16,828		—		216,497
GSCO-OT		06/2017	USD		11,954	AUD		15,843		100,355		—
GSCO-OT		05/2017	USD		710	BRL		2,270		—		5,256
GSCO-OT		09/2017	USD		13	CLP		9,000		38		—
GSCO-OT		06/2017	USD		224	COP		653,000		4,858		1,279
GSCO-OT		06/2017	USD		182	IDR		2,442,000		84		—
GSCO-OT		05/2017	USD		183	MXN		3,400		2,547		—
GSCO-OT		06/2017	USD		245	MYR		1,085		—		5,395
GSCO-OT		06/2017	USD		67	PEN		220		—		550
GSCO-OT		06/2017	USD		1,012	RON		4,320		—		25,546
GSCO-OT		06/2017	USD		184	ZAR		2,420		4,112		—
HSBC		06/2017	CLP		1,960,200	USD		2,963		—		32,165
HSBC		06/2017	COP		155,000	USD		52		—		89
HSBC		06/2017	GBP		11,880	USD		15,217		189,608		—
HSBC		06/2017	IDR		4,466,000	USD		333		578		—
HSBC		06/2017	INR		246,000	USD		3,779		29,224		—
HSBC		06/2017	PHP		7,900	USD		157		42		—
HSBC		06/2017	USD		7,545	CAD		10,165		93,532		—
HSBC		06/2017	USD		39	CLP		25,700		448		—
HSBC		06/2017	USD		14,101	CNH		98,060		—		56,968
HSBC		06/2017	USD		180	COP		527,000		2,563		—
HSBC		06/2017	USD		3,068	DKK		21,515		—		90,289
HSBC		06/2017	USD		14,502	HKD		112,450		31,314		—
HSBC		06/2017	USD		2,312	HUF		675,000		—		39,117
HSBC		06/2017	USD		138	INR		9,000		—		1,355
HSBC		06/2017	USD		30,116	MXN		584,300		—		689,386
HSBC		06/2017	USD		6,495	NZD		9,285		126,633		—
HSBC		06/2017	USD		80	PEN		260		—		117
HSBC		06/2017	USD		5,043	PLN		20,530		—		247,356
HSBC		06/2017	USD		16,499	SEK		148,210		—		272,634
HSBC		06/2017	USD		241	THB		8,300		1,195		—
JPM		05/2017	BRL		1,850	USD		582		1,853		1,505
JPM		06/2017	IDR		156,072,000	USD		11,672		5,920		19,768

31      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

Forward Currency Exchange Contracts (Continued)
Counter -party	Settlement Month(s)			Currency Purchased (000’s)			Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
JPM		06/2017	INR		497,000	USD		7,712	$	—	$	18,328
JPM		05/2017 - 06/2017	MXN		475,100	USD		23,942		1,111,603		—
JPM		06/2017	MYR		3,230	USD		729		15,766		—
JPM		06/2017	PEN		2,300	USD		697		8,498		—
JPM		06/2017	RUB		566,700	USD		9,533		321,843		—
JPM		05/2017	USD		589	BRL		1,850		6,322		—
JPM		06/2017	USD		65	CLP		43,000		970		—
JPM		06/2017	USD		102,923	EUR		97,020		—		2,998,631
JPM		06/2017	USD		129	HUF		37,000		577		—
JPM		06/2017	USD		184	IDR		2,485,000		—		1,094
JPM		06/2017	USD		24,559	JPY		2,799,000		—		593,141
JPM		06/2017	USD		6,058	KRW		6,922,000		—		29,137
JPM		05/2017	USD		177	MXN		3,400		—		3,039
JPM		06/2017	USD		4,735	MYR		21,185		—		149,633
JPM		06/2017	USD		4,429	PHP		225,000		—		38,879
JPM		06/2017	USD		165	PLN		640		—		22
JPM		06/2017	USD		1,450	RON		6,215		—		42,570
JPM		09/2017	USD		4,025	RUB		233,600		65,393		—
JPM		06/2017	USD		1,632	SGD		2,300		—		15,415
JPM		06/2017	USD		79	TRY		300		—		3,983
JPM		06/2017	USD		12,695	TWD		388,000		—		172,572
JPM		06/2017	USD		82	ZAR		1,140		—		2,991
TDB		05/2017	BRL		29,900	USD		9,348		69,237		—
TDB		09/2017	PLN		9,540	USD		2,342		115,094		—
TDB		05/2017 - 06/2017	USD		14,465	BRL		45,460		185,948		—
TDB		05/2017	USD		1,439	MXN		29,600		—		128,929
Total Unrealized Appreciation and Depreciation									$	7,132,216	$	11,803,190

Futures Contracts as of April 30, 2017
Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Appreciation (Depreciation)
Mexican Bolsa Index		MDX		Buy		6/16/17		610	$	15,972,229	$	643,640
Mini MSCI Emerging Market Index		NYF		Sell		6/16/17		599		29,321,050		(1,615,635)
Nikkei 225 Index		TYOE		Sell		6/8/17		39		6,717,201		13,899
S&P 500 E-Mini Index		CME		Sell		6/16/17		134		15,949,350		(147,951)
STOXX Europe 600 Index		EUX		Sell		6/16/17		4,486		93,700,550		(4,175,184)
United States Treasury Long Bonds		CBT		Buy		6/21/17		225		34,417,969		145,443
United States Treasury Nts., 10 yr.		CBT		Buy		6/21/17		34		4,274,438		(15,463)
United States Treasury Nts., 5 yr.		CBT		Buy		6/30/17		1,456		172,399,500		880,635
United States Ultra Bonds		CBT		Buy		6/21/17		265		43,178,438		728,284
											$	(3,542,332)

32      OPPENHEIMER GLOBAL ALLOCATION FUND

Over-the-Counter Currency Swap at April 30, 2017

Counterparty

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Maturity Date

Notional Amount Currency Received (000’s)

Notional Amount Currency Delivered (000’s)

Value

Six-Month USD

BOA

Pay

BBA LIBOR

6.335

%

3/23/20  INR

212,410  INR

3,253

$

141,197

Centrally Cleared Interest Rate Swaps at April 30, 2017

Counterparty

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Maturity Date

Notional Amount (000’s)

Value

BNP

Pay

BZDI

9.968

%

1/4/21  BRL

6,075

$

(2,137)

DEU

Pay

BZDI

9.975

1/4/21  BRL

6,075

(1,798)

MXN TIIE

GSCOI

Pay

BANXICO

7.350

3/11/22  MXN

41,358

8,642

MXN TIIE

JPM

Pay

BANXICO

7.160

4/4/19  MXN

268,800

(8,616)

Three-Month USD

JPM

Receive

BBA LIBOR

2.118

3/20/22  USD

1,965

(19,813)

Total Centrally Cleared Interest Rate Swaps

$

(23,722)

Over-the-Counter Interest Rate Swaps at April 30, 2017

Counterparty

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Maturity Date

Notional Amount (000’s)

Value

Three-Month MYR

BOA

Pay

KLIBOR BNM

3.290

%

10/27/18  MYR

10,430

$

(9,822)

Three-Month MYR

BOA

Pay

KLIBOR BNM

3.470

10/27/21  MYR

17,050

(41,440)

CITNA-B

Pay

BZDI

10.910

1/2/23  BRL

20,400

42,225

Three-Month

COP IBR OIS

GSCOI

Pay

Compound

5.175

4/20/20  COP

9,387,500

19,019

Three-Month

COP IBR OIS

JPM

Pay

Compound

6.520

10/27/26  COP

3,129,000

64,925

Three-Month

COP IBR OIS

JPM

Pay

Compound

5.700

3/8/19  COP

14,175,000

50,470

Total Over-the-Counter Interest Rate Swaps

$

125,377

Over-the-Counter Total Return Swaps at April 30, 2017

Reference Asset

Counterparty

Pay/Receive Total Return*

Floating Rate

Maturity Date

Notional Amount (000’s)

Value

One-Month USD

BBA LIBOR plus

NDDUMAF Index

GSCOI

Receive

40 basis points

5/12/17  USD

15,095

$

566,218

One-Month USD

BBA LIBOR plus

NDEUSRU Index

BOA

Receive

88 basis points

6/20/17  USD

13,880

339,962

33      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

Over-the-Counter Total Return Swaps (Continued)

Reference Asset

Counterparty

Pay/Receive Total Return*

Floating Rate

Maturity Date

Notional Amount (000’s)

Value

One-Month USD

BBA LIBOR minus

NDEUSSA Index

BOA

Receive

5 basis points

7/25/17  USD

15,726

$

242,089

Total Over-the-Counter Total Return Swaps

$

1,148,269

* Fund will pay or receive the total return of the reference asset depending on whether the return is positive or negative. For contracts where the Fund has elected to receive the total return of the reference asset if positive, it will be responsible for paying the floating rate and the total return of the reference asset if negative. If the Fund has elected to pay the total return of the reference asset if positive, it will receive the floating rate and the total return of the reference asset if negative.

Glossary:
Counterparty Abbreviations
BAC	Barclays Bank plc
BNP	BNP Paribas
BOA	Bank of America NA
CITNA-B	Citibank NA
DEU	Deutsche Bank AG
GSCOI	Goldman Sachs International
GSCO-OT	Goldman Sachs Bank USA
HSBC	HSBC Bank USA NA
JPM	JPMorgan Chase Bank NA
TDB	Toronto Dominion Bank
Currency abbreviations indicate amounts reporting in currencies
ARS	Argentine Peso
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CHF	Swiss Franc
CLP	Chilean Peso
CNH	Offshore Chinese Renminbi
COP	Colombian Peso
CZK	Czech Koruna
DKK	Danish Krone
EUR	Euro
GBP	British Pound Sterling
HKD	Hong Kong Dollar
HUF	Hungarian Forint
IDR	Indonesian Rupiah
ILS	Israeli Shekel
INR	Indian Rupee
JPY	Japanese Yen
KRW	South Korean Won
MXN	Mexican Nuevo Peso
MYR	Malaysian Ringgit
NOK	Norwegian Krone

34      OPPENHEIMER GLOBAL ALLOCATION FUND

Currency abbreviations indicate amounts reporting in currencies (Continued)
NZD	New Zealand Dollar
PEN	Peruvian New Sol
PHP	Philippine Peso
PLN	Polish Zloty
RON	New Romanian Leu
RUB	Russian Ruble
SEK	Swedish Krona
SGD	Singapore Dollar
THB	Thailand Baht
TRY	New Turkish Lira
TWD	New Taiwan Dollar
ZAR	South African Rand
Definitions
BANXICO	Banco de Mexico
BBA LIBOR	British Bankers’ Association London - Interbank Offered Rate
BNM	Bank Negara Malaysia
BZDI	Brazil Interbank Deposit Rate
IBR	Indicador Bancario de Referencia
KLIBOR	Kuala Lumpur Interbank Offered Rate
MSCI	Morgan Stanley Capital International
NDDUMAF	MSCI Malaysia NETR USD Index
NDEUSRU	MSCI Daily Emerging Markets Russia Net Total Return US Dollar Index
NDEUSSA	MSCI Emerging Africa South Africa NETR USD Index
OIS	Overnight Index Swap
S&P	Standard & Poor’s
TIIE	Interbank Equilibrium Interest Rate
Exchange Abbreviations
CBT	Chicago Board of Trade
CME	Chicago Mercantile Exchanges
EUX	European Stock Exchange
MDX	Mexican Derivatives Market
NYF	New York Futures Exchange
TYOE	Tokyo Stock Exchange

See accompanying Notes to Consolidated Financial Statements.

35      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF

ASSETS AND LIABILITIES April 30, 2017 Unaudited

Assets
Investments, at value—see accompanying consolidated statement of investments:
Unaffiliated companies (cost $1,129,986,967)	$	1,277,891,055
Affiliated companies (cost $255,500,874)		257,477,284
		1,535,368,339
Cash		5,619,796
Cash—foreign currencies (cost $228,091)		225,992
Cash used for collateral on centrally cleared swaps		230,249
Unrealized appreciation on forward currency exchange contracts		7,132,216
Swaps, at value		1,466,105
Centrally cleared swaps, at value		8,642
Receivables and other assets:
Investments sold		6,390,929
Interest and dividends		5,544,526
Shares of beneficial interest sold		861,289
Variation margin receivable		258,305
Other		361,396
Total assets		1,563,467,784
Liabilities
Unrealized depreciation on forward currency exchange contracts		11,803,190
Swaps, at value		51,262
Centrally cleared swaps, at value		32,364
Payables and other liabilities:
Investments purchased		3,827,262
Shares of beneficial interest redeemed		1,727,750
Trustees’ compensation		516,763
Distribution and service plan fees		294,440
Variation margin payable		154,174
Foreign capital gains tax		133,239
Shareholder communications		13,108
Other		76,267
Total liabilities		18,629,819
Net Assets	$	1,544,837,965
Composition of Net Assets
Par value of shares of beneficial interest	$	841,878
Additional paid-in capital		1,833,767,567
Accumulated net investment loss		(6,459,512)
Accumulated net realized loss on investments and foreign currency transactions		(426,943,518)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		143,631,550
Net Assets	$	1,544,837,965

36      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 $1,153,648,223 and 62,423,554 shares of beneficial interest outstanding)	$	18.48
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	19.61
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $12,066,530 and 679,323 shares of beneficial interest outstanding)	$	17.76
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $241,357,336 and 13,584,971 shares of beneficial interest outstanding)	$	17.77
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $25,523,067 and 1,382,914 shares of beneficial interest outstanding)	$	18.46
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $38,565,099 and 2,125,007 shares of beneficial interest outstanding)	$	18.15
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $73,677,710 and 3,992,059 shares of beneficial interest outstanding)	$	18.46

See accompanying Notes to Consolidated Financial Statements.

37      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENT OF

OPERATIONS For the Six Months Ended April 30, 2017 Unaudited

Allocation of Income and Expenses from Master Funds1
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	2,229,896
Dividends		3,944
Net expenses		(166,520)
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		2,067,320
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		3,543,443
Dividends		154,546
Net expenses		(204,862)
Net investment income allocated from Oppenheimer Master Loan Fund, LLC		3,493,127
Total allocation of net investment income from master funds		5,560,447
Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $371,521)		9,509,384
Affiliated companies		870,544
Interest (net of foreign withholding taxes of $138,088)		5,589,253
Total investment income		15,969,181
Expenses
Management fees		5,905,194
Distribution and service plan fees:
Class A		1,356,835
Class B		72,106
Class C		1,165,670
Class R		92,101
Transfer and shareholder servicing agent fees:
Class A		1,232,276
Class B		15,950
Class C		257,696
Class I		3,567
Class R		41,049
Class Y		73,792
Shareholder communications:
Class A		27,130
Class B		2,077
Class C		6,171
Class I		88
Class R		710
Class Y		650
Custodian fees and expenses		57,056
Trustees’ compensation		18,631
Borrowing fees		13,802
Other		171,837
Total expenses		10,514,388

38      OPPENHEIMER GLOBAL ALLOCATION FUND

Expenses (Continued)
Less waivers and reimbursements of expenses	$	(531,860)
Net expenses		9,982,528
Net Investment Income		11,547,100
Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in:
Unaffiliated companies (includes premiums on options exercised)		10,732,136
Affiliated companies		149,734
Closing and expiration of futures contracts		(14,278,375)
Foreign currency transactions		9,079,734
Swap contracts		4,508,233
Net realized gain allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		179,516
Oppenheimer Master Loan Fund, LLC		480,095
Net realized gain		10,851,073
Net change in unrealized appreciation/depreciation on:
Investment transactions		91,069,688
Translation of assets and liabilities denominated in foreign currencies		(11,582,326)
Futures contracts		(620,176)
Swap contracts		281,590
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(987,050)
Oppenheimer Master Loan Fund, LLC		200,149
Net change in unrealized appreciation/depreciation		78,361,875
Net Increase in Net Assets Resulting from Operations	$	100,760,048

1. The Fund invests in certain affiliated mutual funds that expect to be treated as partnerships for tax purposes. See Note 4 of the accompanying Consolidated Notes.

See accompanying Notes to Consolidated Financial Statements.

39      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS Unaudited

	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016
Operations
Net investment income	$	11,547,100	$	18,273,225
Net realized gain (loss)		10,851,073		(15,866,802)
Net change in unrealized appreciation/depreciation		78,361,875		35,699,082
Net increase in net assets resulting from operations		100,760,048		38,105,505
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(30,763,035)		(18,412,487)
Class B		(409,300)		(321,701)
Class C		(6,145,060)		(2,844,253)
Class I		(691,601)		(180,458)
Class R		(1,010,838)		(512,956)
Class Y		(1,930,158)		(849,669)
		(40,949,992)		(23,121,524)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(30,837,268)		(75,162,877)
Class B		(6,752,635)		(14,955,147)
Class C		(6,251,167)		(10,506,659)
Class I		1,089,056		21,912,567
Class R		(236,760)		323,979
Class Y		9,998,900		14,335,715
		(32,989,874)		(64,052,422)
Net Assets
Total increase (decrease)		26,820,182		(49,068,441)
Beginning of period		1,518,017,783		1,567,086,224
End of period (including accumulated net investment income (loss) of $(6,459,512) and $22,943,380, respectively)	$	1,544,837,965	$	1,518,017,783

See accompanying Notes to Consolidated Financial Statements.

40      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS

Class A	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$17.77		$17.58		$17.43		$17.27		$14.70		$14.81
Income (loss) from investment operations:
Net investment income2		0.15		0.23		0.24		0.27		0.34		0.33
Net realized and unrealized gain (loss)		1.05		0.23		0.15		0.21		2.41		(0.04)
Total from investment operations		1.20		0.46		0.39		0.48		2.75		0.29
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.49)		(0.27)		(0.24)		(0.32)		(0.18)		(0.40)
Net asset value, end of period		$18.48		$17.77		$17.58		$17.43		$17.27		$14.70
Total Return, at Net Asset Value3		6.94%		2.72%		2.26%		2.85%		18.81%		2.14%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,153,648		$1,139,315		$1,203,181		$1,279,187		$1,369,331		$1,294,433
Average net assets (in thousands)		$1,130,069		$1,150,095		$1,247,197		$1,336,323		$1,327,442		$1,358,002
Ratios to average net assets:4,5
Net investment income		1.66%		1.33%		1.39%		1.58%		2.11%		2.29%
Expenses excluding specific expenses listed below		1.34%		1.34%		1.33%		1.37%		1.43%		1.46%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		1.34%		1.34%		1.33%		1.37%		1.43%		1.46%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.27%		1.28%		1.28%		1.30%		1.35%		1.38%
Portfolio turnover rate		13%		84%		83%		43%		37%		59%

41      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.36	%
Year Ended October 31, 2016	1.35	%
Year Ended October 30, 2015	1.33	%
Year Ended October 31, 2014	1.38	%
Year Ended October 31, 2013	1.44	%
Year Ended October 31, 2012	1.46	%

See accompanying Notes to Consolidated Financial Statements.

42      OPPENHEIMER GLOBAL ALLOCATION FUND

Class B	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$17.12		$16.99		$16.86		$16.76		$14.30		$14.43
Income (loss) from investment operations:
Net investment income2		0.07		0.09		0.11		0.13		0.19		0.20
Net realized and unrealized gain (loss)		1.01		0.23		0.14		0.21		2.34		(0.02)
Total from investment operations		1.08		0.32		0.25		0.34		2.53		0.18
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.44)		(0.19)		(0.12)		(0.24)		(0.07)		(0.31)
Net asset value, end of period		$17.76		$17.12		$16.99		$16.86		$16.76		$14.30
Total Return, at Net Asset Value3		6.49%		1.99%		1.45%		2.05%		17.72%		1.36%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$12,067		$18,396		$33,478		$56,317		$84,161		$102,131
Average net assets (in thousands)		$14,577		$24,510		$42,919		$69,381		$91,497		$119,580
Ratios to average net assets:4,5
Net investment income		0.87%		0.54%		0.63%		0.79%		1.24%		1.46%
Expenses excluding specific expenses listed below		2.12%		2.12%		2.08%		2.21%		2.42%		2.41%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		2.12%		2.12%		2.08%		2.21%		2.42%		2.41%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.05%		2.06%		2.03%		2.09%		2.22%		2.20%
Portfolio turnover rate		13%		84%		83%		43%		37%		59%

43      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	2.14	%
Year Ended October 31, 2016	2.13	%
Year Ended October 30, 2015	2.08	%
Year Ended October 31, 2014	2.22	%
Year Ended October 31, 2013	2.43	%
Year Ended October 31, 2012	2.41	%

See accompanying Notes to Consolidated Financial Statements.

44      OPPENHEIMER GLOBAL ALLOCATION FUND

Class C	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$17.13		$17.00		$16.88		$16.78		$14.31		$14.44
Income (loss) from investment operations:
Net investment income2		0.08		0.10		0.11		0.14		0.22		0.22
Net realized and unrealized gain (loss)		1.01		0.23		0.14		0.21		2.33		(0.03)
Total from investment operations		1.09		0.33		0.25		0.35		2.55		0.19
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.45)		(0.20)		(0.13)		(0.25)		(0.08)		(0.32)
Net asset value, end of period		$17.77		$17.13		$17.00		$16.88		$16.78		$14.31
Total Return, at Net Asset Value3		6.54%		1.97%		1.50%		2.10%		17.90%		1.45%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$241,357		$238,771		$247,445		$262,594		$281,444		$267,392
Average net assets (in thousands)		$236,312		$240,948		$256,637		$275,145		$273,813		$284,820
Ratios to average net assets:4,5
Net investment income		0.90%		0.58%		0.64%		0.83%		1.39%		1.58%
Expenses excluding specific expenses listed below		2.09%		2.09%		2.08%		2.12%		2.14%		2.17%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		2.09%		2.09%		2.08%		2.12%		2.14%		2.17%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.02%		2.03%		2.03%		2.05%		2.06%		2.09%
Portfolio turnover rate		13%		84%		83%		43%		37%		59%

45      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	2.11	%
Year Ended October 31, 2016	2.10	%
Year Ended October 30, 2015	2.08	%
Year Ended October 31, 2014	2.13	%
Year Ended October 31, 2013	2.15	%
Year Ended October 31, 2012	2.17	%

See accompanying Notes to Consolidated Financial Statements.

46      OPPENHEIMER GLOBAL ALLOCATION FUND

Class I	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Period Ended October 31, 20122
Per Share Operating Data
Net asset value, beginning of period		$17.75		$17.56		$17.41		$17.25		$14.69		$14.98
Income (loss) from investment operations:
Net investment income3		0.18		0.29		0.31		0.32		0.34		0.37
Net realized and unrealized gain (loss)		1.06		0.25		0.16		0.24		2.48		(0.53)
Total from investment operations		1.24		0.54		0.47		0.56		2.82		(0.16)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.53)		(0.35)		(0.32)		(0.40)		(0.26)		(0.13)
Net asset value, end of period		$18.46		$17.75		$17.56		$17.41		$17.25		$14.69
Total Return, at Net Asset Value4		7.18%		3.18%		2.71%		3.32%		19.35%		(1.04)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$25,523		$23,444		$747		$3,031		$775		$10
Average net assets (in thousands)		$24,003		$9,808		$877		$1,075		$147		$10
Ratios to average net assets:5,6
Net investment income		2.10%		1.66%		1.74%		1.90%		2.01%		3.78%
Expenses excluding specific expenses listed below		0.90%		0.85%		0.88%		0.94%		0.92%		0.94%
Interest and fees from borrowings		0.00%7		0.00%7		0.00%7		0.00%		0.00%		0.00%
Total expenses8		0.90%		0.85%		0.88%		0.94%		0.92%		0.94%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.84%		0.79%		0.83%		0.87%		0.84%		0.89%
Portfolio turnover rate		13%		84%		83%		43%		37%		59%

47      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. Represents the last business day of the Fund’s reporting period.

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

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

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

5. Annualized for periods less than one full year.

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

7. Less than 0.005%.

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

Six Months Ended April 30, 2017	0.92	%
Year Ended October 31, 2016	0.86	%
Year Ended October 30, 2015	0.88	%
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.

48    OPPENHEIMER GLOBAL ALLOCATION FUND

Class R	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$17.47		$17.29		$17.15		$17.01		$14.48		$14.60
Income (loss) from investment operations:
Net investment income2		0.12		0.18		0.20		0.23		0.29		0.29
Net realized and unrealized gain (loss)		1.03		0.24		0.14		0.20		2.38		(0.04)
Total from investment operations		1.15		0.42		0.34		0.43		2.67		0.25
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.47)		(0.24)		(0.20)		(0.29)		(0.14)		(0.37)
Net asset value, end of period		$18.15		$17.47		$17.29		$17.15		$17.01		$14.48
Total Return, at Net Asset Value3		6.79%		2.51%		1.98%		2.56%		18.52%		1.86%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$38,565		$37,321		$36,537		$39,483		$43,683		$44,700
Average net assets (in thousands)		$37,647		$36,498		$38,398		$42,159		$44,174		$50,331
Ratios to average net assets:4,5
Net investment income		1.41%		1.09%		1.14%		1.33%		1.86%		2.05%
Expenses excluding specific expenses listed below		1.59%		1.59%		1.58%		1.63%		1.68%		1.70%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		1.59%		1.59%		1.58%		1.63%		1.68%		1.70%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.52%		1.53%		1.53%		1.56%		1.60%		1.62%
Portfolio turnover rate		13%		84%		83%		43%		37%		59%

49      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.61	%
Year Ended October 31, 2016	1.60	%
Year Ended October 30, 2015	1.58	%
Year Ended October 31, 2014	1.64	%
Year Ended October 31, 2013	1.69	%
Year Ended October 31, 2012	1.70	%

See accompanying Notes to Consolidated Financial Statements.

50      OPPENHEIMER GLOBAL ALLOCATION FUND

Class Y	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014			Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$17.75		$17.56		$17.42		$17.26			$14.69		$14.80
Income (loss) from investment operations:
Net investment income2		0.17		0.28		0.29		0.32			0.40		0.38
Net realized and unrealized gain (loss)		1.05		0.23		0.14		0.22	��		2.41		(0.03)
Total from investment operations		1.22		0.51		0.43		0.54			2.81		0.35
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.51)		(0.32)		(0.29)		(0.38)			(0.24)		(0.46)
Net asset value, end of period		$18.46		$17.75		$17.56		$17.42			$17.26		$14.69
Total Return, at Net Asset Value3		7.09%		2.97%		2.47%		3.17%			19.26%		2.53%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$73,678		$60,771		$45,698		$40,652			$37,264		$31,958
Average net assets (in thousands)		$67,768		$52,148		$42,596		$39,075			$33,958		$33,356
Ratios to average net assets:4,5
Net investment income		1.90%		1.63%		1.63%		1.86%			2.47%		2.65%
Expenses excluding specific expenses listed below		1.09%		1.09%		1.08%		1.09%			1.06%		1.09%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%			0.00%		0.00%
Total expenses7		1.09%		1.09%		1.08%		1.09%			1.06%		1.09%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.02%		1.03%		1.03%		1.02%			0.98%		1.01%
Portfolio turnover rate		13%		84%		83%		43%			37%		59%

51      OPPENHEIMER GLOBAL ALLOCATION FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.11	%
Year Ended October 31, 2016	1.10	%
Year Ended October 30, 2015	1.08	%
Year Ended October 31, 2014	1.10	%
Year Ended October 31, 2013	1.07	%
Year Ended October 31, 2012	1.09	%

See accompanying Notes to Consolidated Financial Statements.

52      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS April 30, 2017 Unaudited

1. Organization

Oppenheimer Global Allocation Fund (the “Fund”) is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. 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 are 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, continue to be subject to a CDSC after the shares were renamed. Purchases of Class R shares occurring on or after July 1, 2014, are not 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 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 followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

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

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,

53      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

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 period end, the Fund owned 899 shares with net assets of $4,388,033 in the Subsidiary.

Other financial information at period end:

Total market value of investments*	$	—
Net assets	$	4,388,033
Net income (loss)	$	(34,357)
Net realized gain (loss)	$	—
Net change in unrealized appreciation/depreciation	$	—

* At period end, the Subsidiary only held cash.

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Consolidated Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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

54      OPPENHEIMER GLOBAL ALLOCATION FUND

2. Significant Accounting Policies (Continued)

class.

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, 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 or at other times as deemed necessary by the Manager.

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. 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.

Return of Capital Estimates. Distributions received from the Fund’s investments in Master Limited Partnerships (MLPs) and Real Estate Investments Trusts (REITs), generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates. Such estimates are based on historical information available from each MLP, REIT and other industry sources. These estimates may subsequently be revised based on information received from MLPs and REITs after their tax reporting periods are concluded.

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, based on the negative rolling average balance at an average 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.

55      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income 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 remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended October 31, 2016, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

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 the 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.

During the fiscal year ended October 31, 2016, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended October 31, 2016 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

56      OPPENHEIMER GLOBAL ALLOCATION FUND

2. Significant Accounting Policies (Continued)

Expiring
2017	$	410,473,446
No expiration		34,819,885
Total	$	445,293,331

At period end, it is estimated that the capital loss carryforwards would be $410,473,446 expiring by 2017 and $23,968,812, which will not expire. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the reporting period, it is estimated that the Fund will utilize $10,851,073 of capital loss carryforward to offset realized capital gains.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end 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	$	1,388,299,382
Federal tax cost of other investments		(120,783,998)
Total federal tax cost	$	1,267,515,384
Gross unrealized appreciation	$	271,084,273
Gross unrealized depreciation		(130,264,264)
Net unrealized appreciation	$	140,820,009

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.

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP 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.

57      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

3. Securities Valuation

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

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 primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

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

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

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

58      OPPENHEIMER GLOBAL ALLOCATION FUND

3. Securities Valuation (Continued)

securities, short-term notes, 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. Standard inputs generally considered by third-party pricing vendors include reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors.

Structured securities, swaps, swaptions, and other over-the-counter derivatives are valued utilizing evaluated prices obtained from third party pricing services or broker-dealers. Standard inputs generally considered by third-party pricing vendors include market information relevant to the underlying reference asset such as the price of financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates, or the occurrence of other specific events.

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.

Securities for which market quotations are not readily available 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. Those standardized fair valuation 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 regularly compares prior day prices and sale prices to the current day prices and challenges those

59      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

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

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

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

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

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

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are measured using net asset value and are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities at period end 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	$	68,908,465	$	104,067,098	$	—	$	172,975,563
Consumer Staples		40,889,020		45,355,437		—		86,244,457
Energy		22,173,343		9,805,349		—		31,978,692
Financials		86,440,200		73,352,568		4		159,792,772
Health Care		69,055,985		34,973,028		—		104,029,013
Industrials		45,084,844		94,575,374		—		139,660,218
Information Technology		133,794,498		64,430,666		—		198,225,164
Materials		18,758,672		15,328,593		351		34,087,616
Telecommunication Services		8,090,804		23,656,121		—		31,746,925

60      OPPENHEIMER GLOBAL ALLOCATION FUND

3. Securities Valuation (Continued)

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Investments, at Value: (Continued)
Utilities	$	8,773,112	$	2,360,837	$	—	$	11,133,949
Preferred Stocks		172,509		4,973,523		—		5,146,032
U.S. Government Obligations		—		131,748,589		—		131,748,589
Foreign Government Obligations		—		77,317,565		—		77,317,565
Non-Convertible Corporate Bond and Note		—		225,557		—		225,557
Investment Companies		157,638,197		193,418,030		—		351,056,227
Total Investments, at Value		659,779,649		875,588,335		355		1,535,368,339
Other Financial Instruments:
Swaps, at value		—		1,466,105		—		1,466,105
Centrally cleared swaps, at value		—		8,642		—		8,642
Futures contracts		2,411,901		—		—		2,411,901
Forward currency exchange contracts		—		7,132,216		—		7,132,216
Total Assets	$	662,191,550	$	884,195,298	$	355	$	1,546,387,203
Liabilities Table
Other Financial Instruments:
Swaps, at value	$	—	$	(51,262)	$	—	$	(51,262)
Centrally cleared swaps, at value		—		(32,364)		—		(32,364)
Futures contracts		(5,954,233)		—		—		(5,954,233)
Forward currency exchange contracts		—		(11,803,190)		—		(11,803,190)
Total Liabilities	$	(5,954,233)	$	(11,886,816)	$	—	$	(17,841,049)

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.

The table below shows the transfers between Level1 and Level 2. The Fund’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

	Transfers into Level 1*		Transfers out of Level 1**			Transfers into Level 2**		Transfers out of Level 2*
Assets Table
Investments, at Value:
Common Stocks
Consumer Staples	$	–	$	(1,424,178	)	$	1,424,178	$	–
Financials		–		(712,716	)		712,716		–
Information Technology		11,612,844		–			–		(11,612,844)
Materials		5,017,079		–			–		(5,017,079)
Total Assets	$	16,629,923	$	(2,136,894)		$	2,136,894	$	(16,629,923)

61      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

* Transfers from Level 2 to Level 1 are a result of the availability of quoted prices from an active market which were not available and have become available.

** Transfers from Level 1 to Level 2 are a result of a change from the use of an exchange traded price to a valuation received from a third-party pricing service or a fair valuation determined based on observable market information other than quoted prices from an active market.

4. Investments and Risks

Risks of Foreign Investing. The Fund may invest in foreign securities which are subject to special risks. Securities traded in foreign markets may be less liquid and more volatile than those traded in U.S. markets. Foreign issuers are usually not subject to the same accounting and disclosure requirements that U.S. companies are subject to, which may make it difficult for the Fund to evaluate a foreign company’s operations or financial condition. A change in the value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar value of investments denominated in that foreign currency and in the value of any income or distributions the Fund may receive on those investments. The value of foreign investments may be affected by exchange control regulations, foreign taxes, higher transaction and other costs, delays in the settlement of transactions, changes in economic or monetary policy in the United States or abroad, expropriation or nationalization of a company’s assets, or other political and economic factors. In addition, due to the inter-relationship of global economies and financial markets, changes in political and economic factors in one country or region could adversely affect conditions in another country or region. Investments in foreign securities may also expose the Fund to time-zone arbitrage risk. Foreign securities may trade on weekends or other days when the Fund does not price its shares. At times, the Fund may emphasize investments in a particular country or region and may be subject to greater risks from adverse events that occur in that country or region. Foreign securities and foreign currencies held in foreign banks and securities depositories may be subject to limited or no regulatory oversight.

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Consolidated Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated 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 Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests 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 Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

62      OPPENHEIMER GLOBAL ALLOCATION FUND

4. Investments and Risks (Continued)

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”) which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

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 1940 Act, as amended, that expect to be treated as partnerships for tax purposes, specifically Oppenheimer Master Loan Fund, LLC (“Master Loan”) and Oppenheimer Master Event-Linked Bond Fund, LLC (“Master Event-Linked Bond”) (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 Master Loan is to seek income. The investment objective of Master Event-Linked Bond 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. The Fund owns 7.6% of Master Loan and 27.1% of Master Event-Linked Bond at period end.

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

63      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

4. Investments and Risks (Continued)

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

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

Sovereign Debt Risk. The Fund invests in sovereign debt securities, which are subject to certain special risks. These risks include, but are not limited to, the risk that a governmental entity may delay or refuse, or otherwise be unable, to pay interest or repay the principal on its sovereign debt. There may also be no legal process for collecting sovereign debt that a government does not pay or bankruptcy proceedings through which all or part of such sovereign debt may be collected. In addition, a restructuring or default of sovereign debt may also cause additional impacts to the financial markets, such as downgrades to credit ratings, reduced liquidity and increased volatility, among others.

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various 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 of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.

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

64      OPPENHEIMER GLOBAL ALLOCATION FUND

5. Market Risk Factors (Continued)

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.

6. Use of Derivatives

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.

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.

65      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

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 may enter into forward foreign currency exchange contracts in order to decrease exposure to foreign exchange rate risk associated with either specific transactions or portfolio instruments or to increase exposure to foreign exchange rate risk.

During the reporting period, the Fund had daily average contract amounts on forward contracts to buy and sell of $383,760,489 and $639,481,646, 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 Consolidated Statement of Operations. Realized gains (losses) are reported in the Consolidated Statement

66      OPPENHEIMER GLOBAL ALLOCATION FUND

6. Use of Derivatives (Continued)

of Operations at the closing or expiration of futures contracts.

The Fund may purchase and/or sell financial futures contracts and options on futures contracts to gain exposure to, or decrease exposure to interest rate risk, equity risk, foreign exchange rate risk, volatility risk, or commodity risk.

During the reporting period, the Fund had an ending monthly average market value of $340,663,651 and $243,065,404 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.

Foreign Currency Options. The Fund may purchase or write call and put options on currencies to increase or decrease exposure to foreign exchange rate risk. A purchased call, or written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price. A purchased put, or written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

Index/Security Options. The Fund may purchase or write call and put options on individual equity securities and/or equity indexes to increase or decrease exposure to equity risk. A purchased call or written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price. A purchased put or written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

During the reporting period, the Fund had an ending monthly average market value of $418,857 on purchased put options.

At period end, the Fund had no purchased options outstanding.

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

67      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

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.

At period end, the Fund had no written options outstanding.

Written option activity for the reporting period was as follows:

	Number of Contracts		Amount of Premiums
Options outstanding as of October 31, 2016		–	$	–
Options written		2,439,103,500		2,837,491
Options exercised		(2,439,103,500)		(2,837,491)
Options outstanding as of April 30, 2017		–	$	–

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

68      OPPENHEIMER GLOBAL ALLOCATION FUND

6. Use of Derivatives (Continued)

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.

Currency Swap Contracts. A currency swap contract is an agreement between counterparties to exchange different currencies at contract inception that are equivalent to a notional value. The exchange at contract inception is made at the current spot rate. The contract also includes an agreement to reverse the exchange of the same notional values of those currencies at contract termination. The re-exchange at contract termination may take place at the same exchange rate, a specified rate or the then current spot rate. Certain currency swap contracts provide for exchanging the currencies only at contract termination and can provide for only a net payment in the settlement currency, typically USD. A currency swap contract may also include the exchange of periodic payments, between the counterparties, that are based on interest rates available in the respective currencies at contract inception. Other currency swap contracts may not provide for exchanging the different currencies at all, and only for exchanging interest cash flows based on the notional value in the contract.

The Fund has entered into currency swap contracts with the obligation to pay an interest rate on the dollar notional amount and receive an interest rate on the various foreign currency notional amounts. These currency swap contracts increase exposure to, or decrease exposure away from, foreign exchange and interest rate risk.

For the reporting period, the Fund had ending monthly average notional amounts of $939,000 on currency swaps which receive a fixed rate.

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

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

The Fund may enter into interest rate swaps in which it pays the fixed or floating interest rate in order to increase or decrease exposure to interest rate risk. Typically, if relative interest rates rise, floating payments under a swap agreement will be greater than the fixed payments.

For the reporting period, the Fund had ending monthly average notional amounts of $8,375,117 and $17,502,027 on interest rate swaps which pay a fixed rate and interest rate swaps which receive a fixed rate, 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

69      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

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

The Fund may enter into total return swaps on various equity securities or indexes to increase or decrease exposure to equity risk. These equity risk related total return swaps require the Fund to pay or receive a floating reference interest rate, and an amount equal to the opposite price movement of securities or an index (expressed as a percentage) multiplied by the notional amount of the contract. Equity leg 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. Reference leg payments equal 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.

The Fund may enter into total return swaps to increase or decrease exposure to the credit risk of various indexes or basket of securities. These credit risk related total return swaps require the Fund to pay to, or receive payments from, the counterparty based on the movement of credit spreads of the related indexes or securities.

The Fund may enter into total return swaps on various commodity indexes to increase or decrease exposure to commodity risk. These commodity risk related total return swaps require the Fund to pay or receive a fixed or a floating reference interest rate, and an amount equal to the opposite price movement of 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 index (expressed as a percentage) multiplied by the notional amount of the contract. The Fund will receive payments of a fixed or a floating reference interest rate and an amount equal to the negative price movement of the same index (expressed as a percentage) multiplied by the notional amount of the contract.

For the reporting period, the Fund had ending monthly average notional amounts of $71,984,724 on total return swaps which are long the reference asset.

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

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

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6. Use of Derivatives (Continued)

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.

At period end, the Fund has required certain counterparties to post collateral of $1,324,152.

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 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

71      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

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 pledged by the Fund at period end:

			Gross Amounts Not Offset in the Consolidated   Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset 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	$	2,264,950	$	(1,253,856)	$	–	$	(1,011,094)	$	–
Barclays Bank plc		166,596		(166,596)		–		–		–
Citibank NA		2,370,831		(2,370,831)		–		–		–
Deutsche Bank AG		520,058		(352,140)		–		–		167,918
Goldman Sachs Bank USA		191,093		(191,093)		–		–		–
Goldman Sachs International		585,237		–		(4,152)		–		581,085
HSBC Bank USA NA		475,137		(475,137)		–		–		–
JPMorgan Chase Bank NA		1,654,140		(1,654,140)		–		–		–

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6. Use of Derivatives (Continued)

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities*		Financial Instruments     Available for Offset			Financial     Instruments Collateral Received**			Cash Collateral Received**		Net Amount
Toronto Dominion Bank	$	370,279	$	(128,929	)	$	–		$	–	$	241,350
	$	8,598,321	$	(6,592,722	)	$	(4,152	)	$	(1,011,094)	$	990,353

*OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures, if any, 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 period end:

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset		Financial Instruments Collateral Pledged**		Cash Collateral Pledged**		Net Amount
Bank of America NA	$	(1,253,856)	$	1,253,856	$	–	$	–	$	–
Barclays Bank plc		(272,048)		166,596		105,452		–		–
BNP Paribas		(3,539)		–		–		–		(3,539)
Citibank NA		(4,035,623)		2,370,830		1,339,032		–		(325,761)
Deutsche Bank AG		(352,140)		352,140		–		–		–
Goldman Sachs Bank USA		(288,133)		191,093		97,040		–		–
HSBC Bank USA NA		(1,429,476)		475,137		641,976		–		(312,363)
JPMorgan Chase Bank NA		(4,090,708)		1,654,140		2,436,568		–		–
Toronto Dominion Bank		(128,929)		128,929		–		–		–
	$	(11,854,452)	$	6,592,721	$	4,620,068	$	–	$	(641,663)

*OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures, if any, 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 at period end:

73      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (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	Swaps, at value	$	1,148,269
Forward currency exchange contracts	Swaps, at value		141,197
Interest rate contracts	Swaps, at value		176,639	Swaps, at value	$	51,262
Interest rate contracts	Centrally cleared swaps, at value		8,642	Centrally cleared swaps, at value		32,364
Equity contracts	Variation margin receivable		68,993*	Variation margin payable		154,174*
Interest rate contracts	Variation margin receivable		189,312*
Forward currency exchange contracts	Unrealized depreciation on forward currency exchange contracts		7,132,216	Unrealized depreciation on forward currency exchange contracts		11,803,190
Total		$	8,865,268		$	12,040,990

*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.

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 transactions in unaffiliated companies (including premiums on options exercised)*		Closing and expiration of futures contracts		Foreign currency transactions		Swap contracts		Total
Credit contracts		$                      —		$                        —		$                     —		$       1,183,736		$         1,183,736
Equity contracts		(378,287)		(1,607,297)		—		3,404,920		1,419,336
Forward currency exchange contracts		(3,056,391)		—		8,944,992		—		5,888,601
Interest rate contracts		—		(8,317,798)		—		(80,423)		(8,398,221)
Volatility contracts		—		(4,353,280)		—		—		(4,353,280)
Total		$        (3,434,678)		$        (14,278,375)		$        8,944,992		$        4,508,233		$        (4,259,828)

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

74      OPPENHEIMER GLOBAL ALLOCATION FUND

6. Use of Derivatives (Continued)

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Futures contracts		Translation of assets and liabilities denominated in foreign currencies		Swap contracts		Total
Credit contracts	$	—	$	—	$	613,486	$	613,486
Equity contracts		(4,854,200)		—		(697,852)		(5,552,052)
Forward currency exchange contracts		—		(11,847,800)		141,197		(11,706,603)
Interest rate contracts		4,234,024		—		224,759		4,458,783
Total	$	(620,176)		$    (11,847,800)	$	281,590	$	(12,186,386)

7. Shares of Beneficial Interest

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

	Six Months Ended April 30, 2017				Year Ended October 31, 2016
	Shares		Amount		Shares		Amount
Class A
Sold		1,973,888	$	35,010,943		4,318,037	$	74,457,689
Dividends and/or distributions reinvested		1,654,334		28,480,372		1,005,177		17,069,106
Redeemed		(5,311,620)		(94,328,583)		(9,660,559)		(166,689,672)
Net decrease		(1,683,398)	$	(30,837,268)		(4,337,345)	$	(75,162,877)
Class B
Sold		7,226	$	123,930		24,548	$	409,075
Dividends and/or distributions reinvested		24,311		403,325		19,189		313,734
Redeemed		(426,868)		(7,279,890)		(940,071)		(15,677,956)
Net decrease		(395,331)	$	(6,752,635)		(896,334)	$	(14,955,147)
Class C
Sold		727,830	$	12,439,573		1,699,806	$	28,178,400
Dividends and/or distributions reinvested		333,507		5,532,894		155,174		2,541,264
Redeemed		(1,417,300)		(24,223,634)		(2,470,643)		(41,226,323)
Net decrease		(355,963)	$	(6,251,167)		(615,663)	$	(10,506,659)
Class I
Sold		93,397	$	1,666,467		1,332,114	$	22,846,875
Dividends and/or distributions reinvested		40,156		691,250		10,439		180,223
Redeemed		(71,458)		(1,268,661)		(64,294)		(1,114,531)
Net increase		62,095	$	1,089,056		1,278,259	$	21,912,567

75      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

7. Shares of Beneficial Interest (Continued)

	Six Months Ended April 30, 2017						Year Ended October 31, 2016
	Shares			Amount			Shares			Amount
Class R
Sold		252,531		$	4,424,727			455,469		$	7,700,149
Dividends and/or distributions reinvested		56,331			953,123			29,342			489,318
Redeemed		(320,450	)		(5,614,610	)		(461,073	)		(7,865,488)
Net increase (decrease)		(11,588	)	$	(236,760	)		23,738		$	323,979
Class Y
Sold		1,285,017		$	22,718,925			2,947,398		$	51,042,862
Dividends and/or distributions reinvested		97,008			1,669,680			42,758			726,535
Redeemed		(813,618	)		(14,389,705	)		(2,169,062	)		(37,433,682)
Net increase		568,407		$	9,998,900			821,094		$	14,335,715

8. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:

	Purchases		Sales
Investment securities	$	194,583,864	$	245,697,317
U.S. government and government agency obligations		—		25,415,833

9. 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

The Manager also provides investment management related services to the Subsidiary. The Subsidiary pays the Manager a monthly management fee at an annual rate according to the above schedule. The Subsidiary also pays certain other expenses including custody and directors’ fees.

The Fund’s effective management fee for the reporting period was 0.79% of average annual net assets before any Subsidiary management fees or any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund and the Subsidiary. Under the Sub-Advisory Agreement, the

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9. Fees and Other Transactions with Affiliates (Continued)

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 and the Subsidiary, 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 Consolidated 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 reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	—
Payments Made to Retired Trustees		89,130
Accumulated Liability as of April 30, 2017		305,984

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

77      OPPENHEIMER GLOBAL ALLOCATION FUND

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS Unaudited / Continued

9. Fees and Other Transactions with Affiliates (Continued)

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 votes annually to approve their 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.

Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor
April 30, 2017		$131,102		$992		$6,285		$12,354		$—

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. During the reporting period, the Manager waived $17,468.

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9. Fees and Other Transactions with Affiliates (Continued)

This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Effective January 1, 2017, the Transfer Agent has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, B, C, R and Y.

During the reporting period, the Transfer Agent waived fees and/or reimbursed the Fund for transfer agent and shareholder servicing agent fees as follows:

Class A	$	56,058
Class B		673
Class C		11,714
Class R		1,873
Class Y		3,457

This fee waiver and/or reimbursement may be terminated at any time.

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 Affiliated Funds. During the reporting period, the Manager waived fees and/or reimbursed the Fund $440,617 for these management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

10. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a

$1.3 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Consolidated Statement of Operations. The Fund did not utilize the Facility during the reporting period.

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PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines 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 Guidelines 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.

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DISTRIBUTION SOURCES Unaudited

For any distribution that took place over the last six months of Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

Fund Name	Pay Date		Net Income		Net Profit from Sale		Other Capital Sources
Oppenheimer Global Allocation Fund		12/22/16		16.1%		40.3%		43.6%

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OPPENHEIMER GLOBAL ALLOCATION FUND

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	Beth Ann Brown, Trustee
	Edmund P. Giambastiani, Jr., Trustee
	Elizabeth Krentzman, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Joanne Pace, Trustee
	Daniel Vandivort, Trustee
	Arthur P. Steinmetz, Trustee, President and Principal Executive Officer
	Mark Hamilton, Vice President
	Benjamin Rockmuller, Vice President
	Alessio de Longis, Vice President
	Dokyoung Lee, Vice President
	Cynthia Lo Bessette, Secretary and Chief Legal Officer
	Jennifer Foxson, Vice President and Chief Business Officer
	Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money
	Laundering Officer
	Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer
Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder	OFI Global Asset Management, Inc.
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent Registered	KPMG LLP
Public Accounting Firm
Legal Counsel	Kramer Levin Naftalis & Frankel LLP
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

^© 2017 OppenheimerFunds, Inc. All Rights reserved.

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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,SM our electronic document delivery service

● Your transactions with us, our affiliates or others

● Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

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 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.

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

● 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, safeguard that information. 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 2016. 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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Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET. Visit Us oppenheimerfunds.com Call Us 800 225 5677 Follow Us Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2017 OppenheimerFunds Distributor, Inc. All rights reserved. RS0257.001.0417 June 23, 2017

Table of Contents

Fund Performance Discussion	3
Portfolio Positioning	13
Fund Expenses	16
Consolidated Statement of Investments	18
Consolidated Statement of Assets and Liabilities	46
Consolidated Statement of Operations	48
Consolidated Statements of Changes in Net Assets	50
Consolidated Financial Highlights	51
Notes to Consolidated Financial Statements	63
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments	92
Distribution Sources	93
Trustees and Officers	94
Privacy Policy Notice	95

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/17

	Class A Shares of the Fund		HFRX Global Hedge     Fund Index
	Without Sales Charge	With Sales Charge
6-Month	1.64%	-4.20%	3.86%
1-Year	3.85	-2.12	6.21
5-Year	3.90	2.68	1.41
10-Year	2.15	1.55	-0.75

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). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

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Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a total return of 1.64% for the 6-month reporting period ending 4/30/17. The Fund underperformed its benchmark, the HFRX Global Hedge Fund Index (“Index”), which returned 3.86% during the same period, by 222 basis points (“bps”). The Fund also underperformed the Morningstar Multialternative Funds category average, which produced a return of 2.84%, by 120 bps. Over the one-year and three-year periods ended 4/30/17, the Fund ranked in the 51st percentile (209 out of 410 funds) and 30th percentile (74 out of 245 funds) of its Morningstar peer group for total return, respectively. For the five-year and ten-year periods ended 4/30/17, the Fund ranked in the 18th percentile (28 out of 153 funds) and 24th percentile (10 out of 39 funds), respectively, although the 10-year ranking includes time periods before the current portfolio manager began managing the Fund. All three of our strategies, Long/Short Equity, Long/Short Credit and Long/Short Macro generated positive absolute returns but detracted from relative performance during the period.

The Fund offers the flexibility often associated with alternatives while providing the daily liquidity and transparency benefits of a mutual fund. It 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 distinct alternative investment strategies including Long/Short Equity, Long/Short Credit and Long/Short Macro (including currencies, interest rates, sovereign debt and commodities), making the Fund truly flexible. Although many investors focus on the short-term outlook when considering potential investments, the Fund utilizes a longer-term

approach. We look at changing dynamics on both a macroeconomic and microeconomic basis over a multi-year time horizon to uncover investment opportunities that emerge from change.

The Fund continues to deliver on its value proposition of effective diversification combined with low volatility (3.59% standard deviation during the 12-month period ended 4/30/17, which is very low volatility on an absolute basis), good downside risk mitigation and high risk-adjusted returns. Two key measures of those risk-adjusted returns are the Sharpe ratio (which penalizes both upside and downside volatility) and the Sortino ratio (which penalizes only downside volatility). For the five year period ended 4/30/17 (the time that Michelle Borré has managed the strategy), the Fund has

3       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

been ranked in the 3rd percentile of the Morningstar Multialternative peer group for Sharpe ratio and the 2nd percentile for Sortino ratio, right near the top of the class. Moreover, we believe that upside/downside capture ratios provide a good measure of the Fund’s downside protection. The upside capture ratio is the cumulative performance of the Fund in all up months of positive return divided by the cumulative performance of the index in those months. The downside capture ratio is the cumulative performance of the Fund in all down months of negative return divided by the cumulative performance of the index in those months. For the five year period ending 4/30/17, the Fund’s upside capture has been 84% of the Index and its downside capture has been just 22%. This level of asymmetry means that the Fund has delivered significantly more upside than downside during that period. In contrast, the Morningstar Multialternative peer group average captured 80% of the upside of the Index but also 79% of the downside over the same period. In our view, these risk-adjusted returns and upside/downside capture ratios are a testament to the Fund’s intelligent blending of multiple strategies across different asset classes.

MARKET OVERVIEW

Risk assets around the world have rallied since Trump’s election victory in November. For example, the S&P 500 Index has generated a total return of 11.25% from 11/9/16 to 4/28/17 while the FTSE 100 Index has climbed 6.23%, the Nikkei 225 Index has

risen 19.27%, the MSCI Emerging Markets Index has risen 12.09%, and WTI crude oil has climbed 8.97% over the same period. Significantly, this means that valuations have become even more stretched. Against this backdrop, interest rates have climbed higher, with the yield on the 10-year Treasury note rising from 1.85% on election day to 2.28% by the end of the reporting period for an increase of 43 bps. In addition, as the yield on the 10-year Treasury backed up in the fourth quarter, fixed income came under pressure, with the Bloomberg Barclays U.S. Aggregate Bond Index falling 2.98%. In our view, Treasuries could become less helpful to investors during market selloffs or rising rate environments, in part because they offer paltry yields, making the risk/reward tradeoff unattractive. This is especially true as the Federal Reserve (“Fed”) continues to normalize rates and starts to normalize its balance sheet.

The periodic sharp declines in the equity markets combined with spikes in volatility over the past 18 months, including the first six weeks of 2016 and the two days following the “Brexit” vote in the UK, suggest that investors should remain mindful of risk. The Trump administration has injected a level of policy uncertainty into the markets that investors have not seen in quite a while. At the same time, structural flaws in both Europe and Japan remain unresolved, as does the debt crisis in Greece. China and other emerging markets are facing slower long-term growth. Many developed markets are stuck in low gear, and numerous countries in

4       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

the Eurozone face persistently slow growth combined with structural issues that are proving difficult to resolve.

More broadly, we believe that in a number of countries there has been a meaningful change in the relationship between elected representatives and voters, or stated differently, between those who make policies and those who actually pay for those policies. This change was typified by Brexit where voters in the UK surprised the capital markets by electing to leave the European Union (“EU”). In other countries, voter dissatisfaction with ruling parties continues to grow. For example, German Chancellor Angela Merkel’s Christian Democratic Union has posted several disappointing losses in regional elections, due in part to voter anger over Germany’s acceptance of approximately one million refugees from the Middle East and Africa. Joining the EU opened the door to new problems like immigration and the need to bail out peripheral nations. However, the EU does not seem capable of solving these issues, which has caused significant internal tension. In short, the chasm between politicians who decide social and fiscal policies and the voters who actually pay for those policies is growing. Austria came close to electing a far right candidate in its presidential election last December. Voters in Italy rejected a constitutional referendum, causing Prime Minister Matteo Renzi to resign in December. Although France elected the more centrist candidate Emmanuel Macron as President after the reporting period ended in May, Germany will hold national elections in

September and Italy will hold them in 2018.We do not know what the outcome of these elections will be, but we believe the results have the potential to create additional stress on the EU. Simply put, we believe the EU in its current form is unsustainable, although we do not know what specific catalysts might cause changes in its structure or when those changes might occur.

Meanwhile, voter dissatisfaction was on full display in the U.S. as Donald Trump won the presidential election with a campaign to effect radical change in Washington and the Republicans swept Congress for the first time in 15 years. Each of these elections has the potential to create significant geopolitical change that could increase volatility in the capital markets. Under these circumstances, we believe investors could benefit from a broader toolkit than was needed during the risk-on, quantitative easing (“QE”)-supported market of 2009-2014 and a different toolkit than has been effective in the past because of the unfavorable risk/reward in conservative fixed income investments. Part of this broader toolkit could include the ability to take short positions that can actually profit from market declines.

FUND REVIEW

Long and Short Equity Strategy. This strategy generated positive absolute returns although it detracted from relative performance versus the Index during the reporting period. The top contributors were our long positions in Apple, M&T Bank and

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UnitedHealth Group. In contrast, the biggest detractors were our short positions in Subsea 7, Charter Communications and Boeing.

Top Contributors

Our long position in Apple Inc. (AAPL) contributed to performance as the company benefitted from a solid product cycle for the iPhone 7. This success was enhanced by domestic carrier marketing support for that product as well as the lack of effective competition from Samsung. We expect the momentum to continue as there is significant customer interest surrounding the company’s upcoming release of the iPhone 8. Furthermore, AAPL’s management team continues to receive positive reviews for its capital allocation strategy, which has helped to return cash to shareholders.

Our long position in M&T Bank (MTB) contributed to performance in part because investors expect the company to be an outsized beneficiary of lower corporate tax rates and higher domestic interest rates. A lower tax rate would benefit MTB because it generates almost 100% of its earnings in the U.S. and its effective federal rate approaches the maximum of 35%. Rising short-term interest rates have also started to benefit the company’s earnings because its loans are repricing more quickly than its deposits. This dynamic was evident in first quarter financial results, as the bank’s net interest margin expanded significantly.

Similarly, our long position in UnitedHealth Group (UNH) contributed to performance on the back of a favorable outlook for managed care following Trump’s election victory, strong earnings guidance from management for 2017, and earnings results that were better than expected in each of the last two quarters.

Largest Detractors

Our short position in Subsea 7 (SUBC NO), a UK-based offshore engineering and construction company, detracted from performance. Our short underperformed as the stock moved higher on the back of three successive upside surprises in quarterly earnings before interest, taxes and depreciation. The company benefitted from the timing of project completions with no execution mistakes. Despite management’s guidance that earnings before interest, tax, depreciation and amortization (“EBITDA”) margins in 2017 would come in “significantly” below the levels achieved in 2016, the announcement of a special dividend of NOK (Norwegian Krone) 5.00 per share helped support the stock. This announcement also offset market concerns that the company could see 20% of its vessel contracts cancelled by Brazil (with no recourse) during the year, and concerns that the company’s book to bill was below 1.0x due to weaker-than-expected orders for new projects.

Our short position in Charter Communications (CHTR) detracted from

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performance for several reasons. First, investors pushed the stock up in anticipation of potential synergies from the acquisition of Time Warner Cable. Second, the company benefitted from a shift in investor expectations that the Trump administration could lead to a more market-friendly environment with less regulation and a more dovish approach to antitrust enforcement. We exited this position during the reporting period.

Our short position in Boeing (BA), a U.S.-based aerospace company that manufactures commercial jetliners and defense, space, and security systems, also detracted from performance. The stock has run up on expectations that the company could benefit from rising free cash flow ($8 billion in 2016 to $12 billion by 2020) due to the ramp up of the 737 and 787 programs. Investors also expect management to return that cash to shareholders through dividends and share buybacks. In addition, the company has benefitted from the timing of advances/ receipts that have resulted in higher operating cash flow than expected. Nonetheless, we believe there are risks to the view that wide-body planes are facing softness in end demand, which in turn could put production goals for the 787 program at risk. Moreover, we believe there are risks that the 737 production ramp could disappoint investors as a result of customer deferrals.

Long and Short Credit & Long and Short Macro Strategies. The Fund’s Long/Short Credit and Long/Short Macro

strategies generated positive absolute returns but detracted from relative performance versus the Index during the reporting period. In terms of individual holdings, the top performers in the period were our long positions in an asset backed security (“ABS”) backed by airplane engines and a corporate bond issued by Lukoil as well as our short position in a preferred stock ETF. The largest three detractors were our position in options that benefit from rising U.S. interest rates, our short position in Malaysian credit and our long position in gold.

Top Contributors

Our long position in an ABS backed by a portfolio of airplane engines contributed to performance. Leasing activity in the engine portfolio during the reporting period was solid, which resulted in robust cash flow and an accelerated paydown of principal on the bonds. We took advantage of this development to exit the position during the period.

Our short position in the iShares Preferred Stock ETF (PFF) also contributed to performance. We shorted this security in October 2016 to hedge our long position in preferred securities of certain financial institutions, as we were concerned that fallout from Deutsche Bank’s looming settlement with the Department of Justice (“DoJ”) and potential consequences from the Italian referendum could adversely affect holdings in preferred stocks. Although both of these events developed favorably for our underlying

7       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

positions, our short position also contributed to performance because of the negative impact of rising rates on long duration fixed rate securities like preferred stocks. Since the impact of the Italian referendum was benign, we covered much of our short position in the fourth quarter, and we covered the remainder in early 2017 following Deutsche Bank’s announced settlement with the DoJ.

Similarly, our long position in the unsecured debt of Lukoil, a Russian integrated oil company, helped performance. Stabilization in the oil price combined with Lukoil’s low leverage and consistent cash flow has supported the company’s credit profile, which increased the value of our holdings.

Largest Detractors

Our position in options that benefit from higher U.S. interest rates detracted from performance. We entered this position during the reporting period after taking gains on a similar option position. Rates declined while we owned this position as Trump struggled to implement his pro-growth agenda, and investor expectations faded that the Fed would raise rates quickly.

Our short position in credit of the Malaysian government detracted from performance as well. Malaysia is an energy exporter and a large percentage of the government’s revenue comes from the energy sector. Stabilization in the oil price improved Malaysia’s credit profile. In addition, the introduction of a goods and services tax

(effectively a value-added tax (VAT)) partially offset the decline in government energy revenues. Furthermore, Malaysia conducts significant trade with China. The recovery in the Chinese economy in the second half of 2016 has helped support the Malaysian economy. Lastly, Prime Minister Najib Razak has been the subject of several corruption investigations. In response to these charges, he moved decisively to consolidate power. Although the investigations and voter protests continue, the probability of political turmoil has decreased, which has further supported Malaysia’s credit profile and hurt our short position.

Finally, our long positon in gold (GLD) also detracted from performance as the yellow metal fell marginally by 0.70% (or $9) to $1,268 per troy ounce. Gold bullion, which started the period at $1,277 per ounce, began to fall on the day after the U.S. presidential election. It bottomed in mid-December before reversing course and rising through the end of the reporting period. Gold initially dropped on expectations that a Trump administration would lead to fiscal stimulus, lower taxes, less regulation, faster economic growth, a stronger dollar and higher interest rates. It rebounded as investor expectations that Trump could implement his aggressive pro-growth policies began to fade. Earlier in 2016, investors had bid up the price of the metal as a safe haven play, a warrant against monetary policy going off the rails and a potential hedge against competitive currency debasement. For 2016, the price of gold climbed 8.2% (or $87) to $1,147 per ounce. This was the first annual

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increase in the gold price in the last four years. In 2017, the price of gold appreciated by 10.55% through the end of the reporting period.

STRATEGY AND OUTLOOK

The macro environment remains complex. In the wake of Trump’s election victory, and the chaotic nature of his administration thus far, we expect to see cross currents throughout 2017. Although Republicans swept the White House, Senate and House of Representatives, legislative action still requires the approval of Congress. Since Republicans hold only a slim majority in the Senate (52 to 48), this may be a challenging task.

Trump has discussed providing fiscal stimulus through a combination of corporate, personal and offshore cash tax cuts. If the new administration reduces the corporate tax rate, we believe this could help domestic companies much more than international companies (which presumably already take advantage of lower tax rates in other jurisdictions). In particular, a reduction in the tax rate to 15% (a level Trump repeatedly discussed on the campaign trail) could boost earnings for certain companies by 20% or more. In addition, a tax cut on cash held offshore could incentivize companies to repatriate that capital and put it to work in the U.S. or pay it out to shareholders through buybacks or dividends. The Fund already had a home bias before the election, and Trump’s victory made that bias more acute. In addition, we are now more favorable on

companies that pay a high tax rate in the U.S. or that hold significant amounts of cash offshore, as they could be major beneficiaries of changes to the tax code. We believe the financial benefit to companies from any such tax changes would appear fairly quickly after those changes were implemented.

In addition, Trump has spoken about spending up to $1 trillion on infrastructure over a number of years. We believe this kind of investment could be very stimulative for GDP, but we recognize that acceleration in growth would only take place in the early years of the program. After that, the higher level of spending would become part of the base, and growth would taper off. Beyond that, there is currently $19.9 trillion in outstanding U.S. government debt. Depending on how an infrastructure program is funded, that number could grow meaningfully during the Trump administration, bringing out the deficit hawks (typically Republicans) in Washington. More broadly, this stimulus is slated to occur late in the economic cycle and during a tight labor market, which is unusual. As a result, it could cause wage pressures to build further, which in turn could cause inflation to rise more than expected.

Private equity investor Wilbur Ross is the Secretary of Commerce. Both Trump and Ross in the past have expressed antipathy toward what they consider to be bad trade deals (e.g., NAFTA, Trans-Pacific Partnership, etc.). While no one knows precisely what the new administration’s trade policies will be, we do know that trade barriers tend to

9       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

make goods and services more expensive, and on a longer-term basis, they tend to slow economic growth, although the impact may not be apparent for some time. We also know that trade barriers erected in the U.S. won’t necessarily result in the closure of manufacturing capacity in other countries. What this might mean for certain goods (e.g., Chinese steel facing tariffs in the U.S.) is that there could be an undersupply in the U.S., which would be inflationary, and could spark demand for new capacity, which in turn could spark domestic investment. Of course, this investment could rely more on automation than manual labor and create fewer jobs than expected. At the same time, however, there could be excess supply in foreign markets, which would be deflationary. This mismatch of supply and demand—created by artificial trade barriers—tends to depress global trade and slow economic growth in the long term. It could also be another catalyst that helps push the dollar higher versus certain foreign currencies, which would likely put downward pressure on commodity prices and the earnings of some S&P 500 companies.

Moreover, we believe the kinds of changes to immigration policy that Trump has discussed would tend to be negative for growth in the long run, although the impact might not be apparent immediately. In particular, population growth is an important driver of economic growth, so restricting immigration could be a drag on GDP. Recent experiences in Japan and Europe make clear that it is difficult to generate robust economic growth with little to no population growth.

Finally, there are three open seats on the Federal Reserve Open Market Committee today and the current terms of Chairperson Janet Yellen and Vice Chair Stan Fischer expire in February and June of 2018, respectively. (The terms of Yellen and Fischer as Fed governors continue beyond those dates.) This means Trump could get to appoint three people to the Fed along with new leadership in the next year. If Trump and a newly reconstituted Fed are more hawkish than investors currently expect, then the new administration could ultimately shift the tide away from the current “easy money forever” policies of central banks around the world. The Fed raised rates by 25 bps in December, its second rate hike in 10 years. It then raised rates by 25 bps again in March, its second rate hike in three months. The Fed expects to raise rates twice more in 2017, and then start to normalize its balance sheet later this year, which is effectively additional monetary policy tightening. Moreover, the European Central Bank, the Bank of England, the Bank of Japan and other central banks will ultimately need to taper off negative rates and/or QE just as the Fed did, but the path to rate normalization may not be as smooth. We believe that Trump’s victory or the upcoming national elections in Germany or Italy could ultimately end up being catalysts that accelerate this move toward tighter monetary policy globally. We have constructed the portfolio with an eye toward delivering low volatility, effective diversification, strong downside risk mitigation and high risk-adjusted returns in a variety of market conditions.

10       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

In our view, the U.S. equity market moved meaningfully ahead of earnings growth in 2015-2016, and valuations climbed to the point where U.S. equities were no longer inexpensive. In addition, late cycle warning signs started to flash yellow in 2016. Default rates on both prime and subprime auto loans, senior bank loans, high yield bonds and consumer debt started to tick up. Profit margins for the S&P 500 had peaked and were starting to decline. But the outlook changed when Trump won the election. Although underlying earnings were weak, a reduction in the corporate tax rate could boost those earnings significantly. The timing of any potential tax cut or other stimulus is uncertain, and may not occur until 2018 or later, if at all. The question for investors is whether earnings growth will meaningfully accelerate as the Trump administration’s policies are formulated and eventually implemented. Today that is an unknown.

We also recognize that Trump’s victory has caused a meaningful change in the outlook for fixed income. Treasury rates had been range bound for some time, with yields oscillating between 1.25% to 3.0%. In the longer run, however, we did not believe rates this low were sustainable. Trump’s election victory sent rates sharply higher as the 10-year yield jumped from 1.83% on November 7 to 2.28% by the end of the reporting period. The bond market has discounted some combination of fiscal stimulus, tax cuts, reduced regulation, faster economic growth and higher inflation, all of which implies additional rate hikes by the Fed. Against this

backdrop, the dollar climbed, equities and other risk assets rallied sharply, and bonds (especially those with longer duration) came under pressure, especially during the fourth quarter of 2016. As indicated above, we have become more bearish on fixed income after the election.

We believe the U.S. economy still has attractive growth potential in certain areas, and we are waiting to see what new pro-growth policies the Trump administration can actually implement. We recognize that there are pockets of innovation in different industries including pharmaceuticals, consumer discretionary and technology. 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. (Since the S&P 500 bottomed in March 2009, it has climbed by more than 250% in the last eight years while S&P earnings have grown by just 80%.) In fact, the only time in the last four decades when the S&P 500 Index has traded at a higher price-earnings multiple on next 12 months’ consensus earnings was during the Tech Bubble in 1997-2000.

Accordingly, we continue to pick our spots, selecting securities that we believe offer attractive risk-adjusted returns. We remain focused, as always, on controlling volatility and mitigating downside risk. We expect to be in a muted return and cross-current heavy world for a while. We believe that the ability

11       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

to generate attractive returns efficiently and without taking on undue risk, controlling volatility and limiting drawdowns will be of greater value to investors in a muted return world, and that is where our investment team’s efforts are focused.

Michelle Borré, CFA Portfolio Manager

12       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Portfolio Positioning

LONG/SHORT CREDIT

	Long	Short	Net
Corporate Bonds & Hybrid Securities	10.5%	0.0%	10.5%
Asset Backed Securities	9.9	0.0	9.9
Bank Loans	8.8	0.0	8.8
Duration Hedges (Bond Futures)	0.0	-1.6	-1.6
Credit Default Swaps	4.4	-7.5	-3.1
LONG/SHORT EQUITY
	Long	Short	Net
Common Stocks	58.8%	-26.1%	32.7%
Equity Like (Private Securities, Swaps)	0.0	-1.4	-1.4
FX Hedges for Equities	-0.9	2.4	1.5
LONG/SHORT MACRO
	Long	Short	Net
Commodities	3.0%	0.0%	3.0%
Currencies	1.5	-8.2	-6.7
Rates	0.0	-3.0	-3.0
Sovereign Debt	4.6	-8.1	-3.5
CASH
	Long	Short	Net
Collateral Cash	24.0%	0.0%	24.0%
Cash Net of Collateral Cash	7.6	0.0	7.6
TOTAL PORTFOLIO
	Long	Short	Net
Long/Short Credit	33.6%	-9.1%	24.5%
Long/Short Equity	57.9	-25.1	32.8
Long/Short Macro	9.1	-19.3	-10.2

Portfolio holdings are subject to change, and are dollar weighted based on total net assets. Percentages are as of April 30, 2017. 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 FUNDAMENTAL ALTERNATIVES FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/17

	Inception Date	6-Month	1-Year	5-Year	10-Year
Class A (QVOPX)	1/3/89	1.64%	3.85%	3.90%	2.15%
Class B (QOPBX)	9/1/93	1.25	3.07	3.07	1.63
Class C (QOPCX)	9/1/93	1.25	3.07	3.12	1.38
Class I (QOPIX)	2/28/13	1.85	4.31	4.32*	N/A
Class R (QOPNX)	3/1/01	1.55	3.60	3.62	1.85
Class Y (QOPYX)	12/16/96	1.76	4.11	4.15	2.42

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/17

	Inception Date	6-Month	1-Year	5-Year	10-Year
Class A (QVOPX)	1/3/89	-4.20%	-2.12%	2.68%	1.55%
Class B (QOPBX)	9/1/93	-3.75	-1.93	2.72	1.63
Class C (QOPCX)	9/1/93	0.25	2.07	3.12	1.38
Class I (QOPIX)	2/28/13	1.85	4.31	4.32*	N/A
Class R (QOPNX)	3/1/01	1.55	3.60	3.62	1.85
Class Y (QOPYX)	12/16/96	1.76	4.11	4.15	2.42

* 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. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). 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. There is no sales charge for Class I, Class R 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. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to the performance of the HFRX Global Hedge Fund Index. The HFRX Global Hedge Fund Index is designed to be representative of the overall composition of the hedge fund universe. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for

14       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

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 Morningstar Multialternative Funds Category Average is the average return of the mutual funds within the investment category as defined by Morningstar. Returns include the reinvestment of distributions but do not consider sales charges. The Morningstar Multialternative Category Average performance is shown for illustrative purposes only and does not predict or depict the performance of the Fund.

Morningstar ranking is for Class A shares and ranking may include more than one share class of funds in the category, including other share classes of this Fund. Ranking is based on total return as of 4/30/17, without considering sales charges. Different share classes may have different expenses and performance characteristics. Fund rankings are subject to change monthly. The Fund’s total-return percentile rank is relative to all funds that are in the Multialternative Funds Category. The highest (or most favorable) percentile rank is 1 and the lowest (or least favorable) percentile rank is 100. The top-performing fund in a category will always receive a rank of 1.

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.

15       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended April 30, 2017.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended April 30, 2017” 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.

16       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Actual	Beginning Account Value November 1, 2016	Ending Account Value April 30, 2017	Expenses Paid During 6 Months Ended             April 30, 2017
Class A	$    1,000.00	$    1,016.40	$           8.84
Class B	1,000.00	1,012.50	12.96
Class C	1,000.00	1,012.50	12.65
Class I	1,000.00	1,018.50	6.63
Class R	1,000.00	1,015.50	10.09
Class Y	1,000.00	1,017.60	7.63
Hypothetical (5% return before expenses)
Class A	1,000.00	1,016.07	8.84
Class B	1,000.00	1,012.00	12.95
Class C	1,000.00	1,012.30	12.65
Class I	1,000.00	1,018.25	6.63
Class R	1,000.00	1,014.83	10.09
Class Y	1,000.00	1,017.26	7.63

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2017 are as follows:

Class	Expense Ratios
Class A	1.76%
Class B	2.58
Class C	2.52
Class I	1.32
Class R	2.01
Class Y	1.52

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 “Consolidated 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.

17       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS April 30, 2017 Unaudited

	Shares		Value
Common Stocks—58.9%
Consumer Discretionary—1.8%
Hotels, Restaurants & Leisure—0.6%
Brinker International, Inc.		163,816	$	7,239,029
Household Durables—0.0%
Everyware Global, Inc.1		8,735		65,513
Media—1.2%
DISH Network Corp., Cl. A1,2		178,065		11,474,508
Live Nation Entertainment, Inc.1		132,430		4,258,949
				15,733,457
Consumer Staples—3.7%
Beverages—0.8%
Coca-Cola Co. (The)		249,670		10,773,260
Tobacco—2.9%
Altria Group, Inc.2		291,781		20,944,040
Philip Morris International, Inc.		147,910		16,394,345
				37,338,385
Energy—5.1%
Energy Equipment & Services—0.7%
Halliburton Co.		69,462		3,186,916
Schlumberger Ltd.		84,640		6,144,018
				9,330,934
Oil, Gas & Consumable Fuels—4.4%
Arch Coal, Inc., Cl. A1		436		30,625
Canadian Natural Resources Ltd.		133,867		4,263,974
Chevron Corp.		97,841		10,439,635
ConocoPhillips		214,564		10,279,761
EOG Resources, Inc.		77,513		7,169,952
Newfield Exploration Co.1		129,963		4,499,319
Noble Energy, Inc.2		216,091		6,986,222
Occidental Petroleum Corp.		162,072		9,973,911
Sabine Oil1		113		3,842
Templar Energy, Cl. A1		9,620		76,357
Valero Energy Corp.		64,456		4,164,502
				57,888,100
Financials—9.7%
Capital Markets—0.6%
Aretec Group, Inc.1		3,448		48,272
Goldman Sachs Group, Inc. (The)		36,180		8,097,084
				8,145,356
Commercial Banks—3.0%
JPMorgan Chase & Co.		65,100		5,663,700

18       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Shares		Value
Commercial Banks (Continued)
M&T Bank Corp.		168,160	$	26,133,746
PNC Financial Services Group, Inc. (The)		32,000		3,832,000
Wells Fargo & Co.		68,160		3,669,734
				39,299,180
Insurance—3.8%
Allstate Corp. (The)		263,510		21,420,728
Chubb Ltd.		199,670		27,404,707
				48,825,435
Real Estate Investment Trusts (REITs)—2.3%
American Assets Trust, Inc.		125,698		5,383,645
Blackstone Mortgage Trust, Inc., Cl. A2		401,180		12,388,439
Macerich Co. (The)		97,290		6,073,815
Starwood Property Trust, Inc.2		266,400		6,044,616
				29,890,515
Health Care—9.7%
Biotechnology—0.7%
Shire plc, ADR		55,790		9,872,599
Health Care Equipment & Supplies—1.0%
Medtronic plc		151,118		12,556,395
New Millennium Holdco, Inc.1		7,733		77
				12,556,472
Health Care Providers & Services—4.2%
Cigna Corp.		71,180		11,130,417
Express Scripts Holding Co.1		116,810		7,165,125
HCA Holdings, Inc.1		115,730		9,745,623
Millennium Corporate Claim Litigation Trust1		441		4
Millennium Lender Claim Litigation Trust1		882		9
UnitedHealth Group, Inc.		155,620		27,214,826
				55,256,004
Pharmaceuticals—3.8%
Allergan plc		63,680		15,529,005
Bristol-Myers Squibb Co.		63,780		3,574,869
Merck & Co., Inc.2		161,240		10,050,089
Novartis AG, Sponsored ADR		125,630		9,677,279
Roche Holding AG		39,499		10,330,972
				49,162,214
Industrials—11.6%
Aerospace & Defense—4.0%
L3 Technologies, Inc.		71,210		12,231,742
Lockheed Martin Corp.2		68,950		18,578,577
Northrop Grumman Corp.		51,950		12,777,622

19       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Aerospace & Defense (Continued)
Raytheon Co.		59,310	$	9,205,505
				52,793,446
Airlines—0.4%
United Continental Holdings, Inc.1		69,866		4,905,292
Commercial Services & Supplies—3.4%
Johnson Controls International plc		414,451		17,228,728
Republic Services, Inc., Cl. A2		422,050		26,584,930
				43,813,658
Construction & Engineering—0.4%
Granite Construction, Inc.		104,350		5,500,288
Industrial Conglomerates—3.1%
General Electric Co.		682,670		19,790,603
Honeywell International, Inc.2		156,200		20,484,068
				40,274,671
Road & Rail—0.3%
Union Pacific Corp.		38,710		4,333,972
Information Technology—8.3%
Communications Equipment—1.1%
Cisco Systems, Inc.		427,150		14,553,000
Internet Software & Services—2.9%
Alphabet, Inc., Cl. A1,2		41,150		38,043,998
Semiconductors & Semiconductor Equipment—2.2%
QUALCOMM, Inc.2		104,430		5,612,068
Xilinx, Inc.2		360,170		22,730,329
				28,342,397
Technology Hardware, Storage & Peripherals—2.1%
Apple, Inc.2		191,986		27,578,789
Materials—3.6%
Chemicals—1.4%
Celanese Corp., Cl. A		155,670		13,549,517
Methanex Corp.		108,399		4,975,514
				18,525,031
Containers & Packaging—2.2%
Packaging Corp. of America		130,620		12,902,643
Sonoco Products Co.		301,270		15,759,434
				28,662,077

20       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Shares		Value
Telecommunication Services—2.5%
Diversified Telecommunication Services—2.5%
AT&T, Inc.2		273,480	$	10,838,012
BCE, Inc.		267,420		12,186,329
Verizon Communications, Inc.		210,150		9,647,987
				32,672,328
Utilities—2.9%
Electric Utilities—2.4%
Edison International		251,900		20,144,443
PG&E Corp.		158,330		10,616,027
				30,760,470
Multi-Utilities—0.5%
CMS Energy Corp.		149,850		6,803,190
Total Common Stocks (Cost $623,386,494)				768,939,060
Preferred Stocks—1.0%
M&T Bank Corp., 6.375% Cum., Series A, Non-Vtg.2		5,167		5,270,340
M&T Bank Corp., 6.375% Cum., Series C, Non-Vtg.		7,500		7,650,000
Total Preferred Stocks (Cost $12,684,599)				12,920,340
	Units
Rights, Warrants and Certificates—0.0%
Sabine Oil Tranche 1 Wts., Strike Price $4.49, Exp. 8/11/261		361		1,985
Sabine Oil Tranche 2 Wts., Strike Price $2.72, Exp. 8/11/261		64		288
Total Rights, Warrants and Certificates (Cost $48,285)				2,273
	Principal Amount
Asset-Backed Securities—5.5%
Airspeed Ltd.:
Series 2007-1A, Cl. G1, 1.264%, 6/15/323,4	$	5,094,781		4,235,995
Series 2007-1A, Cl. G2, 1.274%, 6/15/324,5		5,858,998		4,810,899
GSAMP Trust:
Series 2005-HE4, Cl. M3, 1.511%, 7/25/454		3,300,000		2,864,756
Series 2005-HE5, Cl. M3, 1.451%, 11/25/354		8,121,777		7,444,730
Series 2007-HS1, Cl. M4, 3.241%, 2/25/474		6,600,000		6,663,702
JP Morgan Mortgage Acquisition Corp., Series 2005-OPT2, Cl. M2, 1.441%, 12/25/354		1,836,000		1,769,107
New Century Home Equity Loan Trust, Series 2005-2, Cl. M3, 1.726%, 6/25/354		5,500,000		4,943,061
Park Place Securities, Inc., Series 2005-WCW3, Cl. M1, 1.471%, 8/25/354		4,732,866		4,643,362
RASC Series Trust:
Series 2005-KS8, Cl. M5, 1.631%, 8/25/354		2,993,634		2,727,009
Series 2006-KS2, Cl. M2, 1.381%, 3/25/364		14,625,000		12,718,852
Raspro Trust, Series 2005-1A, Cl. G, 1.552%, 3/23/243,4		14,652,695		13,938,376
Saxon Asset Securities Trust, Series 2007-3, Cl. 2A4, 1.481%, 9/25/474		7,595,000		4,723,759
Total Asset-Backed Securities (Cost $66,302,458)				71,483,608

21       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Mortgage-Backed Obligations—4.4%
Ameriquest Mortgage Securities, Inc., Series 2004-R2, Cl. M1, 1.636%, 4/25/344	$	3,558,338	$	3,150,442
Asset-Backed Funding Certificates Trust, Series 2005-HE2, Cl. M3, 1.771%, 6/25/354		4,000,000		3,836,561
Bear Stearns Asset Backed Securities I Trust, Series 2004-HE9, Cl. M2, 2.791%, 11/25/344		2,967,342		2,876,411
Citigroup Mortgage Loan Trust, Inc., Series 2004-OPT1, Cl. M3, 1.936%, 10/25/344		1,250,000		1,220,572
First NLC Trust, Series 2005-4, Cl. A4, 1.381%, 2/25/364		11,003,000		10,413,335
Home Equity Asset Trust, Series 2005-5, Cl. M2, 1.756%, 11/25/354		1,856,092		1,816,360
Home Equity Mortgage Loan Asset-Backed Trust, Series 2005-B, Cl. M3, 1.481%, 8/25/354		1,298,061		1,262,809
MASTR Adjustable Rate Mortgages Trust, Series 2004-13, Cl. 2A2, 3.111%, 4/21/344		337,640		343,214
RAMP Trust:
Series 2005-RS2, Cl. M4, 1.711%, 2/25/354		4,469,000		4,141,383
Series 2005-RS6, Cl. M2, 1.756%, 6/25/354		542,666		537,615
Series 2006-EFC1, Cl. M2, 1.391%, 2/25/364		5,490,000		5,225,222
Series 2006-NC3, Cl. A3, 1.261%, 3/25/364		16,698,000		15,210,771
Structured Asset Securities Corp. Mortgage Loan Trust, Series 2007-GEL2, Cl. A2, 1.311%, 5/25/373,4		7,505,107		7,300,053
Total Mortgage-Backed Obligations (Cost $44,603,752)				57,334,748
Non-Convertible Corporate Bonds and Notes—11.8%
Consumer Discretionary—0.3%
Automobiles—0.3%
American Honda Finance Corp., 1.50% Sr. Unsec. Nts., 11/19/18		2,000,000		1,996,376
Daimler Finance North America LLC, 1.875% Sr. Unsec. Nts., 1/11/183		1,500,000		1,501,555
				3,497,931
Media—0.0%
Altice US Finance I Corp., 5.50% Sr. Sec. Nts., 5/15/263		223,000		231,084
Consumer Staples—0.2%
Beverages—0.2%
PepsiCo, Inc., 1.35% Sr. Unsec. Nts., 10/4/19		2,000,000		1,987,916
Energy—2.3%
Oil, Gas & Consumable Fuels—2.3%
Lukoil International Finance BV, 6.125% Sr. Unsec. Nts., 11/9/203		25,415,000		28,010,430
TransCanada PipeLines Ltd., 1.625% Sr. Unsec. Nts., 11/9/17		1,310,000		1,309,898
				29,320,328
Financials—8.1%
Capital Markets—1.3%
Goldman Sachs Capital II, 4% Jr. Sub. Perpetual Bonds4,6		54,000		46,035
Goldman Sachs Group, Inc. (The):
6.15% Sr. Unsec. Nts., 4/1/18		2,000,000		2,079,682

22       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Capital Markets (Continued)
Goldman Sachs Group, Inc. (The): (Continued)
5.70% Jr. Sub. Perpetual Bonds, Series L4,6	$	13,700,000	$	14,162,375
Morgan Stanley, 6.625% Sr. Unsec. Nts., 4/1/18		1,350,000		1,409,708
				17,697,800
Commercial Banks—6.8%
Bank of America Corp.:
2.00% Sr. Unsec. Nts., 1/11/18		2,000,000		2,005,430
8.00% Jr. Sub. Perpetual Bonds, Series K4,6		14,609,000		15,175,099
Bank of Montreal:
1.72% Sr. Unsec. Nts., 12/12/194		800,000		805,357
2.10% Sr. Unsec. Nts., 12/12/19		1,200,000		1,206,428
Bank of Nova Scotia (The), 1.65% Sr. Unsec. Nts., 6/14/19		2,000,000		1,991,730
Citigroup, Inc.:
1.55% Sr. Unsec. Nts., 8/14/17		2,000,000		2,001,006
5.875% Jr. Sub. Perpetual Bonds4,6		14,823,000		15,474,471
Commonwealth Bank of Australia, 1.375% Sr. Unsec. Nts., 9/6/183		2,000,000		1,989,416
JPMorgan Chase & Co.:
6.00% Sr. Unsec. Nts., 1/15/18		3,000,000		3,092,484
7.90% Jr. Sub. Perpetual Bonds, Series 14,6		15,324,000		16,032,735
Nordea Bank AB, 1.625% Sr. Unsec. Nts., 9/30/193		1,000,000		988,620
Royal Bank of Canada, 1.625% Sr. Unsec. Nts., 4/15/19		2,000,000		1,991,588
Skandinaviska Enskilda Banken AB, 1.69% Sr. Unsec. Nts., 9/13/193,4		1,300,000		1,304,595
Societe Generale SA:
2.228% Sr. Unsec. Nts., 10/1/184		1,000,000		1,007,841
2.625% Sr. Unsec. Nts., 10/1/18		1,000,000		1,009,496
Sumitomo Mitsui Banking Corp., 1.966% Sr. Unsec. Nts., 1/11/19		750,000		750,281
SunTrust Banks, Inc., 6% Sr. Unsec. Nts., 9/11/17		2,250,000		2,284,587
Svenska Handelsbanken AB, 1.50% Sr. Unsec. Nts., 9/6/19		1,500,000		1,483,826
Toronto-Dominion Bank (The), 1.578% Sr. Unsec. Nts., 1/18/194		1,200,000		1,204,279
Wells Fargo & Co.:
5.625% Sr. Unsec. Nts., 12/11/17		1,000,000		1,025,033
7.98% Jr. Sub. Perpetual Bonds, Series K4,6		14,821,000		15,524,998
				88,349,300
Information Technology—0.1%
Technology Hardware, Storage & Peripherals—0.1%
Apple, Inc., 1.90% Sr. Unsec. Nts., 2/7/20		1,000,000		1,005,847
Materials—0.5%
Containers & Packaging—0.0%
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/Reynolds Group Issuer Luxembourg, 4.658% Sr. Sec. Nts., 7/15/213,4		75,000		76,875
Metals & Mining—0.5%
Freeport-McMoRan, Inc., 2.375% Sr. Unsec. Nts., 3/15/18		6,550,000		6,541,813

23       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Telecommunication Services—0.0%
Diversified Telecommunication Services—0.0%
Verizon Communications, Inc., 1.375% Sr. Unsec. Nts., 8/15/19	$	400,000	$	394,994
Utilities—0.3%
Electric Utilities—0.1%
NextEra Energy Capital Holdings, Inc., 1.586% Sr. Unsec. Nts., 6/1/17		1,204,000		1,203,459
Independent Power and Renewable Electricity Producers—0.2%
Energy Future Intermediate Holding Co. LLC/EFIH Finance, Inc., 12.25% Sec. Nts., 3/1/223,7		2,507,227		3,209,250
Total Non-Convertible Corporate Bonds and Notes (Cost $148,276,321)				153,516,597
Convertible Corporate Bond and Note—0.5%
Clearwire Communications LLC/Clearwire Finance, Inc., 8.25% Cv. Sr. Unsec. Nts., 12/1/40 (Cost $6,733,989)3		6,550,000		6,769,425
Corporate Loans—8.8%
21st Century Oncology, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.275%, 4/30/224,8		64,737		58,911
4L Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%-7.50%, 5/8/204		146,527		141,948
Abacus Innovations Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.25%, 8/16/234		289,275		292,529
Access CIG LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.057%, 10/18/214		122,440		123,205
Affinion Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 4/30/184		472,739		472,697
AFGlobal Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 12/19/194,7		59,807		38,576
Air Canada, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.90%, 10/6/234		95,000		95,752
Air Medical Group Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 4/28/224		93,094		92,919
Akorn, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 4/16/214		182,206		184,707
Albertsons LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan: Tranche B4, 3.993%, 8/25/214		320,245		321,697
Tranche B6, 4.302%, 6/22/234		260,806		262,253
Alliance Healthcare Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%-4.405%, 6/3/194		221,327		221,466
Alliant Holdings Intermediate LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.417%, 8/12/224		106,551		107,198
Allied Universal Holdco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.79%, 7/28/224		314,735		316,308
Almonde, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.658%, 4/27/244,8		390,000		393,171
Altice Financing SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.908%, 7/28/254,8		230,000		230,096

24       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
Altice US Finance I Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.161%, 1/15/254	$	64,838	$	64,854
Amaya Holdings BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 8/1/214		204,480		205,023
AMC Entertainment Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.406%, 12/15/224,8		30,000		30,244
American Airlines, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 3.49%, 10/10/214		98,990		99,305
Tranche B, 3.493%, 4/28/234		123,750		124,171
Tranche B, 3.494%, 12/14/234		260,000		260,650
American Axle & Manufacturing, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.24%, 4/6/244		240,000		239,310
American Builders & Contractors Supply Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 10/31/234		90,000		90,684
American Casino & Entertainment Properties, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 7/7/224		62,657		63,205
American Energy-Marcellus LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.284%, 8/4/204		239,526		169,465
AMF Bowling Centers, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 9/19/234		220,239		221,294
Apex Tool Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 1/31/204		57,413		56,552
Applied Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.397%, 1/25/214		227,543		229,368
Aptean, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.04%, 12/20/224		165,000		167,750
Arctic LNG Carriers Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.408%, 4/20/234,8		170,000		169,788
Ardent Legacy Acquisitions, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.647%, 8/4/214		103,351		103,932
Aretec Group, Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 8.00%, 11/23/204		127,627		128,903
Aretec Group, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.27%, 5/23/214,9		476,543		455,098
Aricent Technologies, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 4/14/214		202,944		203,515
Ascena Retail Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 8/21/224		257,532		233,388
ASP AMC Merger Sub, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.65%, 4/12/244,8		299,949		300,012
Asurion LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B2, 4.243%, 7/8/204,8		48,985	��	49,414
Tranche B4, 4.25%, 8/4/224		716,507		722,328
Tranche B5, 4.75%, 11/3/234		163,297		164,241
Avantor Performance Materials Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 3/11/244		91,366		92,565
Avaya, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B7, 6.417%, 5/29/204,7,8		1,182,323		990,195
Avaya, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Debtor in Possession, 8.50%, 1/24/184		215,000		221,249

25       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
Avolon TLB Borrower 1 US LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 3/21/224	$	960,000	$	971,657
AVSC Holding Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.658%, 4/21/244,8		235,000		235,000
Bass Pro Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan: Tranche B, 4.239%, 6/5/204		406,707		406,195
Tranche B, 6.147%, 12/15/234		490,000		478,210
Berry Plastics Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche I, 3.493%-3.524%, 10/1/224		422,876		426,195
Birch Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.40%, 7/17/204		372,940		302,081
BJ’s Wholesale Club, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 2/3/244		83,738		83,476
Blackboard, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B4, 6.158%, 6/30/214		321,634		322,920
Blucora, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.90%, 4/19/244,8		110,000		110,550
BMC Foreign Holding Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.156%, 9/10/204		39,497		39,793
BMC Software Finance, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 9/10/224		368,298		370,670
Boyd Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.397%, 4/15/224		152,571		152,380
Boyd Gaming Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.445%, 9/15/234		169,575		170,589
Burlington Coat Factory Warehouse Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 3.75%, 8/13/214		130,000		130,569
BWAY Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.233%, 4/3/244		235,000		234,287
Caesars Entertainment Operating Co., Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B5, 1.50%, 3/1/184,10		53,125		60,695
Caesars Entertainment Operating Co., Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, Tranche B, 3.553%, 4/3/244,8		390,000		387,887
Caesars Entertainment Operating Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B4, 1.50%, 12/31/174,10		61,938		77,887
Tranche B6, 1.50%, 3/1/184,10		176,047		205,975
Tranche B7, 1.50%, 1/28/184,10		144,168		176,750
Caesars Entertainment Resort Properties LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 10/11/204		780,137		783,388
Caesars Growth Properties Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 5/8/214		726,478		731,473
California Resources Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 11.375%, 12/31/214		115,000		126,212
Calpine Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B5, 3.90%, 1/15/244		311,477		312,938
Tranche B7, 3.90%, 5/31/234		34,825		34,999
Camelot Finance LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 10/3/234		203,975		205,122
Capital Automotive LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 3/25/244		85,000		85,815

26       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
CareCore National LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 3/5/214	$	73,463	$	74,014
Carestream Health, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.147%, 6/7/194		121,293		120,573
Casmar Australia Pty Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%-5.677%, 12/8/234		124,688		126,870
Cavium, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.238%, 8/16/224		131,196		132,262
CBS Radio, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.803%, 3/2/244,8		105,000		105,853
CEC Entertainment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 2/12/214		274,078		272,757
Cedar Fair LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.242%, 4/5/244		30,000		30,253
CeramTec Acquisition Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.804%, 8/30/204		17,737		17,925
CeramTec Service GmbH, Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B1, 3.804%, 8/30/204		151,882		153,496
Tranche B3, 3.804%, 8/30/204		45,861		46,348
Ceridian HCM Holdings, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%-4.647%, 9/15/204		217,233		216,917
CEVA Group plc, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.672%, 3/19/214		67,921		59,821
CEVA Group plc, Sr. Sec. Credit Facilities Letter of Credit 1st Lien Term Loan, 6.50%-6.672%, 3/19/214		136,541		120,259
Change Healthcare Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 3/1/244		720,000		722,893
Charter Communications Operating LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche H, 3.00%, 1/15/224		89,548		90,002
Tranche I, 3.25%, 1/15/244		569,250		572,808
Checkout Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 4/9/214		505,834		465,367
Chesapeake Energy Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.553%, 8/23/214		175,000		189,365
CHS/Community Health Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche G, 3.75%, 12/31/194		137,622		137,265
Tranche H, 4.00%, 1/27/214		437,998		435,717
Cincinnati Bell, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 9/10/204		261,498		263,813
CityCenter Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.494%, 4/18/244		140,000		140,385
Clear Channel Communications, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche D, 7.743%, 1/30/194		2,681,691		2,302,902
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche E, 8.493%, 7/30/194		57,055		48,996
Colorado Buyer, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.064%, 3/14/244,8		209,000		210,775
Commercial Barge Line Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 9.75%, 11/12/204,8		322,009		293,834

27       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
Compass Group Diversified Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.897%, 6/4/214	$	138,950	$	140,513
Compuware Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 5.25%, 12/15/214		238,955		240,150
Consolidated Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 4.00%, 10/5/234		134,325		135,467
Tranche B2, 4.00%, 10/5/234,8		215,000		216,827
Consolidated Container Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 7/3/194		109,100		109,168
Continental Building Products Operating Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.647%, 8/18/234		238,368		240,304
Cooper-Standard Automotive, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.406%, 11/2/234,8		101,000		101,394
Corner Investment Propco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 11.00%, 11/2/194		268,742		273,445
Coty, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.483%, 10/27/224		69,650		70,085
CPG International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.897%, 9/30/204		121,983		123,013
CPI Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.834%, 8/17/224		103,939		97,832
Crossmark Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.647%, 12/20/194		208,883		157,707
CSC Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 7/15/254		74,813		74,865
CSM Bakery Supplies, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.15%, 7/3/204		73,464		68,750
CWGS Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.736%-4.743%, 11/8/234		159,866		161,185
Cypress Semiconductor Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.74%, 7/5/214		246,795		249,726
Dayco Products LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.304%, 12/12/194		241,207		242,112
Dayton Power & Light Co. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 8/24/224		199,500		201,453
Dell International LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.50%, 9/7/234		805,955		810,281
Delos Finance Sarl, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.397%, 10/6/234		7,780,000		7,861,044
Delta 2 Lux Sarl, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.568%, 2/1/244		434,814		435,901
Deluxe Entertainment Services, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.672%, 2/28/204,8		505,237		505,553
DigitalGlobe, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 1/15/244		194,513		195,566
DJO Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 6/8/204		386,104		377,819
Dole Food Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%-4.15%, 4/6/244		340,000		341,761

28       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
Doncasters US Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 4/9/204	$	150,103	$	147,226
Doosan Bobcat, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 5/28/214		139,549		141,380
Drillships Financing Holding, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 6.063%, 3/31/214,7,8		368,944		279,629
Drillships Ocean Ventures, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.563%, 7/25/214,7,8		194,362		181,182
Dynacast International LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.397%, 1/28/224,8		76		77
Dynegy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche C, 4.25%, 2/7/244		235,000		235,221
Eastern Power LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 10/2/234		496,519		500,243
EFS Cogen Holdings I LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.65%, 6/28/234		120,387		121,441
Eldorado Resorts, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 4.25%, 7/25/224		220,171		220,447
Tranche B, 3.197%, 4/17/244		285,000		285,356
Emerald Performance Materials LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 7/30/214		188,934		190,540
Energy Transfer Equity LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.733%, 2/2/244		60,000		60,171
Engility Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B1, 4.243%, 8/12/204		80,750		81,265
Tranche B2, 4.75%, 8/14/234		207,699		209,083
Epicor Software Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 6/1/224		178,571		178,795
ESH Hospitality, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.493%, 8/30/234		69,825		70,230
ExGen Texas Power LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.897%, 9/18/214		311,336		169,678
Exopack/Coveris Holdings SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 5/8/194		107,556		108,027
FairPoint Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 2/14/194		626,008		629,920
Federal-Mogul Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche C, 4.75%, 4/15/214		1,064,075		1,064,186
Ferro Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.536%, 2/14/244		85,000		85,744
Fieldwood Energy LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.00%, 8/31/204		48,000		47,160
First Advantage, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.397%, 6/30/224,8		197,904		175,145
First American Payment Systems LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 1/5/244		110,208		110,484
First Data Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 3.491%, 3/24/214		345,660		346,555
Tranche B, 3.988%, 7/8/224		139,943		140,847
Tranche B, 3.491%, 4/20/244,8		55,000		55,095

29       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
Floatel International Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.147%, 6/27/204	$	68,642	$	57,316
Fly Funding II Sarl, Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 3.29%, 2/9/224		58,261		58,370
Tranche B, 3.408%, 2/9/234,8		82,000		82,218
Four Seasons Hotels Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.147%, 11/30/234		79,800		80,826
FPC Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 11/19/194,8		185,548		177,199
Garda World Security Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 11/6/204		494,904		496,038
Gates Global LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.408%, 4/1/244,8		282,942		284,777
Gateway Casinos & Entertainment Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.80%, 2/22/234		65,000		65,955
Generac Power Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.898%, 5/31/234		134,000		135,089
Genesys Telecommunications Laboratories, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.158%, 12/1/234		139,659		141,347
Genoa a QoL Healthcare Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.897%, 10/30/234		84,575		85,125
Getty Images, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 10/18/194		146,714		130,270
Global Tel*Link Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 5/23/204		467,339		467,339
Go Daddy Operating Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.493%, 2/15/244,8		252,413		253,549
Golden Nugget, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 11/21/194		510,223		518,195
Gray Television, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.483%, 2/7/244		30,000		30,307
Gulf Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 8/25/234		238,800		239,098
Gymboree Corp. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 2/23/184,7		880,109		407,783
Harbor Freight Tools USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.243%, 8/18/234		248,691		248,622
Harland Clarke Holdings Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan: Tranche B5, 7.147%, 12/31/214		187,120		188,679
Tranche B6, 6.647%, 2/9/224		267,708		268,612
Harsco Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 11/2/234		99,750		101,932
HCA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B8, 3.243%, 2/15/244		115,000		116,232
HD Supply, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B1, 3.897%, 8/13/214		240,201		242,078
Tranche B2, 3.897%, 10/17/234		179,100		180,499
Hearthside Group Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 6/2/214		58,849		59,327

30       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
Helix Gen Funding LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.803%, 3/8/244,8	$	180,000	$	182,295
HGIM Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%-5.637%, 6/18/204,8		203,943		131,883
Hillman Group, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.65%, 6/30/214		182,990		184,477
HLF Financing Sarl, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.493%, 2/15/234		200,000		199,833
Hostess Brands LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.00%, 8/3/224		267,583		270,326
HUB International Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 10/2/204		558,816		563,109
Huntsman International LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.993%, 4/1/234		289,545		293,164
Hyperion Insurance Group Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 4/29/224		260,771		262,336
IG Investments Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.147%, 10/31/214		568,862		573,840
Ineos Styrolution US Holding LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.902%, 3/29/244		159,600		160,199
Ineos US Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan: Tranche B, 3.743%, 3/31/224		123,235		124,236
Tranche B, 3.743%, 4/1/244		99,750		100,483
Infor US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.897%, 2/1/224		283,202		283,227
Informatica Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 8/5/224		275,751		275,209
Inmar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 1/27/214		154,394		154,418
Installed Building Products, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 3/30/244		40,000		40,225
Intelsat Jackson Holdings SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.887%, 6/30/194		240,000		237,550
InterGen NV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.65%, 6/12/204		295,492		295,308
Internap Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.00%, 3/29/224		115,000		116,725
International Equipment Solutions LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.25%, 8/16/194		85,394		81,552
ION Media Networks, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 12/18/204		847,109		856,638
iPayment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.402%, 4/5/234,8		145,000		145,906
IPC Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.672%, 8/6/214		516,381		487,334
IPC Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.672%, 2/4/224		161,028		138,082
IQOR US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.148%, 4/1/214		314,742		311,594

31       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
IQOR US, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.898%, 4/1/224	$	84,964	$	77,317
iStar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 7/1/204		302,633		307,172
Ivanti Software, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 1/20/244		130,000		130,880
Jacobs Douwe Egberts International BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.406%, 7/2/224,8		85,000		85,425
JC Penney Corp., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.304%, 6/23/234		343,438		343,113
Kenan Advantage Group, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B1, 4.00%, 7/29/224		209,174		209,540
Tranche B2, 4.00%, 7/29/224		61,475		61,582
Key Safety Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.68%, 8/29/214		279,714		282,628
KFC Holding Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2.994%, 6/16/234		245,009		246,642
KIK Custom Products, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.653%, 8/26/224		69,129		69,976
Kindred Healthcare, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.688%, 4/9/214		461,921		463,148
Kinetic Concepts, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.397%, 2/2/244		330,000		330,997
Kloeckner Pentaplast of America, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.397%, 4/28/204		434,864		439,159
Koosharem LLC, Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 7.647%, 5/15/204		166,203		154,569
KUEHG Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.655%, 8/13/224,8		235,000		236,763
La Quinta Intermediate Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.908%, 4/14/214		232,316		234,418
Landry’s, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.733%, 10/4/234		309,761		310,701
Landry’s, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.039%, 10/4/234,8		120,000		120,365
Laureate Education, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.408%, 4/20/244,8		320,000		320,400
Legendary Pictures, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.147%, 4/22/204		465,000		465,581
Leslie’s Poolmart, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.774%, 8/16/234		94,525		95,067
Level 3 Financing, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.241%, 2/22/244		240,000		241,080
Liberty Cablevision of Puerto Rico LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.658%, 1/7/224,8		305,000		305,381
LifeCare Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, Tranche A, 6.50%, 11/30/184		141,409		121,612
Limetree Bay Terminals LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.04%, 2/15/244		205,000		208,075

32       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
Lions Gate Entertainment Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.982%, 12/8/234	$	376,000	$	378,583
Livingston International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 5.50%, 4/18/194		101,871		100,789
Livingston International, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 4/17/204		45,073		42,651
LS Deco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.662%, 5/21/224		182,096		184,145
LTS Buyer LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.397%, 4/13/204		770,479		774,331
MA FinanceCo LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 3.90%, 4/18/244,8		74,221		74,592
Tranche B2, 3.65%, 11/20/214,8		165,000		165,825
MacDermid, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B6, 4.00%, 6/7/234,8		70,000		70,490
MaxLinear, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.906%, 4/12/244,8		100,000		100,188
Mediacom Illinois LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche K, 3.20%, 2/15/244		35,000		35,233
MediArena Acquisition BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.898%, 8/13/214		281,146		250,044
MEG Energy Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.68%, 12/31/234		183,014		183,514
Men’s Wearhouse, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%-4.563%, 6/18/214		154,016		148,241
Mergermarket USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%-4.647%, 2/4/214		142,431		142,609
MGM Growth Properties Operating Partnership LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.156%, 4/25/234,8		85,000		85,266
MH Sub I LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 7/8/214		320,227		323,630
Michaels Stores, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 3.75%, 1/30/234		164,760		164,794
Micron Technology, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 4/26/224,8		30,000		30,337
Milacron LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.993%, 9/28/234		109,725		110,411
Mission Broadcasting, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.994%, 1/17/244		83,098		83,760
Monitronics International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 6.647%, 9/30/224		302,575		307,587
Moran Foods LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 12/5/234		64,838		64,770
MPH Acquisition Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.897%, 6/7/234		256,213		259,843
MRP Generation Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.147%, 10/18/224		74,625		74,252
Murray Energy Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B2, 8.397%, 4/16/204		69,230		66,671
Tranche B3, 8.897%, 4/17/204		508,714		496,632

33       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
National Mentor Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.397%, 1/31/214	$	208,782	$	209,761
Nature’s Bounty Co. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 5/5/234		99,251		99,810
Navistar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 8/7/204		590,000		598,359
Neiman Marcus Group Ltd. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 10/25/204		6,938,854		5,553,685
NEP/NCP Holdco, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 1/22/204		210,191		210,935
New Trident Holdcorp, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 7/31/194		110,030		96,552
Nexstar Broadcasting, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.994%, 1/17/244,8		842,874		849,591
NFP Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 1/8/244		374,063		377,710
Nomad Foods Europe Midco Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.906%, 4/20/244,8		140,000		140,729
Nord Anglia Education Finance, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.554%, 3/31/214		436,127		437,217
Novitex Acquisition LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.068%, 7/7/204		160,306		160,306
NPC International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.656%, 4/3/244,8		55,000		55,602
NRG Energy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.243%, 6/30/234		357,037		359,008
OCI Beaumont LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.025%, 8/20/194		145,813		150,370
ON Semiconductor Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.243%, 3/31/234		76,594		77,099
Opal Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.147%-5.148%, 11/27/204		260,046		246,069
OPE Inmar Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.90%, 4/21/244,8		315,000		315,295
Orchard Acquisition Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.125%, 2/8/194		406,682		191,140
Ortho-Clinical Diagnostics, Inc., Sr. Sec Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 6/30/214		118,875		118,449
Party City Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.03%-4.18%, 8/19/224		134,325		134,361
Peabody Energy Corp., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 5.50%, 3/31/224		230,000		231,054
Penn National Gaming, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 1/19/244,8		50,000		50,339
Petco Animal Supplies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 4.172%, 1/26/234		347,780		316,914
PetSmart, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.02%, 3/11/224		563,800		520,458
PGX Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 9/29/204		197,988		198,668

34       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
PGX Holdings, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.00%, 9/29/214	$	76,013	$	74,873
Pharmaceutical Product Development LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche D, 4.25%-4.397%, 8/18/224		318,621		320,772
Polycom, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 9/27/234		147,333		148,623
Premiere Global Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 12/8/214,8		69,740		69,769
Prime Security Services Borrower LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 5/2/224		264,224		267,220
Quest Software US Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 10/31/224		224,123		227,685
Quikrete Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.243%, 11/15/234		453,863		457,739
Quorum Health Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.75%, 4/29/224,8		149		149
Radiate Holdco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.993%, 2/1/244		480,000		482,486
RBS Global, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%-3.903%, 8/21/234		217,455		218,603
Realogy Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.242%, 7/20/224		228,278		230,218
Revlon Consumer Products Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.493%, 9/7/234		412,925		414,446
Reynolds Group Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.993%, 2/5/234		413,882		416,406
RHP Hotel Properties LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.406%, 4/18/244,8		55,000		55,481
Rite Aid Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, Tranche 1, 5.75%, 8/21/204		63,202		63,526
Riverbed Technology, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 4/25/224		403,750		403,624
Road Infrastructure Investment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/13/234		99,500		100,047
Royal Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.397%, 6/20/224		227,062		229,105
Sable International Finance Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 5.743%, 12/30/224		170,000		171,381
Sabre GLBL, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 2/22/244		423,711		428,213
Salem Communications Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 3/13/204		283,262		278,659
Sandy Creek Energy Associates LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.147%, 11/9/204		445,557		318,573
SBA Senior Finance II LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.25%, 3/24/214		149,615		150,714
SBA Senior Finance II LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.25%, 6/10/224		119,695		120,236
Science Applications International Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.563%, 5/4/224		135,000		136,076

35       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
Scientific Games International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4.994%, 10/1/214	$	449,636	$	456,662
Seadrill Operating LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.147%, 2/21/214		455,243		307,289
Seattle SpinCo, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.90%, 4/18/244,8		501,230		503,736
SeaWorld Parks & Entertainment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B5, 4.147%, 3/31/244		96,233		96,293
Securus Technologies Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche B, 4.75%, 4/30/204		309,704		310,285
Tranche B2, 5.397%, 4/30/204		9,624		9,624
Select Medical Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.53%-4.65%, 3/6/244		85,000		85,938
Serta Simmons Bedding LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.538%, 11/8/234		513,713		516,024
SFR Group SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.944%, 7/31/254		50,000		49,880
SFR Group SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B10, 4.422%, 1/14/254		414,915		415,693
Sheridan Investment Partners II LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.56%, 12/16/204		121,052		100,322
Sheridan Production Partners II-A LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.56%, 12/16/204		16,151		13,385
Sheridan Production Partners II-M LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.44%, 12/16/204		6,280		5,205
SIG Combibloc US Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 3/11/224		269,968		271,842
Signode Industrial Group US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%-3.897%, 5/1/214		220,713		222,917
Sinclair Television Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.25%, 1/3/244		305,235		306,347
Solenis International LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%-4.274%, 7/31/214		55,929		56,186
Solera LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/3/234		74,811		75,419
SourceHOV LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.897%, 10/31/194,8		92,801		90,056
Southcross Energy Partners LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.397%, 8/4/214		200,894		178,167
Station Casinos LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 6/8/234		420,934		423,465
SUPERVALU, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 3/21/194		179,535		181,132
Synchronoss Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.082%, 1/19/244		185,000		174,671
Talen Energy Supply LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.027%, 7/6/234		324,188		322,837
Team Health Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 2/6/244		240,000		239,010

36       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

	Principal Amount		Value
Corporate Loans (Continued)
Technicolor SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.898%, 12/31/234,8	$	130,000	$	130,520
Telenet Financing USD LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:
Tranche AF, 3.966%, 1/31/254		340,000		342,019
Tranche AI, 3.651%, 3/31/254,8		340,000		341,318
Tempo Acquisition LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.15%, 4/19/244,8		419,000		420,048
Tessera Holding Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.243%, 12/1/234		299,250		303,053
TI Group Automotive Systems LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 6/30/224		565,817		570,060
TIBCO Software, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 12/4/204		349,815		354,042
Tower Automotive Holdings USA LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 3/7/244		280,736		280,502
Trans Union LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.493%, 4/9/234		34,821		35,173
TransDigm, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche F, 3.993%, 6/9/234		11,032,494		11,029,051
Travelport Finance Luxembourg Sarl, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.289%, 9/2/214		730,112		736,501
Tribune Media Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.993%, 1/26/244		374,445		378,131
Tronox Pigments BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.647%, 3/19/204		419,724		422,448
TTM Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 5/31/214		148,215		150,994
Uber Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 7/13/234		59,700		59,782
Ultra Resources, Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 4.00%, 4/12/244		170,000		168,672
United Airlines, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.422%, 4/1/244		135,000		135,570
Uniti Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.00%, 10/24/224		413,963		414,840
Univar USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 7/1/224		413,025		414,677
Univision Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche C5, 3.75%, 3/15/244		96,840		96,282
UPC Financing Partnership, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche AP, 3.744%, 4/15/254		390,000		391,901
US TelePacific Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 11/25/204		177,964		178,565
USI, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.402%, 4/5/244,8		225,000		224,227
VC GB Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 2/28/244		140,000		141,050
Veresen Midstream LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 3/31/224,8		32,064		32,355

37       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Corporate Loans (Continued)
Veritas US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 6.772%, 1/27/234	$	445,326	$	443,712
Versum Materials, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.647%, 9/29/234		129,350		131,102
Vertiv Intermediate Holding II Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%-5.039%, 11/30/234		362,877		365,712
Virgin Media Bristol LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche I, 3.744%, 1/31/254		450,000		452,194
Visteon Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.274%-3.407%, 3/24/244		95,307		95,962
WaveDivision Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.93%, 10/15/194		355,924		358,015
Weight Watchers International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.24%-4.40%, 4/2/204		1,282,812		1,219,152
Wencor Group, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.647%, 6/19/214		85,306		83,120
West Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B12, 3.493%, 6/17/234		1,231,325		1,235,327
Western Digital Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.743%, 4/29/234		416,855		418,158
Western Express, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.304%, 2/23/224		982,800		988,795
WideOpenWest Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.554%, 8/18/234		800,975		807,183
William Morris Endeavor Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 5/6/214		304,206		306,182
Wilton Brands LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.50%, 8/30/184		144,515		141,865
Windstream Services LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B6, 5.00%, 3/29/214		99,500		100,640
WMG Acquisition Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.75%, 11/1/234		180,000		180,942
WP CPP Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.672%, 12/28/194,8		173,733		162,151
XPO Logistics, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.405%, 11/1/214		709,000		712,811
YRC Worldwide, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.50%, 2/13/194		328,483		323,309
Zayo Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 1/19/244		325,308		327,544
Zebra Technologies Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.60%, 10/27/214		92,819		93,835
Total Corporate Loans (Cost $115,907,769)				115,215,659
	Shares
Structured Security—%
Africa Telecommunications Media & Technology Fund 1 LLC5,7 (Cost $10,000,000)		9,542,930		—

38       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Counter-

Exercise Expiration

party

Price

Date

Contracts

Value

Over-the-Counter Option Purchased—0.0%

CNH Currency

Put1 (Cost

$1,886,660)

CITNA-B

CNH7.300

11/29/17

CNH

608,600,000

$

388,895

Counter- party

Pay/Receive Floating Rate

Floating Rate

Fixed Rate

Notional Amount (000’s)

Over-the-Counter Interest Rate Swaptions Purchased—0.2%

Interest Rate Swap maturing 1/24/29 Call1

GSCOI

Receive

Six-Month JPY BBA LIBOR

0.708%

1/22/19

JPY

795,000

38,110

Interest Rate Swap maturing 1/28/30 Call1

GSCOI

Receive

Three- Month USD BBA LIBOR

2.974

1/24/20

USD

94,000

3,039,002

Interest Rate Swap maturing 11/21/28 Call1

GSCOI

Receive

Six-Month JPY BBA LIBOR

0.850

11/19/18

JPY

749,000

20,856

Interest Rate Swap maturing 11/22/27 Call1

GSCOI

Receive

Six-Month JPY BBA LIBOR

1.070

11/20/17

JPY

8,024,000

3,473

Interest Rate Swap maturing 7/25/28 Call1

GSCOI

Receive

Six-Month JPY BBA LIBOR

1.050

7/23/18

JPY

2,000,000

25,891

Total Over-the-Counter Interest Rate Swaptions Purchased (Cost $6,409,136)

3,127,332

	Principal Amount
Short-Term Notes—2.6%
Agrium, Inc., 1.271%, 5/23/1711,12	$	1,600,000	1,598,682
Assa Abloy Financial AB, 1.353%, 6/20/173,11,12		1,600,000	1,597,011
Bell Canada, 1.204%, 5/2/1711,12		1,900,000	1,899,772
Danske Corp., 1.461%, 10/20/1711,12		3,000,000	2,979,379
Dollar General Corp., 1.251%, 5/12/173,11,12		1,500,000	1,499,264
Duke Energy Corp., 1.191%, 5/9/173,11,12		1,500,000	1,499,482
Equifax, Inc., 1.171%, 5/1/1711,12		1,500,000	1,499,862
Ford Motor Credit Co. LLC, 1.623%, 9/1/1711,12		3,000,000	2,984,387
Hitachi Capital America Corp., 1.331%, 5/19/1712		1,500,000	1,498,982
Hyundai Capital America, 1.171%, 5/9/1711,12		1,500,000	1,499,482
Leggett & Platt, Inc., 1.261%, 5/24/173,11,12		1,600,000	1,598,623
Mondelez International, Inc., 1.324%, 6/12/1711,12		1,600,000	1,597,520
NetApp, Inc., 1.231%, 5/23/173,11,12		1,500,000	1,498,765
Omnicom Capital, Inc., 1.201%, 5/22/1711,12		1,600,000	1,598,741
Reckitt Benckiser Group plc, 1.221%, 8/25/1711,12		3,000,000	2,989,657
Schlumberger Holdings Corp., 1.113%, 5/3/1711,12		1,800,000	1,799,729
Toyota Motor Credit Corp., 1.211%, 7/14/1712		3,000,000	2,993,455

39       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Principal Amount		Value
Short-Term Notes (Continued)
Vodafone Group plc, 1.536%, 10/3/1712	$	2,000,000	$	1,986,596
Total Short-Term Notes (Cost $34,618,002)				34,619,389
	Shares
Investment Companies—5.0%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.71%13,14		26,555,484		26,555,484
SPDR Gold Trust Exchange Traded Fund1,15		320,310		38,683,838
Total Investment Companies (Cost $64,729,635)				65,239,322
Total Investments, at Value (Cost $1,135,587,100)		98.7%		1,289,556,648
Net Other Assets (Liabilities)		1.3		16,706,483
Net Assets		100.0%	$	1,306,263,131

Footnotes to Consolidated Statement of Investments

1. Non-income producing security.

2. 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 $117,895,555. See Note 4 of accompanying Consolidated Notes.

3. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees.

These securities amount to $77,248,819 or 5.91% of the Fund’s net assets at period end.

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

5. Restricted security. The aggregate value of restricted securities at period end was $4,810,899, which represents 0.37% of the Fund’s net assets. See Note 4 of the accompanying Consolidated Notes. Information concerning restricted securities is as follows:

	Acquisition						Unrealized
Security	Dates		Cost		Value		Depreciation
Africa Telecommunications Media & Technology Fund 1 LLC		4/20/11	$	10,000,000	$	—	$	10,000,000
Airspeed Ltd., Series 2007-1A, Cl. G2, 1.274%, 6/15/32		1/9/13 – 1/25/13		5,073,527		4,810,899		262,628
			$	15,073,527	$	4,810,899	$	10,262,628

6. This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of interest.

7. This security is not accruing income because the issuer has missed an interest payment on it and/or is not anticipated to make future interest and/or principal payments. The rate shown is the contractual interest rate. See Note 4 of the accompanying Consolidated Notes.

8. All or a portion of the security position is when-issued or delayed delivery to be delivered and settled after period end. See Note 4 of the accompanying Consolidated Notes.

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

10. Subject to a forbearance agreement. Rate shown is the contractual interest rate. See Note 4 of the accompanying Consolidated Notes.

11. Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $28,140,356 or 2.15% of the Fund’s net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Trustees.

12. Current yield as of period end.

40       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Footnotes to Consolidated Statement of Investments (Continued)

13. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, 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 reporting period in which the issuer was an affiliate are as follows:

	Shares October 31, 2016		Gross Additions		Gross Reductions		Shares April 30, 2017
Oppenheimer Institutional Government Money Market Fund, Cl. E		149,404,417		449,249,383		572,098,316		26,555,484
					Value		Income
Oppenheimer Institutional Government Money Market Fund, Cl. E					$	26,555,484	$	72,340

14. Rate shown is the 7-day yield at period end.

15. All or a portion of this security is owned by the subsidiary. See Note 2 of the accompanying Consolidated Notes.

	Shares Sold Short		Value
Securities Sold Short—(26.1)%
Common Stock Securities Sold Short—(26.1)%
AGCO Corp.		(224,200)	$	(14,346,558	)
Air Lease Corp., Cl. A		(62,400)		(2,379,936	)
Aircastle Ltd.		(142,654)		(3,369,487	)
Aker Solutions ASA1		(914,554)		(5,214,160	)
Ally Financial, Inc.		(258,000)		(5,108,400	)
athenahealth, Inc.1		(45,130)		(4,423,191	)
AvalonBay Communities, Inc.		(17,000)		(3,227,280	)
Boeing Co. (The)		(50,569)		(9,346,668	)
Camden Property Trust		(35,030)		(2,884,020	)
Caterpillar, Inc.		(99,240)		(10,148,282	)
CBL & Associates Properties, Inc.		(1,208,460)		(11,178,255	)
Cheniere Energy, Inc.1		(76,500)		(3,469,275	)
Cie Financiere Richemont SA		(126,763)		(10,590,556	)
Colgate-Palmolive Co.		(166,080)		(11,964,403	)
Constellation Brands, Inc., Cl. A		(38,670)		(6,672,122	)
Corning, Inc.		(144,140)		(4,158,439	)
Deere & Co.		(125,880)		(14,049,467	)
Digital Realty Trust, Inc.		(78,470)		(9,011,495	)
Dril-Quip, Inc.1		(22,630)		(1,166,576	)
Entergy Corp.		(56,170)		(4,283,524	)
Equity Residential		(37,000)		(2,389,460	)
Fastenal Co.		(85,610)		(3,825,055	)
Franklin Resources, Inc.		(152,530)		(6,575,568	)
GlaxoSmithKline plc, Sponsored ADR		(47,620)		(1,947,658	)
HP, Inc.		(575,530)		(10,831,475	)
Intel Corp.		(352,530)		(12,743,960	)
International Business Machines Corp.		(98,230)		(15,745,287	)
Jones Lang LaSalle, Inc.		(95,760)		(10,998,994	)
Koninklijke Ahold Delhaize NV		(243,042)		(5,034,848	)

41       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares Sold Short		Value
Common Stock Securities Sold Short (Continued)
Neste OYJ		(131,594)	$	(5,374,597	)
Novo Nordisk AS, Sponsored ADR		(52,290)		(2,022,577	)
Pennsylvania Real Estate Investment Trust		(754,110)		(10,444,424	)
Procter & Gamble Co. (The)		(88,410)		(7,720,845	)
ResMed, Inc.		(105,700)		(7,186,543	)
Rio Tinto plc, Sponsored ADR		(96,997)		(3,862,421	)
RLJ Lodging Trust		(533,604)		(11,467,150	)
Rowan Cos. plc, Cl. A1		(504,780)		(7,102,255	)
Sanofi, ADR		(111,640)		(5,280,572	)
SAP SE, Sponsored ADR		(198,697)		(19,905,465	)
Southern Copper Corp.		(475,025)		(16,801,634	)
Subsea 7 SA		(324,210)		(5,339,690	)
Transocean Ltd.1		(593,737)		(6,548,919	)
W.W. Grainger, Inc.		(12,315)		(2,373,101	)
Weingarten Realty Investors		(403,340)		(13,217,452	)
Western Union Co. (The)		(499,250)		(9,915,105	)
Total Securities Sold Short (Proceeds $334,539,723)			$	(341,647,149	)

Forward Currency Exchange Contracts as of April 30, 2017
Counter -party	Settlement Month(s)			Currency Purchased (000’s)			Currency Sold (000’s)		Unrealized Appreciation		Unrealized Depreciation
BOA		06/2017	USD		21,033	THB		738,000		$                —	$	296,473
CITNA-B		06/2017	EUR		5,900	USD		6,330		110,975		—
DEU		06/2017	USD		11,538	CAD		15,460		205,037		—
GSCO-OT		06/2017	NOK		105,050	USD		12,401		—		159,544
GSCO-OT		06/2017	USD		15,985	AUD		21,185		134,193		—
JPM		06/2017	EUR		17,800	USD		18,883		550,151		—
JPM		11/2017	USD		13,381	CNH		95,000		—		176,441
JPM		06/2017	USD		24,967	EUR		23,535		—		727,404
JPM		06/2017	USD		15,135	JPY		1,725,000		—		365,548
TDB		06/2017	EUR		11,760	USD		12,596		242,566		—
Total Unrealized Appreciation and Depreciation										$    1,242,922	$	1,725,410

Futures Contracts as of April 30, 2017

Description	Exchange		Buy/Sell		Expiration Date		Number of Contracts		Value		Unrealized Appreciation (Depreciation)
Euro-BONO		EUX		Sell		6/8/17		115	$	17,295,960	$	(158,080)
Euro-BTP		EUX		Sell		6/8/17		239		34,289,737		(317,868)
Euro-BUND		EUX		Buy		6/8/17		340		59,917,164		388,606
Euro-OAT		EUX		Sell		6/8/17		102		16,648,512		(340,099)
United States Treasury Nts., 5 yr.		CBT		Sell		6/30/17		180		21,313,125		(76,218)
											$	(503,659)

42       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Over-the-Counter Options Written at April 30, 2017
					Exercise		Expiration				Premiums Received
Description	Counterparty				Price		Date		Number of Contracts				Value
CNH Currency Put		CITNA-B   CNH				8.000		11/29/17 CNH		(667,000,000)	$	693,680	$	(667)
Centrally Cleared Credit Default Swaps at April 30, 2017
Reference Asset			Buy/Sell Protection		Fixed Rate		Maturity         Date		Notional Amount (000’s)		Premiums Received/(Paid)		Value
CDX.HY.24				Buy		5.000%		6/20/20 USD		18,818	$	1,455,487	$	(1,682,425)
CDX.IG.25				Sell		1.000		12/20/20 USD		46,105		(488,724)		1,028,649
CDX.IG.25				Sell		1.000		12/20/20 USD		4,110		(25,878)		91,698
CDX.IG.25				Sell		1.000		12/20/20 USD		1,400		(7,242)		31,235
iTraxx.Main.24				Buy		1.000		12/20/20 EUR		2,750		35,224		(59,597)
iTraxx.Main.24				Buy		1.000		12/20/20 EUR		40,044		642,532		(867,815)
iTraxx.Main.26				Buy		1.000		12/20/21 EUR		1,000		11,456		(20,507)
iTraxx.Main.26				Buy		1.000		12/20/21 EUR		4,640		75,772		(95,153)
Neiman Marcus
Group LLC (The)				Buy		5.000		12/20/20 USD		6,190		358,683		1,457,268
Total Centrally Cleared Credit Default Swaps											$	2,057,310	$	(116,647)
Over-the-Counter Credit Default Swaps at April 30, 2017
Reference Asset	Counterparty		Buy/Sell Protection		Fixed Rate		Maturity         Date		Notional Amount (000’s)		Premiums Received/(Paid)		Value
CDX.HY.21		CITNA-B		Buy		5.000		12/20/18 USD		1,407	$	74,649	$	(114,084)
CDX.HY.25		CITNA-B		Buy		5.000		12/20/20 USD		936		(109,330)		(71,691)
CDX.HY.25		CITNA-B		Buy		5.000		12/20/20 USD		471		(48,278)		(36,075)
CDX.HY.25		CITNA-B		Sell		5.000		12/20/20 USD		141		87,379		(51,173)
CDX.HY.25		CITNA-B		Sell		5.000		12/20/18 USD		444		168,875		(53,922)
CDX.HY.25		CITNA-B		Sell		5.000		12/20/20 USD		280		181,852		(101,693)
CDX.NA.HY.21		CITNA-B		Buy		5.000		12/20/18 USD		7,500		(230,208)		(608,125)
CDX.NA.HY.21		CITNA-B		Sell		5.000		12/20/18 USD		1,812		1,011,495		(220,271)
CDX.NA.HY.21		GSCOI		Sell		5.000		12/20/18 USD		551		301,068		(66,962)
CDX.NA.HY.25		GSCOI		Buy		5.000		12/20/20 USD		7,500		(1,297,917)		(574,450)
CDX.NA.HY.25		GSCOI		Sell		5.000		12/20/20 USD		2,244		1,489,410		(814,849)
Malaysia		BAC		Buy		1.000		12/20/20 USD		2,900		(136,197)		(25,979)
Malaysia		BAC		Buy		1.000		12/20/20 USD		854		(35,262)		(7,651)
Malaysia		BNP		Buy		1.000		12/20/20 USD		761		(26,351)		(6,817)
Malaysia		BNP		Buy		1.000		6/20/21 USD		3,820		(112,656)		(21,423)
Malaysia		BNP		Buy		1.000		6/20/21 USD		3,000		(85,450)		(16,824)
Malaysia		BNP		Buy		1.000		12/20/20 USD		10,000		(651,135)		(89,579)
Malaysia		BNP		Buy		1.000		12/20/20 USD		1,811		(51,082)		(16,223)
Malaysia		CITNA-B		Buy		1.000		12/20/20 USD		4,295		(209,624)		(38,474)
Malaysia		MOS-A		Buy		1.000		12/20/20 USD		10,000		(502,319)		(89,579)
Total Over-the-Counter Credit Default Swaps											$	(181,081)	$	(3,025,844)

43       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF INVESTMENTS Unaudited / Continued

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		$51,615,000		$—		BBB+
Non-Investment Grade Corporate Debt Indexes		5,471,726		17,814,000		BB
Total		$57,086,726		$17,814,000

*Amounts recoverable includes potential payments from related purchased protection for instances where the Fund is the seller of 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 April 30, 2017

Reference Asset

Counterparty

Pay/Receive Total Return*

Floating Rate

Maturity Date

Notional Amount (000’s)

Value

Bank of Communications

One-Month HKD

(Hong Kong Branch)

GSCOI

Pay

HIBOR HKAB

6/22/17

HKD

34,803

$

75,146

China Citic Bank

One-Month HKD

International

GSCOI

Pay

HIBOR HKAB

6/22/17

HKD

30,163

216,887

China Everbright Bank

One-Month HKD

Co. Ltd.

GSCOI

Pay

HIBOR HKAB

6/22/17

HKD

15,617

134,259

China Merchants Bank

One-Month HKD

Co. Ltd.

GSCOI

Pay

HIBOR HKAB

6/22/17

HKD

34,913

193,133

China Minsheng Banking

One-Month HKD

Corp. Ltd.

GSCOI

Pay

HIBOR HKAB

6/22/17

HKD

30,642

382,412

Total Over-the-Counter Total Return Swaps

$

1,001,837

* Fund will pay or receive the total return of the reference asset depending on whether the return is positive or negative. For contracts where the Fund has elected to receive the total return of the reference asset if positive, it will be responsible for paying the floating rate and the total return of the reference asset if negative. If the Fund has elected to pay the total return of the reference asset if positive, it will receive the floating rate and the total return of the reference asset if negative.

Glossary:
Counterparty Abbreviations
BAC	Barclays Bank plc
BNP	BNP Paribas
BOA	Bank of America NA
CITNA-B	Citibank NA
DEU	Deutsche Bank AG
GSCOI	Goldman Sachs International
GSCO-OT	Goldman Sachs Bank USA
JPM	JPMorgan Chase Bank NA
MOS-A	Morgan Stanley
TDB	Toronto Dominion Bank
Currency abbreviations indicate amounts reporting in currencies
AUD	Australian Dollar

44       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Currency abbreviations indicate amounts reporting in currencies (Continued)
CAD	Canadian Dollar
CNH	Offshore Chinese Renminbi
EUR	Euro
HKD	Hong Kong Dollar
JPY	Japanese Yen
NOK	Norwegian Krone
THB	Thailand Baht
Definitions
BBA LIBOR	British Bankers’ Association London - Interbank Offered Rate
BONO	Spanish Government Bonds
BTP	Italian Treasury Bonds
BUND	German Federal Obligation
CDX.HY.21	Markit CDX High Yield Index
CDX.HY.24	Markit CDX High Yield Index
CDX.HY.25	Markit CDX High Yield Index
CDX.IG.25	Markit CDX Investment Grade Index
CDX.NA.HY.21	Markit CDX North American High Yield
CDX.NA.HY.25	Markit CDX North American High Yield
HIBOR	Hong Kong Interbank Offered Rate
HKAB	Hong Kong Association of Banks
iTraxx.Main.24	Credit Default Swap Trading Index for a Specific Basket of Securities
iTraxx.Main.26	Credit Default Swap Trading Index for a Specific Basket of Securities
OAT	French Government Bonds
Exchange Abbreviations
CBT	Chicago Board of Trade
EUX	European Stock Exchange

See accompanying Notes to Consolidated Financial Statements.

45       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF

ASSETS AND LIABILITIES April 30, 2017 Unaudited

Assets
Investments, at value—see accompanying consolidated statement of investments:
Unaffiliated companies (cost $1,109,031,616)	$	1,263,001,164
Affiliated companies (cost $26,555,484)		26,555,484
		1,289,556,648
Cash		2,689,806
Cash used for collateral on futures		3,012,800
Cash used for collateral on OTC derivatives		2,052,000
Cash used for collateral on centrally cleared swaps		2,579,823
Deposits with broker for securities sold short		314,213,785
Deposits with broker for foreign securities sold short (cost 40,228,796)		40,138,697
Unrealized appreciation on forward currency exchange contracts		1,242,922
Swaps, at value		1,001,837
Centrally cleared swaps, at value (premiums paid $163,161)		2,608,850
Receivables and other assets:
Interest and dividends		4,115,041
Investments sold (including $1,046,930 sold on a when-issued or delayed delivery basis)		1,304,339
Shares of beneficial interest sold		914,046
Variation margin receivable		188,876
Other		240,877
Total assets		1,665,860,347
Liabilities
Securities sold short, at value (proceeds $334,539,723) - see accompanying consolidated statement of investments		341,647,149
Unrealized depreciation on forward currency exchange contracts		1,725,410
Options written, at value (premiums received $693,680)		667
Swaps, at value (premiums paid $181,081)		3,025,844
Centrally cleared swaps, at value (premiums received $2,220,471)		2,725,497
Payables and other liabilities:
Investments purchased (including $7,042,844 purchased on a when-issued or delayed delivery basis)		7,219,376
Shares of beneficial interest redeemed		1,972,694
Variation margin payable		280,833
Trustees’ compensation		182,893
Dividends		175,435
Distribution and service plan fees		162,052
Shareholder communications		8,353
Other		471,013
Total liabilities		359,597,216
Net Assets	$	1,306,263,131

46       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Composition of Net Assets
Par value of shares of beneficial interest	$	482,473
Additional paid-in capital		1,240,580,588
Accumulated net investment income		10,926,505
Accumulated net realized loss on investments and foreign currency transactions		(91,900,810)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		146,174,375
Net Assets	$	1,306,263,131
Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $638,983,543 and 23,505,273 shares of beneficial interest outstanding)		$27.18
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)		$28.84
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $4,580,225 and 190,073 shares of beneficial interest outstanding)		$24.10
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $123,219,172 and 5,112,487 shares of beneficial interest outstanding)		$24.10
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $142,544,557 and 5,107,638 shares of beneficial interest outstanding)		$27.91
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $21,266,593 and 817,137 shares of beneficial interest outstanding)		$26.03
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $375,669,041 and 13,514,706 shares of beneficial interest outstanding)		$27.80

See accompanying Notes to Consolidated Financial Statements.

47       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENT OF

OPERATIONS For the Six Months Ended April 30, 2017 Unaudited

Investment Income
Interest (net of foreign withholding taxes of $446)	$	11,056,527
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $167,019)		9,525,932
Affiliated companies		72,340
Total investment income		20,654,799
Expenses
Management fees		5,715,146
Distribution and service plan fees:
Class A		787,098
Class B		28,650
Class C		645,974
Class R		50,593
Transfer and shareholder servicing agent fees:
Class A		717,548
Class B		6,351
Class C		142,888
Class I		20,827
Class R		22,434
Class Y		418,465
Shareholder communications:
Class A		13,939
Class B		1,205
Class C		7,491
Class I		776
Class R		1,051
Class Y		13,504
Dividends on short sales		2,722,881
Financing expense from short sales		197,464
Trustees’ compensation		17,402
Borrowing fees		12,332
Custodian fees and expenses		5,916
Other		145,256
Total expenses		11,695,191
Less reduction to custodian expenses		(92)
Less waivers and reimbursements of expenses		(230,958)
Net expenses		11,464,141
Net Investment Income		9,190,658

48       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in:
Investment transactions in unaffiliated companies (includes premiums on options exercised)	$	1,663,774
Closing and expiration of futures contracts		2,595,371
Foreign currency transactions		3,028,464
Short positions		(69,780,132)
Swap contracts		(7,473,109)
Net realized loss		(69,965,632)
Net change in unrealized appreciation/depreciation on:
Investment transactions		72,564,958
Translation of assets and liabilities denominated in foreign currencies		(2,980,808)
Futures contracts		(1,196,839)
Option contracts written		(45,637)
Short positions		7,035,701
Swap contracts		7,196,997
Net change in unrealized appreciation/depreciation		82,574,372
Net Increase in Net Assets Resulting from Operations	$	21,799,398

See accompanying Notes to Consolidated Financial Statements.

49       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016
Operations
Net investment income	$	9,190,658	$	11,976,330
Net realized loss		(69,965,632)		(23,544,189)
Net change in unrealized appreciation/depreciation		82,574,372		14,155,236
Net increase in net assets resulting from operations		21,799,398		2,587,377
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(1,722,329)		(3,490,406)
Class B		(12,416)		(41,676)
Class C		(273,777)		(422,888)
Class I		(985,054)		(587,576)
Class R		(44,000)		(58,448)
Class Y		(2,169,190)		(1,050,986)
		(5,206,766)		(5,651,980)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(45,495,658)		36,883,516
Class B		(2,822,356)		(6,679,262)
Class C		(17,498,319)		23,668,449
Class I		10,177,962		71,247,215
Class R		436,765		3,542,247
Class Y		(27,469,223)		309,116,440
		(82,670,829)		437,778,605
Net Assets
Total increase (decrease)		(66,078,197)		434,714,002
Beginning of period		1,372,341,328		937,627,326
End of period (including accumulated net investment income of $10,926,505 and $6,942,613, respectively)	$	1,306,263,131	$	1,372,341,328

See accompanying Notes to Consolidated Financial Statements.

50       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS

Class A	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$26.81		$27.00		$26.64		$24.48		$23.35		$25.55
Income (loss) from investment operations:
Net investment income2		0.18		0.27		0.30		0.29		0.30		0.04
Net realized and unrealized gain (loss)		0.26		(0.32)		0.53		1.87		0.83		(0.10)
Total from investment operations		0.44		(0.05)		0.83		2.16		1.13		(0.06)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.07)		(0.14)		(0.47)		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(2.13)
Tax return of capital distribution		0.00		0.00		0.00		0.00		0.00		(0.01)
Total dividends and/or distributions to shareholders		(0.07)		(0.14)		(0.47)		0.00		0.00		(2.14)
Net asset value, end of period		$27.18		$26.81		$27.00		$26.64		$24.48		$23.35
Total Return, at Net Asset Value3		1.64%		(0.18)%		3.18%		8.82%		4.84%		0.03%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$638,983		$675,558		$642,670		$642,789		$668,235		$774,007
Average net assets (in thousands)		$657,481		$679,471		$636,510		$662,351		$721,521		$870,856
Ratios to average net assets:4
Net investment income		1.36%		1.02%5		1.14%5		1.12%5		1.25%5		0.19%5
Expenses excluding specific expenses listed below		1.35%		1.35%5		1.39%5		1.42%5		1.44%5		1.40%5
Dividends and/or interest expense on securities sold short		0.41%		0.59%		0.60%		0.55%		0.58%		0.31%
Borrowing expenses on securities sold short		0.03%		0.09%		0.18%		0.42%		0.02%		0.14%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		1.79%		2.03%5		2.17%5		2.39%5		2.04%5		1.85%5
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.76%		1.99%5		2.12%5		2.25%5		1.97%5		1.78%5
Portfolio turnover rate		88%		131%		62%		44%		76%		212%

51       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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 Oppenheimer Master Loan Fund, LLC.

6. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.79%
Year Ended October 31, 2016	2.05%
Year Ended October 30, 2015	2.18%
Year Ended October 31, 2014	2.40%
Year Ended October 31, 2013	2.06%
Year Ended October 31, 2012	1.90%

See accompanying Notes to Consolidated Financial Statements.

52       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Class B	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$23.85		$24.15		$23.84		$22.08		$21.25		$23.63
Income (loss) from investment operations:
Net investment income (loss)2		0.07		0.08		0.15		0.08		0.08		(0.15)
Net realized and unrealized gain (loss)		0.23		(0.30)		0.42		1.68		0.75		(0.09)
Total from investment operations		0.30		(0.22)		0.57		1.76		0.83		(0.24)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.05)		(0.08)		(0.26)		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(2.13)
Tax return of capital distribution		0.00		0.00		0.00		0.00		0.00		(0.01)
Total dividends and/or distributions to shareholders		(0.05)		(0.08)		(0.26)		0.00		0.00		(2.14)
Net asset value, end of period		$24.10		$23.85		$24.15		$23.84		$22.08		$21.25
Total Return, at Net Asset Value3		1.25%		(0.92)%		2.40%		7.97%		3.91%		(0.79)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$4,580		$7,344		$14,201		$25,296		$34,346		$46,780
Average net assets (in thousands)		$5,801		$10,159		$19,249		$30,329		$40,057		$56,004
Ratios to average net assets:4
Net investment income (loss)		0.62%		0.34%5		0.61%5		0.34%5		0.35%5		(0.70)%5
Expenses excluding specific expenses listed below		2.17%		2.10%5		2.16%5		2.29%5		2.46%5		2.40%5
Dividends and/or interest expense on securities sold short		0.41%		0.59%		0.60%		0.55%		0.58%		0.31%
Borrowing expenses on securities sold short		0.03%		0.09%		0.18%		0.42%		0.02%		0.14%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		2.61%		2.78%5		2.94%5		3.26%5		3.06%5		2.85%5
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.58%		2.74%5		2.89%5		3.06%5		2.86%5		2.67%5
Portfolio turnover rate		88%		131%		62%		44%		76%		212%

53       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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 Oppenheimer Master Loan Fund, LLC.

6. Less than 0.005%.

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

Six Months Ended April 30, 2017	2.61%
Year Ended October 31, 2016	2.80%
Year Ended October 30, 2015	2.95%
Year Ended October 31, 2014	3.27%
Year Ended October 31, 2013	3.08%
Year Ended October 31, 2012	2.90%

See accompanying Notes to Consolidated Financial Statements.

54       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Class C	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$23.85		$24.15		$23.89		$22.12		$21.26		$23.62
Income (loss) from investment operations:
Net investment income (loss)2		0.07		0.06		0.09		0.08		0.10		(0.12)
Net realized and unrealized gain (loss)		0.23		(0.28)		0.47		1.69		0.76		(0.10)
Total from investment operations		0.30		(0.22)		0.56		1.77		0.86		(0.22)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.05)		(0.08)		(0.30)		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(2.13)
Tax return of capital distribution		0.00		0.00		0.00		0.00		0.00		(0.01)
Total dividends and/or distributions to shareholders		(0.05)		(0.08)		(0.30)		0.00		0.00		(2.14)
Net asset value, end of period		$24.10		$23.85		$24.15		$23.89		$22.12		$21.26
Total Return, at Net Asset Value3		1.25%		(0.91)%		2.39%		8.00%		4.05%		(0.71)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$123,219		$139,374		$117,152		$110,383		$112,993		$135,750
Average net assets (in thousands)		$130,859		$136,400		$111,050		$112,984		$122,514		$160,258
Ratios to average net assets:4
Net investment income (loss)		0.60%		0.25%5		0.38%5		0.36%5		0.48%5		(0.59)%5
Expenses excluding specific expenses listed below		2.12%		2.11%5		2.14%5		2.19%5		2.21%5		2.17%5
Dividends and/or interest expense on securities sold short		0.41%		0.59%		0.60%		0.55%		0.58%		0.31%
Borrowing expenses on securities sold short		0.03%		0.09%		0.18%		0.42%		0.02%		0.14%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		2.56%		2.79%5		2.92%5		3.16%5		2.81%5		2.62%5
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.52%		2.75%5		2.87%5		3.02%5		2.74%5		2.55%5
Portfolio turnover rate		88%		131%		62%		44%		76%		212%

55       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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 Oppenheimer Master Loan Fund, LLC.

6. Less than 0.005%.

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

	2
Six Months Ended April 30, 2017	2.56%
Year Ended October 31, 2016	2.81%
Year Ended October 30, 2015	2.93%
Year Ended October 31, 2014	3.17%
Year Ended October 31, 2013	2.83%
Year Ended October 31, 2012	2.67%

See accompanying Notes to Consolidated Financial Statements.

56       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Class I	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Period Ended October 31, 20132
Per Share Operating Data
Net asset value, beginning of period		$27.60		$27.79		$27.41		$25.09		$24.32
Income (loss) from investment operations:
Net investment income3		0.24		0.37		0.28		0.42		0.34
Net realized and unrealized gain (loss)		0.27		(0.29)		0.69		1.90		0.43
Total from investment operations		0.51		0.08		0.97		2.32		0.77
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.20)		(0.27)		(0.59)		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00
Tax return of capital distribution		0.00		0.00		0.00		0.00		0.00
Total dividends and/or distributions to shareholders		(0.20)		(0.27)		(0.59)		0.00		0.00
Net asset value, end of period		$27.91		$27.60		$27.79		$27.41		$25.09
Total Return, at Net Asset Value4		1.85%		0.29%		3.62%		9.25%		3.17%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$142,545		$130,790		$59,214		$11		$10
Average net assets (in thousands)		$140,115		$96,611		$8,550		$11		$10
Ratios to average net assets:5
Net investment income		1.77%		1.35%6		1.06%6		1.57%6		2.07%6
Expenses excluding specific expenses listed below		0.91%		0.97%6		0.82%6		0.95%6		1.26%6
Dividends and/or interest expense on securities sold short		0.41%		0.59%		0.60%		0.55%		0.58%
Borrowing expenses on securities sold short		0.03%		0.09%		0.18%		0.42%		0.02%
Interest and fees from borrowings		0.00%7		0.00%7		0.00%7		0.00%		0.00%
Total expenses8		1.35%		1.65%6		1.60%6		1.92%6		1.86%6
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.32%		1.61%6		1.55%6		1.79%6		1.79%6
Portfolio turnover rate		88%		131%		62%		44%		76%

57       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. Represents the last business day of the Fund’s reporting period.

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

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

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

5. Annualized for periods less than one full year.

6. Includes the Fund’s share of the allocated expenses and/or net investment income from Oppenheimer Master Loan Fund, LLC.

7. Less than 0.005%.

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

7
Six Months Ended April 30, 2017	1.35%
Year Ended October 31, 2016	1.67%
Year Ended October 30, 2015	1.61%
Year Ended October 31, 2014	1.93%
Period Ended October 31, 2013	1.88%

See accompanying Notes to Consolidated Financial Statements.

58       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Class R	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$25.69		$25.89		$25.55		$23.54		$22.53		$24.80
Income (loss) from investment operations:
Net investment income (loss)2		0.14		0.19		0.22		0.21		0.21		(0.03)
Net realized and unrealized gain (loss)		0.26		(0.30)		0.52		1.80		0.80		(0.10)
Total from investment operations		0.40		(0.11)		0.74		2.01		1.01		(0.13)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.06)		(0.09)		(0.40)		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(2.13)
Tax return of capital distribution		0.00		0.00		0.00		0.00		0.00		(0.01)
Total dividends and/or distributions to shareholders		(0.06)		(0.09)		(0.40)		0.00		0.00		(2.14)
Net asset value, end of period		$26.03		$25.69		$25.89		$25.55		$23.54		$22.53
Total Return, at Net Asset Value3		1.55%		(0.44)%		2.92%		8.54%		4.48%		(0.27)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$21,267		$20,567		$17,141		$17,302		$20,410		$27,181
Average net assets (in thousands)		$20,571		$18,565		$16,942		$19,224		$23,822		$33,095
Ratios to average net assets:4
Net investment income (loss)		1.10%		0.75%5		0.85%5		0.85%5		0.92%5		(0.14)%5
Expenses excluding specific expenses listed below		1.61%		1.62%5		1.64%5		1.72%5		1.76%5		1.73%5
Dividends and/or interest expense on securities sold short		0.41%		0.59%		0.60%		0.55%		0.58%		0.31%
Borrowing expenses on securities sold short		0.03%		0.09%		0.18%		0.42%		0.02%		0.14%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		2.05%		2.30%5		2.42%5		2.69%5		2.36%5		2.18%5
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.01%		2.26%5		2.37%5		2.54%5		2.29%5		2.11%5
Portfolio turnover rate		88%		131%		62%		44%		76%		212%

59       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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 Oppenheimer Master Loan Fund, LLC.

6. Less than 0.005%.

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

Six Months Ended April 30, 2017	2.05%
Year Ended October 31, 2016	2.32%
Year Ended October 30, 2015	2.43%
Year Ended October 31, 2014	2.70%
Year Ended October 31, 2013	2.38%
Year Ended October 31, 2012	2.23%

See accompanying Notes to Consolidated Financial Statements.

60       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Class Y	Six Months Ended April 30, 2017 (Unaudited)		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$27.47		$27.68		$27.32		$25.05		$23.84		$25.97
Income (loss) from investment operations:
Net investment income2		0.22		0.32		0.31		0.34		0.38		0.10
Net realized and unrealized gain (loss)		0.26		(0.29)		0.60		1.93		0.83		(0.09)
Total from investment operations		0.48		0.03		0.91		2.27		1.21		0.01
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.15)		(0.24)		(0.55)		0.00		0.00		0.00
Distributions from net realized gain		0.00		0.00		0.00		0.00		0.00		(2.13)
Tax return of capital distribution		0.00		0.00		0.00		0.00		0.00		(0.01)
Total dividends and/or distributions to shareholders		(0.15)		(0.24)		(0.55)		0.00		0.00		(2.14)
Net asset value, end of period		$27.80		$27.47		$27.68		$27.32		$25.05		$23.84
Total Return, at Net Asset Value3		1.76%		0.08%		3.43%		9.06%		5.08%		0.32%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$375,669		$398,708		$87,249		$19,378		$11,237		$16,234
Average net assets (in thousands)		$383,436		$278,002		$34,589		$14,096		$12,213		$28,561
Ratios to average net assets:4
Net investment income		1.58%		1.16%5		1.13%5		1.27%5		1.52%5		0.41%5
Expenses excluding specific expenses listed below		1.12%		1.17%5		1.10%5		1.78%5		1.19%5		1.15%5
Dividends and/or interest expense on securities sold short		0.41%		0.59%		0.60%		0.55%		0.58%		0.31%
Borrowing expenses on securities sold short		0.03%		0.09%		0.18%		0.42%		0.02%		0.14%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		1.56%		1.85%5		1.88%5		2.75%5		1.79%5		1.60%5
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.52%		1.81%5		1.83%5		2.04%5		1.72%5		1.53%5
Portfolio turnover rate		88%		131%		62%		44%		76%		212%

61       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

CONSOLIDATED FINANCIAL HIGHLIGHTS Continued

1. 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 Oppenheimer Master Loan Fund, LLC.

6. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.56%
Year Ended October 31, 2016	1.87%
Year Ended October 30, 2015	1.89%
Year Ended October 31, 2014	2.76%
Year Ended October 31, 2013	1.81%
Year Ended October 31, 2012	1.65%

See accompanying Notes to Consolidated Financial Statements.

62       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS April 30, 2017 Unaudited

1. Organization

Oppenheimer Fundamental Alternatives 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 are 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, continue to be subject to a CDSC after the shares were renamed. Purchases of Class R shares occurring on or after July 1, 2014, are not 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 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 followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

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

Basis for Consolidation. The Fund has established a Cayman Islands exempted company, Oppenheimer Fundamental Alternatives 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

63       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

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 period end, the Fund owned 13,063 shares with net assets of $38,687,007 in the Subsidiary.

Other financial information at period end:

Total market value of investments	$	38,683,839
Net assets	$	38,687,007
Net income (loss)	$	(173,115)
Net realized gain (loss)	$	—
Net change in unrealized appreciation/depreciation	$	(374,763)

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Consolidated Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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.

64       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

2. Significant Accounting Policies (Continued)

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. GAAP, are recorded on the ex-dividend date. Income and capital gain distributions, if any, are declared and paid annually or at other times as deemed necessary by the Manager.

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. 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.

Return of Capital Estimates. Distributions received from the Fund’s investments in Real Estate Investments Trusts (REITs), generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates. Such estimates are based on historical information available from each REIT and other industry sources. These estimates may subsequently be revised based on information received from REITs after their tax reporting periods are concluded.

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, based on the negative rolling average balance at an average Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

Security Transactions. Security transactions are recorded on the trade date. Realized gains and losses on securities sold (except for the investments in the Subsidiary) are determined on the basis of identified cost.

Indemnifications. The Fund’s organizational documents provide current and former Trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the Fund. In the normal course of business, the Fund may also

65       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income 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 remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended October 31, 2016, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

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 the 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.

During the fiscal year ended October 31, 2016, the Fund did not utilize any capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended October 31, 2016 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

Expiring
No expiration	$	7,237,145

At period end, it is estimated that the capital loss carryforwards would be $77,202,777, which will not expire. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first

66       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

2. Significant Accounting Policies (Continued)

six months of the current fiscal year. During the reporting period, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end 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	$	1,154,293,548
Federal tax cost of other investments		(326,007,347)
Total federal tax cost	$	828,286,201
Gross unrealized appreciation	$	185,639,230
Gross unrealized depreciation		(58,171,303)
Net unrealized appreciation	$	127,467,927

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP 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.

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global is currently evaluating the amendments and their impact, if any, on the Fund’s financial statements.

3. Securities Valuation

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day

67       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

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 primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

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

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

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, short-term notes, 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. Standard inputs generally considered by third-party pricing vendors include reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors.

Loans are valued at the mean between the bid and asked prices utilizing evaluated prices obtained from third party pricing services or broker-dealers. Standard inputs generally considered by third-party pricing vendors include information obtained from market participants regarding broker-dealer price quotations.

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

68       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

3. Securities Valuation (Continued)

inputs generally considered by third-party pricing vendors include market information relevant to the underlying reference asset such as the price of financial instruments, stock market indices, foreign currencies, interest rate spreads, commodities, credit spreads, credit event probabilities, index values, individual security values, forward interest rates, variable interest rates, volatility measures, and forward currency rates, or the occurrence of other specific events.

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.

Securities for which market quotations are not readily available 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. Those standardized fair valuation 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 regularly compares prior day prices 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

69       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

on the significance and source of the inputs to its valuation. Various data inputs may be used in determining the value of each of the Fund’s investments as of the reporting period end.

These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

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

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

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

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

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are measured using net asset value and are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts that are included in the Fund’s Consolidated Statement of Assets and Liabilities at period end 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	$	22,972,486	$	—	$	65,513	$	23,037,999
Consumer Staples		48,111,645		—		—		48,111,645
Energy		67,138,835		80,199		—		67,219,034
Financials		126,112,214		48,272		—		126,160,486
Health Care		116,516,227		10,330,972		90		126,847,289
Industrials		151,621,327		—		—		151,621,327
Information Technology		108,518,184		—		—		108,518,184
Materials		47,187,108		—		—		47,187,108
Telecommunication Services		32,672,328		—		—		32,672,328
Utilities		37,563,660		—		—		37,563,660
Preferred Stocks		—		12,920,340		—		12,920,340
Rights, Warrants and Certificates		—		2,273		—		2,273
Asset-Backed Securities		—		71,483,608		—		71,483,608
Mortgage-Backed Obligations		—		57,334,748		—		57,334,748
Non-Convertible Corporate Bonds and Notes		—		153,516,597		—		153,516,597
Convertible Corporate Bond and Note		—		6,769,425		—		6,769,425
Corporate Loans		—		114,551,410		664,249		115,215,659

70       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

3. Securities Valuation (Continued)

	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Investments, at Value: (Continued)
Structured Security	$	—	$	—	$	—	$	—
Over-the-Counter Option Purchased		—		388,895		—		388,895
Over-the-Counter Interest Rate
Swaptions Purchased		—		3,127,332		—		3,127,332
Short-Term Notes		—		34,619,389		—		34,619,389
Investment Companies		65,239,322		—		—		65,239,322
Total Investments, at Value		823,653,336		465,173,460		729,852		1,289,556,648
Other Financial Instruments:
Swaps, at value		—		1,001,837		—		1,001,837
Centrally cleared swaps, at value		—		2,608,850		—		2,608,850
Futures contracts		388,606		—		—		388,606
Forward currency exchange contracts		—		1,242,922		—		1,242,922
Total Assets	$	824,041,942	$	470,027,069	$	729,852	$	1,294,798,863
Liabilities Table
Other Financial Instruments:
Common Stock Securities Sold Short	$	(310,093,298)	$	(31,553,851)	$	—	$	(341,647,149)
Swaps, at value		—		(3,025,844)		—		(3,025,844)
Centrally cleared swaps, at value		—		(2,725,497)		—		(2,725,497)
Options written, at value		—		(667)		—		(667)
Futures contracts		(892,265)		—		—		(892,265)
Forward currency exchange contracts		—		(1,725,410)		—		(1,725,410)
Total Liabilities	$	(310,985,563)	$	(39,031,269)	$	—	$	(350,016,832)

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

4. Investments and Risks

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Consolidated Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated 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 Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests has its own investment risks, and

71       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

4. Investments and Risks (Continued)

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 Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”) which is an Affiliated Fund. IGMMF is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

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

Loans. The Fund invests in loans made to U.S. and foreign borrowers that are corporations, partnerships or other business entities. The Fund will do so directly as an original lender or by assignment or indirectly through participation agreements or certain derivative instruments. While many of these loans will be collateralized, the Fund can also invest in uncollateralized loans. Loans are often issued in connection with recapitalizations, acquisitions, leveraged buyouts, and refinancing of borrowers. The loans often pay interest at rates that float above (or are adjusted periodically based on) a benchmark that reflects current interest rates although the Fund can also invest in loans with fixed interest rates.

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

72       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

4. Investments and Risks (Continued)

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.

At period end, 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		$7,042,844
Sold securities		1,046,930

Restricted Securities. At period end, 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.

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

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

Credit Risk. Loans and debt securities are subject to credit risk. Credit risk relates to the ability of the borrower under a loan or issuer of a debt 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 subsequently miss an interest payment.

Information concerning securities not accruing income at period end is as follows:

Cost	$14,986,742
Market Value	$5,106,615
Market Value as % of Net Assets	0.39%

73       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

4. Investments and Risks (Continued)

The Fund has entered into forbearance agreements with certain obligors under which the Fund has agreed to temporarily forego receipt of the original principal or coupon interest rates. At period end, securities with an aggregate market value of $521,307, representing 0.04% of the Fund’s net assets, were subject to these forbearance agreements.

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various 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 of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.

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.

6. Use of Derivatives

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,

74       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

6. Use of Derivatives (Continued)

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.

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.

The Fund may enter into forward foreign currency exchange contracts in order to decrease exposure to foreign exchange rate risk associated with either specific transactions or portfolio instruments or to increase exposure to foreign exchange rate risk.

During the reporting period, the Fund had daily average contract amounts on forward contracts to buy and sell of $78,916,832 and $153,926,458, respectively.

Additional associated risk to the Fund includes counterparty credit risk. Counterparty credit

75       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

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 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 may purchase and/or sell financial futures contracts and options on futures contracts to gain exposure to, or decrease exposure to interest rate risk, equity risk, foreign exchange rate risk, volatility risk, or commodity risk.

During the reporting period, the Fund had an ending monthly average market value of $55,941,796 and $85,330,439 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

76       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

6. Use of Derivatives (Continued)

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.

Foreign Currency Options. The Fund may purchase or write call and put options on currencies to increase or decrease exposure to foreign exchange rate risk. A purchased call, or written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price. A purchased put, or written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

Index/Security Options. The Fund may purchase or write call and put options on individual equity securities and/or equity indexes to increase or decrease exposure to equity risk. A purchased call or written put option becomes more valuable as the price of the underlying financial instrument appreciates relative to the strike price. A purchased put or written call option becomes more valuable as the price of the underlying financial instrument depreciates relative to the strike price.

During the reporting period, the Fund had an ending monthly average market value of $1,710,946 on purchased put options.

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

The risk in writing a call option is that the 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.

During the reporting period, the Fund had an ending monthly average market value of $360,285 on written put options.

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

Written option activity for the reporting period was as follows:

77       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

	Number of Contracts		Amount of Premiums
Options outstanding as of October 31, 2016		637,500,000	$	792,200
Options written		1,000,000,000		1,040,000
Options exercised		(970,500,000)		(1,138,520)
Options outstanding as of April 30, 2017		667,000,000	$	693,680

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 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

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6. Use of Derivatives (Continued)

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 may purchase or sell credit protection through credit default swaps to increase or decrease 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 engaged in spread curve trades by simultaneously purchasing and selling protection through credit default swaps referenced to the same reference asset but with different maturities. Spread curve trades attempt to gain exposure to credit risk on a forward basis by realizing gains on the expected differences in spreads.

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 reporting period, the Fund had ending monthly average notional amounts of $153,299,668 and $57,254,819 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.

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

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

The Fund may enter into interest rate swaps in which it pays the fixed or floating interest rate in order to increase or decrease exposure to interest rate risk. Typically, if relative interest rates rise, floating payments under a swap agreement will be greater than the fixed payments.

For the reporting period, the Fund had ending monthly average notional amounts of

79       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

$7,920,276 on interest rate swaps which pay a fixed rate.

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

At period end, the Fund had no interest rate swap agreements outstanding.

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 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 may enter into total return swaps on various equity securities or indexes to increase or decrease exposure to equity risk. These equity risk related total return swaps require the Fund to pay or receive a floating reference interest rate, and an amount equal to the opposite price movement of securities or an index (expressed as a percentage) multiplied by the notional amount of the contract. Equity leg 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. Reference leg payments equal 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.

The Fund may enter into total return swaps to increase or decrease exposure to the credit risk of various indexes or basket of securities. These credit risk related total return swaps require the Fund to pay to, or receive payments from, the counterparty based on the movement of credit spreads of the related indexes or securities.

The Fund may enter into total return swaps on various commodity indexes to increase or decrease exposure to commodity risk. These commodity risk related total return swaps require the Fund to pay or receive a fixed or a floating reference interest rate, and an amount equal to the opposite price movement of 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 index (expressed as a percentage) multiplied by the notional amount of the contract. The Fund will receive payments of a fixed or a floating reference interest rate and an amount equal to the negative price movement of the same index (expressed as a percentage) multiplied by the notional amount of the contract.

For the reporting period, the Fund had ending monthly average notional amounts of $15,884,788 on total return swaps which are short the reference asset.

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

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6. Use of Derivatives (Continued)

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. 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 may purchase swaptions which give it the option to enter into an interest rate swap in which it pays a floating or fixed interest rate and receives a fixed or floating interest rate in order to increase or decrease exposure to interest rate risk. Purchasing the fixed portion of this swaption becomes more valuable as the reference interest rate decreases relative to the preset interest rate. Purchasing the floating portion of this swaption becomes more valuable as the reference interest rate increases relative to the preset interest rate.

During the reporting period, the Fund had an ending monthly average market value of $3,386,221 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

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NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

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.

At period end, the Fund has required certain counterparties to post collateral of $1,990,743.

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 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

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6. Use of Derivatives (Continued)

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 pledged by the Fund at period end:

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset		Financial Instruments Collateral Received**		Cash Collateral Received**		Net Amount
Citibank NA	$	499,870	$	(499,870)	$	–	$	–	$	–
Deutsche Bank AG		205,037		–		–		–		205,037
Goldman Sachs Bank USA		134,193		(134,193)		–		–		–
Goldman Sachs International		4,129,169		(1,456,261)		(1,990,743)		–		682,165
JPMorgan Chase Bank NA		550,151		(550,151)		–		–		–

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NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

			Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset		Financial Instruments Collateral Received**		Cash Collateral Received**		Net Amount
Toronto Dominion Bank	$	242,566	$	–	$	–	$	–	$	242,566
	$	5,760,986	$	(2,640,475)	$	(1,990,743)	$	–	$	1,129,768

*OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures, if any, 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 period end:

			Gross Amounts Not Offset in the Consolidated
			Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset in the Consolidated Statement of Assets & Liabilities*		Financial Instruments Available for Offset		Financial Instruments Collateral Pledged**		Cash Collateral Pledged**		Net Amount
Bank of America NA	$	(296,473)	$	–	$	–	$	296,473	$	–
Barclays Bank plc		(33,630)		–		–		–		(33,630)
BNP Paribas		(150,866)		–		–		–		(150,866)
Citibank NA		(1,296,175)		499,870		–		640,000		(156,305)
Goldman Sachs Bank USA		(159,544)		134,193		–		–		(25,351)
Goldman Sachs International		(1,456,261)		1,456,261		–		–		–
JPMorgan Chase Bank NA		(1,269,393)		550,151		–		719,242		–
Morgan Stanley		(89,579)		–		–		89,579		–
	$	(4,751,921)	$	2,640,475	$	–	$	1,745,294	$	(366,152)

*OTC derivatives are reported gross on the Consolidated Statement of Assets and Liabilities. Exchange traded options and margin related to centrally cleared swaps and futures, if any, 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 at period end:

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6. Use of Derivatives (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
Credit contracts				Swaps, at value	$	3,025,844
Equity contracts	Swaps, at value	$	1,001,837
Credit contracts	Centrally cleared swaps, at value		2,608,850	Centrally cleared swaps, at value		2,725,497
Interest rate contracts	Variation margin receivable		188,876*	Variation margin payable		280,833*
Forward currency exchange contracts	Unrealized appreciation on forward currency exchange contracts		1,242,922	Unrealized depreciation on forward currency exchange contracts		1,725,410
Forward currency exchange contracts				Options written, at value		667
Forward currency exchange contracts	Investments, at value		388,895**
Interest rate contracts Investments, at value			3,127,332**
Total		$	8,558,712		$	7,758,251

*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, if any.

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 transactions in unaffiliated companies (includes premiums on options exercised)*		Closing and expiration of futures contracts		Foreign currency transactions		Swap contracts		Total
Credit contracts	$	—	$	—	$	—	$	(1,939,621)	$	(1,939,621)
Equity contracts		(1,615,861)		—		—		(4,955,960)		(6,571,821)
Forward currency exchange contracts		1,202,751		—		3,484,346		—		4,687,097
Interest rate contracts		1,788,442		2,595,371		—		(577,528)		3,806,285
Total	$	1,375,332	$	2,595,371	$	3,484,346	$	(7,473,109)	$	(18,060)

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

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NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

6. Use of Derivatives (Continued)

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment transactions*		Option contracts written		Futures contracts
Credit contracts	$	—	$	—	$	—
Equity contracts		(1,240,000)		—		—
Forward currency exchange contracts		(719,402)		(45,637)		—
Interest rate contracts		(1,261,030)		—		(1,196,839)
Total	$	(3,220,432)	$	(45,637)	$	(1,196,839)
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Translation of assets and liabilities denominated in foreign currencies		Swap contracts		Total
Credit contracts	$	—	$	1,883,386	$	1,883,386
Equity contracts		—		5,204,440		3,964,440
Forward currency exchange contracts		(2,499,452)		—		(3,264,491)
Interest rate contracts		—		109,171		(2,348,698)
Total	$	(2,499,452)	$	7,196,997	$	234,637

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

7. Shares of Beneficial Interest

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

	Six Months Ended April 30, 2017				Year Ended October 31, 2016
	Shares		Amount		Shares		Amount
Class A
Sold		1,547,345	$	41,701,536		6,402,109	$	170,647,881
Dividends and/or distributions reinvested		61,362		1,651,498		126,225		3,386,154
Redeemed		(3,297,510)		(88,848,692)		(5,140,436)		(137,150,519)
Net increase (decrease)		(1,688,803)	$	(45,495,658)		1,387,898	$	36,883,516
Class B
Sold		2,840	$	68,033		25,484	$	605,272
Dividends and/or distributions reinvested		532		12,416		1,728		41,404
Redeemed		(121,275)		(2,902,805)		(307,360)		(7,325,938)
Net decrease		(117,903)	$	(2,822,356)		(280,148)	$	(6,679,262)

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7. Shares of Beneficial Interest (Continued)

	Six Months Ended April 30, 2017				Year Ended October 31, 2016
	Shares		Amount		Shares		Amount
Class C
Sold		278,473	$	6,662,286		2,234,739	$	53,218,927
Dividends and/or distributions reinvested		10,755		257,477		16,779		402,017
Redeemed		(1,020,597)		(24,418,082)		(1,259,356)		(29,952,495)
Net increase (decrease)		(731,369)	$	(17,498,319)		992,162	$	23,668,449
Class I
Sold		871,941	$	24,121,550		3,768,914	$	103,127,543
Dividends and/or distributions reinvested		34,326		943,643		18,652		513,881
Redeemed		(537,911)		(14,887,231)		(1,179,304)		(32,394,209)
Net increase		368,356	$	10,177,962		2,608,262	$	71,247,215
Class R
Sold		152,749	$	3,944,016		308,286	$	7,886,480
Dividends and/or distributions reinvested		1,616		41,711		2,175		55,891
Redeemed		(137,713)		(3,548,962)		(172,167)		(4,400,124)
Net increase		16,652	$	436,765		138,294	$	3,542,247
Class Y
Sold		4,478,204	$	123,353,786		16,851,836	$	458,803,009
Dividends and/or distributions reinvested		59,982		1,644,210		29,335		805,201
Redeemed		(5,540,116)		(152,467,219)		(5,516,467)		(150,491,770)
Net increase (decrease)		(1,001,930)	$	(27,469,223)		11,364,704	$	309,116,440

8. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:

	Purchases		Sales
Investment securities	$	867,920,773	$	747,351,401

9. 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:

87       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

9. Fees and Other Transactions with Affiliates (Continued)

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 Manager also provides investment management related services to the Subsidiary. The Subsidiary pays the Manager a monthly management fee at an annual rate according to the above schedule. The Subsidiary also pays certain other expenses including custody and directors’ fees.

The Fund’s effective management fee for the reporting period was 0.86% of average annual net assets before any Subsidiary management fees or any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day portfolio management of the Fund and the Subsidiary. 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 and the Subsidiary, 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 Consolidated 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

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9. Fees and Other Transactions with Affiliates (Continued)

respect to their benefits under the Plan. During the reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	—
Payments Made to Retired Trustees		26,298
Accumulated Liability as of April 30, 2017		90,280

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.

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 votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by

89       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

NOTES TO

CONSOLIDATED FINANCIAL STATEMENTS Unaudited / Continued

9. Fees and Other Transactions with Affiliates (Continued)

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.

Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor
April 30, 2017		$63,773		$1,201		$3,451		$10,699		$—

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. During the reporting period, the Manager waived $156,667. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

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 IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $15,969 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

Effective January 1, 2017, the Transfer Agent has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, B, C, R and Y.

During the reporting period, the Transfer Agent waived fees and/or reimbursed the Fund for transfer agent and shareholder servicing agent fees as follows:

Class A	$	32,113
Class B		265
Class C		6,309
Class R		1,027
Class Y		18,608

This fee waiver and/or reimbursement may be terminated at any time.

10. Borrowings and Other Financing

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

90       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

10. Borrowings and Other Financing (Continued)

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 $472,248,037. 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.

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.3 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Consolidated Statement of Operations. The Fund did not utilize the Facility during the reporting period.

91       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines 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 Guidelines 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.

92       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

DISTRIBUTION SOURCES Unaudited

For any distribution that took place over the last six months of Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

Fund Name	Pay Date		Net Income		Net Profit from Sale		Other Capital Sources
Oppenheimer Fundamental Alternatives Fund		12/28/16		39.4%		0.0%		60.6%

93       OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

OPPENHEIMER FUNDAMENTAL ALTERNATIVES FUND

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	Beth Ann Brown, Trustee
	Edmund P. Giambastiani, Jr., Trustee
	Elizabeth Krentzman, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Joanne Pace, Trustee
	Daniel Vandivort, Trustee
	Michelle Borré, Vice President
	Arthur P. Steinmetz, Trustee, President and Principal Executive Officer
	Cynthia Lo Bessette, Secretary and Chief Legal Officer
	Jennifer Foxson, Vice President and Chief Business Officer
	Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money
	Laundering Officer
	Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer
Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder Servicing Agent	OFI Global Asset Management, Inc.
Sub-Transfer Agent	Shareholder Services, Inc.
	DBA OppenheimerFunds Services
Independent Registered	KPMG LLP
Public Accounting Firm
Legal Counsel	Kramer Levin Naftalis & Frankel LLP
	The financial statements included herein have been taken from the
	records of the Fund without examination of those records by the
	independent registered public accounting firm.

© 2017 OppenheimerFunds, Inc. All rights reserved.

94       OPPENHEIMER FUNDAMENTAL ALTERNATIVES 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 DirectSM our electronic document delivery service

● Your transactions with us, our affiliates or others

● Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

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 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.

95       OPPENHEIMER FUNDAMENTAL ALTERNATIVES 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.

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

● 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, safeguard that information. 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 2016. 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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	Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.
Visit Us
oppenheimerfunds.com
Call Us
800 225 5677
Follow Us
	Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2017 OppenheimerFunds Distributor, Inc. All rights reserved. RS0236.001.0417 June 23, 2017

Table of Contents

Fund Performance Discussion	3
Top Holdings and Allocations	6
Fund Expenses	9
Statement of Investments	11
Statement of Assets and Liabilities	15
Statement of Operations	17
Statements of Changes in Net Assets	19
Financial Highlights	20
Notes to Financial Statements	32
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments	45
Distribution Sources	46
Trustees and Officers	47
Privacy Policy Notice	48

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 4/30/17

	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	Russell MidCap Value     Index
6-Month	13.69%	7.15%	12.42%
1-Year	20.06	13.15	17.52
5-Year	12.65	11.32	14.26
10-Year	4.36	3.74	7.16

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

2        OPPENHEIMER MID CAP VALUE FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) returned 13.69% during the reporting period. On a relative basis, the Fund outperformed the Russell MidCap Value Index (the “Index”), which returned 12.42%. The Fund outperformed the Index in 8 out of 11 sectors, led by real estate, health care and financials. Stock selection benefited in these three sectors. In addition, an underweight position in the real estate sector and an overweight position in the financials sector benefited performance. The Fund underperformed the Index in the consumer staples, materials and energy sectors, due largely to stock selection.

MARKET OVERVIEW

It would be an understatement to refer to 2016 as an eventful year, and the fourth quarter provided an exclamation point. Not only did the Chicago Cubs win their first world series in 108 years, the results of the Presidential election marked a significant change in market sentiment that was widely unexpected. Similar to the surprise Brexit vote in June, expectations of a negative market reaction proved to be overly pessimistic, and the U.S. equity market reacted in a positive manner, with the Index gaining 8% between the election and mid-December, when the Federal Reserve increased the Federal Funds Rate by another quarter percent, only the second such move since the Financial Crisis.

Investors became optimistic that an incoming Trump administration would pursue a pro-growth economic agenda, specifically around corporate tax reform and deregulation. The primary beneficiary of the equity market’s year-end optimism was the financials sector, led by bank stocks. Rising interest rates,

coupled with the prospect of lower corporate tax rates and a reduced regulatory burden could all benefit bank profitability, which drove valuation multiples higher for the group. Cyclical sectors such as energy, industrials, and materials also stood out as beneficiaries of potential higher economic growth rates. Historically defensive sectors such as consumer staples, health care, and real estate investment trusts (REITs) underperformed. The only defensive sector to buck the trend was telecommunication services, which stands to benefit from potential tax reform.

The first quarter of 2017 was, for the most part, a mirror image of the fourth quarter of 2016 with regards to sector performance. During this time, the Index was led by those sectors that had underperformed after the election. Information technology, health care, consumer staples, and utilities were notable outperformers. Financials, the standout from the fourth quarter, was relatively flat, and the biggest sector loser was energy.

3        OPPENHEIMER MID CAP VALUE FUND

Uncertainty about the implementation of the Trump pro-growth agenda arose in March, as Congress struggled to pass a bill meant to replace the Affordable Care Act. It became apparent that the likelihood of the more ambitious proposals passing was, at the very least, less likely than previously assumed.

Overall, all 11 sectors in the Index finished with gains for the six-month reporting period, with the strongest performers being information technology, financials, industrials and materials. The weakest performers were energy, consumer staples, telecommunication services and real estate.

FUND REVIEW

Top contributors to performance this reporting period included Lam Research Corp., Western Digital Corp. and Reinsurance Group of America, Inc. Lam Research, which manufactures equipment used for the production of semiconductors, reported impressive revenues and earnings driven by solid demand for its DRAM (dynamic random access memory) products. After many quarters of disappointing results and poor disclosure given numerous moving parts (Chinese investment blocked by U.S. Government, MOFCOM (Ministry of Commerce, People’s Republic of China) synergy delays, Sandisk acquisition overhang, etc.), Western Digital reported positive results, along with more disclosure around future strategies, cost synergy progress and its target-operating model. Reinsurance Group of America is a global life and health reinsurance company.

The life reinsurance business is dominated by 5 major firms, which has led to stable pricing within the industry. The company has a leading market position and presence across global markets such as North America, Latin America, Europe, and Asia. The stock also rallied with the financials sector shortly after the U.S. Presidential election.

Detractors from performance included Rite Aid Corp., Mattel, Inc. and Helmerich & Payne, Inc. Drugstore operator Rite Aid is the target of an acquisition by Walgreen Boots Alliance Inc., and has seen the terms of the deal reduced as revenue and earnings targets have come in below plan. Shares of Mattel fell sharply in April 2017 after the company announced that its losses widened and reported a drop in sales due to higher than expected inventories coming out of the holiday period. Given the disappointing results, investors became concerned that the company may need to reduce its dividend. We exited our position. Shares of land driller Helmerich & Payne detracted from performance as the company reported lower margins than expected, despite seeing strong improvements in overall drilling activity.

STRATEGY & OUTLOOK

The first quarter of 2017 saw modest gains in U.S. equity markets and was also categorized by a resurgence of growth as a style. Despite this turnaround in the first quarter, we remain optimistic for value as a style for a number of reasons.

4        OPPENHEIMER MID CAP VALUE FUND

First, we believe the results of the Presidential election, along with the Federal Reserve’s shift in policy, represent a significant change in the U.S. equity market, which introduces an increasing number of variables that can impact a company’s fundamentals. Global central banks are running out of arrows in their quivers that can be used to support asset markets generally, and investors will need to determine how things like corporate tax reform, regulatory changes, and potential changes to trade agreements might impact individual companies. We have seen evidence of this trend through lower equity correlations. Stocks are no longer trading as a group. Stock-specific fundamental analysis should once again help separate the so-called “wheat” from the “chaff.”

Second, valuations among value stocks as a group remain attractive relative to growth. Notwithstanding value’s outperformance in 2016, the price/book premium attached to growth stocks is once again above normal levels when compared to the past

	Laton Spahr, CFA
	Portfolio Manager

25 years. This relationship tends to favor value on a going forward basis. Finally, despite strong performance in 2016, value has underperformed growth since the end of 2006. Academic research over time has shown that value tends to win in the long run, and rarely has one style remained in favor for a 10-year period without seeing that trend revert.

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 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 helps us uncover 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

5        OPPENHEIMER MID CAP VALUE FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS
Reinsurance Group of America, Inc., Cl. A	2.9	%
Synopsys, Inc.	2.1
Validus Holdings Ltd.	2.0
Associated Banc-Corp.	2.0
Lam Research Corp.	1.8
SunTrust Banks, Inc.	1.7
Jazz Pharmaceuticals plc	1.7
Eaton Corp. plc	1.6
Ares Management LP	1.6
Huntington Bancshares, Inc.	1.5

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds. com.

TOP TEN COMMON STOCK INDUSTRIES
Insurance	8.8	%
Commercial Banks	7.3
Real Estate Investment Trusts (REITs)	5.4
Machinery	4.1
Capital Markets	4.0
Semiconductors & Semiconductor Equipment	3.9
Oil, Gas & Consumable Fuels	3.5
Software	3.5
Aerospace & Defense	3.3
Electronic Equipment, Instruments, & Components	3.2

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on net assets.

SECTOR ALLOCATION

Portfolio holdings and allocations are subject to change. Percentages are as of April 30, 2017, and are based on the total market value of common stocks.

6        OPPENHEIMER MID CAP VALUE FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 4/30/17

	Inception   Date		6-Month	1-Year	5-Year	10-Year
Class A (QVSCX)		1/3/89	13.69%	20.06%	12.65%	4.36%
Class B (QSCBX)		9/1/93	13.25	19.14	11.76	3.86
Class C (QSCCX)		9/1/93	13.26	19.13	11.79	3.57
Class I (QSCIX)		2/28/12	13.90	20.54	12.90	12.13*
Class R (QSCNX)		3/1/01	13.53	19.73	12.36	4.08
Class Y (QSCYX)		10/24/05	13.80	20.34	12.96	4.69

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 4/30/17

	Inception   Date		6-Month	1-Year	5-Year	10-Year
Class A (QVSCX)		1/3/89	7.15%	13.15%	11.32%	3.74%
Class B (QSCBX)		9/1/93	8.25	14.14	11.51	3.86
Class C (QSCCX)		9/1/93	12.26	18.13	11.79	3.57
Class I (QSCIX)		2/28/12	13.90	20.54	12.90	12.13*
Class R (QSCNX)		3/1/01	13.53	19.73	12.36	4.08
Class Y (QSCYX)		10/24/05	13.80	20.34	12.96	4.69

*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. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800. CALL OPP (225.5677). 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. There is no sales charge for Class I, Class R 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. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Fund’s performance is compared to that of the Russell MidCap Value Index. The Russell MidCap Value Index measures the performance of the mid-cap value segment of the U.S. equity universe. It includes those Russell MidCap Index companies with lower price-to-book ratios and lower forecasted growth values. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but

7        OPPENHEIMER MID CAP VALUE FUND

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.

8        OPPENHEIMER 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 and/or contingent deferred sales charges on redemptions; and (2) ongoing costs, including management fees; distribution and service fees; and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended April 30, 2017.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended April 30, 2017” 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.

9        OPPENHEIMER MID CAP VALUE FUND

Actual	Beginning Account Value November 1, 2016		Ending Account Value April 30, 2017		Expenses Paid During 6 Months Ended April 30, 2017
Class A	$	1,000.00	$	1,136.90	$	6.22
Class B		1,000.00		1,132.50		10.25
Class C		1,000.00		1,132.60		10.20
Class I		1,000.00		1,139.00		3.93
Class R		1,000.00		1,135.30		7.54
Class Y		1,000.00		1,138.00		4.89
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.99		5.87
Class B		1,000.00		1,015.22		9.69
Class C		1,000.00		1,015.27		9.64
Class I		1,000.00		1,021.12		3.72
Class R		1,000.00		1,017.75		7.13
Class Y		1,000.00		1,020.23		4.62

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended April 30, 2017 are as follows:

Class	Expense Ratios
Class A		1.17	%
Class B		1.93
Class C		1.92
Class I		0.74
Class R		1.42
Class Y		0.92

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.

10        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF INVESTMENTS April 30, 2017 Unaudited

	Shares		Value
Common Stocks—99.2%
Consumer Discretionary—9.5%
Auto Components—1.1%
BorgWarner, Inc.		376,800	$	15,931,104
Automobiles—1.1%
Thor Industries, Inc.		157,610		15,158,930
Hotels, Restaurants & Leisure—3.2%
Bloomin’ Brands, Inc.		537,860		11,666,183
Norwegian Cruise Line Holdings Ltd.1		161,210		8,694,055
Royal Caribbean Cruises Ltd.		115,850		12,349,610
Wyndham Worldwide Corp.		131,880		12,569,483
				45,279,331
Household Durables—1.0%
Lennar Corp., Cl. A		124,130		6,268,565
Whirlpool Corp.		43,600		8,095,648
				14,364,213
Media—1.4%
Cinemark Holdings, Inc.		266,370		11,507,184
Regal Entertainment Group, Cl. A		383,200		8,457,224
				19,964,408
Specialty Retail—0.5%
Chico’s FAS, Inc.		544,290		7,522,088
Textiles, Apparel & Luxury Goods—1.2%
Coach, Inc.		449,850		17,719,592
Consumer Staples—5.2%
Beverages—0.7%
Coca-Cola European Partners plc		263,690		10,183,708
Food & Staples Retailing—0.6%
Rite Aid Corp.1		2,283,358		9,133,432
Food Products—1.4%
B&G Foods, Inc.		253,364		10,641,288
Tyson Foods, Inc., Cl. A		155,870		10,016,206
				20,657,494
Household Products—2.5%
Spectrum Brands Holdings, Inc.		144,700		20,797,731

	Shares		Value
Household Products (Continued)
Weatherford International plc1		2,496,050	$	14,402,209
				35,199,940
Energy—6.3%
Energy Equipment & Services—2.8%
Helmerich & Payne, Inc.		277,566		16,831,602
Patterson-UTI Energy, Inc.		758,300		16,413,404
TechnipFMC plc1		200,418		6,038,594
				39,283,600
Oil, Gas & Consumable Fuels—3.5%
Cimarex Energy Co.		156,505		18,261,004
Hess Corp.		225,960		11,033,627
PDC Energy, Inc.1		104,780		5,786,999
Tesoro Corp.		71,220		5,676,946
WPX Energy, Inc.1		825,280		9,845,590
				50,604,166
Financials—29.0%
Capital Markets—4.0%
Ameriprise Financial, Inc.		72,830		9,311,315
Ares Management LP2		1,147,034		22,539,218
Legg Mason, Inc.		307,870		11,508,181
Nasdaq, Inc.		196,010		13,499,209
				56,857,923
Commercial Banks—7.3%
Associated Banc-Corp.		1,135,480		28,273,452
Glacier Bancorp, Inc.		256,340		8,659,165
Huntington Bancshares, Inc.		1,724,740		22,180,156
KeyCorp		1,156,600		21,096,384
SunTrust Banks, Inc.		437,560		24,857,784
				105,066,941
Consumer Finance—1.2%
Synchrony Financial		629,790		17,508,162
Diversified Financial Services—1.2%
Voya Financial, Inc.		462,930		17,304,323
Insurance—8.8%
Arthur J. Gallagher & Co.		198,680		11,088,331
CNO Financial Group, Inc.		847,690		17,860,828

11        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

	Shares		Value
Insurance (Continued)
Everest Re Group Ltd.		51,810	$	13,041,095
Reinsurance Group of America, Inc., Cl. A		333,530		41,704,591
Validus Holdings Ltd.		513,260		28,373,013
XL Group Ltd.		351,040		14,691,024
				126,758,882
Real Estate Investment Trusts (REITs)—5.4%
Alexandria Real
Estate Equities, Inc.		74,690		8,403,372
CubeSmart		280,730		7,113,698
DCT Industrial Trust, Inc.		206,370		10,434,067
DiamondRock Hospitality Co.		735,710		8,100,167
Digital Realty Trust, Inc.		127,260		14,614,538
Equity LifeStyle Properties, Inc.		84,850		6,865,214
HCP, Inc.		268,520		8,418,102
Highwoods Properties, Inc.		144,590		7,356,739
Invitation Homes, Inc.1		279,790		6,029,475
				77,335,372
Thrifts & Mortgage Finance—1.1%
Radian Group, Inc.		905,210		15,279,945
Health Care—6.3%
Health Care Equipment & Supplies—2.3%
Boston Scientific Corp.1		541,637		14,288,384
Hologic, Inc.1		86,210		3,892,381
Zimmer Biomet Holdings, Inc.		128,770		15,407,331
				33,588,096
Life Sciences Tools & Services—0.9%
Quintiles IMS Holdings, Inc.1		149,491		12,599,102
Pharmaceuticals—3.1%
Indivior plc, Sponsored ADR		932,564		20,441,803
Jazz Pharmaceuticals plc1		150,840		24,025,795
				44,467,598

	Shares		Value
Industrials—16.1%
Aerospace & Defense—3.3%
Esterline Technologies Corp.1		169,080	$	15,462,366
Huntington Ingalls Industries, Inc.		96,290		19,343,698
Orbital ATK, Inc.		124,850		12,360,150
				47,166,214
Air Freight & Couriers—1.0%
XPO Logistics, Inc.1		301,920		14,911,829
Airlines—0.9%
Air Canada1		1,372,443		13,051,933
Building Products—0.6%
JELD-WEN Holding, Inc.1		234,462		7,744,280
Commercial Services & Supplies—0.7%
Deluxe Corp.		131,860		9,482,052
Electrical Equipment—2.6%
Eaton Corp. plc		307,720		23,275,941
Hubbell, Inc., Cl. B		119,080		13,471,520
				36,747,461
Machinery—4.1%
Astec Industries, Inc.		177,950		11,273,132
PACCAR, Inc.		108,750		7,256,887
Parker-Hannifin Corp.		121,350		19,513,080
Pentair plc		125,860		8,119,229
Xylem, Inc.		254,490		13,083,331
				59,245,659
Marine—0.8%
Kirby Corp.1		168,240		11,877,744
Professional Services—0.7%
Nielsen Holdings plc		248,220		10,209,289
Road & Rail—0.6%
Kansas City Southern		94,240		8,488,197
Trading Companies & Distributors—0.8%
HD Supply Holdings, Inc.1		282,210		11,373,063
Information Technology—12.7%
Electronic Equipment, Instruments, & Components—3.2%
Avnet, Inc.		553,930		21,431,552
Dolby Laboratories, Inc., Cl. A		226,220		11,928,580

12        OPPENHEIMER MID CAP VALUE FUND

	Shares		Value
Electronic Equipment, Instruments, & Components (Continued)
Flex Ltd.1		841,550	$	13,010,363
				46,370,495
IT Services—0.7%
First Data Corp., Cl. A1		630,910		9,854,814
Semiconductors & Semiconductor Equipment—3.9%
Lam Research Corp.		173,350		25,109,747
Micron Technology, Inc.1		475,570		13,159,022
Semtech Corp.1		172,040		5,875,166
Skyworks Solutions, Inc.		121,850		12,153,319
				56,297,254
Software—3.5%
Check Point Software Technologies Ltd.1		89,380		9,296,414
Synopsys, Inc.1		402,120		29,636,244
Verint Systems, Inc.1		282,190		11,090,067
				50,022,725
Technology Hardware, Storage & Peripherals—1.4%
Western Digital Corp.		218,950		19,501,877
Materials—7.8%
Chemicals—2.9%
Celanese Corp., Cl. A		93,320		8,122,573
Eastman Chemical Co.		199,710		15,926,872
International Flavors & Fragrances, Inc.		62,340		8,639,701
RPM International, Inc.		183,950		9,668,412
				42,357,558
Construction Materials—0.7%
Eagle Materials, Inc.		103,150		9,899,305
Containers & Packaging—1.4%
Ball Corp.		156,500		12,033,285
WestRock Co.		142,560		7,635,514
				19,668,799
Metals & Mining—1.9%
Goldcorp, Inc.		1,047,260		14,619,749

	Shares		Value
Metals & Mining (Continued)
Steel Dynamics, Inc.		339,940	$	12,285,432
				26,905,181
Paper & Forest Products—0.9%
Louisiana-Pacific Corp.1		524,470		13,499,858
Utilities—6.3%
Electric Utilities—3.1%
ALLETE, Inc.		120,290		8,409,474
Alliant Energy Corp.		261,890		10,297,515
Avangrid, Inc.		108,690		4,728,015
Emera, Inc.		181,351		6,277,305
Entergy Corp.		97,910		7,466,616
Portland General Electric Co.		151,270		6,858,582
				44,037,507
Independent Power and Renewable Electricity Producers—0.5%
AES Corp.		597,430		6,756,933
Multi-Utilities—1.7%
Ameren Corp.		221,410		12,108,913
Avista Corp.		175,390		7,075,232
MDU Resources Group, Inc.		177,070		4,763,183
				23,947,328
Water Utilities—1.0%
American Water Works Co., Inc.		191,860		15,302,754
Total Common Stocks (Cost $1,114,177,822)				1,422,488,459
Investment Company—0.9%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.71%3,4 (Cost $12,870,571)		12,870,571		12,870,571
Total Investments, at Value (Cost $1,127,048,393)		100.1%		1,435,359,030
Net Other Assets (Liabilities)		(0.1)		(754,284)
Net Assets		100.0%	$	1,434,604,746

13        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

3. Rate shown is the 7-day yield at period end.

4. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the reporting period, 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 reporting period in which the issuer was an affiliate are as follows:

	Shares October 31, 2016		Gross Additions		Gross Reductions		Shares April 30, 2017
Oppenheimer Institutional Government Money Market Fund, Cl. E		23,638,621		138,593,089		149,361,139		12,870,571
					Value		Income
Oppenheimer Institutional Government Money Market Fund, Cl. E					$	12,870,571		$                70,074

See accompanying Notes to Financial Statements.

14        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES April 30, 2017 Unaudited

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $1,114,177,822)	$	1,422,488,459
Affiliated companies (cost $12,870,571)		12,870,571
		1,435,359,030
Cash		1,000,028
Receivables and other assets:
Dividends		444,383
Shares of beneficial interest sold		383,405
Other		215,309
Total assets		1,437,402,155
Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		2,137,966
Trustees’ compensation		348,884
Distribution and service plan fees		277,727
Shareholder communications		10,089
Other		22,743
Total liabilities		2,797,409
Net Assets	$	1,434,604,746
Composition of Net Assets
Par value of shares of beneficial interest	$	265,662
Additional paid-in capital		1,139,124,911
Accumulated net investment loss		(2,533,286)
Accumulated net realized loss on investments and foreign currency transactions		(10,563,167)
Net unrealized appreciation on investments and translation of assets and liabilities denominated in foreign currencies		308,310,626
Net Assets	$	1,434,604,746

15        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,009,596,920 and 18,062,169 shares of beneficial interest outstanding)	$55.90
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$59.31
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $7,988,248 and 171,182 shares of beneficial interest outstanding)	$46.67
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $241,539,204 and 5,170,206 shares of beneficial interest outstanding)	$46.72
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $1,213,291 and 21,352 shares of beneficial interest outstanding)	$56.82
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $84,178,691 and 1,569,028 shares of beneficial interest outstanding)	$53.65
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $90,088,392 and 1,572,274 shares of beneficial interest outstanding)	$57.30

See accompanying Notes to Financial Statements.

16        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF OPERATIONS For the Six Months Ended April 30, 2017 Unaudited

Investment Income
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $28,075)	$	9,059,062
Affiliated companies		70,074
Interest		1,670
Total investment income		9,130,806
Expenses
Management fees		4,971,580
Distribution and service plan fees:
Class A		1,231,552
Class B		50,328
Class C		1,213,047
Class R		212,734
Transfer and shareholder servicing agent fees:
Class A		1,110,882
Class B		11,123
Class C		267,610
Class I		152
Class R		94,126
Class Y		83,501
Shareholder communications:
Class A		16,434
Class B		706
Class C		3,314
Class I		7
Class R		527
Class Y		655
Borrowing fees		12,627
Trustees’ compensation		11,612
Custodian fees and expenses		4,286
Other		78,575
Total expenses		9,375,378
Less waivers and reimbursements of expenses		(86,945)
Net expenses		9,288,433
Net Investment Loss		(157,627)

17        OPPENHEIMER MID CAP VALUE FUND

STATEMENT OF OPERATIONS Unaudited / Continued

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in unaffiliated companies	$	55,469,275
Foreign currency transactions		(728)
Net realized gain		55,468,547
Net change in unrealized appreciation/depreciation on:
Investment transactions		121,318,274
Translation of assets and liabilities denominated in foreign currencies		182
Net change in unrealized appreciation/depreciation		121,318,456
Net Increase in Net Assets Resulting from Operations	$	176,629,376

See accompanying Notes to Financial Statements.

18        OPPENHEIMER MID CAP VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Six Months Ended April 30, 2017 (Unaudited)			Year Ended October 31, 2016
Operations
Net investment income (loss)	$	(157,627	)	$	4,892,742
Net realized gain		55,468,547			17,048,341
Net change in unrealized appreciation/depreciation		121,318,456			55,709,332
Net increase in net assets resulting from operations		176,629,376			77,650,415
Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(2,308,926	)		(4,445,239)
Class B		—			(2,657)
Class C		(53,393	)		(92,283)
Class I		(4,093	)		(7,219)
Class R		(105,476	)		(224,750)
Class Y		(256,641	)		(369,015)
		(2,728,529	)		(5,141,163)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(34,312,685	)		(98,528,211)
Class B		(4,744,230	)		(10,024,065)
Class C		(14,626,862	)		(39,228,116)
Class I		143,739			112,173
Class R		(9,370,089	)		(20,417,502)
Class Y		19,946,882			10,169,570
		(42,963,245	)		(157,916,151)
Net Assets
Total increase (decrease)		130,937,602			(85,406,899)
Beginning of period		1,303,667,144			1,389,074,043
End of period (including accumulated net investment income (loss) of $(2,533,286) and $352,870, respectively)	$	1,434,604,746		$	1,303,667,144

See accompanying Notes to Financial Statements.

19        OPPENHEIMER MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS

Class A	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$49.28		$46.44		$46.72		$42.63		$31.33		$30.05
Income (loss) from investment operations:
Net investment income2		0.03		0.24		0.24		0.36		0.24		0.07
Net realized and unrealized gain (loss)		6.71		2.83		(0.29)		4.25		11.09		1.21
Total from investment operations		6.74		3.07		(0.05)		4.61		11.33		1.28
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.12)		(0.23)		(0.23)		(0.52)		(0.03)		0.00
Net asset value, end of period		$55.90		$49.28		$46.44		$46.72		$42.63		$31.33
Total Return, at Net Asset Value3		13.69%		6.62%		(0.13)%		10.91%		36.16%		4.26%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,009,597		$920,277		$966,842		$1,104,252		$1,162,455		$938,427
Average net assets (in thousands)		$1,018,743		$916,503		$1,085,463		$1,151,106		$1,013,781		$1,099,549
Ratios to average net assets:4
Net investment income		0.11%		0.53%		0.49%		0.80%		0.65%		0.24%
Expenses excluding specific expenses listed below		1.18%		1.19%		1.17%		1.18%		1.27%		1.31%
Interest and fees from borrowings		0.00%5		0.00%5		0.00%5		0.00%		0.00%		0.00%
Total expenses6		1.18%		1.19%		1.17%		1.18%		1.27%		1.31%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.17%		1.19%7		1.17%7		1.18%7		1.27%7		1.26%
Portfolio turnover rate		22%		34%		47%		51%		128%		54%

20        OPPENHEIMER MID CAP VALUE FUND

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.18	%
Year Ended October 31, 2016	1.19	%
Year Ended October 30, 2015	1.17	%
Year Ended October 31, 2014	1.18	%
Year Ended October 31, 2013	1.27	%
Year Ended October 31, 2012	1.31	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

21        OPPENHEIMER MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class B	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$41.21		$38.94		$39.29		$35.74		$26.48		$25.60
Income (loss) from investment operations:
Net investment income (loss)2		(0.13)		(0.07)		(0.10)		0.01		(0.08)		(0.15)
Net realized and unrealized gain (loss)		5.59		2.35		(0.25)		3.57		9.34		1.03
Total from investment operations		5.46		2.28		(0.35)		3.58		9.26		0.88
Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		(0.01)		0.00		(0.03)		0.00		0.00
Net asset value, end of period		$46.67		$41.21		$38.94		$39.29		$35.74		$26.48
Total Return, at Net Asset Value3		13.25%		5.85%		(0.89)%		10.03%		34.97%		3.44%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$7,988		$11,360		$20,774		$37,092		$48,927		$53,204
Average net assets (in thousands)		$10,171		$14,935		$29,531		$43,889		$48,518		$67,022
Ratios to average net assets:4
Net investment income (loss)		(0.57)%		(0.18)%		(0.23)%		0.04%		(0.25)%		(0.57)%
Expenses excluding specific expenses listed below		1.94%		1.95%		1.92%		2.01%		2.35%		2.37%
Interest and fees from borrowings		0.00%5		0.00%5		0.00%5		0.00%		0.00%		0.00%
Total expenses6		1.94%		1.95%		1.92%		2.01%		2.35%		2.37%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.93%		1.95%7		1.92%7		1.96%		2.15%		2.09%
Portfolio turnover rate		22%		34%		47%		51%		128%		54%

22        OPPENHEIMER MID CAP VALUE FUND

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.94	%
Year Ended October 31, 2016	1.95	%
Year Ended October 30, 2015	1.92	%
Year Ended October 31, 2014	2.01	%
Year Ended October 31, 2013	2.35	%
Year Ended October 31, 2012	2.37	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

23        OPPENHEIMER MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class C	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$41.26		$39.00		$39.35		$35.83		$26.52		$25.64
Income (loss) from investment operations:
Net investment income (loss)2		(0.14)		(0.09)		(0.11)		0.02		(0.04)		(0.14)
Net realized and unrealized gain (loss)		5.61		2.37		(0.24)		3.59		9.35		1.02
Total from investment operations		5.47		2.28		(0.35)		3.61		9.31		0.88
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.01)		(0.02)		0.00		(0.09)		0.00		0.00
Net asset value, end of period		$46.72		$41.26		$39.00		$39.35		$35.83		$26.52
Total Return, at Net Asset Value3		13.26%		5.84%		(0.87)%		10.05%		35.10%		3.43%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$241,539		$226,455		$253,446		$279,925		$276,676		$234,237
Average net assets (in thousands)		$245,379		$233,067		$278,916		$283,792		$252,028		$258,974
Ratios to average net assets:4
Net investment income (loss)		(0.63)%		(0.23)%		(0.26)%		0.05%		(0.13)%		(0.56)%
Expenses excluding specific expenses listed below		1.93%		1.95%		1.92%		1.93%		2.05%		2.08%
Interest and fees from borrowings		0.00%5		0.00%5		0.00%5		0.00%		0.00%		0.00%
Total expenses6		1.93%		1.95%		1.92%		1.93%		2.05%		2.08%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.92%		1.95%7		1.92%7		1.93%7		2.05%7		2.06%
Portfolio turnover rate		22%		34%		47%		51%		128%		54%

24        OPPENHEIMER MID CAP VALUE FUND

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.93	%
Year Ended October 31, 2016	1.95	%
Year Ended October 30, 2015	1.92	%
Year Ended October 31, 2014	1.93	%
Year Ended October 31, 2013	2.05	%
Year Ended October 31, 2012	2.08	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

25        OPPENHEIMER MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class I	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Period Ended October 31, 20122
Per Share Operating Data
Net asset value, beginning of period		$50.10		$47.20		$47.49		$43.64		$31.88		$32.90
Income (loss) from investment operations:
Net investment income3		0.14		0.44		0.43		0.47		0.49		0.21
Net realized and unrealized gain (loss)		6.82		2.89		(0.27)		4.42		11.27		(1.23)
Total from investment operations		6.96		3.33		0.16		4.89		11.76		(1.02)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.24)		(0.43)		(0.45)		(1.04)		0.00		0.00
Net asset value, end of period		$56.82		$50.10		$47.20		$47.49		$43.64		$31.88
Total Return, at Net Asset Value4		13.90%		7.10%		0.31%		11.36%		36.85%		(3.07)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,213		$950		$788		$427		$95		$10
Average net assets (in thousands)		$1,022		$803		$621		$178		$35		$422
Ratios to average net assets:5
Net investment income		0.50%		0.93%		0.88%		1.02%		1.23%		0.99%
Expenses excluding specific expenses listed below		0.74%		0.76%		0.73%		0.76%		0.77%		0.74%
Interest and fees from borrowings		0.00%6		0.00%6		0.00%6		0.00%		0.00%		0.00%
Total expenses7		0.74%		0.76%		0.73%		0.76%		0.77%		0.74%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.74%8		0.76%8		0.73%8		0.76%8		0.77%8		0.74%8
Portfolio turnover rate		22%		34%		47%		51%		128%		54%

26        OPPENHEIMER MID CAP VALUE FUND

1. Represents the last business day of the Fund’s reporting period.

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

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

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

5. Annualized for periods less than one full year.

6. Less than 0.005%.

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

Six Months Ended April 30, 2017	0.74	%
Year Ended October 31, 2016	0.76	%
Year Ended October 30, 2015	0.73	%
Year Ended October 31, 2014	0.76	%
Year Ended October 31, 2013	0.77	%
Period Ended October 31, 2012	0.74	%

8. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

27        OPPENHEIMER MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class R	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$47.31		$44.59		$44.88		$40.87		$30.09		$28.94
Income (loss) from investment operations:
Net investment income (loss)2		(0.03)		0.13		0.12		0.23		0.14		(0.02)
Net realized and unrealized gain (loss)		6.43		2.71		(0.30)		4.09		10.64		1.17
Total from investment operations		6.40		2.84		(0.18)		4.32		10.78		1.15
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.06)		(0.12)		(0.11)		(0.31)		0.00		0.00
Net asset value, end of period		$53.65		$47.31		$44.59		$44.88		$40.87		$30.09
Total Return, at Net Asset Value3		13.53%		6.38%		(0.38)%		10.61%		35.79%		3.97%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$84,179		$82,661		$97,983		$125,703		$130,267		$132,365
Average net assets (in thousands)		$86,274		$85,721		$114,811		$129,580		$129,674		$154,101
Ratios to average net assets:4
Net investment income (loss)		(0.12)%		0.28%		0.25%		0.53%		0.39%		(0.05)%
Expenses excluding specific expenses listed below		1.43%		1.45%		1.42%		1.45%		1.53%		1.59%
Interest and fees from borrowings		0.00%5		0.00%5		0.00%5		0.00%		0.00%		0.00%
Total expenses6		1.43%		1.45%		1.42%		1.45%		1.53%		1.59%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.42%		1.45%7		1.42%7		1.45%7		1.53%7		1.55%
Portfolio turnover rate		22%		34%		47%		51%		128%		54%

28        OPPENHEIMER MID CAP VALUE FUND

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	1.43	%
Year Ended October 31, 2016	1.45	%
Year Ended October 30, 2015	1.42	%
Year Ended October 31, 2014	1.45	%
Year Ended October 31, 2013	1.53	%
Year Ended October 31, 2012	1.59	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

29        OPPENHEIMER MID CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued

Class Y	Six Months Ended April 30, 2017		Year Ended October 31, 2016		Year Ended October 30, 20151		Year Ended October 31, 2014		Year Ended October 31, 2013		Year Ended October 31, 2012
Per Share Operating Data
Net asset value, beginning of period		$50.52		$47.59		$47.88		$43.81		$32.20		$30.78
Income (loss) from investment operations:
Net investment income2		0.09		0.36		0.36		0.52		0.34		0.19
Net realized and unrealized gain (loss)		6.88		2.91		(0.30)		4.37		11.40		1.23
Total from investment operations		6.97		3.27		0.06		4.89		11.74		1.42
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.19)		(0.34)		(0.35)		(0.82)		(0.13)		0.00
Net asset value, end of period		$57.30		$50.52		$47.59		$47.88		$43.81		$32.20
Total Return, at Net Asset Value3		13.80%		6.92%		0.12%		11.30%		36.55%		4.62%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$90,089		$61,964		$49,241		$50,323		$49,589		$63,259
Average net assets (in thousands)		$76,712		$49,957		$51,876		$50,290		$50,572		$85,178
Ratios to average net assets:4
Net investment income		0.31%		0.74%		0.73%		1.13%		0.91%		0.60%
Expenses excluding specific expenses listed below		0.93%		0.95%		0.92%		0.84%		0.98%		0.92%
Interest and fees from borrowings		0.00%5		0.00%5		0.00%5		0.00%		0.00%		0.00%
Total expenses6		0.93%		0.95%		0.92%		0.84%		0.98%		0.92%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.92%		0.95%7		0.92%7		0.83%		0.98%7		0.92%7
Portfolio turnover rate		22%		34%		47%		51%		128%		54%

30        OPPENHEIMER MID CAP VALUE FUND

1. 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. Less than 0.005%.

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

Six Months Ended April 30, 2017	0.93	%
Year Ended October 31, 2016	0.95	%
Year Ended October 30, 2015	0.92	%
Year Ended October 31, 2014	0.84	%
Year Ended October 31, 2013	0.98	%
Year Ended October 31, 2012	0.92	%

7. Waiver was less than 0.005%.

See accompanying Notes to Financial Statements.

31        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS April 30, 2017 Unaudited

1. Organization

Oppenheimer 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 are 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, continue to be subject to a CDSC after the shares were renamed. Purchases of Class R shares occurring on or after July 1, 2014, are not 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 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 followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

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

Foreign Currency Translation. The books and records of the Fund are maintained in U.S. dollars. Any foreign currency amounts are translated into U.S. dollars on the following basis:

(1) Value of investment securities, other assets and liabilities — at the exchange rates prevailing at Market Close as described in Note 3.

32        OPPENHEIMER MID CAP VALUE FUND

2. Significant Accounting Policies (Continued)

(2) Purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.

Although the net assets and the values are presented at the foreign exchange rates at Market Close, the Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses from investments shown in the Statement of Operations.

For securities, which are subject to foreign withholding tax upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding tax reclaims recorded on Fund’s books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities, resulting from changes in the exchange rate.

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

Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, which are determined in accordance with income tax regulations and may differ from U.S. GAAP, 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 or at other times as deemed necessary by the Manager.

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

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the securities received. Withholding taxes on foreign dividends, if any, and capital gains taxes on foreign investments, if any, have been provided for in accordance with the Fund’s understanding of the applicable tax rules and regulations. 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.

Return of Capital Estimates. Distributions received from the Fund’s investments in

33        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

Master Limited Partnerships (MLPs) and Real Estate Investments Trusts (REITs), generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates. Such estimates are based on historical information available from each MLP, REIT and other industry sources. These estimates may subsequently be revised based on information received from MLPs and REITs after their tax reporting periods are concluded.

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, based on the negative rolling average balance at an average 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.

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 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 remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended October 31, 2016, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

During the fiscal year ended October 31, 2016, the Fund utilized $15,695,567 of capital loss carryforward to offset capital gains realized in that fiscal year. Details of the fiscal year ended October 31, 2016 capital loss carryforwards are included in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

34        OPPENHEIMER MID CAP VALUE FUND

2. Significant Accounting Policies (Continued)

Expiring
2017	$	64,627,129

At period end, it is estimated that the capital loss carryforwards would be $9,158,582 expiring by 2017. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the reporting period, it is estimated that the Fund will utilize $55,468,547 of capital loss carryforward to offset realized capital gains.

Net investment income (loss) and net realized gain (loss) may differ for financial statement and tax purposes. The character of dividends and distributions made during the fiscal year from net investment income or net realized gains are determined in accordance with federal income tax requirements, which may differ from the character of net investment income or net realized gains presented in those financial statements in accordance with U.S. GAAP. Also, due to timing of dividends and distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes at period end 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	$	1,128,323,291
Gross unrealized appreciation	$	331,214,661
Gross unrealized depreciation		(24,178,933)
Net unrealized appreciation	$	307,035,728

Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP 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.

Recent Accounting Pronouncement. In October 2016, the Securities and Exchange Commission (“SEC”) adopted amendments to rules under the Investment Company Act of 1940 (“final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. The final rules amend Regulation S-X and require funds to provide standardized, enhanced derivative disclosure in fund financial statements in a format designed for individual investors. The amendments to Regulation S-X also update the disclosures for other investments and investments in, and advances to affiliates and amend the rules regarding the general form and content of fund financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. OFI Global is currently

35        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

evaluating the amendments and their impact, if any, on the Fund’s financial statements.

3. Securities Valuation

The Fund calculates the net asset value of its shares as of 4:00 P.M. Eastern time, on each day the New York Stock Exchange (the “Exchange”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net asset value of the shares as of the scheduled early closing time of the Exchange.

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 primarily using unadjusted quoted market prices, when available, as supplied by third party pricing services or broker-dealers.

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

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

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, short-term notes, 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. Standard inputs generally considered by third-party pricing vendors include reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors.

Securities for which market quotations are not readily available or a significant event has

36        OPPENHEIMER MID CAP VALUE FUND

3. Securities Valuation (Continued)

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. Those standardized fair valuation methodologies include, but are not limited to, valuing securities at the last sale price or initially at cost and subsequently adjusting the value based on: changes in company specific fundamentals, changes in an appropriate securities index, or changes in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

Classifications

Each investment asset or liability of the Fund is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Various data inputs may be used in determining the value of each of the Fund’s investments as of the reporting period end.

These data inputs are categorized in the following hierarchy under applicable financial accounting standards:

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

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

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

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

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are measured using net asset value and are classified as Level 2 in the fair value hierarchy.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities at period end based on valuation input level:

37        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

					Level 3—
	Level 1—		Level 2—		Significant
	Unadjusted		Other Significant		Unobservable
	Quoted Prices		Observable Inputs		Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	135,939,666	$	—	$	—	$	135,939,666
Consumer Staples		75,174,574		—		—		75,174,574
Energy		89,887,766		—		—		89,887,766
Financials		416,111,548		—		—		416,111,548
Health Care		90,654,796		—		—		90,654,796
Industrials		230,297,721		—		—		230,297,721
Information Technology		182,047,165		—		—		182,047,165
Materials		112,330,701		—		—		112,330,701
Utilities		90,044,522		—		—		90,044,522
Investment Company		12,870,571		—		—		12,870,571
Total Assets	$	1,435,359,030	$	—	$	—	$	1,435,359,030

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

4. Investments and Risks

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are open-end management investment companies registered under the 1940 Act, as amended. The Manager is the investment adviser of, and the Sub-Adviser provides investment and related advisory services to, the Affiliated Funds. When applicable, the Fund’s investments in Affiliated Funds are included in the Statement of Investments. Shares of Affiliated Funds are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of the Affiliated 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 Affiliated Funds.

Each of the Affiliated Funds in which the Fund invests 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 Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

Investments in Money Market Instruments. The Fund is permitted to invest its free cash balances in money market instruments to provide liquidity or for defensive purposes. The Fund may invest in money market instruments by investing in Class E shares of Oppenheimer Institutional Government Money Market Fund (“IGMMF”) which is an Affiliated Fund. IGMMF

38        OPPENHEIMER MID CAP VALUE FUND

4. Investments and Risks (Continued)

is regulated as a money market fund under the 1940 Act, as amended. The Fund may also invest in money market instruments directly or in other affiliated or unaffiliated money market funds.

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

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

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

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various 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 of debt to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield debt securities are subject to credit risk to a greater extent than lower-yield, higher-quality securities.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to

39        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

5. Market Risk Factors (Continued)

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.

6. Shares of Beneficial Interest

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

	Six Months Ended April 30, 2017						Year Ended October 31, 2016
	Shares			Amount			Shares			Amount
Class A
Sold		1,411,738		$	76,607,833			1,851,803		$	86,644,637
Dividends and/or distributions reinvested		39,935			2,192,009			89,358			4,213,612
Redeemed		(2,062,688	)		(113,112,527	)		(4,088,581	)		(189,386,460)
Net decrease		(611,015	)	$	(34,312,685	)		(2,147,420	)	$	(98,528,211)
Class B
Sold		14,427		$	650,900			10,608		$	420,083
Dividends and/or distributions reinvested		—			—			66			2,602
Redeemed		(118,913	)		(5,395,130	)		(268,433	)		(10,446,750)
Net decrease		(104,486	)	$	(4,744,230	)		(257,759	)	$	(10,024,065)
Class C
Sold		445,048		$	20,329,026			474,878		$	18,404,532
Dividends and/or distributions reinvested		1,034			47,576			2,043			81,782
Redeemed		(764,250	)		(35,003,464	)		(1,487,283	)		(57,714,430)
Net decrease		(318,168	)	$	(14,626,862	)		(1,010,362	)	$	(39,228,116)

40        OPPENHEIMER MID CAP VALUE FUND

6. Shares of Beneficial Interest (Continued)

	Six Months Ended April 30, 2017						Year Ended October 31, 2016
	Shares			Amount			Shares			Amount
Class I
Sold		8,390		$	464,550			4,994		$	239,851
Dividends and/or distributions reinvested		72			4,021			148			7,088
Redeemed		(6,081	)		(324,832	)		(2,869	)		(134,766)
Net increase		2,381		$	143,739			2,273		$	112,173
Class R
Sold		187,755		$	9,873,139			291,716		$	12,963,141
Dividends and/or distributions reinvested		1,807			95,215			4,454			203,088
Redeemed		(367,695	)		(19,338,443	)		(746,286	)		(33,583,731)
Net decrease		(178,133	)	$	(9,370,089	)		(450,116	)	$	(20,417,502)
Class Y
Sold		542,811		$	31,005,640			549,994		$	27,281,166
Dividends and/or distributions reinvested		3,793			213,369			6,580			318,941
Redeemed		(200,928	)		(11,272,127	)		(364,634	)		(17,430,537)
Net increase		345,676		$	19,946,882			191,940		$	10,169,570

7. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IGMMF, for the reporting period were as follows:

	Purchases		Sales
Investment securities	$	300,498,218	$	333,588,968

8. 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 billion	0.58
Over $6 billion	0.56

The Fund’s effective management fee for the reporting period was 0.70% 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

41        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Fees and Other Transactions with Affiliates (Continued)

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 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 reporting period, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:

Projected Benefit Obligations Increased	$	—
Payments Made to Retired Trustees		56,098
Accumulated Liability as of April 30, 2017		192,585

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 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

42        OPPENHEIMER MID CAP VALUE FUND

8. Fees and Other Transactions with Affiliates (Continued)

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 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 votes annually to approve their 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.

Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor
April 30, 2017		$134,184		$476		$4,132		$6,571		$—

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 IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $14,959 for IGMMF management fees. This fee waiver and/ or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

43        OPPENHEIMER MID CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Fees and Other Transactions with Affiliates (Continued)

Effective January 1, 2017, the Transfer Agent has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to 0.015% of average annual net assets for Classes A, B, C, R and Y.

During the reporting period, the Transfer Agent waived fees and/or reimbursed the Fund for transfer agent and shareholder servicing agent fees as follows:

Class A	$	51,023
Class B		477
Class C		12,228
Class R		4,241
Class Y		4,017

This fee waiver and/or reimbursement may be terminated at any time.

9. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.3 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

44        OPPENHEIMER MID CAP VALUE FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

The Fund has adopted Portfolio Proxy Voting Policies and Guidelines 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 Guidelines 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.

45        OPPENHEIMER MID CAP VALUE FUND

DISTRIBUTION SOURCES Unaudited

For any distribution that took place over the last six months of Fund’s reporting period, the table below details on a per-share basis the percentage of the Fund’s total distribution payment amount that was derived from the following sources: net income, net profit from the sale of securities, and other capital sources. Other capital sources represent a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Fund’s investment performance and should not be confused with “yield” or “income.” You should not draw any conclusions about each Fund’s investment performance from the amounts of these distributions. This information is based upon income and capital gains using generally accepted accounting principles as of the date of each distribution. Because the Fund is actively managed, the relative amount of the Fund’s total distributions derived from various sources over the calendar year may change. Please note that this information should not be used for tax reporting purposes as the tax character of distributable income may differ from the amounts used for this notification. You will receive IRS tax forms in the first quarter of each calendar year detailing the actual amount of the taxable and non-taxable portion of distributions paid to you during the tax year.

For the most current information, please go to oppenheimerfunds.com. Select your Fund, then the ’Detailed’ tab; where ‘Dividends’ are shown, the Fund’s latest pay date will be followed by the sources of any distribution, updated daily.

Fund Name	Pay Date		Net Income		Net Profit from Sale		Other Capital Sources
Oppenheimer Mid Cap Value Fund		12/9/16		63.6%		0.0%		36.4%
Oppenheimer Mid Cap Value Fund		3/21/17		0.00%		59.5%		40.5%

46        OPPENHEIMER MID CAP VALUE FUND

OPPENHEIMER MID CAP VALUE FUND

Trustees and Officers	Brian F. Wruble, Chairman of the Board of Trustees and Trustee
	Beth Ann Brown, Trustee
	Edmund P. Giambastiani, Jr., Trustee
	Elizabeth Krentzman, Trustee
	Mary F. Miller, Trustee
	Joel W. Motley, Trustee
	Joanne Pace, Trustee
	Daniel Vandivort, Trustee
	Laton Spahr, President
	Eric Hewitt, Vice President
	Arthur P. Steinmetz, Trustee, President and Principal Executive Officer
	Cynthia Lo Bessette, Secretary and Chief Legal Officer
	Jennifer Foxson, Vice President and Chief Business Officer
	Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer
	Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer
Manager	OFI Global Asset Management, Inc.
Sub-Adviser	OppenheimerFunds, Inc.
Distributor	OppenheimerFunds Distributor, Inc.
Transfer and Shareholder	OFI Global Asset Management, Inc.
Servicing Agent
Sub-Transfer Agent	Shareholder Services, Inc. DBA OppenheimerFunds Services
Independent Registered Public Accounting Firm	KPMG LLP
Legal Counsel	Kramer Levin Naftalis & Frankel LLP
	The financial statements included herein have been taken from the records of the Fund without examination of those records by the independent registered public accounting firm.

© 2017 OppenheimerFunds, Inc. All Rights reserved.

47        OPPENHEIMER 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^SM our electronic document delivery service

● Your transactions with us, our affiliates or others

● Technologies on our website, including: “cookies” and web beacons, which are used to collect data on the pages you visit and the features you use.

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 educational material that may be of interest to you. If this requires us to provide you with an opportunity to “opt in” or “opt out” of such information sharing with a firm not affiliated with us, you will receive notification on how to do so, before any such sharing takes place.

Right of Refusal

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

48        OPPENHEIMER 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.

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

● 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, safeguard that information. 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 2016. 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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	Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.
Visit Us
oppenheimerfunds.com
Call Us
800 225 5677 Follow Us	Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2017 OppenheimerFunds Distributor, Inc. All rights reserved. RS0251.001.0417 June 23, 2017

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 4/30/2017, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time

periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12. Exhibits.

(a) (1) Not applicable to semiannual reports.

(2) Exhibits attached hereto.

(3) Not applicable.

(b) Exhibit attached hereto.

SIGNATURES

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

Oppenheimer Quest for Value Funds

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	6/16/2017

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

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	6/16/2017

By:	/s/ Brian S. Petersen
	Brian S. Petersen
	Principal Financial Officer
Date:	6/16/2017