Oppenheimer Small Cap Value Fund

N-CSRS 1 d493841dncsrs.htm OPPENHEIMER SMALL CAP VALUE FUND Oppenheimer Small Cap Value Fund

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 811-23090

Oppenheimer Small Cap Value Fund

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

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

(Name and address of agent for service)

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

Date of fiscal year end: April 30

Date of reporting period: 10/31/2017

Item 1. Reports to Stockholders.

LOGO

Table of Contents


Fund Performance Discussion			3
Top Holdings and Allocations			5
Fund Expenses			8
Statement of Investments			10
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
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements			34
Portfolio Proxy Voting Policies and Guidelines; Updates to Statements of Investments			37
Trustees and Officers			38
Privacy Notice			39

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 10/31/17


	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	Russell 2000 Value Index
6-Month	2.42%	-3.47%	5.54%
1-Year	16.95	10.22	24.81
Since Inception (12/7/15)	12.71	9.26	17.74

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

2 OPPENHEIMER SMALL CAP VALUE FUND

Fund Performance Discussion

The Fund’s Class A shares (without sales charge) produced a return of 2.42%. In comparison, the Russell 2000 Value Index (the “Index”) returned 5.54% during the same period. The Fund’s underperformance relative to the Index stemmed largely from weaker relative stock selection in the Financials, Health Care and Consumer Discretionary sectors. The Fund outperformed the Index within the Consumer Staples, Information Technology and Telecommunication Services sectors, due mainly to stock selection.

MARKET OVERVIEW

For most of 2017, the big story in the U.S. equity market has been the performance of growth stocks. For the six-month reporting period ended October 31, 2017, the Russell 1000 Growth Index returned 12.57%, while the Russell 1000 Value Index was only up 5.46%. This performance continued a trend of growth stocks outperforming that has largely been in place for the past 10 years.

Investors remain optimistic that economic growth will continue to accelerate, driven by a robust global economy and the potential for pro-growth policies in the US, such as tax reform and deregulation. As a result, top performing sectors in the Index during the reporting period included Financials, which stand to benefit from a tax reform and a reduced regulatory burden, and economically sensitive sectors such as Industrials and Information Technology. Negative performing sectors included Consumer Staples, as investors rotated out of relatively defensive sectors, along with Energy and Telecommunications Services.

FUND REVIEW

Top performing stocks for the Fund this reporting period included Thor Industries, Inc., SunOpta Inc. and Orbital ATK, Inc. Shares of Thor Industries continued to exhibit strong performance during the reporting period. The maker of recreational vehicles reported strong quarterly results and an increase in its order backlog during the period. Orbital ATK is an aerospace and defense company that agreed to be acquired by Northrup Grumman in September 2017. SunOpta manufactures and sells a range of healthy food and beverage products. The company’s shares performed well for most of the reporting period. However, it declined late in the period after a disappointing earnings report. We still believe that management can execute on its turnaround plan and meaningfully improve the company’s cost structure.

Detractors from performance this reporting period included Uniti Group, Inc., SeaWorld Entertainment, Inc. and Medicines Co.

Uniti was spun out of telecommunications company Windstream Holdings, Inc. in 2015

3 OPPENHEIMER SMALL CAP VALUE FUND

as a real estate investment trust (REIT) that owns communications assets such as fiber networks and communication towers. Windstream, which remains Uniti’s largest customer, announced a dividend cut in early August, sending both stocks down on the news. SeaWorld Entertainment is a theme park and entertainment company. The company reported a quarterly loss in August 2017 due to declining attendance at its Orlando and San Diego parks, and its share price fell as a result. Medicines, which has historically been a provider of specialty pharmaceuticals, the company is in the process of transforming itself into a biotechnology firm, and has developed a drug pipeline that includes a promising candidate for the treatment of hypercholesterolemia, or very high cholesterol.

STRATEGY & OUTLOOK

Overall, 2017 has so far been another strong year for U.S. equities. The major equity market indexes have continued their steady advance that has largely been in place for the past several years. As a result, valuations are above normal levels for the market as a whole, but

in our view there are attractively valued opportunities of which we can still take advantage.

This year has been characterized by improving global economic activity, and we believe those trends will continue through the end of the year. As bottom up value investors, we believe there are attractively valued stocks that can benefit from these positive trends.

While many investors focus on a short-term view when considering potential investments, the strategy utilizes in-depth fundamental research to identify companies that are poised for an unanticipated acceleration in return on invested capital over a multi-year time horizon. We believe this longer term approach provides a more comprehensive outlook of potential investments by focusing on all three financial statements – income statement, balance sheet and statement of cash flows – and helps us uncover companies whose generation and use of free cash flow we deem as yet to be fully reflected in the current stock price.

Eric Hewitt

Portfolio Manager

4 OPPENHEIMER SMALL CAP VALUE FUND

Top Holdings and Allocations

TOP TEN COMMON STOCK HOLDINGS


CNO Financial Group, Inc.	1.9	%
Radian Group, Inc.	1.8
Moelis & Co., Cl. A	1.8
Belden, Inc.	1.7
Thor Industries, Inc.	1.7
Midland States Bancorp, Inc.	1.6
Gray Television, Inc.	1.6
Great Western Bancorp, Inc.	1.6
Indivior plc	1.6
BancorpSouth Bank	1.6

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2017, and are based on net assets. For more current Fund holdings, please visit oppenheimerfunds.com.

TOP TEN COMMON STOCK INDUSTRIES


Commercial Banks	15.2	%
Electronic Equipment, Instruments, & Components	5.6
Insurance	4.8
Real Estate Investment Trusts (REITs)	4.7
Thrifts & Mortgage Finance	4.5
Capital Markets	4.1
Food Products	3.9
Hotels, Restaurants & Leisure	3.8
Machinery	3.5
Oil, Gas & Consumable Fuels	3.4

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2017, and are based on net assets.

SECTOR ALLOCATION

LOGO

Portfolio holdings and allocations are subject to change. Percentages are as of October 31, 2017, and are based on the total market value of common stocks.

5 OPPENHEIMER SMALL CAP VALUE FUND

Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 10/31/17


	Inception Date		6-Month			1-Year			Since Inception
Class A (OVSAX)		12/7/15		2.42	%		16.95	%		12.71	%
Class C (OVSCX)		12/7/15		2.07			16.12			11.89
Class I (OVSIX)		12/7/15		2.57			17.29			13.07
Class R (OVSRX)		12/7/15		2.23			16.69			12.45
Class Y (OVSYX)		12/7/15		2.50			17.24			12.99

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 10/31/17


	Inception Date		6-Month			1-Year			Since Inception
Class A (OVSAX)		12/7/15		-3.47	%		10.22	%		9.26	%
Class C (OVSCX)		12/7/15		1.07			15.12			11.89
Class I (OVSIX)		12/7/15		2.57			17.29			13.07
Class R (OVSRX)		12/7/15		2.23			16.69			12.45
Class Y (OVSYX)		12/7/15		2.50			17.24			12.99

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%; and for Class C shares, the contingent deferred sales charge of 1% for the 1-year period. There is no sales charge for Class I, Class R and Class Y shares. Returns for periods of less than one year are cumulative and not annualized. See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

The Russell 2000 Value Index measures the performance of small-cap value segment of the U.S. equity universe. It includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. The Index is unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the Index. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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

6 OPPENHEIMER SMALL CAP VALUE FUND

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

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

7 OPPENHEIMER SMALL CAP VALUE FUND

Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended October 31, 2017.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section for the class of shares you hold, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended October 31, 2017” to estimate the expenses you paid on your account during this period.

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

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

8 OPPENHEIMER SMALL CAP VALUE FUND


Actual	Beginning Account Value May 1, 2017		Ending Account Value October 31, 2017		Expenses Paid During 6 Months Ended October 31, 2017
Class A	$	1,000.00	$	1,024.20	$	6.40
Class C		1,000.00		1,020.70		10.24
Class I		1,000.00		1,025.70		4.76
Class R		1,000.00		1,022.30		7.67
Class Y		1,000.00		1,025.00		5.12

Hypothetical
(5% return before expenses)
Class A		1,000.00		1,018.90		6.38
Class C		1,000.00		1,015.12		10.21
Class I		1,000.00		1,020.52		4.75
Class R		1,000.00		1,017.64		7.66
Class Y		1,000.00		1,020.16		5.10

Expenses are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). Those annualized expense ratios, excluding indirect expenses from affiliated funds, based on the 6-month period ended October 31, 2017 are as follows:


Class	Expense Ratios
Class A		1.25%
Class C		2.00
Class I		0.93
Class R		1.50
Class Y		1.00

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

9 OPPENHEIMER SMALL CAP VALUE FUND

STATEMENT OF INVESTMENTS October 31, 2017 Unaudited


	Shares		Value

Common Stocks—96.5%

Consumer Discretionary—11.2%

Automobiles—1.7%
Thor Industries, Inc.		3,763	$	512,596

Diversified Consumer Services—0.7%
K12, Inc.¹		12,787		207,405

Hotels, Restaurants & Leisure—3.8%
Del Taco Restaurants, Inc.¹		17,275		219,220

Extended Stay America, Inc.		24,468		484,956

SeaWorld Entertainment, Inc.¹		7,859		90,221

Stars Group, Inc. (The)¹		19,951		402,013

				1,196,410

Household Durables—0.9%
Helen of Troy Ltd.¹		3,146		292,263

Leisure Products—0.6%
Nautilus, Inc.¹		14,657		190,541

Media—1.6%
Gray Television, Inc.¹		32,681		508,843

Textiles, Apparel & Luxury Goods—1.9%
Deckers Outdoor Corp.¹		4,991		340,586

Movado Group, Inc.		9,169		253,981

				594,567

Consumer Staples—4.9%

Food Products—3.9%
John B Sanfilippo & Son, Inc.		6,850		403,123

Nomad Foods Ltd.¹		31,483		475,393

SunOpta, Inc.¹		38,218		357,338

				1,235,854

Household Products—1.0%
Weatherford International plc¹		89,696		311,245

Energy—5.9%

Energy Equipment & Services—2.5%
Patterson-UTI Energy, Inc.		13,942		275,773

Ranger Energy Services, Inc., Cl. A¹		23,579		273,517

Superior Energy Services, Inc.¹		26,615		234,744

				784,034


	Shares		Value

Oil, Gas & Consumable Fuels—3.4%
Callon Petroleum Co.¹		24,245	$	268,877

Delek US Holdings, Inc.		11,560		301,138

Gran Tierra Energy, Inc.¹		89,192		193,546

SM Energy Co.		14,090		300,540

				1,064,101

Financials—35.6%

Capital Markets—4.1%
Ares Management LP²		15,261		280,039

Legg Mason, Inc.		11,673		445,675

Moelis & Co., Cl. A		12,761		545,533

				1,271,247

Commercial Banks—15.2%
BancorpSouth Bank		15,848		500,797

Chemical Financial Corp.		9,207		485,117

Fidelity Southern Corp.		19,054		417,854

First Business Financial Services, Inc.		13,617		302,706

First Interstate BancSystem, Inc., Cl. A		5,608		220,394

Glacier Bancorp, Inc.		11,637		441,741

Great Western Bancorp, Inc.		12,536		508,836

IBERIABANK Corp.		5,939		438,001

Midland States Bancorp, Inc.		15,736		510,633

Opus Bank¹		17,556		454,700
Umpqua Holdings Corp.		23,314		477,005

				4,757,784

Consumer Finance—1.0%
Navient Corp.		25,309		315,350

Insurance—4.8%
Aspen Insurance Holdings Ltd.		6,387		274,002

CNO Financial Group, Inc.		25,413		609,150

Hanover Insurance Group, Inc. (The)		4,130		406,309

10 OPPENHEIMER SMALL CAP VALUE FUND


	Shares		Value
Insurance (Continued)
MBIA, Inc.¹		28,534	$	206,872
				1,496,333
Real Estate Investment Trusts (REITs)—4.7%
DCT Industrial Trust, Inc.		4,218		244,728
DiamondRock Hospitality Co.		27,822		302,147
Healthcare Realty Trust, Inc.		7,894		254,503
QTS Realty Trust, Inc., Cl. A		5,840		337,844
Uniti Group, Inc.		18,851		329,892
				1,469,114
Real Estate Management & Development—1.3%
Marcus & Millichap, Inc.¹		1,114		31,660
RE/MAX Holdings, Inc., Cl. A		5,758		382,907
				414,567
Thrifts & Mortgage Finance—4.5%
Federal Agricultural Mortgage Corp., Cl. C		5,037		373,947
OceanFirst Financial Corp.		17,356		481,629
Radian Group, Inc.		26,757		560,827
				1,416,403
Health Care—4.2%
Health Care Equipment & Supplies—1.2%
Halyard Health, Inc.¹		9,173		386,642
Health Care Providers & Services—0.5%
Almost Family, Inc.¹		3,477		153,857
Pharmaceuticals—2.5%
Indivior plc¹		101,739		502,324
Medicines Co. (The)¹		9,617		276,393
				778,717
Industrials—12.6%
Aerospace & Defense—2.3%
Esterline Technologies Corp.¹		3,209		304,374
National Presto Industries, Inc.		3,593		420,022
				724,396
Building Products—2.8%
JELD-WEN Holding, Inc.¹		12,129		447,317


	Shares		Value
Building Products (Continued)
Universal Forest Products, Inc.		3,814	$	430,601
				877,918
Construction & Engineering—1.2%
Tutor Perini Corp.¹		12,950		365,190
Industrial Conglomerates—0.5%
Raven Industries, Inc.		4,705		158,323
Machinery—3.5%
Federal Signal Corp.		10,429		222,659
ITT, Inc.		6,766		315,566
Kennametal, Inc.		9,265		404,417
Milacron Holdings Corp.¹		8,930		160,294
				1,102,936
Marine—1.5%
Kirby Corp.¹		6,541		463,430
Road & Rail—0.8%
YRC Worldwide, Inc.¹		19,423		261,628
Information Technology—11.8%
Communications Equipment—0.9%
NetScout Systems, Inc.¹		9,571		271,816
Electronic Equipment, Instruments, & Components—5.6%
Belden, Inc.		6,705		535,797
Dolby Laboratories, Inc., Cl. A		5,878		340,571
Littelfuse, Inc.		762		159,258
Orbotech Ltd.¹		6,822		305,080
SYNNEX Corp.		1,205		162,530
VeriFone Systems, Inc.¹		12,446		237,470
				1,740,706
IT Services—2.2%
Blackhawk Network Holdings, Inc., Cl. A¹		4,117		139,772
Science Applications International Corp.		3,453		253,243
Travelport Worldwide Ltd.		19,829		311,117
				704,132
Semiconductors & Semiconductor Equipment—3.1%
First Solar, Inc.¹		2,572		140,997

11 OPPENHEIMER SMALL CAP VALUE FUND

STATEMENT OF INVESTMENTS Unaudited / Continued


	Shares		Value
Semiconductors & Semiconductor Equipment (Continued)
MKS Instruments, Inc.		3,634	$	394,834
Silicon Motion Technology Corp., ADR		5,496		266,117
Tower Semiconductor Ltd.¹		5,019		165,928
				967,876
Materials—5.1%
Construction Materials—1.5%
Eagle Materials, Inc.		4,351		459,335
Containers & Packaging—1.3%
Owens-Illinois, Inc.¹		17,041		407,109
Metals & Mining—1.1%
Commercial Metals Co.		16,797		327,206
Paper & Forest Products—1.2%
KapStone Paper & Packaging Corp.		17,197		386,245
Telecommunication Services—1.0%
Diversified Telecommunication Services—1.0%
Consolidated Communications Holdings, Inc.		16,323		312,912


	Shares		Value
Utilities—4.2%
Electric Utilities—3.1%
ALLETE, Inc.		4,324	$	338,785
El Paso Electric Co.		5,380		309,350
Portland General Electric Co.		6,790		324,155
				972,290
Multi-Utilities—1.1%
NorthWestern Corp.		5,991		355,146
Total Common Stocks (Cost $27,048,677)				30,216,467
Investment Company—2.7%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 1.01%^3,4(Cost $857,438)		857,438		857,438
Total Investments, at Value (Cost $27,906,115)		99.2%		31,073,905
Net Other Assets (Liabilities)		0.8		247,165
Net Assets		100.0%	$	31,321,070

Footnotes to Statement of Investments

1. Non-income producing security.

2. Security is a Master Limited Partnership.

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

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


	Shares April 30, 2017		Gross Additions		Gross Reductions		Shares October 31, 2017
Oppenheimer Institutional Government Money Market Fund, Cl. E		543,407		5,828,100		5,514,069		857,438
	Value		Income		Realized Gain (Loss)		Change in Unrealized Gain (Loss)
Oppenheimer Institutional Government Money Market Fund, Cl. E	$	857,438	$	2,226	$	—	$	—

See accompanying Notes to Financial Statements.

12 OPPENHEIMER SMALL CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES October 31, 2017 Unaudited



Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $27,048,677)	$	30,216,467
Affiliated companies (cost $857,438)		857,438

		31,073,905

Cash		1,000

Receivables and other assets:
Investments sold		349,135
Shares of beneficial interest sold		16,445
Dividends		13,428
Other		46,305

Total assets		31,500,218


Liabilities
Payables and other liabilities:
Investments purchased		121,910
Shares of beneficial interest redeemed		37,914
Distribution and service plan fees		6,338
Trustees’ compensation		126
Other		12,860

Total liabilities		179,148


Net Assets	$	31,321,070



Composition of Net Assets
Par value of shares of beneficial interest	$	2,527

Additional paid-in capital		27,936,617

Accumulated net investment loss		(11,958)

Accumulated net realized gain on investments and foreign currency transactions		226,094

Net unrealized appreciation on investments		3,167,790

Net Assets	$	31,321,070

13 OPPENHEIMER SMALL CAP VALUE FUND

STATEMENT OF ASSETS AND LIABILITIES Unaudited / Continued



Net Asset Value Per Share
Class A Shares:

Net asset value and redemption price per share (based on net assets of $22,450,920 and 1,810,417 shares of beneficial interest outstanding)							$12.40

Maximum offering price per share (net asset value plus sales charge of 5.75% of offering price)							$13.16

Class C Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $4,252,397 and 344,431 shares of beneficial interest outstanding)							$12.35

Class I Shares:

Net asset value, redemption price and offering price per share (based on net assets of $15,564 and 1,255 shares of beneficial interest outstanding)							$12.40

Class R Shares:

Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $3,182,946 and 256,476 shares of beneficial interest outstanding)							$12.41

Class Y Shares:

Net asset value, redemption price and offering price per share (based on net assets of $1,419,243 and 114,353 shares of beneficial interest outstanding)							$12.41

See accompanying Notes to Financial Statements.

14 OPPENHEIMER SMALL CAP VALUE FUND

STATEMENT OF

OPERATIONS For the Six Months Ended October 31, 2017 Unaudited



Investment Income

Dividends:
Unaffiliated companies	$	273,070
Affiliated companies		2,226

Total investment income		275,296

Expenses
Management fees		129,981

Distribution and service plan fees:
Class A		20,885
Class C		21,576
Class R		6,872

Transfer and shareholder servicing agent fees:
Class A		25,789
Class C		4,766
Class I		2
Class R		3,064
Class Y		2,111

Shareholder communications:
Class A		3,911
Class C		1,101
Class R		916
Class Y		366

Registration fees		47,264

Custodian fees and expenses		1,249

Borrowing fees		347

Trustees’ compensation		211

Other		14,083

Total expenses		284,494
Less waivers and reimbursements of expenses		(63,615)

Net expenses		220,879

Net Investment Income		54,417

Realized and Unrealized Gain
Net realized gain on:
Investment transactions in unaffiliated companies		177,102
Foreign currency transactions		7

Net realized gain		177,109

Net change in unrealized appreciation/depreciation on investment transactions in unaffiliated companies		359,947

Net Increase in Net Assets Resulting from Operations	$	591,473

See accompanying Notes to Financial Statements.

15 OPPENHEIMER SMALL CAP VALUE FUND

STATEMENTS OF CHANGES IN NET ASSETS


	Six Months Ended October 31, 2017 (Unaudited)		Year Ended April 30, 2017

Operations
Net investment income	$	54,417	$	87,696

Net realized gain		177,109		141,172

Net change in unrealized appreciation/depreciation		359,947		2,583,701

Net increase in net assets resulting from operations		591,473		2,812,569

Dividends and/or Distributions to Shareholders
Dividends from net investment income:
Class A		(44,210)		(91,250)
Class C		—		(1,280)
Class I		(46)		(111)
Class R		(2,327)		(3,202)
Class Y		(5,610)		(10,100)

	(52,193)		(105,943)

Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(5,057,579)		18,961,965
Class C		(700,011)		4,353,170
Class I		3,006		—
Class R		647,602		2,108,607
Class Y		(1,031,647)		2,210,459

	(6,138,629)		27,634,201

Net Assets
Total increase (decrease)		(5,599,349)		30,340,827

Beginning of period		36,920,419		6,579,592

End of period (including accumulated net investment loss of $11,958 and $14,182, respectively)	$	31,321,070	$	36,920,419

See accompanying Notes to Financial Statements.

16 OPPENHEIMER SMALL CAP VALUE FUND

FINANCIAL HIGHLIGHTS


Class A	Six Months Ended October 31, 2017 (Unaudited)		Year Ended April 30, 2017		Period Ended April 29, 2016^1,2

Per Share Operating Data
Net asset value, beginning of period		$12.13		$10.10		$10.00

Income (loss) from investment operations:
Net investment income³		0.03		0.06		0.04
Net realized and unrealized gain		0.26		2.04		0.10

Total from investment operations		0.29		2.10		0.14

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.02)		(0.07)		(0.04)

Net asset value, end of period		$12.40		$12.13		$10.10



Total Return, at Net Asset Value⁴		2.42%		20.87%		1.40%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$22,451		$27,101		$5,922

Average net assets (in thousands)		$23,237		$16,833		$5,052

Ratios to average net assets:⁵
Net investment income		0.45%		0.50%		0.98%
Expenses excluding specific expenses listed below		1.62%		1.69%		2.86%
Interest and fees from borrowings		0.00%⁶		0.00%		0.00%

Total expenses⁷		1.62%		1.69%		2.86%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.25%		1.25%		1.25%

Portfolio turnover rate		33%		52%		22%

1. For the period from December 7, 2015 (commencement of operations) to April 29, 2016.

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

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

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

5. Annualized for periods less than one full year.

6. Less than 0.005%.

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


Six Months Ended October 31, 2017	1.62	%
Year Ended April 30, 2017	1.69	%
Period Ended April 29, 2016	2.87	%

See accompanying Notes to Financial Statements.

17 OPPENHEIMER SMALL CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued


Class C	Six Months Ended October 31, 2017 (Unaudited)		Year Ended April 30, 2017		Period Ended April 29, 2016^1,2

Per Share Operating Data
Net asset value, beginning of period		$12.10		$10.09		$10.00

Income (loss) from investment operations:
Net investment loss³		(0.02)		(0.04)		(0.02)
Net realized and unrealized gain		0.27		2.06		0.13

Total from investment operations		0.25		2.02		0.11

Dividends and/or distributions to shareholders:
Dividends from net investment income		0.00		(0.01)		(0.02)

Net asset value, end of period		$12.35		$12.10		$10.09



Total Return, at Net Asset Value⁴		2.07%		20.01%		1.07%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$4,252		$4,885		$289

Average net assets (in thousands)		$4,297		$2,387		$123

Ratios to average net assets:⁵
Net investment loss		(0.32)%		(0.31)%		(0.46)%
Expenses excluding specific expenses listed below		2.46%		2.52%		3.97%
Interest and fees from borrowings		0.00%⁶		0.00%		0.00%

Total expenses⁷		2.46%		2.52%		3.97%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		2.00%		2.00%		1.96%

Portfolio turnover rate		33%		52%		22%

1. For the period from December 7, 2015 (commencement of operations) to April 29, 2016.

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

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

5. Annualized for periods less than one full year.

6. Less than 0.005%.

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


Six Months Ended October 31, 2017	2.46	%
Year Ended April 30, 2017	2.52	%
Period Ended April 29, 2016	3.98	%

See accompanying Notes to Financial Statements.

18 OPPENHEIMER SMALL CAP VALUE FUND


Class I	Six Months Ended October 31, 2017 (Unaudited)		Year Ended April 30, 2017		Period Ended April 29, 2016^1,2

Per Share Operating Data
Net asset value, beginning of period		$12.13		$10.10		$10.00

Income (loss) from investment operations:
Net investment income³		0.04		0.11		0.04
Net realized and unrealized gain		0.27		2.03		0.11

Total from investment operations		0.31		2.14		0.15

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.04)		(0.11)		(0.05)

Net asset value, end of period		$12.40		$12.13		$10.10



Total Return, at Net Asset Value⁴		2.57%		21.30%		1.50%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$16		$12		$10

Average net assets (in thousands)		$13		$11		$9

Ratios to average net assets:⁵
Net investment income		0.72%		0.96%		0.98%
Expenses excluding specific expenses listed below		1.20%		1.38%		2.47%
Interest and fees from borrowings		0.00%		0.00%		0.00%

Total expenses⁶		1.20%		1.38%		2.47%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.93%		0.93%		0.93%

Portfolio turnover rate		33%		52%		22%

1. For the period from December 7, 2015 (commencement of operations) to April 29, 2016.

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

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

5. Annualized for periods less than one full year.

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


Six Months Ended October 31, 2017	1.20	%
Year Ended April 30, 2017	1.38	%
Period Ended April 29, 2016	2.48	%

See accompanying Notes to Financial Statements.

19 OPPENHEIMER SMALL CAP VALUE FUND

FINANCIAL HIGHLIGHTS Continued


Class R	Six Months Ended October 31, 2017 (Unaudited)		Year Ended April 30, 2017		Period Ended April 29, 2016^1,2

Per Share Operating Data
Net asset value, beginning of period		$12.15		$10.10		$10.00

Income (loss) from investment operations:
Net investment income³		0.01		0.02		(0.00)⁴
Net realized and unrealized gain		0.26		2.07		0.13

Total from investment operations		0.27		2.09		0.13

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.01)		(0.04)		(0.03)

Net asset value, end of period		$12.41		$12.15		$10.10



Total Return, at Net Asset Value⁵		2.23%		20.72%		1.27%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$3,183		$2,468		$205

Average net assets (in thousands)		$2,770		$1,124		$57

Ratios to average net assets:⁶
Net investment income (loss)		0.14%		0.21%		(0.03)%
Expenses excluding specific expenses listed below		1.97%		2.12%		3.71%
Interest and fees from borrowings		0.00%⁷		0.00%		0.00%

Total expenses⁸		1.97%		2.12%		3.71%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.50%		1.50%		1.45%

Portfolio turnover rate		33%		52%		22%

1. For the period from December 7, 2015 (commencement of operations) to April 29, 2016.

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

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

4. Less than $0.005 per share.

5. 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.

6. Annualized for periods less than one full year.

7. Less than 0.005%.

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


Six Months Ended October 31, 2017	1.97	%
Year Ended April 30, 2017	2.12	%
Period Ended April 29, 2016	3.72	%

See accompanying Notes to Financial Statements.

20 OPPENHEIMER SMALL CAP VALUE FUND


Class Y	Six Months Ended October 31, 2017 (Unaudited)		Year Ended April 30, 2017		Period Ended April 29, 2016^1,2

Per Share Operating Data
Net asset value, beginning of period		$12.15		$10.10		$10.00

Income (loss) from investment operations:
Net investment income³		0.04		0.08		0.05
Net realized and unrealized gain		0.26		2.06		0.09

Total from investment operations		0.30		2.14		0.14

Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.04)		(0.09)		(0.04)

Net asset value, end of period		$12.41		$12.15		$10.10



Total Return, at Net Asset Value⁴		2.50%		21.31%		1.44%


Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,419		$2,454		$154

Average net assets (in thousands)		$1,899		$1,285		$137

Ratios to average net assets:⁵
Net investment income		0.72%		0.65%		1.14%
Expenses excluding specific expenses listed below		1.45%		1.45%		2.67%
Interest and fees from borrowings		0.00%⁶		0.00%		0.00%

Total expenses⁷		1.45%		1.45%		2.67%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.00%		1.00%		1.00%

Portfolio turnover rate		33%		52%		22%

1. For the period from December 7, 2015 (commencement of operations) to April 29, 2016.

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

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

5. Annualized for periods less than one full year.

6. Less than 0.005%.

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


Six Months Ended October 31, 2017	1.45	%
Year Ended April 30, 2017	1.45	%
Period Ended April 29, 2016	2.68	%

See accompanying Notes to Financial Statements.

21 OPPENHEIMER SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS October 31, 2017 Unaudited

1. Organization

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

The Fund offers Class A, Class C, Class I, Class R and Class Y shares. 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 without a front-end sales charge but may be subject to a CDSC. Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have separate distribution and/or service plans under which they pay fees. Class I and Class Y shares do not pay such fees.

The following is a summary of significant accounting policies followed in the Fund’s preparation of financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

2. Significant Accounting Policies

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

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

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

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

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

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

22 OPPENHEIMER SMALL CAP VALUE FUND

2. Significant Accounting Policies (Continued)

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

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

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

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

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

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

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account

23 OPPENHEIMER SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

2. Significant Accounting Policies (Continued)

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 paid interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. This rate increased to the Federal Funds Rate plus 2.00% effective January 1, 2017. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended April 30, 2017, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

During the fiscal year ended April 30, 2017, the Fund utilized $50,711 capital loss carryforward to offset capital gains realized in that fiscal year. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates. Capital losses with no expiration will be carried forward to future years if not offset by gains.

At period end, it is estimated that the capital loss carryforwards would be zero. The estimated capital loss carryforward represents the carryforward as of the end of the last fiscal year, increased or decreased by capital losses or gains realized in the first six months of the current fiscal year. During the reporting period, it is estimated that the Fund will not utilize any capital loss carryforward to offset realized capital gains.

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

24 OPPENHEIMER SMALL CAP VALUE FUND

2. Significant Accounting Policies (Continued)

differ from the fiscal year in which the income or net realized gain was recorded by the Fund.

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


Federal tax cost of securities	$	28,045,823

Gross unrealized appreciation	$	4,277,385
Gross unrealized depreciation		(1,249,303)

Net unrealized appreciation	$	3,028,082

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

3. Securities Valuation

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

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a fair valuation for any security for which market quotations are not readily available. The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at least quarterly or more frequently, if necessary.

Valuation Methods and Inputs

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

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

Equity securities traded on a securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the official closing price on the principal exchange on which the security is traded, as identified by the Manager, prior to the time when the Fund’s assets are valued. If the official closing price is unavailable, the security is valued at the last sale price on the principal exchange on which it is traded, or if no sales

25 OPPENHEIMER SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

3. Securities Valuation (Continued)

occurred, the security is valued at the mean between the quoted bid and asked prices. Over-the-counter equity securities are valued at the last published sale price, or if no sales occurred, at the mean between the quoted bid and asked prices. Events occurring after the close of trading on foreign exchanges may result in adjustments to the valuation of foreign securities to more accurately reflect their fair value as of the time when the Fund’s assets are valued.

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

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

Classifications

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

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

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

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

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

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

The Fund classifies each of its investments in investment companies which are publicly

26 OPPENHEIMER SMALL CAP VALUE FUND

3. Securities Valuation (Continued)

offered as Level 1. Investment companies that are not publicly offered, if any, are classified as Level 2 in the fair value hierarchy.

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


	Level 1— Unadjusted Quoted Prices		Level 2— Other Significant Observable Inputs		Level 3— Significant Unobservable Inputs		Value
Assets Table
Investments, at Value:
Common Stocks
Consumer Discretionary	$	3,502,625	$	—	$	—	$	3,502,625
Consumer Staples		1,547,099		—		—		1,547,099
Energy		1,848,135		—		—		1,848,135
Financials		11,140,798		—		—		11,140,798
Health Care		816,892		502,324		—		1,319,216
Industrials		3,953,821		—		—		3,953,821
Information Technology		3,684,530		—		—		3,684,530
Materials		1,579,895		—		—		1,579,895
Telecommunication Services		312,912		—		—		312,912
Utilities		1,327,436		—		—		1,327,436
Investment Company		857,438		—		—		857,438

Total Assets	$	30,571,581	$	502,324	$	—	$	31,073,905

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

4. Investments and Risks

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

Each of the Affiliated Funds in which the Fund invests has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Affiliated Fund than in another, the Fund will have greater exposure to the risks of that Affiliated Fund.

27 OPPENHEIMER SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

4. Investments and Risks (Continued)

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

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

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

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

Shareholder Concentration. At period end, one shareholder owned 20% or more of the Fund’s total outstanding shares.

The shareholder is a related party of the Fund. Related parties may include, but are not limited to, the investment manager and its affiliates, affiliated broker dealers, fund of funds, and directors or employees. The related party owned 20% of the Fund’s total outstanding shares at period end.

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to

28 OPPENHEIMER SMALL CAP VALUE FUND

5. Market Risk Factors (Continued)

various market risk factors:

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

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

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

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

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

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

6.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:


	Six Months Ended October 31, 2017				Year Ended April 30, 2017
	Shares		Amount		Shares		Amount
Class A
Sold		252,528	$	3,062,856		2,142,493	$	24,923,284
Dividends and/or distributions reinvested		2,712		32,601		4,752		55,848
Redeemed		(678,252)		(8,153,036)		(500,340)		(6,017,167)

Net increase (decrease)		(423,012)	$	(5,057,579)		1,646,905	$	18,961,965

29 OPPENHEIMER SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

6. Shares of Beneficial Interest (Continued)


	Six Months Ended October 31, 2017						Year Ended April 30, 2017
	Shares			Amount			Shares			Amount
Class C
Sold		73,396		$	890,604			485,818		$	5,665,587
Dividends and/or distributions reinvested		—			—			108			1,272
Redeemed		(132,539	)		(1,590,615	)		(110,969	)		(1,313,689)

Net increase (decrease)		(59,143	)	$	(700,011	)		374,957		$	4,353,170



Class I
Sold		255		$	3,000			—		$	—
Dividends and/or distributions reinvested		—			6			—			—
Redeemed		—			—			—			—

Net increase		255		$	3,006			—		$	—



Class R
Sold		72,537		$	881,273			222,556		$	2,569,548
Dividends and/or distributions reinvested		193			2,316			273			3,162
Redeemed		(19,451	)		(235,987	)		(39,946	)		(464,103)

Net increase		53,279		$	647,602			182,883		$	2,108,607



Class Y
Sold		39,761		$	481,850			248,102		$	2,944,505
Dividends and/or distributions reinvested		462			5,568			837			10,006
Redeemed		(127,897	)		(1,519,065	)		(62,166	)		(744,052)

Net increase (decrease)		(87,674	)	$	(1,031,647	)		186,773		$	2,210,459

7. Purchases and Sales of Securities

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


	Purchases		Sales

Investment securities	$	10,529,278	$	17,530,831

8.Fees and Other Transactions with Affiliates

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


Fee Schedule

Up to $500 million			0.80%
Next $500 million			0.75
Next $4 billion			0.70
Over $5 billion			0.65

The Fund’s effective management fee for the reporting period was 0.80% of average annual net assets before any applicable waivers.

30 OPPENHEIMER SMALL CAP VALUE FUND

8. Fees and Other Transactions with Affiliates (Continued)

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, which shall be calculated after any applicable fee waivers. Fees incurred and average net assets for each class with respect to these services are detailed in the Statement of Operations and Financial Highlights, respectively.

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

Trustees’ Compensation. The Fund’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 Trustees 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 Trustees. The Fund purchases shares of the funds selected for deferral by the Trustees 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.

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

31 OPPENHEIMER SMALL CAP VALUE FUND

NOTES TO FINANCIAL STATEMENTS Unaudited / Continued

8. Fees and Other Transactions with Affiliates (Continued)

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.

Distribution and Service Plans for Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for 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 C shares’ daily net assets and 0.25% on Class R shares’ daily net assets. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets. The Plans continue in effect from year to year only if the Fund’s Board of Trustees votes annually to approve their continuance at an in person meeting called for that purpose. Fees incurred by the Fund under the Plans are detailed in the Statement of Operations.

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


Six Months Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor

October 31, 2017		$12,877		$—		$—		$—

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse certain expenses so that “Expenses after payments, waivers and/ or reimbursements and reduction to custodian expenses”, excluding expenses incurred directly or indirectly by the Fund as a result of investments in other investment companies, wholly-owned subsidiaries and pooled investment vehicles and interest and fees from borrowings; will not exceed 1.25% for Class A shares, 2.00% for Class C shares, 0.93% for Class I shares,

1.50% for Class R shares and 1.00% for Class Y shares.

During the reporting period, the Manager waived fees and/or reimbursed the Fund as follows:

32 OPPENHEIMER SMALL CAP VALUE FUND

8. Fees and Other Transactions with Affiliates (Continued)


Class A	$	41,021
Class C		9,483
Class I		18
Class R		6,322
Class Y		4,106

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

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

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


Class A	$	1,758
Class C		325
Class R		209
Class Y		144

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

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $229 for IGMMF management fees. This fee waiver and/or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

9. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.875 billion revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with atypical redemption activity. Expenses and fees related to the Facility are paid by the participating funds and are disclosed separately or as other expenses on the Statement of Operations. The Fund did not utilize the Facility during the reporting period.

33 OPPENHEIMER SMALL CAP VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited

The Fund has entered into an investment advisory agreement with OFI Global Asset Management, Inc. (“OFI Global” or the “Adviser”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”) (“OFI Global” and “OFI” together the “Managers”) and OFI Global has entered into a sub-advisory agreement with OFI whereby OFI provides investment sub-advisory services to the Fund (collectively, the “Agreements”). Each year, the Board of Trustees (the “Board”), including a majority of the independent Trustees, is required to determine whether to approve the terms of the Agreements and the renewal thereof. 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 Managers 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 comparative investment performance of the Fund and the Managers, (iii) the fees and expenses of the Fund, including comparative fee and 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 Managers’ duties include providing the Fund with the services of the portfolio manager and the Sub-Adviser’s investment team, who provide research, analysis and other advisory services in regard to the Fund’s investments; and securities trading services. OFI Global is responsible for oversight of third-party service providers; monitoring compliance with applicable Fund policies and procedures and adherence to the Fund’s investment restrictions; risk management; and oversight of the Sub-Adviser. OFI Global is also responsible for providing certain administrative services to the Fund. 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 U.S. 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. OFI Global also provides the Fund with office space, facilities and equipment.

The Board also considered the quality of the services provided and the quality of the

34 OPPENHEIMER SMALL CAP VALUE FUND

Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has over fifty years of experience as an investment adviser and that its assets under management rank it among the top mutual fund managers in the United States. The Board evaluated the Managers’ advisory, administrative, accounting, legal, compliance and risk management services, among other services, 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 Eric Hewitt, the portfolio manager for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers. The Board considered information regarding the quality of services provided by affiliates of the Managers, which the Board members have become knowledgeable about through their experiences with the Managers and in connection with the review or renewal of the Fund’s service agreements or service providers. The Board concluded, in light of the Managers’ experience, reputation, personnel, operations and resources that the Fund benefits from the services provided under the Agreements.

Investment Performance of the Managers and the Fund. Throughout the year, the Managers 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 Managers and by the independent consultant, comparing the Fund’s historical performance to relevant benchmarks or market indices and to the performance of other retail funds in the small value category. The Board noted that the Fund’s one-year performance was below its category median.

Fees and Expenses of the Fund. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The Board also considered the comparability of the fees charged and the services provided to the Fund to the fees and services for other clients or accounts advised by the Adviser. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail front-end load small value funds with comparable asset levels and distribution features. The Board also considered that the Adviser has contractually agreed to waive fees and/or reimburse the Fund so that the total annual fund operating expenses, excluding certain expenses, as a percentage of average daily net assets will not exceed the following annual rates: 1.25% for Class A shares, 2.00% for Class C shares, 0.93% for Class I shares, 1.50% for Class R shares, and 1.00% for Class Y shares, and that the expense limitations may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board. The Board noted that the Fund’s contractual management fee and total expenses, after waivers, were lower than its peer group median and category median.

Economies of Scale and Profits Realized by the Managers. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-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 also considered that the Managers must be able to

35 OPPENHEIMER SMALL CAP VALUE FUND

BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund. The Board noted that the Fund currently has management fee breakpoints, which are intended to share with Fund shareholders economies of scale that may exist as the Fund’s assets grow.

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates and research provided to the Adviser in connection with permissible brokerage arrangements (soft dollar arrangements).

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, 2018. 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.

36 OPPENHEIMER SMALL CAP VALUE FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

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

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

Householding—Delivery of Shareholder Documents

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

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

37 OPPENHEIMER SMALL CAP VALUE FUND

OPPENHEIMER SMALL CAP VALUE FUND


Trustees and Officers		Brian F. Wruble, Chairman of the Board of Trustees and Trustee
		Beth Ann Brown, Trustee
		Edmund P. Giambastiani, Jr., Trustee
		Mary F. Miller, Trustee
		Joel W. Motley, Trustee
		Joanne Pace, Trustee
		Daniel Vandivort, Trustee
		Arthur P. Steinmetz, President and Principal Executive Officer
		Eric Hewitt, Vice President
		Cynthia Lo Bessette, Secretary and Chief Legal Officer
		Jennifer Foxson, Vice President and Chief Business Officer
		Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering
		Officer
		Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer

Manager		OFI Global Asset Management, Inc.

Sub-Adviser		OppenheimerFunds, Inc.

Distributor		OppenheimerFunds Distributor, Inc.

Transfer and Shareholder 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

		The financial statements included herein have been taken from the
		records of the Fund without examination of those records by the
		independent registered public accounting firm.

38 OPPENHEIMER SMALL CAP VALUE FUND

PRIVACY NOTICE

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

Information Sources

We obtain non-public personal information about our shareholders from the following sources:

●

Applications or other forms.

●

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

●

When you enroll in eDocs Direct,^SM our electronic document delivery service.

●

Your transactions with us, our affiliates or others.

●

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

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

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

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

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

Protection of Information

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

Disclosure of Information

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

Right of Refusal

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

39 OPPENHEIMER SMALL CAP VALUE FUND

PRIVACY NOTICE Continued

Internet Security and Encryption

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

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

●

All transactions conducted via our websites, including redemptions, exchanges and purchases, are secured by the highest encryption standards available. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.

●

Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.

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

Other Security Measures

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

How You Can Help

You can also do your part to keep your account information private and to prevent unauthorized transactions. If you obtain a user ID and password for your account, safeguard that information. Strengthening your online credentials–your online security profile–typically your user name, password, and security questions and answers, can be one of your most important lines of defense on the Internet. For additional information on how you can help prevent identity theft, visit https://www. oppenheimerfunds.com/security.

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 as of November 2017. 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, email us by clicking on the Contact Us section of our website at oppenheimerfunds.com, write to us at P.O. Box 5270, Denver, CO 80217-5270, or call us at 800 CALL OPP (225 5677).

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		Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.
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		Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2017 OppenheimerFunds Distributor, Inc. All rights reserved. RS2455.001.1017 December 21, 2017

Item 2. Code of Ethics.

Not applicable to semiannual reports.

Item 3. Audit Committee Financial Expert.

Not applicable to semiannual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable to semiannual reports.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 10/31/2017, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)	(1) Exhibit attached hereto.

(2) Exhibits 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 Small Cap Value Fund


By:		/s/ Arthur P. Steinmetz

		Arthur P. Steinmetz
		Principal Executive Officer
Date:		12/11/2017

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


By:		/s/ Arthur P. Steinmetz

		Arthur P. Steinmetz
		Principal Executive Officer
Date:		12/11/2017


By:		/s/ Brian S. Petersen

		Brian S. Petersen
		Principal Financial Officer
Date:		12/11/2017