Oppenheimer Portfolio Series

Mark Hamilton

Portfolio Manager

Dokyoung Lee¹

Portfolio Manager

Mark Hamilton

Portfolio Manager

Dokyoung Lee¹

Portfolio Manager

1. Dokyoung Lee became a Portfolio

Manager in May 2014.

N-CSR 1 d886772dncsr.htm OPPENHEIMER PORTFOLIO SERIES Oppenheimer Portfolio Series

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 811-21686

Oppenheimer Portfolio Series

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Arthur S. Gabinet

OFI Global Asset Management, Inc.

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

(Name and address of agent for service)

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

Date of fiscal year end: January 31

Date of reporting period: 1/30/2015

Item 1.

Reports to Stockholders.

LOGO

Table of Contents


Fund Performance Discussion			3

Top Holdings and Allocations			8

Fund Expenses			11

Statement of Investments			13

Statement of Assets and Liabilities			16

Statement of Operations			18

Statements of Changes in Net Assets			20

Financial Highlights			21

Notes to Financial Statements			26

Report of Independent Registered Public Accounting Firm			37

Federal Income Tax Information			38

Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements			39

Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments			42

Trustees and Officers			43

Privacy Policy Notice			51

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 1/30/15*


	Class A Shares of the Fund
	Without Sales Charge			With Sales Charge			Barclays U.S. Aggregate Bond Index			S&P 500 Index
1-Year		5.54	%		-0.53	%		6.61	%		14.22	%
5-Year		6.54			5.29			4.57			15.60
Since Inception (4/5/05)		1.88			1.27			5.05			7.71

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements. Index returns are calculated through January 31, 2015.

2 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

Fund Performance Discussion¹

During the reporting period, the Fund’s Class A shares (without sales charge) produced a total return of 5.54%. On a relative basis, the Fund underperformed the Barclays U.S. Aggregate Bond Index and the S&P 500 Index, which returned 6.61% and 14.22%, respectively.

MARKET OVERVIEW

In 2014, the U.S. Federal Reserve (the “Fed”) began reducing its monthly purchases of U.S. government Treasuries and mortgage-backed securities (“MBS”) in steady $10 billion increments, and completed the process at the end of October, thereby ending the quantitative easing (“QE”) program’s purchases. Tapering the QE program in increments helped reduce market volatility and enabled investors to prepare for a post-QE market environment. Although growth in the U.S. softened for the first quarter, partially attributed to cold weather effects across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at

4.6% and 5.0%, respectively. According to estimates as of the reporting period’s end, GDP in the fourth quarter slowed with an increase of 2.2%.

While economic growth in the U.S. remained largely on track, it slowed in other areas, including Europe, and parts of both Latin America and Asia Pacific. Interest rates in core Europe dropped significantly, and turned negative in many cases. The U.S. dollar rallied strongly against most currencies, but especially the Russian ruble, Brazilian real, the euro, and Japanese yen. In many cases, the large move in currencies represented buying of the U.S. dollar due to a positive

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

LOGO

1. The Fund is invested in Class I shares of all underlying funds discussed in this Fund Performance Discussion, except for Oppenheimer Master Inflation Protected Securities Fund, LLC and Oppenheimer Master Loan Fund, LLC, which do not offer Class I shares.

3 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

U.S. economic outlook compared to weakening growth prospects elsewhere, in addition to anticipated higher rates in the U.S. The euro was challenged by persistent weakness in Europe and elevated concerns about deflation. Other nations faced headwinds as well. Japan’s economy remained moribund and falling commodity prices pressured natural resource exporters such as Brazil, Russia and Australia. Russia was also under pressure due to sanctions related to hostilities in eastern Ukraine and Crimea, and the precipitous drop in oil prices. Even countries with positive economic fundamentals saw their currencies drop versus the dollar.

FUND REVIEW

Against this backdrop, our allocation to domestic equity underlying funds produced the strongest contribution to the Fund’s return. The largest underlying domestic equity holdings of the Fund were Oppenheimer Value Fund and Oppenheimer Capital Appreciation Fund. The Fund also had allocations to Oppenheimer Main Street Mid Cap Fund and Oppenheimer Main Street Small Cap Fund. All of these underlying funds produced positive absolute performance, but Oppenheimer Capital Appreciation Fund was the top performer as large-cap U.S. growth stocks generally outperformed large-cap U.S. value stocks, as well as mid-cap and small-cap stocks. Oppenheimer Capital Appreciation Fund received its best results

from holdings in the information technology and health care sectors. Relative to its benchmarks, this underlying fund outperformed the S&P 500 Index and the Russell 1000 Growth Index. Oppenheimer Value Fund also experienced its strongest contribution to performance from the information technology and health care sectors. This underlying fund underperformed the S&P 500 Index and the Russell 1000 Value Index, due largely to weaker relative stock selection in the financials sector. Oppenheimer Main Street Mid Cap Fund underperformed its benchmark, the Russell Midcap Index. Its performance was driven by holdings in the information technology and health care sectors, with relative underperformance in the financials sector. Oppenheimer Main Street Small Cap Fund outperformed its benchmark, the Russell 2000 Index. This underlying fund’s performance was driven by holdings in the industrials and financials sectors.

The Fund had a smaller investment in foreign equity funds, which was the largest detractor from absolute performance this period, as equities outside of the U.S. experienced volatility. The Fund’s largest foreign equity underlying funds at period end were Oppenheimer International Growth Fund and Oppenheimer International Value Fund. Both underlying funds produced negative returns this reporting period, and underperformed their benchmark, the MSCI All Country World

4 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

ex-U.S. Index. The performance of these underlying funds was negatively impacted by their exposure to certain European stocks. The Fund also had smaller allocations to Oppenheimer Developing Markets Fund and Oppenheimer International Small Company Fund. Oppenheimer Developing Markets Fund produced a positive total return but underperformed its benchmark, the MSCI Emerging Markets Index. This underlying fund received strong contributions to return from the financials and information technology sectors, but investments in the United Kingdom and Russia drove its underperformance. Oppenheimer International Small Company Fund produced a positive return and outperformed the negative return of its benchmark, the MSCI All Country World Ex U.S. Small Cap Net Index. Investments in the health care, information technology and materials sectors drove this underlying fund’s performance.

The Fund’s fixed-income underlying funds produced a positive contribution to return this reporting period. The Fund’s largest underlying fixed-income holding, Oppenheimer Core Bond Fund, was the strongest performer. This underlying fund continued to favor corporate bonds, mortgages and other securitized products over government bonds this reporting period, which benefited performance as these investments outperformed U.S. Treasuries. Relative to its benchmarks, this underlying

fund outperformed the Barclays U.S. Aggregate Bond Index and the Citigroup Broad Investment Grade Bond Index, but underperformed the Barclays Credit Index.

The Fund’s next largest underlying fixed-income funds were Oppenheimer Limited-Term Government Fund, Oppenheimer International Bond Fund and Oppenheimer Master Loan Fund, LLC. Oppenheimer Limited-Term Government Fund produced a muted return during the reporting period, as U.S. Government bonds lagged higher-yielding fixed-income sectors and equities. An allocation to mortgage-backed securities benefited this underlying fund during the reporting period. Relative to its benchmarks, this underlying fund outperformed the Barclays U.S. 1-3 Year Government Bond Index, but underperformed the Barclays U.S. Government Bond Index.

Oppenheimer International Bond Fund produced a positive return this reporting period. This underlying fund outperformed its Reference Index, which is a customized weighted index comprised of 50% of the Citigroup Non-U.S. Dollar World Government Bond Index, 30% of the J.P. Morgan Government Bond Index and 20% of the J.P. Morgan Emerging Markets Bond Index. This underlying fund’s lower than typical foreign currency exposure helped performance as the U.S. dollar strengthened against most other currencies. In addition, this underlying fund’s

5 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

underweights in the Japanese yen and the euro were beneficial, as was its overweight to international credit exposure, especially in high grade emerging market sovereign and high yield European credit. The underlying fund’s overall short duration exposure detracted from performance as rates declined in most developed countries. Its underweight duration positions in Europe detracted the most.

Oppenheimer Master Loan Fund, LLC, which invests primarily in senior loans, produced a modest positive return and underperformed its benchmark, the J.P. Morgan Leveraged Loan Index. This underlying fund’s relative underperformance stemmed from the energy sector, as a result of the sudden and precipitous drop in oil prices.

The Fund’s allocation to underlying alternative funds had a positive effect on performance this period. The Fund’s largest positions within alternatives were Oppenheimer Master Inflation Protected Securities Fund, LLC and Oppenheimer Global Multi Strategies Fund. Oppenheimer Master Inflation Protected Securities Fund, LLC, invests primarily in Treasury Inflation Protected Securities (TIPS), whose performance is closely correlated to U.S. inflation rates. This underlying fund produced positive performance, but underperformed its benchmark, the Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index.

Oppenheimer Global Multi Strategies Fund seeks to offer the benefit of four major alternative strategy categories: Global Macro, Equity Market Neutral, Fixed-Income Alternatives and Volatility. It produced a positive return, with contributions from three of its four major alternative strategy categories, Equity Market Neutral, Global Macro and Fixed Income Alternatives. Relative to its benchmark, this underlying fund outperformed the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index as absolute return strategies generally outpaced short-term U.S. Government securities. The Fund also had exposure to Oppenheimer Real Estate Fund, Oppenheimer Gold & Special Minerals Fund and Oppenheimer Commodity Strategy Total Return Fund. Oppenheimer Real Estate Fund produced positive performance in an environment of solid real estate fundamentals that were supported both by macroeconomic factors and the capital markets. Relative to its benchmark, the Fund outperformed the FTSE/NAREIT Equity REIT Index. Oppenheimer Gold & Special Minerals Fund produced negative returns as the stocks of most gold producers fell sharply in response to plummeting commodity prices in an environment of sluggish global economic growth and intensifying geopolitical tensions. Oppenheimer Commodity Strategy Total Return Fund experienced declines for the same reason, with energy in particular falling over the second half of 2014. Oppenheimer

6 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

Gold & Special Minerals Fund underperformed its benchmark, the MSCI World Index, but performed more in line with other gold and special minerals stocks within the Philadelphia Gold & Silver Index. Oppenheimer Commodity Strategy Total Return Fund underperformed the Bloomberg Commodity Index for the reporting period.

7 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

Top Holdings and Allocations*

ASSET CLASS ALLOCATION


Domestic Fixed Income Funds		43.0%
Domestic Equity Funds		21.7
Alternative Funds		18.8
Foreign Fixed income Funds		11.0
Foreign Equity Funds		4.3
Money Market Fund		1.2

Portfolio holdings and allocations are subject to change. Percentages are as of January 30, 2015, and are based on the total market value of investments.

TOP TEN HOLDINGS


Oppenheimer Core Bond Fund, Cl. I		26.4%
Oppenheimer Limited-Term Government Fund, Cl. I		11.7
Oppenheimer International Bond Fund, Cl. I		10.9
Oppenheimer Value Fund, Cl. I		9.3
Oppenheimer Capital Appreciation Fund, Cl. I		9.2
Oppenheimer Master Inflation Protected Securities Fund, LLC		7.6
Oppenheimer Master Loan Fund, LLC		4.9
Oppenheimer Global Multi Strategies Fund, Cl. I		4.8
Oppenheimer Real Estate Fund, Cl. I		3.3
Oppenheimer Main Street Mid Cap Fund, Cl. I		1.7

Portfolio holdings and allocations are subject to change. Percentages are as of January 30, 2015, and are based on net assets. For more current Top 10 Fund holdings, please visit oppenheimerfunds.com.

* January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements.

8 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 1/30/15


	Inception Date	1-Year	5-Year	Since Inception
Class A (OACIX)	4/5/05	5.54%	6.54%	1.88%
Class B (OBCIX)	4/5/05	4.78%	5.66%	1.35%
Class C (OCCIX)	4/5/05	4.83%	5.72%	1.08%
Class R (ONCIX)	4/5/05	5.28%	6.23%	1.58%
Class Y (OYCIX)	4/5/05	5.85%	6.85%	2.19%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 1/30/15


	Inception Date	1-Year	5-Year	Since Inception
Class A (OACIX)	4/5/05	-0.53%	5.29%	1.27%
Class B (OBCIX)	4/5/05	-0.22%	5.34%	1.35%
Class C (OCCIX)	4/5/05	3.83%	5.72%	1.08%
Class R (ONCIX)	4/5/05	4.28%	6.23%	1.58%
Class Y (OYCIX)	4/5/05	5.85%	6.85%	2.19%

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. Prior to 7/1/14, Class R shares were named Class N shares. Beginning 7/1/14, new purchases of Class R shares will no longer be subject to a CDSC upon redemption (any CDSC will remain in effect for purchases prior to 7/1/14). There is no sales charge for Class Y shares. Because Class B shares convert to Class A shares 72 months after purchase, the 10-year return for Class B shares uses Class A performance for the period after conversion.

The Fund’s performance is compared to the performance of the S&P 500 Index and the Barclays U.S. Aggregate Bond Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The Barclays U.S. Aggregate Bond Index is an index of U.S. Government and corporate bonds. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

9 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

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.

10 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended January 30, 2015.

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 January 30, 2015” 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.

11 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Actual	Beginning Account Value August 1, 2014		Ending Account Value January 30, 2015		Expenses Paid During 6 Months Ended January 30, 2015
Class A	$	1,000.00	$	1,010.30	$	2.17
Class B		1,000.00		1,006.10		6.05
Class C		1,000.00		1,006.30		6.00
Class R		1,000.00		1,008.80		3.48
Class Y		1,000.00		1,012.40		0.91

Hypothetical
(5% return before expenses)
Class A		1,000.00		1,022.91		2.18
Class B		1,000.00		1,019.05		6.09
Class C		1,000.00		1,019.10		6.04
Class R		1,000.00		1,021.61		3.50
Class Y		1,000.00		1,024.17		0.91

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 183/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended January 30, 2015 are as follows:


Class	Expense Ratios
Class A		0.43	%
Class B		1.20
Class C		1.19
Class R		0.69
Class Y		0.18

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

12 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

STATEMENT OF INVESTMENTS January 30, 2015*


	Shares			Value

Investment Company—99.9%¹

Alternative Funds—18.8%
Oppenheimer Commodity Strategy Total Return Fund, Cl. I²		4,278,585		$	9,584,030
Oppenheimer Global Multi Strategies Fund, Cl. I		1,096,904			29,188,612
Oppenheimer Gold & Special Minerals Fund, Cl. I		615,046			9,194,931
Oppenheimer Master Inflation Protected Securities Fund, LLC		3,880,956			46,344,017
Oppenheimer Real Estate Fund, Cl. I		648,355			19,891,527

					114,203,117

Domestic Equity Funds—21.7%
Oppenheimer Capital Appreciation Fund, Cl. I		896,582			55,534,294
Oppenheimer Main Street Mid Cap Fund, Cl. I		342,765			10,430,350
Oppenheimer Main Street Small Cap Fund, Cl. I		744,755			9,175,382
Oppenheimer Value Fund, Cl. I		1,810,054			56,745,206

					131,885,232

Domestic Fixed Income Funds—43.0%
Oppenheimer Core Bond Fund, Cl. I		22,803,520			160,308,748
Oppenheimer Limited-Term Government Fund, Cl. I		7,845,350			71,235,778
Oppenheimer Master Loan Fund, LLC		2,058,790			29,701,281

					261,245,807

Foreign Equity Funds—4.3%
Oppenheimer Developing Markets Fund, Cl. I		119,453			4,136,659
Oppenheimer International Growth Fund, Cl. I		290,448			10,197,633
Oppenheimer International Small Company Fund, Cl. I		83,709			2,727,255
Oppenheimer International Value Fund, Cl. I		515,257			8,929,410

					25,990,957

Foreign Fixed Income Funds—10.9%
Oppenheimer International Bond Fund, Cl. I		11,160,100			66,402,594

Money Market Funds—1.2%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%³		7,406,062			7,406,062

Total Investments, at Value (Cost $554,013,997)		99.9	%		607,133,769
Net Other Assets (Liabilities)		0.1			586,054

Net Assets		100.0	%	$	607,719,823

13 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments

*January 30, 2015, represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

1. Is or was an affiliate, as defined in the Investment Company Act of 1940, as amended, at or during the period ended January 30, 2015, by virtue of the Fund owning at least 5% of the voting securities of the issuer or as a result of the Fund and the issuer having the same investment adviser. Transactions during the period in which the issuer was an affiliate are as follows:


	Shares January 31, 2014		Gross Additions		Gross Reductions		Shares January 30, 2015
Oppenheimer Capital Appreciation Fund, Cl. I		836,423		189,571		129,412		896,582
Oppenheimer Commodity Strategy Total Return Fund, Cl. I		3,900,433		683,305		305,153		4,278,585
Oppenheimer Core Bond Fund, Cl. I		20,779,782		3,443,067		1,419,329		22,803,520
Oppenheimer Currency Opportunities, Cl. I^a		703,120		122,459		825,579		—
Oppenheimer Developing Markets Fund, Cl. I		111,683		15,261		7,491		119,453
Oppenheimer Global Multi Strategies Fund, Cl. I		561,059		594,663		58,818		1,096,904
Oppenheimer Gold & Special Minerals Fund, Cl. I		427,561		230,160		42,675		615,046
Oppenheimer Institutional Money Market Fund, Cl. E		6,710,370		1,173,775		478,083		7,406,062
Oppenheimer International Bond Fund, Cl. I		9,873,734		1,994,988		708,622		11,160,100
Oppenheimer International Growth Fund, Cl. I		339,038		33,163		81,753		290,448
Oppenheimer International Small Company Fund, Cl. I		97,886		8,939		23,116		83,709
Oppenheimer International Value Fund, Cl. I		556,717		62,981		104,441		515,257
Oppenheimer Limited-Term Government Fund, Cl. I		7,015,394		1,327,887		497,931		7,845,350
Oppenheimer Main Street Mid Cap Fund, Cl. I^b		616,057		100,094		373,386		342,765
Oppenheimer Main Street Small Cap Fund, Cl. I		—		744,755		—		744,755
Oppenheimer Master Inflation Protected Securities Fund, LLC		3,285,100		841,928		246,072		3,880,956
Oppenheimer Master Loan Fund, LLC		1,948,059		242,624		131,893		2,058,790
Oppenheimer Real Estate Fund, Cl. I		611,102		95,796		58,543		648,355
Oppenheimer Value Fund, Cl. I		2,051,888		200,959		442,793		1,810,054

			Value		Income		Realized Gain (Loss)
Oppenheimer Capital Appreciation Fund, Cl. I			$	55,534,294	$	—	$	1,760,290
Oppenheimer Commodity Strategy Total Return Fund, Cl. I				9,584,030		—		3,612
Oppenheimer Core Bond Fund, Cl. I				160,308,748		5,471,954		403,533
Oppenheimer Currency Opportunities Fund, Cl. I^a				—		—		(232,083	)
Oppenheimer Developing Markets Fund, Cl. I				4,136,659		34,267		50,304
Oppenheimer Global Multi Strategies Fund, Cl. I				29,188,612		1,259,678		59,471

14 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

Footnotes to Statement of Investments (Continued)


	Value		Income			Realized Gain (Loss)
Oppenheimer Gold & Special Minerals Fund, Cl. I	$	9,194,931	$	232,637		$	(393,522	)
Oppenheimer Institutional Money Market Fund, Cl. E		7,406,062		6,346			4,524
Oppenheimer International Bond Fund, Cl. I		66,402,594		742,181			139,336
Oppenheimer International Growth Fund, Cl. I		10,197,633		133,556			1,011,310
Oppenheimer International Small Company Fund, Cl. I		2,727,255		23,355			217,298
Oppenheimer International Value Fund, Cl. I		8,929,410		213,193			282,404
Oppenheimer Limited-Term Government Fund, Cl. I		71,235,778		1,495,457			155,850
Oppenheimer Main Street Mid Cap Fund, Cl. I^b		10,430,350		98,284			6,039,883
Oppenheimer Main Street Small Cap Fund, Cl. I		9,175,382		15,252			—
Oppenheimer Master Inflation Protected Securities Fund, LLC		46,344,017		585,467	^c		55,725	^c
Oppenheimer Master Loan Fund, LLC		29,701,281		1,550,139	^d		(81,198)	^d
Oppenheimer Real Estate Fund, Cl. I		19,891,527		372,371			479,282
Oppenheimer Value Fund, Cl. I		56,745,206		1,001,395			4,004,839

Total	$	607,133,769	$	13,235,532		$	13,960,858

a. Oppenheimer Currency Opportunities Fund, Cl. I liquidated on August 1, 2014.

b. Prior to June 30, 2014, this Fund was named Oppenheimer Main Street Small- & Mid-Cap Fund.

c. Represents the amount allocated to the Fund from Oppenheimer Master Inflation Protected Securities Fund, LLC.

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

2. Non-income producing security.

3. Rate shown is the 7-day yield as of January 30, 2015.

See accompanying Notes to Financial Statements.

15 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

STATEMENT OF ASSETS AND LIABILITIES January 30, 2015¹


Assets
Investments, at value—see accompanying statement of investments—affiliated companies (cost $554,013,997)	$	607,133,769
Cash		169,993
Receivables and other assets:
Shares of beneficial interest sold		1,417,450
Dividends		746,494
Other		31,892

Total assets		609,499,598

Liabilities
Payables and other liabilities:
Investments purchased		931,633
Shares of beneficial interest redeemed		654,000
Distribution and service plan fees		131,014
Trustees’ compensation		34,069
Shareholder communications		7,653
Other		21,406

Total liabilities		1,779,775
Net Assets	$	607,719,823


Composition of Net Assets
Par value of shares of beneficial interest	$	67,211
Additional paid-in capital		660,340,216
Accumulated net investment income		4,737,590
Accumulated net realized loss on investments		(110,544,966	)
Net unrealized appreciation on investments		53,119,772

Net Assets	$	607,719,823

16 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $377,252,819 and 41,576,110 shares of beneficial interest outstanding)	$	9.07
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	9.62
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $17,607,124 and 1,944,806 shares of beneficial interest outstanding)	$	9.05
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $163,040,578 and 18,190,773 shares of beneficial interest outstanding)	$	8.96
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $42,872,390 and 4,735,839 shares of beneficial interest outstanding)	$	9.05
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of
$6,946,912 and 763,663 shares of beneficial interest outstanding)	$	9.10

1. January 30, 2015, represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

See accompanying Notes to Financial Statements.

17 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

STATEMENT OF OPERATIONS For the Year Ended January 30, 2015¹


Allocation of Income and Expenses from Master Funds²
Net investment income allocated from Oppenheimer Master Inflation Protected Securities Fund, LLC:
Interest	$	584,523
Dividends		944
Net expenses		(189,093)

Net investment income allocated from Oppenheimer Master Inflation Protected Securities Fund, LLC		396,374
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		1,541,593
Dividends		8,546
Net expenses		(98,248)

Net investment income allocated from Oppenheimer Master Loan Fund, LLC		1,451,891

Total allocation of net investment income from master funds		1,848,265
Investment Income
Dividends from affiliated companies		11,099,926
Interest		407

Total investment income		11,100,333
Expenses
Distribution and service plan fees:
Class A		878,121
Class B		202,313
Class C		1,597,146
Class R³		214,833
Transfer and shareholder servicing agent fees:
Class A		782,360
Class B		44,560
Class C		351,636
Class R³		94,811
Class Y		10,096
Shareholder communications:
Class A		13,639
Class B		1,759
Class C		5,885
Class R³		1,018
Class Y		126
Trustees’ compensation		8,736
Custodian fees and expenses		6,427
Other		36,608

Total expenses		4,250,074
Less waivers and reimbursements of expenses		(583,557)

Net expenses		3,666,517
Net Investment Income		9,282,081

18 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Realized and Unrealized Gain (Loss)
Net realized gain on:
Investments from:
Unaffiliated companies	$	13,340
Affiliated companies		13,986,331
Distributions received from affiliated companies		9,513,889
Net realized gain (loss) allocated from:
Oppenheimer Master Inflation Protected Securities Fund, LLC		55,725
Oppenheimer Master Loan Fund, LLC		(81,198	)

Net realized gain		23,488,087
Net change in unrealized appreciation/depreciation on investments		(3,317,087	)
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Inflation Protected Securities Fund, LLC		1,524,749
Oppenheimer Master Loan Fund, LLC		(1,039,186	)

Net change in unrealized appreciation/depreciation		(2,831,524	)
Net Increase in Net Assets Resulting from Operations	$	29,938,644

1. January 30, 2015, represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

2. The Fund invests in certain affiliated mutual funds that expect to be treated as a partnership for tax purposes. See Note 4 of accompanying Notes.

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

See accompanying Notes to Financial Statements.

19 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

STATEMENT OF CHANGES IN NET ASSETS


	Year Ended January 30, 2015¹			Year Ended January 31, 2014
Operations
Net investment income	$	9,282,081		$	9,659,947
Net realized gain		23,488,087			548,951
Net change in unrealized appreciation/depreciation		(2,831,524	)		8,129,827

Net increase in net assets resulting from operations		29,938,644			18,338,725


Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(6,195,090	)		(5,588,157	)
Class B		(129,428	)		(185,497	)
Class C		(1,541,446	)		(1,509,237	)
Class R²		(616,891	)		(602,136	)
Class Y		(140,533	)		(68,071	)

		(8,623,388	)		(7,953,098	)


Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		35,673,986			9,965,997
Class B		(6,749,607	)		(7,609,283	)
Class C		3,197,962			(2,042,144	)
Class R²		(2,049,003	)		(8,191,114	)
Class Y		3,317,396			594,930

		33,390,734			(7,281,614	)


Net Assets
Total increase		54,705,990			3,104,013
Beginning of period		553,013,833			549,909,820

End of period (including accumulated net investment income of
$4,737,590 and $2,528,955, respectively)	$	607,719,823		$	553,013,833

1. January 30, 2015, represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

See accompanying Notes to Financial Statements.

20 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

FINANCIAL HIGHLIGHTS


Class A	Year Ended January 30, 2015¹			Year Ended January 31, 2014			Year Ended January 31, 2013			Year Ended January 31, 2012			Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	8 .74		$	8 .57		$	8 .13		$	8 .12		$	7 .39

Income (loss) from investment operations:
Net investment income²		0 .17			0 .18			0 .20			0 .25			0 .23
Net realized and unrealized gain		0 .31			0 .14			0 .42			0 .00	³		0 .72

Total from investment operations		0 .48			0 .32			0 .62			0 .25			0 .95

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .15	)		(0 .15	)		(0 .18	)		(0 .24	)		(0 .22	)

Net asset value, end of period	$	9 .07		$	8 .74		$	8 .57		$	8 .13		$	8 .12



Total Return, at Net Asset Value⁴		5 .54	%		3 .75	%		7 .62	%		3 .17	%		12 .91	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	377,253		$	328,792		$	312,860		$	238,435		$	216,715

Average net assets (in thousands)	$	356,752		$	321,008		$	263,955		$	228,718		$	191,109

Ratios to average net assets:^5,6
Net investment income		1 .84%			2 .04%			2 .33%			3 .05%			2 .94%
Total expenses⁷		0 .53%			0 .52%			0 .49%			0 .48%			0 .49%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0 .43%			0 .41%			0 .41%			0 .48%			0 .49%

Portfolio turnover rate		14%			12%			27%			12%			36%

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

3. Less than $0.005 per share.

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

5. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.06	%
Year Ended January 31, 2014	1.08	%
Year Ended January 31, 2013	1.08	%
Year Ended January 31, 2012	1.10	%
Year Ended January 31, 2011	1.10	%

See accompanying Notes to Financial Statements.

21 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

FINANCIAL HIGHLIGHTS Continued


Class B	Year Ended January 30, 2015¹			Year Ended January 31, 2014			Year Ended January 31, 2013			Year Ended January 31, 2012			Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	8 .70		$	8 .52		$	8 .07		$	8 .07		$	7 .35

Income (loss) from investment operations:
Net investment income²		0 .09			0 .10			0 .12			0 .18			0 .16
Net realized and unrealized gain (loss)		0 .33			0 .15			0 .43			(0 .01	)		0 .71

Total from investment operations		0 .42			0 .25			0 .55			0 .17			0 .87

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .07	)		(0 .07	)		(0 .10	)		(0 .17	)		(0 .15	)

Net asset value, end of period	$	9 .05		$	8 .70		$	8 .52		$	8 .07		$	8 .07



Total Return, at Net Asset Value³		4 .78	%		2 .90	%		6 .84	%		2 .15	%		11.90	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	17,607		$	23,457		$	30,526		$	31,443		$	31,470

Average net assets (in thousands)	$	20,359		$	26,741		$	30,910		$	30,889		$	29,729

Ratios to average net assets:^4,5
Net investment income		1 .04%			1 .16%			1 .47%			2 .16%			2 .07%
Total expenses⁶		1 .28%			1 .31%			1 .31%			1 .34%			1 .37%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1 .18%			1 .20%			1 .23%			1 .34%			1 .36%

Portfolio turnover rate		14%			12%			27%			12%			36%

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.81	%
Year Ended January 31, 2014	1.87	%
Year Ended January 31, 2013	1.90	%
Year Ended January 31, 2012	1.96	%
Year Ended January 31, 2011	1.98	%

See accompanying Notes to Financial Statements.

22 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Class C	Year Ended January 30, 2015¹			Year Ended January 31, 2014			Year Ended January 31, 2013			Year Ended January 31, 2012			Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	8 .63		$	8 .47		$	8 .04		$	8 .04		$	7 .33

Income (loss) from investment operations:
Net investment income²		0 .10			0 .11			0 .13			0 .19			0 .17
Net realized and unrealized gain (loss)		0 .32			0 .14			0 .42			(0 .01	)		0 .70

Total from investment operations		0 .42			0 .25			0 .55			0 .18			0 .87

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .09	)		(0 .09	)		(0 .12	)		(0 .18	)		(0 .16	)

Net asset value, end of period	$	8 .96		$	8 .63		$	8 .47		$	8 .04		$	8 .04



Total Return, at Net Asset Value³		4 .83	%		2 .89	%		6 .90	%		2 .34	%		11 .92	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	163,041		$	153,973		$	153,128		$	119,266		$	105,918

Average net assets (in thousands)	$	160,307		$	154,195		$	131,124		$	112,026		$	97,991

Ratios to average net assets:^4,5
Net investment income		1 .08%			1 .26%			1 .59%			2 .29%			2 .15%
Total expenses⁶		1 .28%			1 .28%			1 .23%			1 .24%			1 .27%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1 .18%			1 .17%			1 .15%			1 .24%			1 .27%

Portfolio turnover rate		14%			12%			27%			12%			36%

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.81	%
Year Ended January 31, 2014	1.84	%
Year Ended January 31, 2013	1.82	%
Year Ended January 31, 2012	1.86	%
Year Ended January 31, 2011	1.88	%

See accompanying Notes to Financial Statements.

23 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

FINANCIAL HIGHLIGHTS Continued


Class R	Year Ended January 30, 2015¹			Year Ended January 31, 2014			Year Ended January 31, 2013			Year Ended January 31, 2012			Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	8 .72		$	8 .55		$	8 .10		$	8 .09		$	7 .36

Income (loss) from investment operations:
Net investment income²		0 .14			0 .15			0 .17			0 .22			0 .20
Net realized and unrealized gain		0 .32			0 .14			0 .43			0 .00	³		0 .72

Total from investment operations		0 .46			0 .29			0 .60			0 .22			0 .92

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .13	)		(0 .12	)		(0 .15)			(0 .21)			(0 .19)

Net asset value, end of period	$	9 .05		$	8 .72		$	8 .55		$	8 .10		$	8 .09



Total Return, at Net Asset Value⁴		5 .28	%		3 .40	%		7 .40	%		2 .80	%		12.55	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	42,872		$	43,246		$	50,510		$	47,055		$	54,286

Average net assets (in thousands)	$	43,215		$	47,223		$	46,844		$	50,465		$	54,933

Ratios to average net assets:^5,6
Net investment income		1 .58%			1 .69%			2 .00%			2 .69%			2 .63%
Total expenses⁷		0 .78%			0 .79%			0 .80%			0 .77%			0 .81%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0 .68%			0 .68%			0 .72%			0 .77%			0 .79%

Portfolio turnover rate		14%			12%			27%			12%			36%

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

3. Less than $0.005 per share.

5. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.31	%
Year Ended January 31, 2014	1.35	%
Year Ended January 31, 2013	1.39	%
Year Ended January 31, 2012	1.39	%
Year Ended January 31, 2011	1.42	%

See accompanying Notes to Financial Statements.

24 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Class Y	Year Ended January 30, 2015¹			Year Ended January 31, 2014			Year Ended January 31, 2013			Year Ended January 31, 2012			Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	8 .77		$	8 .60		$	8 .15		$	8 .14		$	7 .41

Income (loss) from investment operations:
Net investment income²		0 .20			0 .21			0 .22			0 .28			0 .26
Net realized and unrealized gain		0 .31			0 .14			0 .43			0 .00	³		0 .72

Total from investment operations		0 .51			0 .35			0 .65			0 .28			0 .98

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0 .18	)		(0 .18	)		(0 .20	)		(0 .27	)		(0 .25	)

Net asset value, end of period	$	9 .10		$	8 .77		$	8 .60		$	8 .15		$	8 .14



Total Return, at Net Asset Value⁴		5 .85	%		4 .01	%		7 .96	%		3 .47	%		13.27	%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	6,947		$	3,546		$	2,886		$	3,015		$	2,047

Average net assets (in thousands)	$	4,601		$	3,099		$	2,922		$	2,522		$	1,398

Ratios to average net assets:^5,6
Net investment income		2.22%			2.37%			2.58%			3.42%			3.31%
Total expenses⁷		0.28%			0.27%			0.21%			0 .17%			0.14%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0 .18%			0 .16%			0 .13%			0 .17%			0 .14%

Portfolio turnover rate		14%			12%			27%			12%			36%

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

3. Less than $0.005 per share.

5. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	0.81	%
Year Ended January 31, 2014	0.83	%
Year Ended January 31, 2013	0.80	%
Year Ended January 31, 2012	0.79	%
Year Ended January 31, 2011	0.75	%

See accompanying Notes to Financial Statements.

25 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS January 30, 2015

1. Organization

Oppenheimer Portfolio Series (the “Trust”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. Conservative Investor Fund (the “Fund”) is a series of the Trust whose investment objective is to seek total return. The Fund normally invests in a diversified portfolio of Oppenheimer mutual funds (individually, an “Underlying Fund” and collectively, the “Underlying Funds”). 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 R and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares are permitted, however reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds will be allowed. As of July 1, 2014, Class N shares were renamed Class R shares. Class N shares subject to a CDSC on July 1, 2014, will continue to be subject to a CDSC after the shares are renamed. Purchases of Class R shares occurring on or after July 1, 2014, will not be subject to a CDSC upon redemption. Class A shares are sold at their offering price, which is normally net asset value plus a front-end sales charge. Class C and Class R shares are sold, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, B, C and R shares have separate distribution and/or service plans under which they pay fees. Class Y shares do not pay such fees. Class B shares will automatically convert to Class A shares 72 months after the date of purchase.

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

2. Significant Accounting Policies

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

Fiscal Year End. The last day of the Fund’s fiscal year was the last day the New York Stock Exchange was open for trading. The Fund’s financial statements have been presented through that date to maintain consistency with the Fund’s net asset value calculations used for shareholder transactions.

26 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

2. Significant Accounting Policies (Continued)

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

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

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

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdraft at a rate equal to the 1 Month LIBOR Rate plus 2.00%. 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.

27 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remain open for the three preceding fiscal reporting period ends.

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

Net Unrealized

Appreciation

Based on cost of

Securities and

Undistributed

Accumulated

Other Investments

Net Investment

Long-Term

Loss

for Federal Income

Income

Gain

Carryforward^1,2,3

Tax Purposes

$4,109,299

$—

$57,205,236

$452,223

1. As of January 30, 2015, the Fund had $57,205,236 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring
2018	$	12,949,274
2019		44,255,962

Total	$	57,205,236

2. During the fiscal year ended January 30, 2015, the Fund utilized $19,984,914 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended January 31, 2014, the Fund utilized $5,655,071 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

Accordingly, the following amounts have been reclassified for January 30, 2015. Net assets of the Fund were unaffected by the reclassifications.


Increase		Increase
to Accumulated		to Accumulated Net
Net Investment		Realized Loss
Income		on Investments
$1,549,942		$1,549,942

28 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

2. Significant Accounting Policies (Continued)

The tax character of distributions paid during the years ended January 31, 2015 and January 31, 2014 was as follows:


	Year Ended January 31, 2015		Year Ended January 31, 2014
Distributions paid from:
Ordinary income	$	8,623,388	$	7,953,098

The aggregate cost of securities and other investments and the composition of unrealized appreciation and depreciation of securities and other investments for federal income tax purposes as of January 30, 2015 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	$	606,681,546

Gross unrealized appreciation	$	18,061,244
Gross unrealized depreciation		(17,609,021	)

Net unrealized appreciation	$	452,223

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

3. Securities Valuation

The Fund calculates the net asset value of its shares based upon the net asset value of the applicable Underlying Fund. For each Underlying Fund, the net asset value per share for a class of shares is determined as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading by dividing the value of the Underlying Fund’s net assets attributable to that class by the number of outstanding shares of that class on that day.

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.

Valuations Methods and Inputs

To determine their net asset values, the Underlying Funds’ assets are valued primarily on the basis of current market quotations as generally supplied by third party portfolio pricing

29 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

services or by dealers. Such market quotations are typically based on unadjusted quoted prices in active markets for identical securities or other observable market inputs.

If a market value or price cannot be determined for a security using the methodologies described above, or if, in the “good faith” opinion of the Manager, the market value or price obtained does not constitute a “readily available market quotation,” or a significant event has occurred that would materially affect the value of the security the security is fair valued either (i) by a standardized fair valuation methodology applicable to the security type or the significant event as previously approved by the Valuation Committee and the Fund’s Board or (ii) as determined in good faith by the Manager’s Valuation Committee. The Valuation Committee considers all relevant facts that are reasonably available, through either public information or information available to the Manager, when determining the fair value of a security. Fair value determinations by the Manager are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those Underlying Funds.

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

Classifications

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

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

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

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

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

30 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

3. Securities Valuation (Continued)

The Fund classifies each of its investments in those Underlying Funds which are publicly offered and reported on an exchange as Level 1, and those Underlying Funds which are not publicly offered as Level 2, without consideration as to the classification level of the specific investments held by the Underlying Funds.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of January 30, 2015 based on valuation input level:


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Investment Companies	$	531,088,471	$	76,045,298	$	—	$	607,133,769

Total Assets	$	531,088,471	$	76,045,298	$	—	$	607,133,769

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

Risks of Investing in the Underlying Funds. Each of the Underlying 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 Underlying Fund than in another, the Fund will have greater exposure to the risks of that Underlying Fund.

Significant Holdings. As of year-end, the Fund’s investment in Oppenheimer Core Bond Fund, accounted for 26.4% of the Fund’s net assets. Additional information on Oppenheimer Core Bond Fund, including the audited financials, can be found on the SEC website.

Investment in Oppenheimer Institutional Money Market Fund. The Fund is permitted to invest daily available cash balances in an affiliated money market fund. The Fund may invest the available cash in Class E shares of Oppenheimer Institutional Money Market Fund (“IMMF”) to seek current income while preserving liquidity or for defensive purposes. IMMF is a registered open-end management investment company, regulated as a money market fund under the 1940 Act. The Manager is the investment adviser of IMMF, and the Sub-Adviser provides investment and related advisory services to IMMF. When applicable, the Fund’s investment in IMMF is included in the Statement of Investments. Shares of IMMF are valued at their net asset value per share. As a shareholder, the Fund is subject to its proportional share of IMMF’s Class E expenses, including its management fee.

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

31 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

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

The investment objective of Oppenheimer Master Loan Fund, LLC is to seek income. The investment objective of Oppenheimer Master Inflation Protected Securities Fund, LLC is to seek total return. The Fund’s investments in the Master Funds are included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investments in each Master Fund according to its allocated pro-rata share, based on its relative proportion of total outstanding Master Fund shares held, of the total net income earned and the net gain/(loss) realized on investments sold by the Master Funds. As a shareholder, the Fund is subject to its proportional share of the Master Funds’ expenses, including their management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the Master Funds.

5. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount
Class A
Sold		12,661,976		$	114,800,585			11,937,768		$	103,749,675
Dividends and/or distributions reinvested		670,257			6,052,424			618,995			5,440,640
Redeemed		(9,384,529	)		(85,179,023	)		(11,424,745	)		(99,224,318	)

Net increase		3,947,704		$	35,673,986			1,132,018		$	9,965,997


Class B
Sold		234,514		$	2,112,148			221,309		$	1,906,720
Dividends and/or distributions reinvested		14,142			127,556			20,465			179,278
Redeemed		(1,000,067	)		(8,989,311	)		(1,127,778	)		(9,695,281	)

Net decrease		(751,411	)	$	(6,749,607	)		(886,004	)	$	(7,609,283	)


Class C
Sold		4,720,028		$	42,167,152			4,926,144		$	42,183,947
Dividends and/or distributions reinvested		168,450			1,504,257			170,436			1,481,086
Redeemed		(4,533,367	)		(40,473,447	)		(5,336,498	)		(45,707,177	)

Net increase (decrease)		355,111		$	3,197,962			(239,918	)	$	(2,042,144	)

32 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

5. Shares of Beneficial Interest (Continued)


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount
Class R¹
Sold		1,320,472		$	11,942,630			1,383,365		$	11,957,384
Dividends and/or distributions reinvested		65,031			585,933			66,201			580,586
Redeemed		(1,611,082	)		(14,577,566	)		(2,399,012	)		(20,729,084	)

Net decrease		(225,579	)	$	(2,049,003	)		(949,446	)	$	(8,191,114	)


Class Y
Sold		757,169		$	6,955,195			256,114		$	2,236,938
Dividends and/or distributions reinvested		6,665			60,318			7,583			66,884
Redeemed		(404,549	)		(3,698,117	)		(194,787	)		(1,708,892	)

Net increase		359,285		$	3,317,396			68,910		$	594,930

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

6. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended January 30, 2015 were as follows:


	Purchases		Sales
Investment securities		$121,450,759		$80,181,606

7. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Manager does not charge a management fee, but rather collects indirect management fees from the Fund’s investments in the Underlying Funds. The weighted indirect management fees collected from the Fund’s investment in the Underlying Funds, as a percent of average daily net assets of the Fund for the year ended January 30, 2015 was 0.49%. This amount is gross of any waivers or reimbursements of management fees implemented at the Underlying Fund level.

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

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

33 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

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

Trustees’ Compensation. The Fund has adopted an unfunded retirement plan (the “Plan”) for the Fund’s Independent Trustees. Benefits are based on years of service and fees paid to each Trustee during their period of service. The Plan was frozen with respect to adding new participants effective December 31, 2006 (the “Freeze Date”) and existing Plan Participants as of the Freeze Date will continue to receive accrued benefits under the Plan. Active Independent Trustees as of the Freeze Date have each elected a distribution method with respect to their benefits under the Plan. During the year ended January 30, 2015, the Fund’s projected benefit obligations, payments to retired Trustees and accumulated liability were as follows:


Projected Benefit Obligations Increased	$	27
Payments Made to Retired Trustees		1,339
Accumulated Liability as of January 30, 2015		12,587

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

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

34 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

7. Fees and Other Transactions with Affiliates (Continued)

providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. 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 vote annually to approve its continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

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

Class A

Class B

Class C

Class R

Class A

Contingent

Front-End

Deferred Sales

Sales Charges

Charges

Retained by

Retained

Retained by

Year Ended

Distributor

by Distributor

Distributor

January 30, 2015

$227,391

$—

$37,852

$23,863

$3,986

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses in order to limit “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses”, (the combined direct (Fund level) and indirect (Underlying Fund level) expenses), will not exceed the annual rate of 1.25%, 2.00%, 2.00%, 1.50% and 1.00%, for Class A, Class B, Class C, Class R and Class Y, respectively. The expense limitations do not include extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’s business. Notwithstanding the foregoing limits, the Manager is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds.

The Manager has also contractually agreed to waive fees and/or reimburse certain Fund expenses at an annual rate of 0.10% as calculated on the daily net assets of the Fund. This waiver and/or reimbursement is applied after (and in addition to) any other applicable waiver and/or expense reimbursements that may apply. During the year ended January 30, 2015, the manager waived fees and/or reimbursed the Fund $583,557.

35 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

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

8. Pending Litigation

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

36 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Portfolio Series:

We have audited the accompanying statement of assets and liabilities of Conservative Investor Fund (a series of Oppenheimer Portfolio Series), including the statement of investments, as of January 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of January 30, 2015, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Conservative Investor Fund as of January 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

March 17, 2015

37 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

FEDERAL INCOME TAX INFORMATION Unaudited

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

Dividends, if any, paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 14.58% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $2,141,233 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2015, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended January 30, 2015, the maximum amount allowable but not less than $6,443,873 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $59,473 of foreign income taxes were paid by the Fund during the fiscal year ended January 30, 2015. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $423,794 was derived from sources within foreign countries or possessions of the United States.

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

38 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

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

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

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

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

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

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

39 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS TRUSTEES AND OFFICERS Unaudited / Continued

The Board evaluated the Sub-Adviser’s advisory, administrative, accounting, legal, compliance services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mark Hamilton and Dokyoung Lee, the portfolio managers for the Fund, and the experience of the portfolio managers and the investment performance of the investment companies in which the Fund invests (the “Underlying Funds”). The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

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

Costs of Services by the Adviser. The Board reviewed the expenses borne by the Fund. The Adviser does not charge a management fee to the Fund; however, the Adviser collects indirect management fees from the Fund’s Underlying Funds. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load conservative allocation funds with comparable asset levels and distribution features. After discussions with the Board, the Adviser has agreed to contractually waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” (including the combined direct (Fund level) and indirect (Underlying Fund level) expenses, but excluding (i) interest and fees from borrowing, interest and related expenses from inverse floaters, taxes, dividends tied to short sales, brokerage commission, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) certain other expenses attributable to, and incurred as a result of, a Fund’s investments; and (iii) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of the Fund’s business) to annual rates of 1.25% for Class A shares, 2.00% for Class B shares, 2.00% for Class C shares, 1.50% for Class R shares, and 1.00% for Class Y shares as calculated on the daily net assets of the Fund. This fee waiver and/or expense reimbursement may be amended or withdrawn at any time without prior notice to shareholders. After discussions with the Board, the Adviser has also agreed to contractually waive fees and/or reimburse certain Fund expenses at an annual rate of 0.10% as calculated on the daily net assets of the Fund. This waiver and/or reimbursement is applied after (and in addition to) any other applicable fee waivers and/or expense reimbursements that may apply, and may not be

40 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

amended or withdrawn until one year from the date of the Fund’s prospectus, unless approved by the Board. The Adviser is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds. The Board noted that the Fund was charged no actual management fees, exclusive of Underlying Fund management fees, while certain peer group funds did charge direct management fees. The Fund’s total expenses were lower than its peer group median and category median.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. The Board considered information regarding OFI Global’s costs in serving as the Fund’s investment adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund and whether those economies of scale benefit the Fund’s shareholders at the current level of Fund assets in relation to its management fee. The Fund currently does not charge a management fee.

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

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

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

41 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

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

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

Householding—Delivery of Shareholder Documents

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

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

42 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited


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

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007) and Trustee (since 2005) Year of Birth: 1943		Director and Vice Chairman of Community Foundation of the Florida Keys (non-profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

David K. Downes, Trustee (since 2007) Year of Birth: 1940		Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006-June 2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and

43 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited / Continued


David K. Downes, Continued		Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Matthew P. Fink, Trustee (since 2005) Year of Birth: 1941		Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948		Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), Supreme Allied Commander of NATO Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 53 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959		Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the

44 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Elizabeth Krentzman, Continued		Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller, Trustee (since 2005) Year of Birth: 1942		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joel W. Motley, Trustee (since 2005) Year of Birth: 1952		Director of Greenwall Foundation (since October 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joanne Pace, Trustee (since 2012) Year of Birth: 1958		Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March, 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December, 2012); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May, 2012); Board Director of The Komera Project (non-profit) (since April, 2012); Advisory Board Director of The Agile Trading Group LLC (2012-2013); New York Advisory Board Director of Peace First (non-profit) (2010-2013); Senior Advisor of SECOR Asset Management, LP (2010-

45 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Joanne Pace, Continued		2011); Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

Daniel Vandivort, Trustee (since 2014) Year of Birth: 1954		Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee, Board of Trustees of Huntington Disease Foundation of America (June 2007-December 2013): Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Peter I. Wold, Trustee (since 2005) Year of Birth: 1948		President of Wold Energy Partners, LLC (oil and gas exploration and production) (since 2013); Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, LLC (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has

46 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Peter I. Wold, Continued		become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

INTERESTED TRUSTEE		Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

William F. Glavin, Jr., Trustee (since 2013) Year of Birth: 1958		Chairman of the Sub-Adviser (July 2014 -December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

47 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited / Continued


OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Hamilton, Lee, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Mark Hamilton, Vice President (since 2013) Year of Birth: 1965		CIO Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since July 2004). Director of International Equities of the Sub-Adviser (since July 2004); Director of Equities of the Sub-Adviser (October 2010-December 2012); Vice President of HarbourView Asset Management Corporation (July 1994-November 2001) and Vice President of the Sub-Adviser (October 1993-July 2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Dokyoung Lee, Vice President (since 2014) Year of Birth: 1965		Director of Research, Global Multi-Asset Group (since October 2013) and a Senior Vice President of the Sub-Adviser (since October 2013). Mr. Lee served at Alliance Bernstein L.P. (1994-2013): Director of Research for Strategic Asset Allocation (2011-2013), Director of Research for Blend Strategies (2008-2011), Head of Asia Pacific Blend Strategies (2005-2008), Head of Quantitative Research and Senior Portfolio Manager for Japan Value Equities (2001-2005), Portfolio Manager for Emerging Markets Value Equities (1997-2001), and Quantitative Analyst for US Value Equities (1994-1997). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.

Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958		Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General

48 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND



Arthur S. Gabinet, Continued		Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.

Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2005) Year of Birth: 1959		Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

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

49 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc.
		DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

50 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

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:

•

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

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When you set up challenge questions to reset your password online

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

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Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

51 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR 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.

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How You Can Help

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

Who We Are

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

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55 OPPENHEIMER PORTFOLIO SERIES CONSERVATIVE INVESTOR FUND

LOGO

Table of Contents


Fund Performance Discussion			3

Top Holdings and Allocations			8

Fund Expenses			11

Statement of Investments			13

Statement of Assets and Liabilities			16

Statement of Operations			18

Statements of Changes in Net Assets			20

Financial Highlights			21

Notes to Financial Statements			26

Report of Independent Registered Public Accounting Firm			37

Federal Income Tax Information			38

Board approval of the Fund’s Investment Advisory and Sub-Advisory Agreements			39

Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments			42

Trustees and Officers			43

Privacy Policy Notice			51

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 1/30/15*


	Class A Shares of the Fund
			Barclays U.S.
	Without Sales Charge	With Sales Charge	Aggregate Bond	S&P 500 Index
			Index
1-Year	6.67%	0.53%	6.61%	14.22%
5-Year	8.78	7.50	4.57	15.60
Since Inception (4/5/05)	3.37	2.75	5.05	7.71

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements. Index returns are calculated through January 31, 2015.

2 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

Fund Performance Discussion¹

During the reporting period, the Fund’s Class A shares (without sales charge) produced a total return of 6.67%. On a relative basis, the Fund underperformed the Barclays U.S. Aggregate Bond Index and the S&P 500 Index, which returned 6.61% and 14.22%, respectively.

MARKET OVERVIEW

the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and 5.0%, respectively. According to estimates as of the reporting period’s end, GDP in the fourth quarter slowed with an increase of 2.2%.

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

LOGO

3 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

especially the Russian ruble, Brazilian real, the euro, and Japanese yen. In many cases, the large move in currencies represented buying of the U.S. dollar due to a positive U.S. economic outlook compared to weakening growth prospects elsewhere, in addition to anticipated higher rates in the U.S. The euro was challenged by persistent weakness in Europe and elevated concerns about deflation. Other nations faced headwinds as well. Japan’s economy remained moribund and falling commodity prices pressured natural resource exporters such as Brazil, Russia and Australia. Russia was also under pressure due to sanctions related to hostilities in eastern Ukraine and Crimea, and the precipitous drop in oil prices. Even countries with positive economic fundamentals saw their currencies drop versus the dollar.

FUND REVIEW

value stocks, as well as mid-cap and small-cap stocks. Oppenheimer Capital Appreciation Fund received its best results from holdings in the information technology and health care sectors. Relative to its benchmarks, this underlying fund outperformed the S&P 500 Index and the Russell 1000 Growth Index. Oppenheimer Value Fund also experienced its strongest contribution to performance from the information technology and health care sectors. This underlying fund underperformed the S&P 500 Index and the Russell 1000 Value Index, due largely to weaker relative stock selection in the financials sector. Oppenheimer Main Street Mid Cap Fund underperformed its benchmark, the Russell Midcap Index. Its performance was driven by holdings in the information technology and health care sectors, with relative underperformance in the financials sector. Oppenheimer Main Street Small Cap Fund outperformed its benchmark, the Russell 2000 Index. This underlying fund’s performance was driven by holdings in the industrials and financials sectors.

The Fund’s investment in foreign equity funds was the largest detractor from absolute performance this period, as equities outside of the U.S. experienced volatility. The Fund’s largest foreign equity underlying funds at period end were Oppenheimer International Growth Fund and Oppenheimer International Value Fund. Both underlying funds produced negative returns this reporting period, and

4 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

underperformed their benchmark, the MSCI All Country World ex-U.S. Index. The performance of these underlying funds was negatively impacted by their exposure to certain European stocks. The Fund also had smaller allocations to Oppenheimer Developing Markets Fund and Oppenheimer International Small Company Fund. Oppenheimer Developing Markets Fund produced a positive total return but underperformed its benchmark, the MSCI Emerging Markets Index. This underlying fund received strong contributions to return from the financials and information technology sectors, but investments in the United Kingdom and Russia drove its underperformance. Oppenheimer International Small Company Fund produced a positive return and outperformed the negative return of its benchmark, the MSCI All Country World Ex U.S. Small Cap Net Index. Investments in the health care, information technology and materials sectors drove this underlying fund’s performance.

Relative to its benchmarks, this underlying fund outperformed the Barclays U.S. Aggregate Bond Index and the Citigroup Broad Investment Grade Bond Index, but underperformed the Barclays Credit Index.

5 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

underweights in the Japanese yen and the euro were beneficial, as was its overweight to international credit exposure, especially in high grade emerging market sovereign and high yield European credit. This underlying fund’s overall short duration exposure detracted from performance as rates declined in most developed countries. Its underweight duration positions in Europe detracted the most.

seeks to offer the benefit of four major alternative strategy categories: Global Macro, Equity Market Neutral, Fixed-Income Alternatives and Volatility. It produced a positive return, with contributions from three of its four major alternative strategy categories, Equity Market Neutral, Global Macro and Fixed Income Alternatives. Relative to its benchmark, this underlying fund outperformed the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index as absolute return strategies generally outpaced short-term U.S. Government securities. The Fund also had exposure to Oppenheimer Real Estate Fund, Oppenheimer Gold & Special Minerals Fund and Oppenheimer Commodity Strategy Total Return Fund. Oppenheimer Real Estate Fund produced positive performance in an environment of solid real estate fundamentals that were supported both by macroeconomic factors and the capital markets. Relative to its benchmark, this underlying fund outperformed the FTSE/NAREIT Equity REIT Index. Oppenheimer Gold & Special Minerals Fund produced negative returns as the stocks of most gold producers fell sharply in response to plummeting commodity prices in an environment of sluggish global economic growth and intensifying geopolitical tensions.

Oppenheimer Commodity Strategy Total Return Fund experienced declines for the same reason, with energy in particular falling over the second half of 2014. Oppenheimer Gold & Special Minerals Fund

6 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

underperformed its benchmark, the MSCI World Index, but performed more in line with other gold and special minerals stocks within the Philadelphia Gold & Silver Index. Oppenheimer Commodity Strategy Total Return Fund underperformed the Bloomberg Commodity Index for the reporting period.

Mark Hamilton

Portfolio Manager

Dokyoung Lee¹

Portfolio Manager

1. Dokyoung Lee became a Portfolio Manager in May 2014.

7 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

Top Holdings and Allocations*

ASSET CLASS ALLOCATION


Domestic Equity Funds		41.9%
Domestic Fixed Income Funds		25.7
Foreign Equity Funds		15.2
Alternative Funds		10.0
Foreign Fixed Income Funds		6.5
Money Market Funds		0.7
Portfolio holdings and allocations are subject to change. Percentages are as of January 30, 2015, and are based on the total market value of investments.

TOP TEN HOLDINGS


Oppenheimer Value Fund, Cl. I		18.0%
Oppenheimer Capital Appreciation Fund, Cl. I		17.7
Oppenheimer Core Bond Fund, Cl. I		15.7
Oppenheimer Limited-Term Government Fund, Cl. I		7.0
Oppenheimer International Bond Fund, Cl. I		6.5
Oppenheimer International Growth Fund, Cl. I		5.9
Oppenheimer International Value Fund, Cl. I		5.2
Oppenheimer Master Inflation Protected Securities Fund, LLC		4.5
Oppenheimer Main Street Mid Cap Fund, Cl. I		3.3
Oppenheimer Main Street Small Cap Fund, Cl. I		3.0

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements.

8 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 1/30/15


	Inception Date	1-Year	5-Year	Since Inception
Class A (OAMIX)	4/5/05	6.67%	8.78%	3.37%
Class B (OBMIX)	4/5/05	5.94%	7.90%	2.84%
Class C (OCMIX)	4/5/05	5.93%	7.95%	2.57%
Class R (ONMIX)	4/5/05	6.40%	8.51%	3.10%
Class Y (OYMIX)	4/5/05	6.95%	9.06%	3.70%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 1/30/15


	Inception Date	1-Year	5-Year	Since Inception
Class A (OAMIX)	4/5/05	0.53%	7.50%	2.75%
Class B (OBMIX)	4/5/05	0.94%	7.60%	2.84%
Class C (OCMIX)	4/5/05	4.93%	7.95%	2.57%
Class R (ONMIX)	4/5/05	5.40%	8.51%	3.10%
Class Y (OYMIX)	4/5/05	6.95%	9.06%	3.70%

9 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

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.

10 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

Fund Expenses

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire

6-month period ended January 30, 2015.

11 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Actual	Beginning Account Value August 1, 2014		Ending Account Value January 30, 2015		Expenses Paid During 6 Months Ended January 30, 2015
Class A	$	1,000.00	$	1,008.50	$	2.22
Class B		1,000.00		1,004.70		6.05
Class C		1,000.00		1,005.20		6.00
Class R		1,000.00		1,007.60		3.48
Class Y		1,000.00		1,009.60		0.96

Hypothetical
(5% return before expenses)
Class A		1,000.00		1,022.86		2.23
Class B		1,000.00		1,019.05		6.09
Class C		1,000.00		1,019.10		6.04
Class R		1,000.00		1,021.61		3.50
Class Y		1,000.00		1,024.12		0.96


Class	Expense Ratios
Class A		0.44	%
Class B		1.20
Class C		1.19
Class R		0.69
Class Y		0.19

12 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

STATEMENT OF INVESTMENTS January 30, 2015*


	Shares		Value

Investment Company—100.0%¹
Alternative Funds—10.0%
Oppenheimer Commodity Strategy Total Return Fund, Cl. I²		5,382,837	$	12,057,556

Oppenheimer Global Multi Strategies Fund, Cl. I		1,388,909		36,958,872

Oppenheimer Gold & Special Minerals Fund, Cl. I		777,116		11,617,884

Oppenheimer Master Inflation Protected Securities Fund, LLC		5,959,378		71,163,270

Oppenheimer Real Estate Fund, Cl. I		824,698		25,301,729

				157,099,311

Domestic Equity Funds—41.9%
Oppenheimer Capital Appreciation Fund, Cl. I		4,463,546		276,472,009

Oppenheimer Main Street Mid Cap Fund, Cl. I		1,675,886		50,997,212

Oppenheimer Main Street Small Cap Fund, Cl. I		3,763,723		46,369,071

Oppenheimer Value Fund, Cl. I		8,993,982		281,961,326

				655,799,618

Domestic Fixed Income Funds—25.7%
Oppenheimer Core Bond Fund, Cl. I		35,046,522		246,377,050

Oppenheimer Limited-Term Government Fund, Cl. I		12,049,301		109,407,655

Oppenheimer Master Loan Fund, LLC		3,161,380		45,607,869

				401,392,574

Foreign Equity Funds—15.2%
Oppenheimer Developing Markets Fund, Cl. I		1,103,385		38,210,225

Oppenheimer International Growth Fund, Cl. I		2,652,120		93,115,945

Oppenheimer International Small Company Fund, Cl. I		769,682		25,076,237

Oppenheimer International Value Fund, Cl. I		4,726,894		81,917,070

				238,319,477

Foreign Fixed Income Funds—6.5%
Oppenheimer International Bond Fund, Cl. I		17,128,364		101,913,763

Money Market Funds—0.7%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%⁴		11,345,424		11,345,424


Total Investments, at Value (Cost $1,305,331,159)		100.0%		1,565,870,167

Net Other Assets (Liabilities)		(0.0)		(765,180)

Net Assets		100.0%	$	1,565,104,987

Footnotes to Statement of Investments

* January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.


	Shares January 31, 2014		Gross Additions		Gross Reductions		Shares January 30, 2015

Oppenheimer Capital Appreciation Fund, Cl. I		4,035,693		757,161		329,308		4,463,546
Oppenheimer Commodity Strategy Total Return Fund, Cl. I		4,913,769		762,413		293,345		5,382,837
Oppenheimer Core Bond Fund, Cl. I		31,779,925		4,919,232		1,652,635		35,046,522
Oppenheimer Currency Opportunities Fund, Cl. I^a		869,893		198,742		1,068,635		—

13 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments (Continued)


	Shares January 31, 2014		Gross Additions		Gross Reductions		Shares January 30, 2015

Oppenheimer Developing Markets Fund, Cl. I		1,004,989		150,211		51,815		1,103,385
Oppenheimer Global Multi Strategies Fund, Cl. I		693,686		755,435		60,212		1,388,909
Oppenheimer Gold & Special Minerals Fund, Cl. I		543,721		272,946		39,551		777,116
Oppenheimer Institutional Money Market Fund, Cl. E		10,210,831		1,690,778		556,185		11,345,424
Oppenheimer International Bond Fund, Cl. I		15,068,612		2,884,287		824,535		17,128,364
Oppenheimer International Growth Fund, Cl. I		2,913,139		159,997		421,016		2,652,120
Oppenheimer International Small Company Fund, Cl. I		932,237		41,898		204,453		769,682
Oppenheimer International Value Fund, Cl. I		4,740,077		331,215		344,398		4,726,894
Oppenheimer Limited-Term Government Fund, Cl. I		10,694,011		1,935,890		580,600		12,049,301
Oppenheimer Main Street Mid Cap Fund, Cl. I^b		2,940,433		356,883		1,621,430		1,675,886
Oppenheimer Main Street Small Cap Fund, Cl. I		—		3,763,723		—		3,763,723
Oppenheimer Master Inflation Protected Securities Fund, LLC		4,800,467		1,444,339		285,428		5,959,378
Oppenheimer Master Loan Fund, LLC		3,018,491		296,399		153,510		3,161,380
Oppenheimer Real Estate Fund, Cl. I		868,254		84,901		128,457		824,698
Oppenheimer Value Fund, Cl. I		9,766,275		551,679		1,323,972		8,993,982


	Value		Income			Realized Gain (Loss)

Oppenheimer Capital Appreciation Fund, Cl. I	$	276,472,009	$	—		$	4,896,455
Oppenheimer Commodity Strategy Total Return Fund, Cl. I		12,057,556		—			31,765
Oppenheimer Core Bond Fund, Cl. I		246,377,050		8,541,226			986,018
Oppenheimer Currency Opportunities Fund, Cl. I^a		—		—			(292,947	)
Oppenheimer Developing Markets Fund, Cl. I		38,210,225		321,031			793,226
Oppenheimer Global Multi Strategies Fund, Cl. I		36,958,872		1,629,248			59,860
Oppenheimer Gold & Special Minerals Fund, Cl. I		11,617,884		295,860			(254,921	)
Oppenheimer Institutional Money Market Fund, Cl. E		11,345,424		9,853			8,411
Oppenheimer International Bond Fund, Cl. I		101,913,763		1,155,540			319,427
Oppenheimer International Growth Fund, Cl. I		93,115,945		1,226,606			5,033,308
Oppenheimer International Small Company Fund, Cl. I		25,076,237		216,341			1,847,769
Oppenheimer International Value Fund, Cl. I		81,917,070		1,966,830			1,338,308
Oppenheimer Limited-Term Government Fund, Cl. I		109,407,655		2,326,263			228,204
Oppenheimer Main Street Mid Cap Fund, Cl. I^b		50,997,212		487,479			26,264,296
Oppenheimer Main Street Small Cap Fund, Cl. I		46,369,071		77,076			—
Oppenheimer Master Inflation Protected Securities Fund, LLC		71,163,270		924,891	^c		81,601	^c

14 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

Footnotes to Statement of Investments (Continued)


	Value		Income			Realized Gain (Loss)

Oppenheimer Master Loan Fund, LLC	$	45,607,869	$	2,426,268	^d	$	(114,644)	^d
Oppenheimer Real Estate Fund, Cl. I		25,301,729		486,916			1,219,925
Oppenheimer Value Fund, Cl. I		281,961,326		4,975,185			9,042,965

Total	$	1,565,870,167	$	27,066,613		$	51,489,026

a. Oppenheimer Currency Opportunities Fund, Cl. I liquidated on August 1, 2014.

b. Prior to June 30, 2014, this Fund was named Oppenheimer Main Street Small- & Mid-Cap Fund.

c. Represents the amount allocated to the Fund from Oppenheimer Master Inflation Protected Securities Fund, LLC.

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

2. Non-income producing security.

3. Rate shown is the 7-day yield as of January 30, 2015.

See accompanying Notes to Financial Statements.

15 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

STATEMENT OF ASSETS AND LIABILITIES January 30, 2015¹



Assets
Investments, at value—see accompanying statement of investments—affiliated companies
(cost $1,305,331,159)	$	1,565,870,167
Cash		55,354
Receivables and other assets:
Shares of beneficial interest sold		1,435,436
Dividends		1,148,459
Other		73,512

Total assets		1,568,582,928


Liabilities
Payables and other liabilities:
Investments purchased		1,643,216
Shares of beneficial interest redeemed		1,367,497
Distribution and service plan fees		341,782
Trustees’ compensation		89,169
Shareholder communications		9,581
Dividends		175
Other		26,521

Total liabilities		3,477,941


Net Assets	$	1,565,104,987



Composition of Net Assets
Par value of shares of beneficial interest	$	147,696
Additional paid-in capital		1,501,052,458
Accumulated net investment income		852,989
Accumulated net realized loss on investments		(197,487,164	)
Net unrealized appreciation on investments		260,539,008

Net Assets	$	1,565,104,987

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

16 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $989,810,976 and 92,885,036 shares of beneficial interest outstanding)			$10.66
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)			$11.31
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $70,935,961 and 6,727,384 shares of beneficial interest outstanding)			$10.54
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $388,408,887 and 37,150,244 shares of beneficial interest outstanding)			$10.46
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $106,271,481 and 10,030,145 shares of beneficial interest outstanding)			$10.60
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $9,677,682 and 902,947 shares of beneficial interest outstanding)			$10.72

See accompanying Notes to Financial Statements.

17 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

STATEMENT OF OPERATIONS For the Year Ended January 30, 2015¹


Allocation of Income and Expenses from Master Funds²
Net investment income allocated from Oppenheimer Master Inflation Protected Securities Fund, LLC:
Interest	$	923,422
Dividends		1,469
Net expenses		(293,254	)

Net investment income allocated from Oppenheimer Master Inflation Protected Securities Fund, LLC		631,637
Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		2,413,076
Dividends		13,192
Net expenses		(153,881	)

Net investment income allocated from Oppenheimer Master Loan Fund, LLC		2,272,387

Total allocation of net investment income from master funds		2,904,024
Investment Income
Dividends from affiliated companies		23,715,454
Interest		781

Total investment income		23,716,235
Expenses
Distribution and service plan fees:
Class A		2,340,959
Class B		836,283
Class C		3,813,573
Class R³		546,837
Transfer and shareholder servicing agent fees:
Class A		2,110,524
Class B		183,994
Class C		841,987
Class R³		240,917
Class Y		22,595
Shareholder communications:
Class A		19,085
Class B		2,871
Class C		6,913
Class R³		1,037
Class Y		76
Trustees’ compensation		23,243
Custodian fees and expenses		16,326
Other		52,574

Total expenses		11,059,794
Less waivers and reimbursements of expenses		(1,082,169	)

Net expenses		9,977,625
Net Investment Income		16,642,634

18 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Realized and Unrealized Gain (Loss)
Net realized gain on:
Investments from affiliated companies	$	51,522,070
Distributions received from affiliated companies		45,346,922
Net realized gain (loss) allocated from:
Oppenheimer Master Inflation Protected Securities Fund, LLC		81,601
Oppenheimer Master Loan Fund, LLC		(114,644	)

Net realized gain		96,835,949
Net change in unrealized appreciation/depreciation on investments		(19,941,462	)
Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Inflation Protected Securities Fund, LLC		2,373,205
Oppenheimer Master Loan Fund, LLC		(1,626,084	)

Net change in unrealized appreciation/depreciation		(19,194,341	)
Net Increase in Net Assets Resulting from Operations	$	94,284,242

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

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

See accompanying Notes to Financial Statements.

19 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended January 30, 2015¹			Year Ended January 31, 2014

Operations
Net investment income	$	16,642,634		$	17,759,313

Net realized gain		96,835,949			15,335,784

Net change in unrealized appreciation/depreciation		(19,194,341	)		94,676,761

Net increase in net assets resulting from operations		94,284,242			127,771,858

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(22,949,421	)		(11,523,535	)
Class B		(1,039,683	)		(429,700	)
Class C		(6,473,484	)		(2,285,768	)
Class R²		(2,193,859	)		(1,145,246	)
Class Y		(234,367	)		(158,644	)

		(32,890,814	)		(15,542,893	)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		64,115,611			58,667,082
Class B		(28,984,647	)		(25,652,640	)
Class C		13,819,630			19,240,036
Class R²		(8,564,109	)		(14,610,224	)
Class Y		(808,106	)		752,179

		39,578,379			38,396,433

Net Assets
Total increase		100,971,807			150,625,398

Beginning of period		1,464,133,180			1,313,507,782

End of period (including accumulated net investment income of $852,989 and $8,046,857, respectively)	$	1,565,104,987		$	1,464,133,180

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

See accompanying Notes to Financial Statements.

20 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

FINANCIAL HIGHLIGHTS


Class A	Year Ended January 30, 2015 ¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011
Per Share Operating Data
Net asset value, beginning of period	$	10.23	$	9.42	$	8.67	$	8.77	$	7.72

Income (loss) from investment operations:
Net investment income²		0.14		0.15		0.18		0.21		0.18
Net realized and unrealized gain (loss)		0.54		0.80		0.73		(0.10)		1.05

Total from investment operations		0.68		0.95		0.91		0.11		1.23

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.25)		(0.14)		(0.16)		(0.21)		(0.18)

Net asset value, end of period	$	10.66	$	10.23	$	9.42	$	8.67	$	8.77



Total Return, at Net Asset Value³		6.67%		10.00%		10.51%		1.31%		15.94%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	989,811	$	888,533	$	763,081	$	538,032	$	542,308

Average net assets (in thousands)	$	962,358	$	830,952	$	606,831	$	539,801	$	491,634

Ratios to average net assets:^4,5
Net investment income		1.34%		1.56%		2.00%		2.38%		2.20%
Total expenses⁶		0.50%		0.49%		0.45%		0.45%		0.47%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.43%		0.41%		0.39%		0.45%		0.47%

Portfolio turnover rate		14%		6%		23%		12%		43%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.08	%
Year Ended January 31, 2014	1.11	%
Year Ended January 31, 2013	1.09	%
Year Ended January 31, 2012	1.11	%
Year Ended January 31, 2011	1.12	%

See accompanying Notes to Financial Statements.

21 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

FINANCIAL HIGHLIGHTS Continued


Class B	Year Ended January 30, 2015 ¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011
Per Share Operating Data
Net asset value, beginning of period	$	10.10	$	9.30	$	8.56	$	8.65	$	7.62

Income (loss) from investment operations:
Net investment income²		0.04		0.06		0.09		0.13		0.11
Net realized and unrealized gain (loss)		0.55		0.78		0.73		(0.09)		1.03

Total from investment operations		0.59		0.84		0.82		0.04		1.14

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.15)		(0.04)		(0.08)		(0.13)		(0.11)

Net asset value, end of period	$	10.54	$	10.10	$	9.30	$	8.56	$	8.65




Total Return, at Net Asset Value³		5.94%		9.07%		9.59%		0.49%		14.94%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	70,936	$	95,620	$	112,666	$	108,665	$	118,398

Average net assets (in thousands)	$	84,071	$	102,915	$	106,286	$	113,632	$	111,116

Ratios to average net assets:^4,5
Net investment income		0.37%		0.62%		1.07%		1.48%		1.32%
Total expenses⁶		1.25%		1.27%		1.29%		1.32%		1.34%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.18%		1.19%		1.23%		1.32%		1.34%

Portfolio turnover rate		14%		6%		23%		12%		43%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the

accompanying Notes.

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

3. Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and

distributions reinvested in additional shares on the reinvestment date, and redemption at the net asset value

calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total

returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a

shareholder would pay on fund distributions or the redemption of fund shares. The returns do not include

adjustments in accordance with generally accepted accounting principles required at the period end for financial

reporting purposes.

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 Master Funds.

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


Year Ended January 30, 2015	1.83	%
Year Ended January 31, 2014	1.89	%
Year Ended January 31, 2013	1.93	%
Year Ended January 31, 2012	1.98	%
Year Ended January 31, 2011	1.99	%

See accompanying Notes to Financial Statements.

22 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Class C	Year Ended January 30, 2015 ¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011
Per Share Operating Data
Net asset value, beginning of period	$	10.04	$	9.26	$	8.54	$	8.63	$	7.61

Income (loss) from investment operations:
Net investment income²		0.06		0.08		0.11		0.14		0.12
Net realized and unrealized gain (loss)		0.54		0.76		0.71		(0.09)		1.02

Total from investment operations		0.60		0.84		0.82		0.05		1.14

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.18)		(0.06)		(0.10)		(0.14)		(0.12)

Net asset value, end of period	$	10.46	$	10.04	$	9.26	$	8.54	$	8.63



Total Return, at Net Asset Value³		5.93%		9.11%		9.63%		0.65%		14.97%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	388,409	$	359,725	$	313,572	$	231,079	$	230,368

Average net assets (in thousands)	$	383,852	$	336,609	$	257,063	$	231,140	$	209,895

Ratios to average net assets:^4,5
Net investment income		0.57%		0.79%		1.22%		1.61%		1.42%
Total expenses⁶		1.25%		1.25%		1.21%		1.22%		1.25%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.18%		1.17%		1.15%		1.22%		1.25%

Portfolio turnover rate		14%		6%		23%		12%		43%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015		1.83%
Year Ended January 31, 2014		1.87%
Year Ended January 31, 2013		1.85%
Year Ended January 31, 2012		1.88%
Year Ended January 31, 2011		1.90%

See accompanying Notes to Financial Statements.

23 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

FINANCIAL HIGHLIGHTS Continued


Class R	Year Ended January 30, 2015 ¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011
Per Share Operating Data
Net asset value, beginning of period	$	10.17	$	9.36	$	8.62	$	8.71	$	7.67

Income (loss) from investment operations:
Net investment income²		0.11		0.12		0.15		0.18		0.16
Net realized and unrealized gain (loss)		0.54		0.80		0.72		(0.09)		1.04

Total from investment operations		0.65		0.92		0.87		0.09		1.20

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.22)		(0.11)		(0.13)		(0.18)		(0.16)

Net asset value, end of period	$	10.60	$	10.17	$	9.36	$	8.62	$	8.71



Total Return, at Net Asset Value³		6.40%		9.76%		10.17%		1.12%		15.62%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	106,271	$	110,232	$	115,659	$	95,267	$	109,375

Average net assets (in thousands)	$	109,830	$	111,927	$	99,577	$	105,816	$	101,701

Ratios to average net assets:^4,5
Net investment income		1.02%		1.21%		1.71%		2.08%		1.93%
Total expenses⁶		0.75%		0.74%		0.71%		0.72%		0.73%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.68%		0.66%		0.65%		0.72%		0.73%

Portfolio turnover rate		14%		6%		23%		12%		43%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015		1.33%
Year Ended January 31, 2014		1.36%
Year Ended January 31, 2013		1.35%
Year Ended January 31, 2012		1.38%
Year Ended January 31, 2011		1.38%

See accompanying Notes to Financial Statements.

24 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Class Y	Year Ended January 30, 2015 ¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011
Per Share Operating Data
Net asset value, beginning of period	$	10.28	$	9.47	$	8.70	$	8.80	$	7.75

Income (loss) from investment operations:
Net investment income²		0.15		0.19		0.18		0.24		0.22
Net realized and unrealized gain (loss)		0.57		0.79		0.75		(0.11)		1.04

Total from investment operations		0.72		0.98		0.93		0.13		1.26

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.28)		(0.17)		(0.16)		(0.23)		(0.21)

Net asset value, end of period	$	10.72	$	10.28	$	9.47	$	8.70	$	8.80




Total Return, at Net Asset Value³		6.95%		10.29%		10.72%		1.57%		16.32%

Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	9,678	$	10,023	$	8,530	$	9,505	$	6,631

Average net assets (in thousands)	$	10,303	$	9,064	$	8,449	$	8,314	$	4,695

Ratios to average net assets:^4,5
Net investment income		1.41%		1.93%		2.01%		2.71%		2.68%
Total expenses⁶		0.25%		0.15%		0.31%		0.25%		0.08%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.19%		0.07%		0.24%		0.25%		0.08%

Portfolio turnover rate		14%		6%		23%		12%		43%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	0.83	%
Year Ended January 31, 2014	0.77	%
Year Ended January 31, 2013	0.95	%
Year Ended January 31, 2012	0.91	%
Year Ended January 31, 2011	0.73	%

See accompanying Notes to Financial Statements.

25 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS January 30, 2015

1. Organization

Oppenheimer Portfolio Series (the “Trust”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. Moderate Investor Fund (the “Fund”) is a series of the Trust whose investment objective investment objective is to seek total return. The Fund normally invests in a diversified portfolio of Oppenheimer mutual funds (individually, an “Underlying Fund” and collectively, the “Underlying Funds”). 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 following is a summary of significant accounting policies consistently followed by the Fund.

2. Significant Accounting Policies

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

26 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

2. Significant Accounting Policies (Continued)

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

27 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Undistributed

Net Investment

Income

Undistributed

Long-Term

Gain

Accumulated

Loss

Carryforward^1,2,3

Net Unrealized

Appreciation

Based on cost of

Securities and

Other Investments

for Federal Income

Tax Purposes

$—

$124,089,170

$188,108,925

1. As of January 30, 2015, the Fund had $124,089,170 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring
2019	$	124,089,170

2. During the fiscal year ended January 30, 2015, the Fund utilized $89,872,417 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended January 31, 2014, the Fund utilized $19,134,269 of capital loss carryforward to offset capital gains realized in that fiscal year.

Accordingly, the following amounts have been reclassified for January 30, 2015. Net assets of the Fund were unaffected by the reclassifications.

Reduction

to Paid-in Capital

Reduction
to Accumulated
Net Investment
Loss

Increase
to Accumulated Net
Realized Loss

on Investments

$1,653,616

$9,054,312

$7,400,696

The tax character of distributions paid during the years ended January 31, 2015 and January 31, 2014 was as follows:

28 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

2. Significant Accounting Policies (Continued)


	Year Ended January 31, 2015		Year Ended January 31, 2014
Distributions paid from:
Ordinary income	$	32,890,814	$	15,542,893


Federal tax cost of securities	$	1,377,761,242

Gross unrealized appreciation	$	213,494,603
Gross unrealized depreciation		(25,385,678	)

Net unrealized appreciation	$	188,108,925

3. Securities Valuation

Valuations Methods and Inputs

To determine their net asset values, the Underlying Funds’ assets are valued primarily on the basis of current market quotations as generally supplied by third party portfolio pricing services or by dealers. Such market quotations are typically based on unadjusted quoted prices in active markets for identical securities or other observable market inputs.

29 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

Classifications

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

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 those Underlying Funds which are publicly offered and reported on an exchange as Level 1, and those Underlying Funds which are not

30 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

3. Securities Valuation (Continued)

publicly offered as Level 2, without consideration as to the classification level of the specific investments held by the Underlying Funds.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of January 30, 2015 based on valuation input level:


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Investment Companies	$	1,449,099,028	$	116,771,139	$	—	$	1,565,870,167
Total Assets	$	1,449,099,028	$	116,771,139	$	—	$	1,565,870,167

4. Investments and Risks

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

31 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

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.

5. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount
Class A
Sold		19,753,657		$	212,181,762			20,306,975		$	201,309,488
Dividends and/or distributions reinvested		2,097,896			22,594,349			1,085,305			11,341,500
Redeemed		(15,847,462	)		(170,660,500	)		(15,529,250	)		(153,983,906	)

Net increase		6,004,091		$	64,115,611			5,863,030		$	58,667,082


Class B
Sold		258,217		$	2,731,236			464,729		$	4,535,135
Dividends and/or distributions reinvested		96,840			1,032,310			41,223			425,828
Redeemed		(3,093,210	)		(32,748,193	)		(3,159,022	)		(30,613,603	)

Net decrease		(2,738,153	)	$	(28,984,647	)		(2,653,070	)	$	(25,652,640	)


Class C
Sold		7,693,586		$	80,778,069			8,557,626		$	83,252,725
Dividends and/or distributions reinvested		603,196			6,375,781			219,068			2,249,790
Redeemed		(6,970,580	)		(73,334,220	)		(6,825,872	)		(66,262,479	)

Net increase		1,326,202		$	13,819,630			1,950,822		$	19,240,036


Class R¹
Sold		2,172,094		$	23,143,871			2,409,704		$	23,822,012
Dividends and/or distributions reinvested		195,389			2,092,614			104,224			1,082,890
Redeemed		(3,180,242	)		(33,800,594	)		(4,026,419	)		(39,515,126	)

Net decrease		(812,759	)	$	(8,564,109	)		(1,512,491	)	$	(14,610,224	)

32 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

5. Shares of Beneficial Interest (Continued)


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount
Class Y
Sold		290,119		$	3,142,141			258,188		$	2,576,079
Dividends and/or distributions reinvested		20,877			226,097			14,782			155,207
Redeemed		(382,907	)		(4,176,344	)		(199,204	)		(1,979,107	)

Net increase (decrease)		(71,911	)	$	(808,106	)		73,766		$	752,179

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

6. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended January 30, 2015 were as follows:


	Purchases		Sales
Investment securities	$	263,702,918	$	197,423,645

7. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Manager does not charge a management fee, but rather collects indirect management fees from the Fund’s investments in the Underlying Funds. The weighted indirect management fees collected from the Fund’s investment in the Underlying Funds, as a percent of average daily net assets of the Fund for the period ended January 30, 2015 was 0.53%. This amount is gross of any waivers or reimbursements of management fees implemented at the Underlying Fund level.

33 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

Trustees’ Compensation. 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.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares pursuant to Rule 12b-1 under the 1940 Act. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.

34 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

7. Fees and Other Transactions with Affiliates (Continued)

Distributor from the sale of shares and the CDSC retained by the Distributor on the redemption of shares is shown in the following table for the period indicated.

Year Ended

Class A

Front-End
Sales Charges
Retained by
Distributor

Class A
Contingent
Deferred Sales
Charges
Retained by
Distributor

Class B
Contingent
Deferred Sales
Charges
Retained by
Distributor

Class C
Contingent
Deferred Sales
Charges
Retained by
Distributor

Class R
Contingent
Deferred Sales
Charges
Retained by
Distributor

January 30, 2015

$907,458

$402

$92,131

$44,595

$5,439

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses in order to limit “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses”, (the combined direct (Fund level) and indirect (Underlying Fund level) expenses), will not exceed the annual rate of 1.30%, 2.05%, 2.05%, 1.55% and 1.05%, for Class A, Class B, Class C, Class R and Class Y, respectively. The expense limitations do not include extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’s business. Notwithstanding the foregoing limits, the Manager is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds.

The Manager has also contractually agreed to waive fees and/or reimburse certain Fund expenses at an annual rate of 0.07% as calculated on the daily net assets of the Fund. This waiver and/or reimbursement is applied after (and in addition to) any other applicable waiver and/or expense reimbursements that may apply. During the year ended January 30, 2015, the Manager waived fees and/or reimbursed the Fund $1,082,169.

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

8. Pending Litigation

35 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS Continued

8. Pending Litigation (Continued)

judgment approving the settlements as fair, reasonable and adequate. The settlements do not resolve a seventh outstanding lawsuit relating to Oppenheimer Rochester California Municipal Fund (the “California Fund Suit”). OFI believes the California Fund Suit is without legal merit and is defending the suit vigorously. While it is premature to render any opinion as to the outcome in the California Fund Suit, or whether any costs that OFI may bear in defending the California Fund Suit might not be reimbursed by insurance, OFI believes the California Fund Suit should not impair the ability of OFI or the Distributor to perform their respective duties to the Fund, and that the outcome of the California Fund Suit should not have any material effect on the operations of any of the Oppenheimer funds.

36 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Portfolio Series:

We have audited the accompanying statement of assets and liabilities of Moderate Investor Fund (a series of Oppenheimer Portfolio Series), including the statement of investments, as of January 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Moderate Investor Fund as of January 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

March 17, 2015

37 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

FEDERAL INCOME TAX INFORMATION Unaudited

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

Dividends, if any, paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 32.36% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $11,519,543 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2015, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended January 30, 2015, the maximum amount allowable but not less than $9,524,106 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $422,890 of foreign income taxes were paid by the Fund during the fiscal year ended January 30, 2015. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $3,248,904 was derived from sources within foreign countries or possessions of the United States.

38 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND

SUB-ADVISORY AGREEMENTS Unaudited

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

39 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AND

SUB-ADVISORY AGREEMENTS Unaudited / Continued

services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mark Hamilton and Dokyoung Lee, the portfolio managers for the Fund, and the experience of the portfolio managers and the investment performance of the investment companies in which the Fund invests (the “Underlying Funds”). The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

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

Costs of Services by the Adviser. The Board reviewed the expenses borne by the Fund. The Adviser does not charge a management fee to the Fund; however, the Adviser collects indirect management fees from the Fund’s Underlying Funds. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load moderate allocation funds with comparable asset levels and distribution features. After discussions with the Board, the Adviser has agreed to contractually waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” (including the combined direct (Fund level) and indirect (Underlying Fund level) expenses, but excluding (i) interest and fees from borrowing, interest and related expenses from inverse floaters, taxes, dividends tied to short sales, brokerage commission, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) certain other expenses attributable to, and incurred as a result of, a Fund’s investments; and (iii) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of the Fund’s business) to annual rates of 1.30% for Class A shares, 2.05% for Class B shares, 2.05% for Class C shares, 1.55% for Class R shares, and 1.05% for Class Y shares as calculated on the daily net assets of the Fund. This fee waiver and/or expense reimbursement may be amended or withdrawn at any time without prior notice to shareholders. After discussions with the Board, the Adviser has also agreed to contractually waive fees and/or reimburse certain Fund expenses at an annual rate of 0.07% as calculated on the daily net assets of the Fund. This waiver and/or reimbursement is applied after (and in addition to) any other applicable fee waivers and/or expense reimbursements that may apply, and may not be amended or withdrawn until one year from the date of the Fund’s prospectus, unless

40 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

approved by the Board. The Adviser is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds. The Board noted that the Fund was charged no actual management fees, exclusive of Underlying Fund management fees, while certain peer group funds did charge direct management fees. The Fund’s total expenses were lower than its peer group median and category median.

41 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO

STATEMENTS OF INVESTMENTS Unaudited

Householding—Delivery of Shareholder Documents

42 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited


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

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007) and Trustee (since 2005) Year of Birth: 1943		Director and Vice Chairman of Community Foundation of the Florida Keys (non-profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

David K. Downes, Trustee (since 2007) Year of Birth: 1940		Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006-June 2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and

43 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited / Continued



David K. Downes, Continued		Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Matthew P. Fink, Trustee (since 2005) Year of Birth: 1941		Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948		Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), Supreme Allied Commander of NATO Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 53 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959		Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the

44 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Elizabeth Krentzman, Continued		Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller, Trustee (since 2005) Year of Birth: 1942		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joel W. Motley, Trustee (since 2005) Year of Birth: 1952		Director of Greenwall Foundation (since October 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joanne Pace, Trustee (since 2012) Year of Birth: 1958		Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March, 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December, 2012); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May, 2012); Board Director of The Komera Project (non-profit) (since April, 2012); Advisory Board Director of The Agile Trading Group LLC (2012-2013); New York Advisory Board Director of Peace First (non-profit) (2010-2013); Senior Advisor of SECOR Asset Management, LP (2010-2011);

45 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Joanne Pace, Continued		Managing Director and Chief Operating Officer of Morgan Stanley Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

Daniel Vandivort, Trustee (since 2014) Year of Birth: 1954		Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee, Board of Trustees of Huntington Disease Foundation of America (June 2007-December 2013): Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Peter I. Wold, Trustee (since 2005) Year of Birth: 1948		President of Wold Energy Partners, LLC (oil and gas exploration and production) (since 2013); Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, LLC (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial,

46 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Peter I. Wold, Continued		accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.


INTERESTED TRUSTEE		Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

William F. Glavin, Jr., Trustee (since 2013) Year of Birth: 1958		Chairman of the Sub-Adviser (July 2014 -December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

47 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited / Continued


OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Hamilton, Lee, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Mark Hamilton, Vice President (since 2013) Year of Birth: 1965		CIO Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since July 2004). Director of International Equities of the Sub-Adviser (since July 2004); Director of Equities of the Sub-Adviser (October 2010-December 2012); Vice President of HarbourView Asset Management Corporation (July 1994-November 2001) and Vice President of the Sub-Adviser (October 1993-July 2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Dokyoung Lee, Vice President (since 2014) Year of Birth: 1965		Director of Research, Global Multi-Asset Group (since October 2013) and a Senior Vice President of the Sub-Adviser (since October 2013). Mr. Lee served at Alliance Bernstein L.P. (1994-2013): Director of Research for Strategic Asset Allocation (2011-2013), Director of Research for Blend Strategies (2008-2011), Head of Asia Pacific Blend Strategies (2005-2008), Head of Quantitative Research and Senior Portfolio Manager for Japan Value Equities (2001-2005), Portfolio Manager for Emerging Markets Value Equities (1997-2001), and Quantitative Analyst for US Value Equities (1994-1997). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.

Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958		Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General

48 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Arthur S. Gabinet, Continued		Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.

Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2005) Year of Birth: 1959		Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

49 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc. DBA OppenheimerFunds Services

Independent Registered		KPMG LLP
Public Accounting Firm

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

50 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

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51 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

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52 OPPENHEIMER PORTFOLIO SERIES MODERATE INVESTOR FUND

LOGO

Table of Contents



Fund Performance Discussion			3

Top Holdings and Allocations			8

Fund Expenses			11

Statement of Investments			13

Statement of Assets and Liabilities			16

Statement of Operations			18

Statements of Changes in Net Assets			20

Financial Highlights			21

Notes to Financial Statements			26

Report of Independent Registered Public Accounting Firm			37

Federal income Tax Information			38

Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements			39

Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments			42

Trustees and Officers			43

Privacy Policy Notice			51

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 1/30/15*


	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	S&P 500 Index	Barclays U.S. Aggregate Bond
				Index
1-Year	6.26 %	0.15 %	14.22 %	6.61 %
5-Year	9.69	8.40	15.60	4.57
Since Inception (4/5/05)	4.35	3.73	7.71	5.05

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements. Index returns are calculated through January 31, 2015.

2 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Fund Performance Discussion¹

During the reporting period, the Fund’s Class A shares (without sales charge) produced a total return of 6.26%. On a relative basis, the Fund underperformed the Barclays U.S. Aggregate Bond Index and the S&P 500 Index, which returned 6.61% and 14.22%, respectively.

MARKET OVERVIEW

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

LOGO

1. The Fund is invested in Class I shares of all underlying funds discussed in this Fund Performance Discussion, except for Oppenheimer Master Event-Linked Bond Fund, LLC, Oppenheimer Master Inflation Protected Securities Fund, LLC and Oppenheimer Master Loan Fund, LLC, which do not offer Class I shares.

3 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

FUND REVIEW

At period end, the Fund had roughly 20% of its assets invested in an “active allocation” that seeks to take advantage of short- to mid-term market conditions, and 80% invested in a “static allocation.” Both allocations are comprised of Oppenheimer funds.

During the reporting period, the active allocation continued to have its largest allocation to equities, with roughly 53% invested in domestic equity underlying funds and 32% in foreign equity underlying funds. It also had approximately 9% in alternatives and 6% invested in fixed-income. The static allocation had roughly 50% invested in

domestic equity, 27% in foreign equity, 18% in fixed-income and 5% in alternatives. Domestic equity was the strongest performing asset class for both allocations, as U.S. stocks rallied this reporting period. Foreign equity underlying funds detracted from performance for both allocations. Market volatility outside of the U.S. and particularly in Europe was the primary driver behind the negative results. The underperformance of foreign equities had a greater impact on the active allocation, which had a larger investment in foreign equity funds. Fixed-income and alternatives produced positive results for both allocations. In the next section, we discuss the performance of underlying investments for both the active and static allocations.

UNDERLYING INVESTMENTS REVIEW

The largest underlying domestic equity holdings of both the active and static allocations were Oppenheimer Value Fund and Oppenheimer Capital Appreciation Fund. They also had allocations to Oppenheimer Main Street Mid Cap Fund and Oppenheimer Main Street Small Cap Fund. All of these underlying funds produced positive absolute performance, but Oppenheimer Capital Appreciation Fund was the top performer as large-cap U.S. growth stocks generally outperformed large-cap U.S. value stocks, as well as mid-cap and small-cap stocks. Oppenheimer Capital Appreciation Fund received its best results from holdings in the information technology and health care sectors. Relative to its benchmarks, this underlying fund outperformed the S&P 500 Index and the Russell 1000 Growth Index.

4 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Oppenheimer Value Fund also experienced its strongest contribution to performance from the information technology and health care sectors. This underlying fund underperformed the S&P 500 Index and the Russell 1000 Value Index, due largely to weaker relative stock selection in the financials sector. Oppenheimer Main Street Mid Cap Fund underperformed its benchmark, the Russell Midcap Index. Its performance was driven by holdings in the information technology and health care sectors, with relative underperformance in the financials sector. Oppenheimer Main Street Small Cap Fund outperformed its benchmark, the Russell 2000 Index. This underlying fund’s performance was driven by holdings in the industrials and financials sectors.

Among foreign equity underlying funds, the active and static allocations both had their largest exposure to Oppenheimer International Growth Fund and Oppenheimer International Value Fund. Both underlying funds produced negative returns this reporting period, and underperformed their benchmark, the MSCI All Country World ex-U.S. Index. The performance of these underlying funds was negatively impacted by their exposure to certain European stocks. Both allocations also had smaller investments in Oppenheimer Developing Markets Fund and Oppenheimer International Small Company Fund. Oppenheimer Developing Markets Fund produced a positive total return but underperformed its benchmark, the MSCI Emerging Markets Index. This underlying fund received strong contributions to return from

the financials and information technology sectors, but investments in the United Kingdom and Russia drove its underperformance. Oppenheimer International Small Company Fund produced a positive return and outperformed the negative return of its benchmark, the MSCI All Country World Ex U.S. Small Cap Net Index. Investments in the health care, information technology and materials sectors drove this underlying fund’s performance.

The active and static allocations had different fixed-income exposures. The active allocation’s largest fixed-income investments were Oppenheimer Master Event-Linked Bond Fund, LLC, Oppenheimer International Bond Fund and Oppenheimer Master Loan Fund, LLC. Oppenheimer Master Event-Linked Bond Fund, LLC provides the Fund with exposure to catastrophe bonds, which performed positively. This underlying fund underperformed its benchmark, the Swiss Re Cat Bond Total Return Index. Oppenheimer International Bond Fund produced a positive return this reporting period. This underlying fund outperformed its Reference Index, which is a customized weighted index comprised of 50% of the Citigroup Non-U.S. Dollar World Government Bond Index, 30% of the J.P. Morgan Government Bond Index and 20% of the J.P. Morgan Emerging Markets Bond Index. This underlying fund’s lower than typical foreign currency exposure helped performance as the U.S. dollar strengthened against most other currencies. In addition, this underlying fund’s underweights in the Japanese yen and the euro were beneficial, as

5 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

was its overweight to international credit exposure, especially in high grade emerging market sovereign and high yield European credit. This underlying fund’s overall short duration exposure detracted from performance as rates declined in most developed countries. Its underweight duration positions in Europe detracted the most. Oppenheimer Master Loan Fund, LLC, which invests primarily in senior loans, produced a modest positive return and underperformed its benchmark, the J.P. Morgan Leveraged Loan Index. This underlying fund’s relative underperformance stemmed from the energy sector, as a result of the sudden and precipitous drop in oil prices.

The static allocation had its largest fixed-income exposure in Oppenheimer Core Bond Fund, Oppenheimer Limited-Term Government Fund and Oppenheimer International Bond Fund. Oppenheimer Core Bond Fund continued to favor corporate bonds, mortgages and other securitized products over government bonds this reporting period, which benefited performance as these investments outperformed U.S. Treasuries. Relative to its benchmarks, this underlying fund outperformed the Barclays U.S. Aggregate Bond Index and the Citigroup Broad Investment Grade Bond Index, but underperformed the Barclays Credit Index. Oppenheimer Limited-Term Government Fund produced a muted return during the reporting period, as U.S. Government bonds lagged higher-yielding fixed-income sectors and

equities. An allocation to mortgage-backed securities benefited this underlying fund during the reporting period. Relative to its benchmarks, the underlying fund outperformed the Barclays U.S. 1-3 Year Government Bond Index, but underperformed the Barclays U.S. Government Bond Index.

Both the static and active allocations received positive contributions to return from underlying alternative funds. Positions within alternatives for both allocations included Oppenheimer Master Inflation Protected Securities Fund, LLC and Oppenheimer Global Multi Strategies Fund. Oppenheimer Master Inflation Protected Securities Fund, LLC, invests primarily in Treasury Inflation Protected Securities (TIPS), whose performance is closely correlated to U.S. inflation rates. This underlying fund produced positive performance, but underperformed its benchmark, the Barclays U.S. Treasury Inflation Protected Securities (TIPS) Index. Oppenheimer Global Multi Strategies Fund seeks to offer the benefit of four major alternative strategy categories: Global Macro, Equity Market Neutral, Fixed-Income Alternatives and Volatility. It produced a positive return, with contributions from three of its four major alternative strategy categories, Equity Market Neutral, Global Macro and Fixed Income Alternatives. Relative to its benchmark, this underlying fund outperformed the BofA Merrill Lynch 3-Month U.S. Treasury Bill Index as absolute return strategies generally outpaced short-term U.S. Government securities. Both allocations also had exposure to

6 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Oppenheimer Real Estate Fund, Oppenheimer Gold & Special Minerals Fund and Oppenheimer Commodity Strategy Total Return Fund. Oppenheimer Real Estate Fund produced positive performance in an environment of solid real estate fundamentals that were supported both by macroeconomic factors and the capital markets. Relative to its benchmark, the Fund outperformed the FTSE/NAREIT Equity REIT Index. Oppenheimer Gold & Special Minerals Fund produced negative returns as the stocks of most gold producers fell sharply in response to plummeting commodity prices in an

LOGO

Mark Hamilton

Portfolio Manager

LOGO

Dokyoung Lee

Portfolio Manager

environment of sluggish global economic growth and intensifying geopolitical tensions. Oppenheimer Commodity Strategy Total Return Fund experienced declines for the same reason, with energy in particular falling over the second half of 2014. Oppenheimer Gold & Special Minerals Fund underperformed its benchmark, the MSCI World Index, but performed more in line with other gold and special minerals stocks within the Philadelphia Gold & Silver Index. Oppenheimer Commodity Strategy Total Return Fund underperformed the Bloomberg Commodity Index for the reporting period.

LOGO

Caleb Wong

Portfolio Manager

7 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Top Holdings and Allocations*


ASSET CLASS ALLOCATION
Domestic Equity Funds	50.3	%
Foreign Equity Funds	28.3
Domestic Fixed Income Funds	12.0
Alternative Funds	5.6
Foreign Fixed Income Funds	3.4
Money Market Funds	0.4

Portfolio holdings and allocations are subject to change. Percentages are as of January 30, 2015, and are based on the total market value of investments.

TOP TEN HOLDINGS


Oppenheimer Value Fund, Cl. I	21.4	%
Oppenheimer Capital Appreciation Fund, Cl. I	20.6
Oppenheimer International Growth Fund, Cl. I	11.0
Oppenheimer International Value Fund, Cl. I	9.6
Oppenheimer Core Bond Fund, Cl. I	7.3
Oppenheimer Main Street Small Cap Fund, Cl. I	4.5
Oppenheimer Developing Markets Fund, Cl. I	4.4
Oppenheimer Main Street Mid Cap Fund, Cl. I	3.9
Oppenheimer International Bond Fund, Cl. I	3.4
Oppenheimer International Small Company Fund, Cl. I	3.3

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements.

8 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 1/30/15


	Inception Date	1-Year	5-Year	Since Inception
Class A (OAAAX)	4/5/05	6.26%	9.69%	4.35%
Class B (OAABX)	4/5/05	5.48%	8.79%	3.83%
Class C (OAACX)	4/5/05	5.53%	8.87%	3.57%
Class R (OAANX)	4/5/05	5.99%	9.45%	4.13%
Class Y (OAAYX)	4/5/05	6.52%	10.04%	4.72%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 1/30/15


	Inception Date	1-Year	5-Year	Since Inception
Class A (OAAAX)	4/5/05	0.15%	8.40%	3.73%
Class B (OAABX)	4/5/05	0.48%	8.50%	3.83%
Class C (OAACX)	4/5/05	4.53%	8.87%	3.57%
Class R (OAANX)	4/5/05	4.99%	9.45%	4.13%
Class Y (OAAYX)	4/5/05	6.52%	10.04%	4.72%

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). Fund returns include changes in share price, reinvested distributions, and the applicable sales charge: for Class A shares, the current maximum initial sales charge of 5.75%; for Class B shares, the contingent deferred sales charge of 5% (1-year) and 2% (5-year); and for Class C shares, the contingent deferred sales charge (“CDSC”) of 1% for the 1-year period. Prior to 7/1/14, Class R shares were named Class N shares. Beginning 7/1/14, new purchases of Class R shares will no longer be subject to a CDSC upon redemption (any CDSC will remain in effect for purchases prior to 7/1/14). There is no sales charge for Class 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.

9 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

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.

10 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Fund Expenses

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended January 30, 2015.

11 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND


Actual	Beginning Account Value August 1, 2014	Ending Account Value January 30, 2015	Expenses Paid During 6 Months Ended January 30, 2015
Class A	$ 1,000.00	$ 1,000.90	$ 2.81
Class B	1,000.00	996.70	6.58
Class C	1,000.00	996.90	6.58
Class R	1,000.00	998.80	4.07
Class Y	1,000.00	1,001.60	1.56

Hypothetical (5% return before expenses)
Class A	1,000.00	1,022.26	2.84
Class B	1,000.00	1,018.50	6.65
Class C	1,000.00	1,018.50	6.65
Class R	1,000.00	1,021.01	4.11
Class Y	1,000.00	1,023.51	1.57


Class	Expense Ratios
Class A		0.56	%
Class B		1.31
Class C		1.31
Class R		0.81
Class Y		0.31

12 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

STATEMENT OF INVESTMENTS January 30, 2015*


	Shares			Value
Investment Company—100.1%¹
Alternative Funds—5.6%
Oppenheimer Commodity Strategy Total Return Fund, Cl. I²		3,778,672		$	8,464,225
Oppenheimer Global Multi Strategies Fund, Cl. I		818,005			21,767,117
Oppenheimer Gold & Special Minerals Fund, Cl. I		545,671			8,157,787
Oppenheimer Master Event-Linked Bond Fund, LLC		1,870,636			27,365,721
Oppenheimer Master Inflation Protected Securities Fund, LLC		4,478,033			53,473,956
Oppenheimer Real Estate Fund, Cl. I		529,664			16,250,100
					135,478,906
Domestic Equity Funds—50.4%
Oppenheimer Capital Appreciation Fund, Cl. I		8,121,027			503,016,417
Oppenheimer Main Street Mid Cap Fund, Cl. I		3,108,894			94,603,646
Oppenheimer Main Street Small Cap Fund, Cl. I		8,942,910			110,176,655
Oppenheimer Value Fund, Cl. I		16,673,265			522,706,864
					1,230,503,582
Domestic Fixed Income Funds—12.0%
Oppenheimer Core Bond Fund, Cl. I		25,208,580			177,216,320
Oppenheimer Limited-Term Government Fund, Cl. I		8,306,835			75,426,062
Oppenheimer Master Loan Fund, LLC		2,844,055			41,029,955
					293,672,337
Foreign Equity Funds—28.3%
Oppenheimer Developing Markets Fund, Cl. I		3,105,321			107,537,273
Oppenheimer International Growth Fund, Cl. I		7,643,945			268,378,900
Oppenheimer International Small Company Fund, Cl. I		2,498,402			81,397,931
Oppenheimer International Value Fund, Cl. I		13,512,545			234,172,411
					691,486,515
Foreign Fixed Income Funds—3.4%
Oppenheimer International Bond Fund, Cl. I		13,870,807			82,531,300
Money Market Funds—0.4%
Oppenheimer Institutional Money Market Fund, Cl. E, 0.10%³		10,776,892			10,776,892

Total Investments, at Value (Cost $1,843,153,767)		100.1%			2,444,449,532
Net Other Assets (Liabilities)		(0.1	)		(2,255,830	)
Net Assets		100.0%		$	2,442,193,702

Footnotes to Statement of Investments

*January 30, 2015, was the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.


	Shares January 31, 2014		Gross Additions		Gross Reductions		Shares January 30, 2015
Oppenheimer Capital Appreciation Fund, Cl. I		7,498,202		1,239,670		616,845		8,121,027
Oppenheimer Commodity Strategy Total Return Fund, Cl. I		3,425,410		712,566		359,304		3,778,672
Oppenheimer Core Bond Fund, Cl. I		24,311,077		3,757,135		2,859,632		25,208,580
Oppenheimer Currency Opportunities Fund, Cl. I^a		445,112		122,363		567,475		—

13 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments (Continued)


	Shares January 31, 2014		Gross Additions		Gross Reductions		Shares January 30, 2015
Oppenheimer Developing Markets Fund, Cl. I		2,604,302		681,756		180,737		3,105,321
Oppenheimer Global Multi Strategies Fund, Cl. I		456,414		406,175		44,584		818,005
Oppenheimer Gold & Special Minerals Fund, Cl. I		305,376		307,261		66,966		545,671
Oppenheimer Institutional Money Market Fund, Cl. E		14,190,166		189,453		3,602,727		10,776,892
Oppenheimer International Bond Fund, Cl. I		11,154,152		4,109,120		1,392,465		13,870,807
Oppenheimer International Growth Fund, Cl. I		8,191,094		464,867		1,012,016		7,643,945
Oppenheimer International Small Company Fund, Cl. I		2,876,973		137,053		515,624		2,498,402
Oppenheimer International Value Fund, Cl. I		13,907,048		1,132,868		1,527,371		13,512,545
Oppenheimer Limited-Term Government Fund, Cl. I		7,413,800		1,398,636		505,601		8,306,835
Oppenheimer Main Street Mid Cap Fund, Cl. I^b		5,568,892		800,294		3,260,292		3,108,894
Oppenheimer Main Street Small Cap Fund, Cl. I		—		8,976,566		33,656		8,942,910
Oppenheimer Master Event-Linked Bond Fund, LLC		1,928,964		107,788		166,116		1,870,636
Oppenheimer Master Inflation Protected Securities Fund, LLC		3,714,678		1,695,501		932,146		4,478,033
Oppenheimer Master Loan Fund, LLC		3,542,255		329,094		1,027,294		2,844,055
Oppenheimer Real Estate Fund, Cl. I		508,869		70,009		49,214		529,664
Oppenheimer Value Fund, Cl. I		17,952,293		683,042		1,962,070		16,673,265


	Value		Income		Realized Gain (Loss)
Oppenheimer Capital Appreciation Fund, Cl. I	$	503,016,417	$	—	$	14,853,587
Oppenheimer Commodity Strategy Total Return Fund, Cl. I		8,464,225		—		18,712
Oppenheimer Core Bond Fund, Cl. I		177,216,320		6,304,174		538,223
Oppenheimer Currency Opportunities Fund, Cl. I^a		—		—		(171,283)
Oppenheimer Developing Markets Fund, Cl. I		107,537,273		905,383		2,650,620
Oppenheimer Global Multi Strategies Fund, Cl. I		21,767,117		989,493		42,752
Oppenheimer Gold & Special Minerals Fund, Cl. I		8,157,787		208,556		(391,870)
Oppenheimer Institutional Money Market Fund, Cl. E		10,776,892		10,046		—
Oppenheimer International Bond Fund, Cl. I		82,531,300		948,154		155,681
Oppenheimer International Growth Fund, Cl. I		268,378,900		3,544,330		14,038,003
Oppenheimer International Small Company Fund, Cl. I		81,397,931		703,926		4,987,512
Oppenheimer International Value Fund, Cl. I		234,172,411		5,636,285		5,703,629
Oppenheimer Limited-Term Government Fund, Cl. I		75,426,062		1,614,055		3,140

14 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Footnotes to Statement of Investments (Continued)


	Value		Income			Realized Gain (Loss)
Oppenheimer Main Street Mid Cap Fund, Cl. I^b	$	94,603,646	$	907,047		$	58,555,849
Oppenheimer Main Street Small Cap Fund, Cl. I		110,176,655		183,205			3,346
Oppenheimer Master Event-Linked Bond Fund, LLC		27,365,721		1,762,452	^c		792,497	^c
Oppenheimer Master Inflation Protected Securities Fund, LLC		53,473,956		781,717	^d		68,351	^d
Oppenheimer Master Loan Fund, LLC		41,029,955		2,415,408	^e		(98,995)	^e
Oppenheimer Real Estate Fund, Cl. I		16,250,100		312,881			685,987
Oppenheimer Value Fund, Cl. I		522,706,864		9,241,257			17,266,403

Total	$	2,444,449,532	$	36,468,369		$	119,702,144

a. Oppenheimer Currency Opportunities Fund, Cl. I liquidated August 1, 2014.

b. Prior to June 30, 2014, this Fund was named Oppenheimer Main Street Small- & Mid-Cap Fund.

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

d. Represents the amount allocated to the Fund from Oppenheimer Master Inflation Protected Securities Fund, LLC.

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

2. Non-income producing security.

3. Rate shown is the 7-day yield as of January 30, 2015.

See accompanying Notes to Financial Statements.

15 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

STATEMENT OF ASSETS AND LIABILITIES January 30, 2015¹



Assets
Investments, at value—see accompanying statement of investments—affiliated companies (cost $1,843,153,767)	$	2,444,449,532

Receivables and other assets:
Shares of beneficial interest sold		1,415,865
Dividends		846,356
Investments sold		220,455
Other		137,852

Total assets		2,447,070,060


Liabilities
Bank overdraft		1,041,250

Payables and other liabilities:
Shares of beneficial interest redeemed		2,194,696
Investments purchased		845,359
Distribution and service plan fees		532,294
Trustees’ compensation		213,484
Shareholder communications		13,926
Other		35,349

Total liabilities		4,876,358

Net Assets	$	2,442,193,702



Composition of Net Assets
Par value of shares of beneficial interest	$	202,681

Additional paid-in capital		2,421,413,822

Accumulated net investment income		31,399,925

Accumulated net realized loss on investments		(612,118,491)

Net unrealized appreciation on investments		601,295,765

Net Assets	$	2,442,193,702

1. January 30, 2015, was the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

16 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND



Net Asset Value Per Share
Class A Shares:

Net asset value and redemption price per share (based on net assets of $1,599,618,172 and 131,995,682 shares of beneficial interest outstanding)	$	12.12
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)	$	12.86


Class B Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $134,495,922 and 11,247,862 shares of beneficial interest outstanding)	$	11.96


Class C Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $557,575,810 and 46,991,807 shares of beneficial interest outstanding)	$	11.87


Class R Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $119,953,246 and 9,951,918 shares of beneficial interest outstanding)	$	12.05


Class Y Shares:

Net asset value, redemption price and offering price per share (based on net assets of $30,550,552 and 2,493,593 shares of beneficial interest outstanding)	$	12.25

See accompanying Notes to Financial Statements.

17 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

STATEMENT OF OPERATIONS For the Year Ended January 30, 2015¹



Allocation of Income and Expenses from Master Funds²
Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC:
Interest	$	1,762,127
Dividends		325
Net expenses		(115,940)

Net investment income allocated from Oppenheimer Master Event-Linked Bond Fund, LLC		1,646,512

Net investment income allocated from Oppenheimer Master Inflation Protected Securities Fund, LLC:
Interest		780,563
Dividends		1,154
Net expenses		(228,042)

Net investment income allocated from Oppenheimer Master Inflation Protected Securities Fund, LLC		553,675

Net investment income allocated from Oppenheimer Master Loan Fund, LLC:
Interest		2,403,225
Dividends		12,183
Net expenses		(152,928)

Net investment income allocated from Oppenheimer Master Loan Fund, LLC		2,262,480

Total allocation of net investment income from master funds		4,462,667


Investment Income
Dividends - affiliated companies		31,508,792
Interest		777

Total investment income		31,509,569


Expenses
Distribution and service plan fees:
Class A		3,904,615
Class B		1,652,802
Class C		5,582,801
Class R³		634,356

Transfer and shareholder servicing agent fees:
Class A		3,490,350
Class B		362,613
Class C		1,233,113
Class R³		279,667
Class Y		38,250

Shareholder communications:
Class A		25,352
Class B		3,927
Class C		7,837
Class R³		944
Class Y		95

1. January 30, 2015, was the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

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

18 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND



Expenses (Continued)
Asset allocation fees	$	2,458,042

Trustees’ compensation		37,000

Custodian fees and expenses		24,577

Other		69,609

Total expenses		19,805,950
Less waivers and reimbursements of expenses		(983,212)

Net expenses		18,822,738

Net Investment Income		17,149,498

Realized and Unrealized Gain (Loss)
Net realized gain on:
Investments from affiliated companies		118,940,291
Distributions received from affiliate companies		82,423,244

Net realized gain (loss) allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		792,497
Oppenheimer Master Inflation Protected Securities Fund, LLC		68,351
Oppenheimer Master Loan Fund, LLC		(98,995)

Net realized gain		202,125,388

Net change in unrealized appreciation/depreciation on investments		(75,929,671)

Net change in unrealized appreciation/depreciation allocated from:
Oppenheimer Master Event-Linked Bond Fund, LLC		(1,012,747)
Oppenheimer Master Inflation Protected Securities Fund, LLC		1,821,138
Oppenheimer Master Loan Fund, LLC		(1,492,607)

Net change in unrealized appreciation/depreciation		(76,613,887)


Net Increase in Net Assets Resulting from Operations	$	142,660,999

See accompanying Notes to Financial Statements.

19 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended January 30, 2015¹		Year Ended January 31, 2014

Operations
Net investment income	$	17,149,498	$	19,453,940

Net realized gain		202,125,388		40,411,480

Net change in unrealized appreciation/depreciation		(76,613,887)		227,640,820

Net increase in net assets resulting from operations		142,660,999		287,506,240

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(16,079,071)		(21,135,894)
Class B		(12,187)		(1,036,414)
Class C		(1,602,716)		(3,940,923)
Class R²		(875,829)		(1,518,140)
Class Y		(322,353)		(154,574)

		(18,892,156)		(27,785,945)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		24,413,772		28,898,164
Class B		(73,349,921)		(78,631,046)
Class C		(5,913,924)		(15,121,265)
Class R²		(14,825,191)		(25,349,890)
Class Y		20,832,778		666,695

		(48,842,486)		(89,537,342)

Net Assets
Total increase		74,926,357		170,182,953

Beginning of period		2,367,267,345		2,197,084,392


End of period (including accumulated net investment income of $31,399,925 and $19,723,256, respectively)	$	2,442,193,702	$	2,367,267,345

1. January 30, 2015, was the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

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

See accompanying Notes to Financial Statements.

20 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS


Class A	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	11.52	$	10.27	$	9.25	$	9.66	$	8.19

Income (loss) from investment operations:
Net investment income²		0.11		0.13		0.15		0.16		0.15
Net realized and unrealized gain (loss)		0.61		1.28		1.02		(0.36)		1.41

Total from investment operations		0.72		1.41		1.17		(0.20)		1.56

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.12)		(0.16)		(0.15)		(0.21)		(0.09)

Net asset value, end of period	$	12.12	$	11.52	$	10.27	$	9.25	$	9.66



Total Return, at Net Asset Value³		6.26%		13.73%		12.67%		(2.02)%		19.01%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	1,599,618	$	1,496,909	$	1,308,798	$	1,097,812	$	1,201,751

Average net assets (in thousands)	$	1,591,772	$	1,416,982	$	1,153,465	$	1,147,826	$	1,124,399

Ratios to average net assets:^4,5
Net investment income		0.93%		1.14%		1.56%		1.63%		1.70%
Total expenses⁶		0.59%		0.59%		0.56%		0.55%		0.57%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.55%		0.54%		0.52%		0.55%		0.57%

Portfolio turnover rate		15%		9%		28%⁷		21%⁷		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.21	%
Year Ended January 31, 2014	1.26	%
Year Ended January 31, 2013	1.24	%
Year Ended January 31, 2012	1.25	%
Year Ended January 31, 2011	1.27	%

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


	Purchase Transactions		Sale Transactions

Year Ended January 31, 2013		$113,842,157		$114,874,878
Year Ended January 31, 2012		$38,216,147		$38,258,011

See accompanying Notes to Financial Statements.

21 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS Continued


Class B	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	11.34	$	10.10	$	9.09	$	9.49	$	8.05

Income (loss) from investment operations:
Net investment income²		0.01		0.01		0.06		0.07		0.07
Net realized and unrealized gain (loss)		0.61		1.29		1.00		(0.35)		1.38

Total from investment operations		0.62		1.30		1.06		(0.28)		1.45

Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		(0.06)		(0.05)		(0.12)		(0.01)

Net asset value, end of period	$	11.96	$	11.34	$	10.10	$	9.09	$	9.49



Total Return, at Net Asset Value³		5.48%		12.83%		11.73%		(2.90)%		18.03%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	134,496	$	197,214	$	249,959	$	286,036	$	343,069

Average net assets (in thousands)	$	166,076	$	220,028	$	259,073	$	315,211	$	322,814

Ratios to average net assets:^4,5
Net investment income		0.11%		0.14%		0.61%		0.74%		0.84%
Total expenses⁶		1.34%		1.37%		1.40%		1.40%		1.43%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.30%		1.32%		1.36%		1.40%		1.43%

Portfolio turnover rate		15%		9%		28%⁷		21%⁷		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.96	%
Year Ended January 31, 2014	2.04	%
Year Ended January 31, 2013	2.08	%
Year Ended January 31, 2012	2.10	%
Year Ended January 31, 2011	2.13	%

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


	Purchase Transactions		Sale Transactions

Year Ended January 31, 2013		$113,842,157		$114,874,878
Year Ended January 31, 2012		$38,216,147		$38,258,011

See accompanying Notes to Financial Statements.

22 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND


Class C	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	11.28	$	10.06	$	9.08	$	9.48	$	8.04

Income (loss) from investment operations:
Net investment income²		0.02		0.04		0.08		0.08		0.08
Net realized and unrealized gain (loss)		0.60		1.26		0.98		(0.35)		1.38

Total from investment operations		0.62		1.30		1.06		(0.27)		1.46

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.03)		(0.08)		(0.08)		(0.13)		(0.02)

Net asset value, end of period	$	11.87	$	11.28	$	10.06	$	9.08	$	9.48



Total Return, at Net Asset Value³		5.53%		12.93%		11.70%		(2.76)%		18.17%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	557,576	$	535,716	$	492,455	$	432,564	$	492,493

Average net assets (in thousands)	$	562,221	$	518,457	$	445,399	$	463,116	$	461,832

Ratios to average net assets:^4,5
Net investment income		0.18%		0.35%		0.79%		0.86%		0.94%
Total expenses⁶		1.34%		1.33%		1.30%		1.30%		1.32%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.30%		1.28%		1.26%		1.30%		1.32%

Portfolio turnover rate		15%		9%		28%⁷		21%⁷		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.96	%
Year Ended January 31, 2014	2.00	%
Year Ended January 31, 2013	1.98	%
Year Ended January 31, 2012	2.00	%
Year Ended January 31, 2011	2.02	%

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


	Purchase Transactions		Sale Transactions

Year Ended January 31, 2013		$113,842,157		$114,874,878
Year Ended January 31, 2012		$38,216,147		$38,258,011

See accompanying Notes to Financial Statements.

23 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS Continued


Class R	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	11.45	$	10.21	$	9.20	$	9.61	$	8.14

Income (loss) from investment operations:
Net investment income²		0.08		0.09		0.13		0.13		0.13
Net realized and unrealized gain (loss)		0.61		1.28		1.01		(0.36)		1.41

Total from investment operations		0.69		1.37		1.14		(0.23)		1.54

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.09)		(0.13)		(0.13)		(0.18)		(0.07)

Net asset value, end of period	$	12.05	$	11.45	$	10.21	$	9.20	$	9.61



Total Return, at Net Asset Value³		5.99%		13.42%		12.42%		(2.27)%		18.92%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	119,953	$	128,012	$	138,042	$	122,589	$	148,609

Average net assets (in thousands)	$	127,487	$	133,527	$	122,558	$	136,771	$	141,119

Ratios to average net assets:^4,5
Net investment income		0.66%		0.78%		1.37%		1.39%		1.51%
Total expenses⁶		0.84%		0.81%		0.77%		0.75%		0.76%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.80%		0.76%		0.73%		0.75%		0.76%

Portfolio turnover rate		15%		9%		28%⁷		21%⁷		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 fiscal year. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	1.46	%
Year Ended January 31, 2014	1.48	%
Year Ended January 31, 2013	1.45	%
Year Ended January 31, 2012	1.45	%
Year Ended January 31, 2011	1.46	%

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


	Purchase Transactions		Sale Transactions

Year Ended January 31, 2013		$113,842,157		$114,874,878
Year Ended January 31, 2012		$38,216,147		$38,258,011

See accompanying Notes to Financial Statements.

24 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND


Class Y	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	11.65	$	10.38	$	9.35	$	9.76	$	8.27

Income (loss) from investment operations:
Net investment income²		0.17		0.17		0.16		0.19		0.20
Net realized and unrealized gain (loss)		0.59		1.30		1.04		(0.36)		1.41

Total from investment operations		0.76		1.47		1.20		(0.17)		1.61

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.16)		(0.20)		(0.17)		(0.24)		(0.12)

Net asset value, end of period	$	12.25	$	11.65	$	10.38	$	9.35	$	9.76



Total Return, at Net Asset Value³		6.52%		14.07%		12.92%		(1.63)%		19.51%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	30,551	$	9,416	$	7,830	$	11,742	$	12,123

Average net assets (in thousands)	$	17,424	$	8,437	$	11,661	$	12,392	$	8,568

Ratios to average net assets:^4,5
Net investment income		1.35%		1.48%		1.69%		2.02%		2.26%
Total expenses⁶		0.35%		0.30%		0.21%		0.20%		0.20%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.31%		0.25%		0.17%		0.20%		0.20%

Portfolio turnover rate		15%		9%		28%⁷		21%⁷		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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

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


Year Ended January 30, 2015	0.97	%
Year Ended January 31, 2014	0.97	%
Year Ended January 31, 2013	0.89	%
Year Ended January 31, 2012	0.90	%
Year Ended January 31, 2011	0.90	%

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


	Purchase Transactions		Sale Transactions

Year Ended January 31, 2013		$113,842,157		$114,874,878
Year Ended January 31, 2012		$38,216,147		$38,258,011

See accompanying Notes to Financial Statements.

25 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS January 30, 2015

1. Organization

Oppenheimer Portfolio Series (the “Trust”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. Active Allocation Fund (the “Fund”) is a series of the Trust whose investment objective is to seek total return. The Fund normally invests in a diversified portfolio of Oppenheimer mutual funds (individually, an “Underlying Fund” and collectively, the “Underlying Funds”). 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 following is a summary of significant accounting policies consistently followed by the Fund.

2. Significant Accounting Policies

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

26 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

2. Significant Accounting Policies (Continued)

Investment Income. Dividend distributions received from the Underlying Funds are recorded on the ex-dividend date. Upon receipt of notification from an Underlying Fund, and subsequent to the ex-dividend date, some of the dividend income originally recorded by the Fund may be reclassified as a tax return of capital by reducing the cost basis of the Underlying Fund and/or increasing the realized gain on sales of investments in the Underlying Fund.

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.

27 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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


Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward^1,2,3		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes

$30,648,683		$—		$527,204,143		$517,394,021

1. As of January 30, 2015, the Fund had $527,204,143 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring

2018	$	306,174,928
2019		221,029,215

Total	$	527,204,143

2. During the fiscal year ended January 30, 2015, the Fund utilized $178,936,115 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended January 31, 2014, the Fund utilized $37,104,769 of capital loss carryforward to offset capital gains realized in that fiscal year.

Accordingly, the following amounts have been reclassified for January 30, 2015. Net assets of the Fund were unaffected by the reclassifications.

28 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

2. Significant Accounting Policies (Continued)

Increase

to Accumulated

Net Investment

Income

Increase
to Accumulated

Net Realized Loss
on Investments

$13,419,327

13,419,327

The tax character of distributions paid during the years ended January 31, 2015 and January 31, 2014 was as follows:


	Year Ended		Year Ended
	January 31, 2015		January 31, 2014
Distributions paid from:
Ordinary income	$	18,892,156	$	27,785,945


Federal tax cost of securities	$	1,927,055,511

Gross unrealized appreciation	$	544,330,366
Gross unrealized depreciation		(26,936,345)

Net unrealized appreciation	$	517,394,021

3. Securities Valuation

29 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

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.

Valuations Methods and Inputs

Classifications

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

30 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

3. Securities Valuation (Continued)

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

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

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of January 30, 2015 based on valuation input level:


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Investment Companies	$	2,322,579,900	$	121,869,632	$	—	$	2,444,449,532

Total Assets	$	2,322,579,900	$	121,869,632	$	—	$	2,444,449,532

4. Investments and Risks

31 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

Inflation Protected Securities Fund, LLC (the “Master Funds”). Each Master Fund has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Master Fund than in another, the Fund will have greater exposure to the risks of that Master Fund.

The investment objective of Oppenheimer Master Loan Fund, LLC is to seek income. The investment objective of Oppenheimer Master Event-Linked Bond Fund, LLC is to seek total return. The investment objective of Oppenheimer Master Inflation Protected Securities Fund, LLC is to seek total return. The Fund’s investments in the Master Funds are included in the Statement of Investments. The Fund recognizes income and gain/(loss) on its investments in each Master Fund according to its allocated pro-rata share, based on its relative proportion of total outstanding Master Fund shares held, of the total net income earned and the net gain/(loss) realized on investments sold by the Master Funds. As a shareholder, the Fund is subject to its proportional share of the Master Funds’ expenses, including their management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the Master Funds.

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

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

5. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount
Class A
Sold		21,273,960		$	258,593,140			22,989,515		$	253,299,078
Dividends and/or distributions reinvested		1,283,903			15,856,195			1,749,872			20,806,209
Redeemed		(20,534,918	)		(250,035,563	)		(22,255,988	)		(245,207,123)

Net increase		2,022,945		$	24,413,772			2,483,399		$	28,898,164

32 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

5. Shares of Beneficial Interest (Continued)


	Year Ended January 30, 2015				Year Ended January 31, 2014
	Shares		Amount		Shares		Amount
Class B
Sold		151,967	$	1,816,304		208,354	$	2,272,454
Dividends and/or distributions reinvested		993		12,112		87,572		1,026,348
Redeemed		(6,299,938)		(75,178,337)		(7,658,860)		(81,929,848)

Net decrease		(6,146,978)	$	(73,349,921)		(7,362,934)	$	(78,631,046)



Class C
Sold		7,311,859	$	86,714,752		7,476,895	$	80,831,099
Dividends and/or distributions reinvested		130,990		1,584,959		333,890		3,893,061
Redeemed		(7,940,734)		(94,213,635)		(9,253,403)		(99,845,425)

Net decrease		(497,885)	$	(5,913,924)		(1,442,618)	$	(15,121,265)



Class R¹
Sold		1,345,393	$	16,205,498		1,740,002	$	18,988,954
Dividends and/or distributions reinvested		68,727		844,652		122,625		1,450,646
Redeemed		(2,640,833)		(31,875,341)		(4,209,854)		(45,789,490)

Net decrease		(1,226,713)	$	(14,825,191)		(2,347,227)	$	(25,349,890)



Class Y
Sold		1,965,577	$	24,274,066		323,991	$	3,675,139
Dividends and/or distributions reinvested		21,238		265,049		12,442		149,674
Redeemed		(301,391)		(3,706,337)		(282,496)		(3,158,118)

Net increase		1,685,424	$	20,832,778		53,937	$	666,695

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

6. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations and investments in IMMF, for the year ended January 30, 2015 were as follows:


	Purchases		Sales
Investment securities	$	415,113,004	$	379,402,004

7. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Manager does not charge a management fee, but rather collects indirect management fees from the Fund’s investments in the Underlying Funds. The weighted indirect management fees collected from the Fund’s investment in the Underlying Funds, as a percent of average daily net assets of the Fund for the year ended January 30, 2015 was 0.57%. This amount is gross of any waivers or reimbursements of management fees implemented at the Underlying Fund level.

33 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

Asset Allocation Fees. The Fund pays the Manager an asset allocation fee equal to an annual rate of 0.10% of the first $3 billion of the daily net assets of the Fund and 0.08% of the daily net assets in excess of $3 billion.

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. Fees incurred by the Fund with respect to these services are detailed in the Statement of Operations.


Projected Benefit Obligations Increased	$	204
Payments Made to Retired Trustees		10,034
Accumulated Liability as of January 30, 2015		94,291

34 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

7. Fees and Other Transactions with Affiliates (Continued)

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.

Service Plan for Class A Shares. The Fund has adopted a Service Plan (the “Plan”) for Class A shares under Rule 12b-1 of the Investment Company Act of 1940. Under the Plan, the Fund reimburses the Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares. Reimbursement is made periodically at an annual rate of up to 0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other financial institutions periodically for providing personal service and maintenance of accounts of their customers that hold Class A shares. Any unreimbursed expenses the Distributor incurs with respect to Class A shares in any fiscal year cannot be recovered in subsequent periods. Fees incurred by the Fund under the Plan are detailed in the Statement of Operations.


Year Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor

January 30, 2015		$1,227,289		$738		$169,626		$40,568		$4,910

35 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses in order to limit “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses”, (the combined direct (Fund level) and indirect (Underlying Fund level) expenses), will not exceed the annual rate of 1.45%, 2.20%, 2.20%, 1.70% and 1.20%, for Class A, Class B, Class C, Class R and Class Y, respectively. The expense limitations do not include extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’s business. Notwithstanding the foregoing limits, the Manager is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds.

The Manager has also contractually agreed to waive fees and/or reimburse certain Fund expenses at an annual rate of 0.04% as calculated on the daily net assets of the Fund. This waiver and/or reimbursement is applied after (and in addition to) any other applicable waiver and/or expense reimbursements that may apply. During the year ended January 30, 2015, the Manager waived fees and/or reimbursed the Fund $983,212.

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

8. Pending Litigation

36 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Portfolio Series:

We have audited the accompanying statement of assets and liabilities of Active Allocation Fund (a series of Oppenheimer Portfolio Series), including the statement of investments, as of January 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Active Allocation Fund as of January 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Denver, Colorado

March 17, 2015

37 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

FEDERAL INCOME TAX INFORMATION Unaudited

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

Dividends, if any, paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 57.75% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $24,503,136 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2015, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended January 30, 2015, the maximum amount allowable but not less than $7,633,538 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $1,179,630 of foreign income taxes were paid by the Fund during the fiscal year ended January 30, 2015. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $9,167,759 was derived from sources within foreign countries or possessions of the United States.

38 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited

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

39 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

services and risk management, and information the Board has received regarding the experience and professional qualifications of the Managers’ key personnel and the size and functions of its staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Mark Hamilton, Caleb Wong, and Dokyoung Lee, the portfolio managers for the Fund, and the experience of the portfolio managers and the investment performance of the investment companies in which the Fund invests (the “Underlying Funds”). The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which its members have become knowledgeable about in connection with the renewal of the Fund’s service agreements. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreement.

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

Costs of Services by the Adviser. The Board reviewed the expenses borne by the Fund. The Adviser does not charge a traditional management fee to the Fund; however, the Adviser collects indirect management fees from the Fund’s Underlying Funds as well as an additional asset allocation management fee. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load aggressive allocation funds with comparable asset levels and distribution features. After discussions with the Board, the Adviser has agreed to contractually waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” (including the combined direct (Fund level) and indirect (Underlying Fund level) expenses, but excluding (i) interest and fees from borrowing, interest and related expenses from inverse floaters, taxes, dividends tied to short sales, brokerage commission, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) certain other expenses attributable to, and incurred as a result of, a Fund’s investments; and (iii) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of the Fund’s business) to annual rates of 1.45% for Class A shares, 2.20% for Class B shares, 2.20% for Class C shares, 1.70% for Class R shares, and 1.20% for Class Y shares as calculated on the daily net assets of the Fund. This fee waiver and/or expense reimbursement may be amended or withdrawn at any time without prior notice to shareholders. After discussions with the Board, the Adviser has also agreed to contractually waive fees and/or reimburse certain Fund expenses at an annual rate of 0.04% as calculated on the daily net assets of the Fund. This waiver and/or reimbursement is applied after (and in addition to) any other applicable fee waivers and/or expense reimbursements that may apply, and may not be amended or

40 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

withdrawn until one year from the date of the Fund’s prospectus, unless approved by the Board. The Adviser is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds. The Board noted that the Fund was charged no direct traditional management fees, exclusive of Underlying Fund management fees, while certain peer group funds did charge direct management fees. The Fund’s total expenses were lower than its peer group median and category median.

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

41 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

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

Householding—Delivery of Shareholder Documents

42 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited


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

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007) and Trustee (since 2005) Year of Birth: 1943		Director and Vice Chairman of Community Foundation of the Florida Keys (non-profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

David K. Downes, Trustee (since 2007) Year of Birth: 1940		Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006-June 2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and

43 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


David K. Downes, Continued		Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Matthew P. Fink, Trustee (since 2005) Year of Birth: 1941		Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948		Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), Supreme Allied Commander of NATO Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 53 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959		Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the Investment Company Institute (trade association) (June 2004 - April 2007); held

44 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND


Elizabeth Krentzman, Continued		the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller, Trustee (since 2005) Year of Birth: 1942		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joel W. Motley, Trustee (since 2005) Year of Birth: 1952		Director of Greenwall Foundation (since October 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joanne Pace, Trustee (since 2012) Year of Birth: 1958		Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March, 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December, 2012); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May, 2012); Board Director of The Komera Project (non-profit) (since April, 2012); Advisory Board Director of The Agile Trading Group LLC (2012-2013); New York Advisory Board Director of Peace First (non-profit) (2010-2013); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley

45 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


Joanne Pace, Continued		Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

Daniel Vandivort, Trustee (since 2014) Year of Birth: 1954		Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee, Board of Trustees of Huntington Disease Foundation of America (June 2007-December 2013): Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Peter I. Wold, Trustee (since 2005) Year of Birth: 1948		President of Wold Energy Partners, LLC (oil and gas exploration and production) (since 2013); Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, LLC (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has

46 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Peter I. Wold,

Continued

become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.


INTERESTED TRUSTEE		Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

William F. Glavin, Jr., Trustee (since 2013) Year of Birth: 1958		Chairman of the Sub-Adviser (July 2014 -December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

47 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

TRUSTEES AND OFFICERS Unaudited / Continued


OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Hamilton, Lee, Wong, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Mark Hamilton, Vice President (since 2013) Year of Birth: 1965		CIO Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since July 2004). Director of International Equities of the Sub-Adviser (since July 2004); Director of Equities of the Sub-Adviser (October 2010-December 2012); Vice President of HarbourView Asset Management Corporation (July 1994-November 2001) and Vice President of the Sub-Adviser (October 1993-July 2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Dokyoung Lee, Vice President (since 2014) Year of Birth: 1965		Director of Research, Global Multi-Asset Group (since October 2013) and a Senior Vice President of the Sub-Adviser (since October 2013). Mr. Lee served at Alliance Bernstein L.P. (1994-2013): Director of Research for Strategic Asset Allocation (2011-2013), Director of Research for Blend Strategies (2008-2011), Head of Asia Pacific Blend Strategies (2005-2008), Head of Quantitative Research and Senior Portfolio Manager for Japan Value Equities (2001-2005), Portfolio Manager for Emerging Markets Value Equities (1997-2001), and Quantitative Analyst for US Value Equities (1994-1997). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Caleb Wong, Vice President (since 2005) Year of Birth: 1965		Vice President of the Sub-Adviser (since June 1999); Senior Portfolio Manager of the Sub-Adviser (since January 2005); Head of fixed income quantitative research and risk management of the Sub-Adviser (1997-1999) and worked in fixed-income quantitative research and risk management for the Sub-Adviser (since July 1996). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.

Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958		Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management

48 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND


Arthur S. Gabinet, Continued		Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.

Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2005) Year of Birth: 1959		Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

49 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc. DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

50 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

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

Information Sources

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

—

Applications or other forms

—

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

—

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

—

Your transactions with us, our affiliates or others

—

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

—

When you set up challenge questions to reset your password online

Protection of Information

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

Disclosure of Information

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

Right of Refusal

51 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

Internet Security and Encryption

—

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

Other Security Measures

How You Can Help

Who We Are

This joint notice describes the privacy policies of the Oppenheimer funds, OppenheimerFunds, Inc., and 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 2013. In the event it is updated or changed, we will post an updated notice on our website at oppenheimerfunds.com. If you have any questions about these privacy policies, write to us at P.O. Box 5270, Denver, CO 80217-5270, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com or call us at 1.800.CALL OPP (225.5677).

52 OPPENHEIMER PORTFOLIO SERIES ACTIVE ALLOCATION FUND

LOGO

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to Invest

A Better Website for Investors

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

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Table of Contents


Fund Performance Discussion			3

Top Holdings and Allocations			6

Fund Expenses			9

Statement of Investments			11

Statement of Assets and Liabilities			13

Statement of Operations			15

Statements of Changes in Net Assets			16

Financial Highlights			17

Notes to Financial Statements			22

Report of Independent Registered Public Accounting Firm			32

Federal Income Tax Information			33

Board Approval of the Fund’s Investment and Sub-Advisory Agreements			34

Portfolio Proxy Voting Policies and Procedures; Updates to Statement of Investments			37

Trustees and Officers			38

Privacy Policy Notice			46

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 1/30/15*


	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	S&P 500 Index	MSCI World Index
1-Year	4.99%	-1.04%	14.22%	7.00%
5-Year	11.01	9.70	15.60	10.73
Since Inception (4/5/05)	6.29	5.65	7.71	6.08

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements. Index returns are calculated through January 31, 2015.

2 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

Fund Performance Discussion

During the reporting period, the Fund’s Class A shares (without sales charge) produced a total return of 4.99%. On a relative basis, the Fund underperformed the S&P 500 Index and the MSCI World Index, which returned 14.22% and 7.00%, respectively.

MARKET OVERVIEW

across much of the country, it was positive in the second and third quarters of 2014, with Gross Domestic Product (“GDP”) growing at 4.6% and 5.0%, respectively. According to estimates as of the reporting period’s end, GDP in the fourth quarter slowed with an increase of 2.2%.

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

LOGO

3 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

rallied strongly against most currencies, but especially the Russian ruble, Brazilian real, the euro, and Japanese yen. In many cases, the large move in currencies represented buying of the U.S. dollar due to a positive U.S. economic outlook compared to weakening growth prospects elsewhere, in addition to anticipated higher rates in the U.S. The euro was challenged by persistent weakness in Europe and elevated concerns about deflation. Other nations faced headwinds as well. Japan’s economy remained moribund and falling commodity prices pressured natural resource exporters such as Brazil, Russia and Australia. Russia was also under pressure due to sanctions related to hostilities in eastern Ukraine and Crimea, and the precipitous drop in oil prices. Even countries with positive economic fundamentals saw their currencies drop versus the dollar.

FUND REVIEW

Against this backdrop, the Fund’s allocation to domestic equity underlying funds produced positive results, while its holdings in foreign equity underlying funds detracted from performance overall. The largest underlying domestic equity holdings of the Fund were Oppenheimer Value Fund and Oppenheimer Capital Appreciation Fund. The Fund also had allocations to Oppenheimer Main Street Mid Cap Fund and Oppenheimer Main Street Small Cap Fund. All of these underlying funds produced positive absolute performance, but Oppenheimer Capital Appreciation Fund was the top performer as large-cap U.S. growth stocks generally outperformed large-cap U.S.

The Fund’s largest foreign equity underlying funds at period end were Oppenheimer International Growth Fund and Oppenheimer International Value Fund. Both underlying funds produced negative returns this reporting period, and underperformed their benchmark, the MSCI All Country World ex-U.S. Index. The performance of these underlying funds was negatively impacted by their exposure to certain European stocks. The Fund also had allocations to

4 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

Oppenheimer Developing Markets Fund and Oppenheimer International Small Company Fund. Oppenheimer Developing Markets Fund produced a positive total return but underperformed its benchmark, the MSCI Emerging Markets Index. This underlying fund received strong contributions to return from the financials and information technology sectors, but investments in the United

Kingdom and Russia drove its underperformance. Oppenheimer International Small Company Fund produced a positive return and outperformed the negative return of its benchmark, the MSCI All Country World Ex U.S. Small Cap Net Index. Investments in the health care, information technology and materials sectors drove this underlying fund’s performance.

LOGO

Mark Hamilton

Portfolio Manager

LOGO

Dokyoung Lee¹

Portfolio Manager

1. Dokyoung Lee became a Portfolio Manager in May 2014.

5 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

Top Holdings and Allocations*

ASSET CLASS ALLOCATION


Foreign Equity Funds		50.2%
Domestic Equity Funds		49.8

Portfolio holdings and allocations are subject to change. Percentages are as of January 30, 2015, and are based on the total market value of investments

TOP TEN HOLDINGS


Oppenheimer Value Fund, Cl. I		21.8%
Oppenheimer Capital Appreciation Fund, Cl. I		20.3
Oppenheimer International Growth Fund, Cl. I		20.0
Oppenheimer International Value Fund, Cl. I		17.1
Oppenheimer Developing Markets Fund, Cl. I		7.0
Oppenheimer International Small Company Fund, Cl. I		6 .2
Oppenheimer Main Street Mid Cap Fund, Cl. I		4 .2
Oppenheimer Main Street Small Cap Fund, Cl. I		3 .4

*January 30, 2015, was the last business day of the Fund’s fiscal year. See Note 2 of the accompanying Notes to Financial Statements.

6 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 1/30/15


	Inception Date		1-Year		5-Year		Since Inception
Class A (OAAIX)		4/5/05		4.99%		11.01%		6.29%
Class B (OBAIX)		4/5/05		4.24%		10.11%		5.76%
Class C (OCAIX)		4/5/05		4.22%		10.17%		5.48%
Class R (ONAIX)		4/5/05		4.77%		10.77%		6.07%
Class Y (OYAIX)		4/5/05		5.24%		11.40%		6.70%

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 1/30/15
	Inception Date		1-Year		5-Year		Since Inception
Class A (OAAIX)		4/5/05		-1.04%		9.70%		5.65%
Class B (OBAIX)		4/5/05		-0.76%		9.84%		5.76%
Class C (OCAIX)		4/5/05		3.22%		10.17%		5.48%
Class R (ONAIX)		4/5/05		3.77%		10.77%		6.07%
Class Y (OYAIX)		4/5/05		5.24%		11.40%		6.70%

The Fund’s performance is compared to the performance of the S&P 500 Index and the MSCI World Index. The S&P 500 Index is a broad-based measure of domestic stock performance. The MSCI World Index is designed to measure the equity market performance of developed markets. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the

7 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

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.

8 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

Fund Expenses

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended January 30, 2015.

9 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


Actual	Beginning Account Value August 1, 2014		Ending Account Value January 30, 2015		Expenses Paid During 6 Months Ended January 30, 2015
Class A	$	1,000.00	$	987.00	$ 2.39
Class B		1,000.00		983.10	6.18
Class C		1,000.00		983.00	6.18
Class R		1,000.00		985.50	3.64
Class Y		1,000.00		987.60	1.15

Hypothetical (5% return before expenses)
Class A		1,000.00		1,022.66	2.44
Class B		1,000.00		1,018.85	6.29
Class C		1,000.00		1,018.85	6.29
Class R		1,000.00		1,021.41	3.71
Class Y		1,000.00		1,023.92	1.17


Class	Expense Ratios
Class A		0.48	%
Class B		1.24
Class C		1.24
Class R		0.73
Class Y		0.23

10 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND



STATEMENT OF INVESTMENTS January 30, 2015*


	Shares		Value

Investment Company—100.1%¹
Domestic Equity Funds—49.8%
Oppenheimer Capital Appreciation Fund, Cl. I		2,671,462	$	165,470,337

Oppenheimer Main Street Mid Cap Fund, Cl. I		1,127,978		34,324,370

Oppenheimer Main Street Small Cap Fund, Cl. I		2,260,971		27,855,161

Oppenheimer Value Fund, Cl. I		5,680,940		178,097,483

				405,747,351

Foreign Equity Funds—50.3%
Oppenheimer Developing Markets Fund, Cl. I		1,637,489		56,706,251

Oppenheimer International Growth Fund, Cl. I		4,654,096		163,405,301

Oppenheimer International Small Company Fund, Cl. I		1,543,634		50,291,598

Oppenheimer International Value Fund, Cl. I		8,032,562		139,204,291

				409,607,441


Total Investments, at Value (Cost $591,297,980)		100.1%		815,354,792

Net Other Assets (Liabilities)		(0.1)		(698,073)

Net Assets		100.0%	$	814,656,719

Footnotes to Statement of Investments

*January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.


	Shares January 31, 2014		Gross Additions		Gross Reductions		Shares January 30, 2015

Oppenheimer Capital Appreciation Fund, Cl. I		2,385,074		433,371		146,983		2,671,462
Oppenheimer Developing Markets Fund, Cl. I		1,656,290		106,186		124,987		1,637,489
Oppenheimer International Growth Fund, Cl. I		4,746,721		229,758		322,383		4,654,096
Oppenheimer International Small Company Fund, Cl. I		1,573,011		61,041		90,418		1,543,634
Oppenheimer International Value Fund, Cl. I		8,100,656		487,913		556,007		8,032,562
Oppenheimer Main Street Mid Cap Fund, Cl. I ^a		1,797,428		216,448		885,898		1,127,978
Oppenheimer Main Street Small Cap Fund, Cl. I		—		2,260,971		—		2,260,971
Oppenheimer Value Fund, Cl. I		5,744,933		282,007		346,000		5,680,940

11 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND



STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments Continued


	Value		Income		Realized Gain
Oppenheimer Capital Appreciation Fund, Cl. I	$	165,470,337	$	—	$	4,282,334
Oppenheimer Developing Markets Fund, Cl. I		56,706,251		481,547		2,148,216
Oppenheimer International Growth Fund, Cl. I		163,405,301		2,174,738		3,432,531
Oppenheimer International Small Company Fund, Cl. I		50,291,598		437,180		1,010,349
Oppenheimer International Value Fund, Cl. I		139,204,291		3,376,478		2,281,120
Oppenheimer Main Street Mid Cap Fund, Cl. I^a		34,324,370		332,502		16,949,948
Oppenheimer Main Street Small Cap Fund, Cl. I		27,855,161		46,301		—
Oppenheimer Value Fund, Cl. I		178,097,483		3,098,840		4,663,137

Total	$	815,354,792	$	9,947,586	$	34,767,635

Prior to June 30, 2014, the Fund was named Oppenheimer Main Street Small- & Mid-Cap Fund.

See accompanying Notes to Financial Statements.

12 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND



STATEMENT OF ASSETS AND LIABILITIES January 30, 2015¹



Assets
Investments, at value—see accompanying statement of investments—affiliated companies (cost $591,297,980)	$	815,354,792

Cash		310,339

Receivables and other assets:
Shares of beneficial interest sold		583,557
Investments sold		204,105
Other		35,782

Total assets		816,488,575


Liabilities
Payables and other liabilities:
Shares of beneficial interest redeemed		1,577,556
Distribution and service plan fees		175,774
Trustees’ compensation		48,590
Shareholder communications		7,512
Other		22,424

Total liabilities		1,831,856

Net Assets	$	814,656,719



Composition of Net Assets
Par value of shares of beneficial interest	$	55,150

Additional paid-in capital		624,573,958

Accumulated net investment income		8,367,622

Accumulated net realized loss on investments		(42,396,823)

Net unrealized appreciation on investments		224,056,812

Net Assets	$	814,656,719

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

13 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


STATEMENT OF ASSETS AND LIABILITIES Continued




Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $513,521,142 and 34,523,591 shares of beneficial interest outstanding)			$14.87
Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)			$15.78


Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $44,518,332 and 3,066,757 shares of beneficial interest outstanding)			$14.52


Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $186,923,241 and 12,876,543 shares of beneficial interest outstanding)			$14.52


Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $49,121,405 and 3,306,286 shares of beneficial interest outstanding)			$14.86


Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $20,572,599 and 1,376,961 shares of beneficial interest outstanding)			$14.94

See accompanying Notes to Financial Statements.

14 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


STATEMENT OF OPERATIONS For the Year Ended January 30, 2015¹



Investment Income
Dividends - affiliated companies	$	9,947,586

Interest		260

Total investment income		9,947,846


Expenses

Distribution and service plan fees:
Class A		1,274,798
Class B		548,042
Class C		1,880,481
Class R²		262,684

Transfer and shareholder servicing agent fees:
Class A		1,139,428
Class B		120,752
Class C		415,541
Class R²		115,657
Class Y		45,813

Shareholder communications:
Class A		17,720
Class B		2,540
Class C		5,452
Class R²		824
Class Y		120

Trustees’ compensation		12,566

Custodian fees and expenses		10,723

Other		40,892

Net expenses		5,894,033

Net Investment Income		4,053,813

Realized and Unrealized Gain (Loss)
Investments from affiliated companies		34,767,635
Distributions received from affiliated companies		27,862,777

Net realized gain		62,630,412

Net change in unrealized appreciation/depreciation on investments		(28,393,117)

Net Increase in Net Assets Resulting from Operations	$	38,291,108

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

2. Effective July 31, 2014, Class N shares were renamed Class R. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

15 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


STATEMENTS OF CHANGES IN NET ASSETS


	Year Ended January 30, 2015¹		Year Ended January 31, 2014

Operations
Net investment income	$	4,053,813	$	4,504,284

Net realized gain		62,630,412		8,049,513

Net change in unrealized appreciation/depreciation		(28,393,117)		100,455,225

Net increase in net assets resulting from operations		38,291,108		113,009,022


Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(3,971,964)		(3,674,760)
Class B		—		—
Class C		(115,798)		(215,015)
Class R²		(237,438)		(260,098)
Class Y		(219,885)		(202,072)

		(4,545,085)		(4,351,945)


Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		10,890,555		29,452,453
Class B		(22,027,706)		(19,505,677)
Class C		1,770,607		3,273,823
Class R²		(5,579,727)		(9,557,126)
Class Y		(539,078)		1,970,876

		(15,485,349)		5,634,349


Net Assets
Total increase		18,260,674		114,291,426

Beginning of period		796,396,045		682,104,619

End of period (including accumulated net investment income of $8,367,622 and $4,436,638, respectively)	$	814,656,719	$	796,396,045

1. January 30, 2015 represents the last business day of the Fund’s reporting period. See Note 2 of the accompanying Notes.

2. Effective July 31, 2014, Class N shares were renamed Class R. See Note 1 of the accompanying Notes.

See accompanying Notes to Financial Statements.

16 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


FINANCIAL HIGHLIGHTS


Class A	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	14.28	$	12.30	$	10.62	$	11.17	$	9.12

Income (loss) from investment operations:
Net investment income²		0.11		0.12		0.11		0.09		0.08
Net realized and unrealized gain (loss)		0.60		1.97		1.66		(0.56)		2.00

Total from investment operations		0.71		2.09		1.77		(0.47)		2.08

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.12)		(0.11)		(0.09)		(0.08)		(0.03)

Net asset value, end of period	$	14.87	$	14.28	$	12.30	$	10.62	$	11.17



Total Return, at Net Asset Value³		4.99%		16.95%		16.73%		(4.19)%		22.76%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	513,521	$	482,285	$	388,790	$	335,138	$	352,321

Average net assets (in thousands)	$	519,483	$	442,886	$	350,996	$	343,680	$	314,559

Ratios to average net assets:⁴
Net investment income		0.72%		0.88%		0.99%		0.82%		0.76%
Total expenses⁵		0.48%		0.48%		0.47%		0.48%		0.51%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.48%		0.47%		0.47%		0.48%		0.51%

Portfolio turnover rate		10%		6%		17%		5%		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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


Year Ended January 30, 2015	1.17	%
Year Ended January 31, 2014	1.23	%
Year Ended January 31, 2013	1.22	%
Year Ended January 31, 2012	1.25	%
Year Ended January 31, 2011	1.26	%

See accompanying Notes to Financial Statements.

17 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


FINANCIAL HIGHLIGHTS Continued


Class B	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	13.93	$	12.01	$	10.37	$	10.91	$	8.97

Income (loss) from investment operations:
Net investment loss²		(0.02)		(0.02)		0.00		(0.01)		(0.01)
Net realized and unrealized gain (loss)		0.61		1.94		1.64		(0.53)		1.95

Total from investment operations		0.59		1.92		1.64		(0.54)		1.94

Dividends and/or distributions to shareholders Dividends from net investment income		0.00		0.00		0.00		0.00		0.00

Net asset value, end of period	$	14.52	$	13.93	$	12.01	$	10.37	$	10.91



Total Return, at Net Asset Value³		4.24%		15.99%		15.82%		(4.95)%		21.63%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	44,518	$	63,602	$	72,843	$	81,718	$	92,953

Average net assets (in thousands)	$	55,111	$	68,259	$	75,680	$	87,253	$	83,498

Ratios to average net assets:⁴
Net investment income (loss)		(0.14)%		(0.12)%		0.03%		(0.06)%		(0.08)%
Total expenses⁵		1.23%		1.25%		1.30%		1.32%		1.35%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.23%		1.24%		1.30%		1.32%		1.35%

Portfolio turnover rate		10%		6%		17%		5%		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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


Year Ended January 30, 2015	1.92	%
Year Ended January 31, 2014	2.00	%
Year Ended January 31, 2013	2.05	%
Year Ended January 31, 2012	2.09	%
Year Ended January 31, 2011	2.10	%

See accompanying Notes to Financial Statements.

18 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


Class C	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	13.94	$	12.02	$	10.38	$	10.92	$	8.97

Income (loss) from investment operations:
Net investment income²		0.00		0.02		0.02		0.01		0.00
Net realized and unrealized gain (loss)		0.59		1.92		1.63		(0.55)		1.95

Total from investment operations		0.59		1.94		1.65		(0.54)		1.95

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.01)		(0.02)		(0.01)		0.00		0.00

Net asset value, end of period	$	14.52	$	13.94	$	12.02	$	10.38	$	10.92



Total Return, at Net Asset Value³		4.22%		16.11%		15.91%		(4.95)%		21.74%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	186,923	$	177,813	$	150,848	$	136,229	$	144,759

Average net assets (in thousands)	$	189,422	$	164,340	$	139,727	$	140,831	$	129,727

Ratios to average net assets:⁴
Net investment income (loss)		(0.02)%		0.12%		0.22%		0.08%		0.00%
Total expenses⁵		1.22%		1.23%		1.21%		1.23%		1.26%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.22%		1.22%		1.21%		1.23%		1.26%

Portfolio turnover rate		10%		6%		17%		5%		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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


Year Ended January 30, 2015	1.91	%
Year Ended January 31, 2014	1.98	%
Year Ended January 31, 2013	1.96	%
Year Ended January 31, 2012	2.00	%
Year Ended January 31, 2011	2.01	%

See accompanying Notes to Financial Statements.

19 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


FINANCIAL HIGHLIGHTS Continued


Class R	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	14.25	$	12.27	$	10.59	$	11.13	$	9.09

Income (loss) from investment operations:
Net investment income²		0.06		0.06		0.07		0.06		0.06
Net realized and unrealized gain (loss)		0.62		1.99		1.67		(0.55)		1.99

Total from investment operations		0.68		2.05		1.74		(0.49)		2.05

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.07)		(0.07)		(0.06)		(0.05)		(0.01)

Net asset value, end of period	$	14.86	$	14.25	$	12.27	$	10.59	$	11.13



Total Return, at Net Asset Value³		4.77%		16.68%		16.43%		(4.36)%		22.52%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	49,122	$	52,433	$	53,846	$	60,029	$	75,333

Average net assets (in thousands)	$	52,717	$	54,751	$	55,283	$	66,834	$	68,038

Ratios to average net assets:⁴
Net investment income		0.43%		0.46%		0.62%		0.58%		0.57%
Total expenses⁵		0.73%		0.71%		0.69%		0.68%		0.70%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.73%		0.70%		0.69%		0.68%		0.70%

Portfolio turnover rate		10%		6%		17%		5%		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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


Year Ended January 30, 2015	1.42	%
Year Ended January 31, 2014	1.46	%
Year Ended January 31, 2013	1.44	%
Year Ended January 31, 2012	1.45	%
Year Ended January 31, 2011	1.45	%

See accompanying Notes to Financial Statements.

20 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


Class Y	Year Ended January 30, 2015¹		Year Ended January 31, 2014		Year Ended January 31, 2013		Year Ended January 31, 2012		Year Ended January 31, 2011

Per Share Operating Data
Net asset value, beginning of period	$	14.34	$	12.35	$	10.66	$	11.21	$	9.15

Income (loss) from investment operations:
Net investment income²		0.15		0.16		0.15		0.13		0.19
Net realized and unrealized gain (loss)		0.60		1.98		1.68		(0.56)		1.94

Total from investment operations		0.75		2.14		1.83		(0.43)		2.13

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.15)		(0.15)		(0.14)		(0.12)		(0.07)

Net asset value, end of period	$	14.94	$	14.34	$	12.35	$	10.66	$	11.21



Total Return, at Net Asset Value³		5.24%		17.27%		17.20%		(3.81)%		23.31%


Ratios/Supplemental Data
Net assets, end of period (in thousands)	$	20,573	$	20,263	$	15,778	$	13,815	$	14,579

Average net assets (in thousands)	$	20,881	$	17,842	$	14,008	$	14,243	$	8,034

Ratios to average net assets:⁴
Net investment income		1.00%		1.21%		1.35%		1.21%		1.91%
Total expenses⁵		0.23%		0.18%		0.08%		0.12%		0.07%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.23%		0.17%		0.08%		0.12%		0.07%

Portfolio turnover rate		10%		6%		17%		5%		54%

1. January 30, 2015 represents the last business day of the Fund’s 2015 reporting period. See Note 2 of the accompanying Notes.

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

4. Annualized for periods less than one full year.

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


Year Ended January 30, 2015	0.92	%
Year Ended January 31, 2014	0.93	%
Year Ended January 31, 2013	0.83	%
Year Ended January 31, 2012	0.89	%
Year Ended January 31, 2011	0.82	%

See accompanying Notes to Financial Statements.

21 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

NOTES TO FINANCIAL STATEMENTS January 30, 2015

1. Organization

Oppenheimer Portfolio Series (the “Trust”) is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end management investment company. Equity Investor Fund (the “Fund”) is a series of the Trust whose investment objective is to seek capital appreciation. The Fund normally invests in a diversified portfolio of Oppenheimer mutual funds (individually, an “Underlying Fund” and collectively, the “Underlying Funds”). 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 following is a summary of significant accounting policies consistently followed by the Fund.

2. Significant Accounting Policies

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

22 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

2. Significant Accounting Policies (Continued)

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

23 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)


Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward^1,2,3		Net Unrealized Appreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes

$8,431,353		$—		$29,335,607		$210,995,597

1. As of January 30, 2015, the Fund had $29,335,607 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions. Details of the capital loss carryforwards are included in the table below. Capital loss carryovers with no expiration, if any, must be utilized prior to those with expiration dates.


Expiring

2019	$	29,335,607

2. During the fiscal year ended January 30, 2015, the Fund utilized $51,876,172 of capital loss carryforward to offset capital gains realized in that fiscal year.

3. During the fiscal year ended January 31, 2014, the Fund utilized $7,941,916 of capital loss carryforward to offset capital gains realized in that fiscal year.

Accordingly, the following amounts have been reclassified for January 30, 2015. Net assets of the Fund were unaffected by the reclassifications.


Increase to Accumulated Net Investment Income	Increase to Accumulated Net Realized Loss on Investments

$4,422,256		$4,422,256

The tax character of distributions paid during the years ended January 31, 2015 and January 31, 2014 was as follows:

24 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

2. Significant Accounting Policies (Continued)


	Year Ended		Year Ended
	January 31, 2015		January 31, 2014

Distributions paid from:
Ordinary income	$	4,545,085	$	4,351,945


Federal tax cost of securities	$	604,359,195


Gross unrealized appreciation	$	210,995,597
Gross unrealized depreciation		—

Net unrealized appreciation	$	210,995,597

3. Securities Valuation

Valuations Methods and Inputs

25 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

Classifications

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

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 those Underlying Funds which are publicly offered and reported on an exchange as Level 1, and those Underlying Funds which are not

26 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

3. Securities Valuation (Continued)

publicly offered as Level 2, without consideration as to the classification level of the specific investments held by the Underlying Funds.

The table below categorizes amounts that are included in the Fund’s Statement of Assets and Liabilities as of January 30, 2015 based on valuation input level:


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

Assets Table
Investments, at Value:
Investment Companies	$	815,354,792	$	—	$	—	$	815,354,792

Total Assets	$	815,354,792	$	—	$	—	$	815,354,792

4. Investments and Risks

5. Shares of Beneficial Interest

The Fund has authorized an unlimited number of $0.001 par value shares of beneficial interest of each class. Transactions in shares of beneficial interest were as follows:


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount

Class A
Sold		6,451,572		$	97,123,171			7,459,417		$	100,807,372
Dividends and/or distributions reinvested		256,798			3,913,613			241,867			3,613,476
Redeemed		(5,966,782	)		(90,146,229	)		(5,535,417	)		(74,968,395)

Net increase		741,588		$	10,890,555			2,165,867		$	29,452,453



Class B
Sold		56,933		$	827,328			108,086		$	1,430,953
Dividends and/or distributions reinvested		—			—			—			—
Redeemed		(1,555,183	)		(22,855,034	)		(1,610,544	)		(20,936,630)

Net decrease		(1,498,250	)	$	(22,027,706	)		(1,502,458	)	$	(19,505,677)

27 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


NOTES TO FINANCIAL STATEMENTS Continued

5. Shares of Beneficial Interest (Continued)


	Year Ended January 30, 2015						Year Ended January 31, 2014
	Shares			Amount			Shares			Amount

Class C
Sold		2,259,508		$	33,142,628			2,495,238		$	32,980,446
Dividends and/or distributions reinvested		7,694			114,550			14,550			212,426
Redeemed		(2,146,418	)		(31,486,571	)		(2,300,695	)		(29,919,049)

Net increase		120,784		$	1,770,607			209,093		$	3,273,823



Class R¹
Sold		477,389		$	7,186,704			779,306		$	10,424,657
Dividends and/or distributions reinvested		15,201			231,513			17,018			253,906
Redeemed		(864,728	)		(12,997,944	)		(1,504,876	)		(20,235,689)

Net decrease		(372,138	)	$	(5,579,727	)		(708,552	)	$	(9,557,126)



Class Y
Sold		265,706		$	4,007,006			417,822		$	5,749,315
Dividends and/or distributions reinvested		14,261			218,196			13,394			200,918
Redeemed		(316,083	)		(4,764,280	)		(296,069	)		(3,979,357)

Net increase (decrease)		(36,116	)	$	(539,078	)		135,147		$	1,970,876

1. Effective July 31, 2014, Class N shares were renamed Class R.

6. Purchases and Sales of Securities

The aggregate cost of purchases and proceeds from sales of securities, other than short-term obligations, for the year ended January 30, 2015 were as follows:


	Purchases		Sales

Investment securities		$93,723,502		$81,699,827

7. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Manager does not charge a management fee, but rather collects indirect management fees from the Fund’s investments in the Underlying Funds. The weighted indirect management fees collected from the Fund’s investment in the Underlying Funds, as a percent of average daily net assets of the Fund for the year ended January 30, 2015 was 0.64%. This amount is gross of any waivers or reimbursements of management fees implemented at the Underlying Fund level. Under the sub-advisory agreement effective January 1, 2013, the Manager pays the Sub-Adviser a percentage of the indirect management fees (after all applicable waivers) from the Fund’s investments in the Underlying Funds.

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

28 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

7. Fees and Other Transactions with Affiliates (Continued)

the Sub-Adviser an annual fee in monthly installments, equal to a percentage of the investment management fee collected by the Manager from the Fund, which shall be calculated after any investment management fee waivers. The fee paid to the Sub-Adviser is paid by the Manager, not by the Fund.


Projected Benefit Obligations Increased	$	41
Payments Made to Retired Trustees		2,012
Accumulated Liability as of January 30, 2015		18,909

29 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


NOTES TO FINANCIAL STATEMENTS Continued

7. Fees and Other Transactions with Affiliates (Continued)


Year Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor

January 30, 2015		$536,075		$717		$59,050		$18,648		$2,457

30 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

7. Fees and Other Transactions with Affiliates (Continued)

the annual rate of 1.45%, 2.20%, 2.20%, 1.70% and 1.20%, for Class A, Class B, Class C, Class R and Class Y, respectively. The expense limitations do not include extraordinary expenses and other expenses not incurred in the ordinary course of the Fund’s business. Notwithstanding the foregoing limits, the Manager is not required to waive or reimburse Fund expenses in excess of the amount of indirect management fees earned from investments in the Underlying Funds.

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

8. Pending Litigation

31 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees and Shareholders of Oppenheimer Portfolio Series:

We have audited the accompanying statement of assets and liabilities of Equity Investor Fund (a series of Oppenheimer Portfolio Series), including the statement of investments, as of January 30, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of January 30, 2015, by correspondence with the custodian and transfer agent. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Equity Investor Fund as of January 30, 2015, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

KPMG _LLP

Denver, Colorado

March 17, 2015

32 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

FEDERAL INCOME TAX INFORMATION Unaudited

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

Dividends, if any, paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 74.30% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the fiscal year ended January 30, 2015 which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $11,047,216 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2015, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the fiscal year ended January 30, 2015, the maximum amount allowable but not less than $6,923 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

The Fund has elected the application of Section 853 of the Internal Revenue Code to permit shareholders to take a federal income tax credit or deduction, at their option, on a per share basis. The maximum amount allowable but not less than $693,413 of foreign income taxes were paid by the Fund during the fiscal year ended January 30, 2015. A separate notice will be mailed to each shareholder, which will reflect the proportionate share of such foreign taxes which must be treated by shareholders as gross income for federal income tax purposes.

Gross income of the maximum amount allowable but not less than $5,455,617 was derived from sources within foreign countries or possessions of the United States.

33 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

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

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

34 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

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

Costs of Services by the Adviser. The Board reviewed the expenses borne by the Fund. The Adviser does not charge a management fee to the Fund; however, the Adviser collects indirect management fees from the Fund’s Underlying Funds. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load world stock funds with comparable asset levels and distribution features. After discussions with the Board, the Adviser has agreed to contractually waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” (including the combined direct (Fund level) and indirect (Underlying Fund level) expenses, but excluding (i) interest and fees from borrowing, interest and related expenses from inverse floaters, taxes, dividends tied to short sales, brokerage commission, and other expenditures which are capitalized in accordance with generally accepted accounting principles; (ii) certain other expenses attributable to, and incurred as a result of, a Fund’s investments; and (iii) other extraordinary expenses (including litigation expenses) not incurred in the ordinary course of the Fund’s business) to annual rates of 1.45% for Class A shares, 2.20% for Class B shares, 2.20% for Class C shares, 1.70% for Class R shares, and 1.20% for Class Y shares as calculated on the daily net assets of the Fund. This fee waiver and/or expense reimbursement may be amended or withdrawn at any time without prior notice to shareholders. The Board noted that the Fund was charged no actual management fees, exclusive of Underlying Fund management fees, while certain peer group funds did charge direct management fees. The Fund’s total expenses were lower than its peer group median and category median.

Economies of Scale and Profits Realized by the Adviser and Sub-Adviser. The Board considered information regarding OFI Global’s costs in serving as the Fund’s investment

35 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND



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

adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund and whether those economies of scale benefit the Fund’s shareholders at the current level of Fund assets in relation to its management fee. The Fund currently does not charge a management fee.

36 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

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

Householding—Delivery of Shareholder Documents

37 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

TRUSTEES AND OFFICERS Unaudited


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

INDEPENDENT TRUSTEES		The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Brian F. Wruble, Chairman of the Board of Trustees (since 2007) and Trustee (since 2005) Year of Birth: 1943		Director and Vice Chairman of Community Foundation of the Florida Keys (non-profit) (since July 2012); Trustee of the Board of Trustees, The Jackson Laboratory (non-profit) (1991-2011 and since May 2014); Chairman Emeritus (since August 2011) of The Jackson Laboratory (non-profit); Director of Special Value Opportunities Fund, LLC (registered investment company) (affiliate of the Sub-Adviser’s parent company) (since September 2004); Member of Zurich Insurance Group’s Investment Management Advisory Council (insurance) (since 2004); Treasurer (since 2007) and Trustee of the Institute for Advanced Study (non-profit educational institute) (since May 1992); General Partner of Odyssey Partners, L.P. (hedge fund) (September 1995-December 2007); Special Limited Partner of Odyssey Investment Partners, LLC (private equity investment) (January 1999-September 2004). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wruble has served on the Boards of certain Oppenheimer funds since April 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

David K. Downes, Trustee (since 2007) Year of Birth: 1940		Director of THL Credit Inc. (since June 2009); Chief Executive Officer and Board Member of Community Capital Management (investment management company) (since January 2004); President of The Community Reinvestment Act Qualified Investment Fund (investment management company) (since 2004); Director of Actua Corporation (information technology company) (since October 2003); formerly, Independent Chairman GSK Employee Benefit Trust (April 2006-June 2013); Director of Correctnet (January 2006-2007); Independent Chairman of the Board of Trustees of Quaker Investment Trust (registered investment company) (2004-2007); Chief Operating Officer and Chief Financial Officer of Lincoln National Investment Companies, Inc. (subsidiary of Lincoln National Corporation, a publicly traded company) and Delaware Investments U.S., Inc. (investment management subsidiary of Lincoln National Corporation) (1993-2003); President, Chief Executive Officer and Trustee of Delaware Investment Family of Funds (1993-2003); President and Board Member of Lincoln National Convertible Securities Funds, Inc. and the Lincoln National Income Funds, TDC (1993-2003); Chairman and Chief Executive Officer of Retirement Financial Services, Inc. (registered transfer agent and investment adviser and subsidiary of Delaware Investments U.S., Inc.) (1993-2003); President and Chief Executive Officer of Delaware Service Company, Inc. (1995-2003); Chief Administrative Officer, Chief Financial Officer, Vice Chairman and Director of Equitable Capital Management Corporation (investment subsidiary of Equitable Life Assurance Society) (1985-1992); Corporate Controller of Merrill Lynch Company (financial services holding company) (1977-1985); held the following positions at the Colonial Penn Group, Inc. (insurance company): Corporate Budget Director (1974-1977), Assistant Treasurer (1972-1974) and Director of Corporate Taxes (1969-1972); held the following positions at Price Waterhouse Company (financial services firm): Tax Manager (1967-1969), Tax Senior (1965-1967) and

38 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


David K. Downes, Continued		Staff Accountant (1963-1965); United States Marine Corps (1957-1959). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Downes has served on the Boards of certain Oppenheimer funds since December 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Matthew P. Fink, Trustee (since 2005) Year of Birth: 1941		Trustee of the Committee for Economic Development (policy research foundation) (2005-2011); Director of ICI Education Foundation (education foundation) (October 1991-August 2006); President of the Investment Company Institute (trade association) (October 1991-June 2004); Director of ICI Mutual Insurance Company (insurance company) (October 1991-June 2004); Author of The Rise of Mutual Funds: An Insider’s View published by Oxford University Press (second edition 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Fink has served on the Boards of certain Oppenheimer funds since January 2005, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Edmund P. Giambastiani, Jr., Trustee (since 2013) Year of Birth: 1948		Advisory Board Member of the Maxwell School of Citizenship and Public Affairs of Syracuse University (since April 2012); Director of Mercury Defense Systems Inc. (information technology) (August 2011-February 2013); Trustee of the U.S. Naval Academy Foundation (since November 2010); Advisory Board Member of the Massachusetts Institute of Technology Lincoln Laboratory (federally-funded research development center) (since May 2010); Director of The Boeing Company (aerospace and defense) (since October 2009); Trustee of MITRE Corporation (federally-funded research development center) (since September 2008); Independent Director of QinetiQ Group Plc (defense technology and security) (February 2008-August 2011); Director of Monster Worldwide, Inc. (on-line career services) (since January 2008, Lead Director since June 2011); Chairman of Alenia North America, Inc. (military and defense products) (January 2008-October 2009); Director of SRA International, Inc. (information technology and services) (January 2008-July 2011); President of Giambastiani Group LLC (national security and energy consulting) (since October 2007); United States Navy, career nuclear submarine officer (June 1970-October 2007), Vice Chairman of the Joint Chiefs of Staff (2005-October 2007), Supreme Allied Commander of NATO Commander Transformation (2003-2005), Commander, U.S. Joint Forces Command (2002-2005). Since his retirement from the U.S. Navy in October 2007, Admiral Giambastiani has also served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Central Intelligence Agency. Oversees 53 portfolios in the OppenheimerFunds complex. Admiral Giambastiani has served on the Boards of certain Oppenheimer funds since February 2013, including as an Advisory Board Member for certain Oppenheimer funds, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations. For purposes of this report, Admiral Giambastiani is identified as a Trustee.

Elizabeth Krentzman, Trustee (since 2014) Year of Birth: 1959		Advisory Board Member of the Securities and Exchange Commission Historical Society (since 2007); held the following positions at Deloitte & Touche LLP: Principal and Chief Regulatory Advisor for Asset Management Services (2007 - 2014) and U.S. Mutual Fund Leader (2011 - 2014); General Counsel of the

39 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


TRUSTEES AND OFFICERS Unaudited / Continued



Elizabeth Krentzman, Continued		Investment Company Institute (trade association) (June 2004 - April 2007); held the following positions at Deloitte & Touche LLP: National Director of the Investment Management Regulatory Consulting Practice (1997 - 2004), Principal (2003 - 2004), Director (1998 - 2003) and Senior Manager (1997 - 1998); Assistant Director of the Division of Investment Management - Office of Disclosure and Investment Adviser Regulation (1996 - 1997) and various positions with the Division of Investment Management – Office of Regulatory Policy (1991 - 1996) of the U.S. Securities and Exchange Commission; Associate at Ropes & Gray (1987 - 1991); former Chair of the Investment Management Subcommittee of the Washington, D.C. Bar. Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Krentzman has served on the Boards of certain Oppenheimer funds since August 2014, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Mary F. Miller, Trustee (since 2005) Year of Birth: 1942		Trustee of International House (not-for-profit) (since June 2007); Trustee of the American Symphony Orchestra (not-for-profit) (October 1998-November 2011); and Senior Vice President and General Auditor of American Express Company (financial services company) (July 1998-February 2003). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Miller has served on the Boards of certain Oppenheimer funds since August 2004, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joel W. Motley, Trustee (since 2005) Year of Birth: 1952		Director of Greenwall Foundation (since October 2013); Member of the Vestry of Trinity Wall Street (since April 2012); Director of Southern Africa Legal Services Foundation (since March 2012); Board Member of Pulitzer Center for Crisis Reporting (non-profit journalism) (since March 2011); Managing Director of Public Capital Advisors, LLC (privately-held financial advisor) (since January 2006); Managing Director of Carmona Motley, Inc. (privately-held financial advisor) (since January 2002); Director of Columbia Equity Financial Corp. (privately-held financial advisor) (2002-2007); Managing Director of Carmona Motley Hoffman Inc. (privately-held financial advisor) (January 1998-December 2001); Member of the Finance and Budget Committee of the Council on Foreign Relations, Member of the Investment Committee and Board of Human Rights Watch (since July 2000) and Member of the Investment Committee and Board of Historic Hudson Valley (since February 2010). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Motley has served on the Boards of certain Oppenheimer funds since October 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Joanne Pace, Trustee (since 2012) Year of Birth: 1958		Board Director of Horizon Blue Cross Blue Shield of New Jersey (since November 2012); Advisory Board Director of The Alberleen Group LLC (since March, 2012); Advisory Council Member of 100 Women in Hedge Funds (non-profit) (since December, 2012); Advisory Council Member of Morgan Stanley Children’s Hospital (non-profit) (since May, 2012); Board Director of The Komera Project (non-profit) (since April, 2012); Advisory Board Director of The Agile Trading Group LLC (2012-2013); New York Advisory Board Director of Peace First (non-profit) (2010-2013); Senior Advisor of SECOR Asset Management, LP (2010-2011); Managing Director and Chief Operating Officer of Morgan Stanley

40 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


Joanne Pace, Continued		Investment Management (2006-2010); Partner and Chief Operating Officer of FrontPoint Partners, LLC (hedge fund) (2005-2006); held the following positions at Credit Suisse: Managing Director (2003-2005); Global Head of Human Resources and member of Executive Board and Operating Committee (2004-2005), Global Head of Operations and Product Control (2003-2004); held the following positions at Morgan Stanley: Managing Director (1997-2003), Controller and Principal Accounting Officer (1999-2003); Chief Financial Officer (temporary assignment) for the Oversight Committee, Long Term Capital Management (1998-1999). Lead Independent Director and Chair of the Audit and Nominating Committee of The Global Chartist Fund, LLC of Oppenheimer Asset Management (2011-2012); Board Director of Managed Funds Association (2008-2010); Board Director of Morgan Stanley Foundation (2007-2010) and Investment Committee Chair (2008-2010). Oversees 53 portfolios in the OppenheimerFunds complex. Ms. Pace has served on the Boards of certain Oppenheimer funds since November 2012, including as an Advisory Board Member for certain Oppenheimer funds, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations. For purposes of this report, Ms. Pace is identified as a Trustee.

Daniel Vandivort, Trustee (since 2014) Year of Birth: 1954		Chairman and Lead Independent Director/Trustee (March 2010-September 2014), Chairman of the Audit Committee (March 2009-September 2014) and Director/Trustee (December 2008-September 2014) of the Board of Directors/Trustees of Value Line Funds; Trustee, Board of Trustees of Huntington Disease Foundation of America (June 2007-December 2013): Trustee, Board of Trustees, RIM Retirement Savings Plan (2005-2007); President and Chief Investment Officer, Robeco Investment Management, formerly known as Weiss Peck and Greer (January 2005-June 2007); Member, Management Committee of Robeco Investment Management (2001-2007); Chairman and Trustee of the Board of Trustees of Weiss, Peck and Greer Funds (2004-2005); Managing Director and Head of Fixed Income, Weiss, Peck and Greer (November 1994-January 2005); Managing Director and Head of Fixed Income, CS First Boston Investment Management (January 1992-November 1994); Director, Global Product Development, First Boston Asset Management (November 1989-January 1992); Vice President, Fixed Income Sales, First Boston Corp. (May 1984-November 1989). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Vandivort has served on the Boards of certain Oppenheimer funds since 2014, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Peter I. Wold, Trustee (since 2005) Year of Birth: 1948		President of Wold Energy Partners, LLC (oil and gas exploration and production) (since 2013); Director of Arch Coal, Inc. (since 2010); President of Wold Oil Properties, LLC (oil and gas exploration and production company) (since 1994); Vice President of American Talc Company, Inc. (talc mining and milling) (since 1999); Managing Member of Hole-in-the-Wall Ranch (cattle ranching) (since 1979); Director and Chairman of Wyoming Enhanced Oil Recovery Institute Commission (enhanced oil recovery study) (2004-2012); Director and Chairman of the Denver Branch of the Federal Reserve Bank of Kansas City (1993-1999); and Director of PacifiCorp. (electric utility) (1995-1999). Oversees 53 portfolios in the OppenheimerFunds complex. Mr. Wold has served on the Boards of certain Oppenheimer funds since August 2005, during which time he has

41 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


TRUSTEES AND OFFICERS Unaudited / Continued


Peter I. Wold, Continued		become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.


INTERESTED TRUSTEE		Mr. Glavin is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as director of the Sub-Adviser, and as a shareholder of the Sub-Adviser’s parent company. As a Trustee, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

William F. Glavin, Jr., Trustee (since 2013) Year of Birth: 1958		Chairman of the Sub-Adviser (July 2014 -December 2014 and December 2009-December 2012) and Director of the Sub-Adviser (since January 2009); Chairman, Director and Chief Executive Officer (January 2013-June 2014) of the Manager; President of the Manager (January 2013-May 2013); Chief Executive Officer (January 2009-December 2012); President of the Sub-Adviser (May 2009-December 2012); Management Director (June 2009-June 2014), President (December 2009-June 2014) and Chief Executive Officer (January 2011-June 2014) of Oppenheimer Acquisition Corp. (“OAC”) (the Sub-Adviser’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (March 2010-June 2014); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 91 portfolios in the OppenheimerFunds complex. Mr. Glavin has served on the Boards of certain Oppenheimer funds since December 2009, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

42 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND



OTHER OFFICERS OF THE FUND		The addresses of the Officers in the chart below are as follows: for Messrs. Hamilton, Lee, Steinmetz, Gabinet, Mss. Sexton and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

Mark Hamilton, Vice President (since 2013) Year of Birth: 1965		CIO Equities of the Sub-Adviser (since January 2013); Senior Vice President of the Sub-Adviser (since July 2004). Director of International Equities of the Sub-Adviser (since July 2004); Director of Equities of the Sub-Adviser (October 2010-December 2012); Vice President of HarbourView Asset Management Corporation (July 1994-November 2001) and Vice President of the Sub-Adviser (October 1993-July 2004). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Dokyoung Lee, Vice President (since 2014) Year of Birth: 1965		Director of Research, Global Multi-Asset Group (since October 2013) and a Senior Vice President of the Sub-Adviser (since October 2013). Mr. Lee served at Alliance Bernstein L.P. (1994-2013): Director of Research for Strategic Asset Allocation (2011-2013), Director of Research for Blend Strategies (2008-2011), Head of Asia Pacific Blend Strategies (2005-2008), Head of Quantitative Research and Senior Portfolio Manager for Japan Value Equities (2001-2005), Portfolio Manager for Emerging Markets Value Equities (1997-2001), and Quantitative Analyst for US Value Equities (1994-1997). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Arthur P. Steinmetz, President and Principal Executive Officer (since 2014) Year of Birth: 1958		Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 91 portfolios in the OppenheimerFunds complex.

Arthur S. Gabinet, Secretary and Chief Legal Officer (since 2011) Year of Birth: 1958		Executive Vice President, Secretary and General Counsel of the Manager (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of the Sub-Adviser; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General

43 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


TRUSTEES AND OFFICERS Unaudited / Continued


Arthur S. Gabinet, Continued		Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Sub-Adviser (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 91 portfolios in the OppenheimerFunds complex.

Jennifer Sexton, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969		Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 91 portfolios in the OppenheimerFunds complex.

Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973		Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 91 portfolios in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer and Principal Financial & Accounting Officer (since 2005) Year of Birth: 1959		Senior Vice President of the Manager (since January 2013); Treasurer of the Sub-Adviser, HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000-June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Institutional Asset Management, Inc. (November 2000-June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by the Sub-Adviser) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 91 portfolios in the OppenheimerFunds complex.

44 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND


Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder Servicing Agent		OFI Global Asset Management, Inc.

Sub-Transfer Agent		Shareholder Services, Inc. DBA OppenheimerFunds Services

Independent Registered Public Accounting Firm		KPMG LLP

Legal Counsel		Kramer Levin Naftalis & Frankel LLP

45 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

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

Information Sources

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

—

Applications or other forms

—

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

—

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

—

Your transactions with us, our affiliates or others

—

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

—

When you set up challenge questions to reset your password online

Protection of Information

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

Disclosure of Information

Right of Refusal

46 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND

Internet Security and Encryption

—

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

Other Security Measures

How You Can Help

Who We Are

47 OPPENHEIMER PORTFOLIO SERIES EQUITY INVESTOR FUND




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Item 2.

Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3.

Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that David Downes, the Board’s Audit Committee Chairman, is an audit committee financial expert and that Mr. Downes is “independent” for purposes of this Item 3.

Item 4.

Principal Accountant Fees and Services.

(a)	Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $79,800 in fiscal 2015 and $78,300 in fiscal 2014.

(b)	Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and no such fees in fiscal 2014.

The principal accountant for the audit of the registrant’s annual financial statements billed $970,608 in fiscal 2015 and $714,485 in fiscal 2014 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, system conversion testing, and company reorganization

(c)

Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and no such fees in fiscal 2014.

The principal accountant for the audit of the registrant’s annual financial statements billed $550,189 in fiscal 2015 and $581,620 in fiscal 2014 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d)	All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and no such fees in fiscal 2014.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2015 and no such fees in fiscal 2014 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

(e)	(1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

(2) 0%

(f)	Not applicable as less than 50%.

(g)

The principal accountant for the audit of the registrant’s annual financial statements billed $1,520,797 in fiscal 2015 and $1,296,105 in fiscal 2014 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h)

The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5.

Audit Committee of Listed Registrants

Not applicable.

Item 6.

Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

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

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders.

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

None

Item 11.

Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 1/30/2015, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12.

Exhibits.

(a)	(1) Exhibit attached hereto.

(2) Exhibits attached hereto.

(3) Not applicable.

(b)	Exhibit attached hereto.

SIGNATURES

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

Oppenheimer Portfolio Series


By:		/s/ Arthur P. Steinmetz
		Arthur P. Steinmetz
		Principal Executive Officer
Date:		3/9/2015

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:		3/9/2015


By:		/s/ Brian W. Wixted
		Brian W. Wixted
		Principal Financial Officer
Date:		3/9/2015