N-CSR

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 811-3420

Oppenheimer Integrity Funds

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices) (Zip code)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

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

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: 12/31/2018

Item 1. Reports to Stockholders.

Annual Report 12/31/2018 Oppenheimer Total Return Bond Fund Important Notice: The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling 1.800.225.5677.

Important Updates

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it has entered into an agreement whereby Invesco Ltd., a global investment management company, will acquire OppenheimerFunds, Inc. As of the date of this report, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change. See the Notes to Financial Statements for more information.

Update to Shareholder Report Document Delivery

Beginning January 1, 2021, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. Enrolling in electronic delivery will enable you to receive a direct link to your full shareholder report the moment it becomes available, and limit the amount of mail you receive. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option.

How do you update your delivery preferences?

If you own these shares through a financial intermediary, you may contact your financial intermediary.

If your accounts are held through OppenheimerFunds and you receive statements, confirms, and other documents directly from us, you can enroll in our eDocs Direct^SM service at oppenheimerfunds.com or by calling us. Once you’re enrolled, you’ll begin to receive email notifications of updated documents when they become available. If you have any questions, feel free to call us at 1.800.225.5677.

Table of Contents
Fund Performance Discussion	4
Top Holdings and Allocations	7
Fund Expenses	10
Statement of Investments	12
Statement of Assets and Liabilities	41
Statement of Operations	43
Statements of Changes in Net Assets	45
Financial Highlights	46
Notes to Financial Statements	56
Report of Independent Registered Public Accounting Firm	78
Federal Income Tax Information	79
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements	80
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments	83
Distribution Sources	84
Trustees and Officers	85
Privacy Notice	90

Class A Shares

AVERAGE ANNUAL TOTAL RETURNS AT 12/31/18

	Class A Shares of the Fund
	Without Sales Charge			With Sales Charge			Bloomberg Barclays Credit Index			Bloomberg Barclays U.S. Aggregate Bond Index			FTSE Broad Investment Grade Bond Index
1-Year		-1.12	%		-5.81	%		-2.11	%		0.01	%		-0.01	%
5-Year		2.60			1.61			3.22			2.52			2.51
10-Year		4.75			4.24			5.52			3.48			3.36

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 4.75% maximum applicable sales charge except where “without sales charge” is indicated. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Returns for periods of less than one year are cumulative and not annualized. For performance data current to the most recent month-end, visit oppenheimerfunds.com or call 1.800.CALL OPP (225.5677). See Fund prospectuses and summary prospectuses for more information on share classes and sales charges.

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Fund Performance Discussion

MARKET OVERVIEW

Markets were volatile in 2018 and hit a wall in the last quarter of the year. Several shocks negatively affected market sentiment. The U.S. Federal Reserve (Fed) once again decided to hike interest rates, as was nearly universally expected, but the post-meeting conference was more hawkish than expected. Markets were expecting a clear message that the Fed might consider a pause in any future rate increases, but that was not initially communicated. Equity markets sold off, bonds rallied, and the U.S. dollar weakened. The sell-offs were sizable, which led some to think a recession might be imminent. It was not just the Fed making headlines, some key economic data was also weaker in December. In the U.S., regional surveys from the Fed and Institute for Supply Management (ISM) sentiment surveys decreased markedly, along

with a cool-off in housing. Politics were once again a factor because there was little clarity from the Trump Administration about the policies for tariffs on Chinese imports, and the U.S. Government shutdown did not help in an environment where the appetite for risk declined.

The U.S. economy continued to show strong growth momentum. The tracking of fourth-quarter GDP data suggests the economy will finish the year at around 3% GDP growth. There are pockets of moderation, such as housing and investment expenditures that may have peaked in the second half of the year. Going forward, we believe investment should continue to support growth. With increasingly less slack in the economy, strong profits, and the corporate tax cuts, we believe

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

4        OPPENHEIMER TOTAL RETURN BOND FUND

the environment for investment is healthy. Consumers so far do not seem to be affected by market jitters and politics. Early reports and anecdotes suggest that the holiday shopping period was good. Job growth is still strong, supporting both incomes and consumer confidence. Household finances appear to be in good shape. If growth continues to be above trend as expected, the Fed may resume its hiking cycle, but for the time being, this may be the time to take stock and observe the impact of the tightening delivered so far.

FUND REVIEW

Against this backdrop, the Fund’s Class A shares (without sales charge) returned -1.12% during the reporting period. In comparison, the Bloomberg Barclays U.S. Aggregate Bond Index and the FTSE Broad Investment Grade Bond Index, returned

0.01% and -0.01%, respectively, during the reporting period. Credit underperformed this reporting period, and the Bloomberg Barclays Credit Index returned -2.11%.

In a period where U.S. Treasuries outperformed credit, the Fund’s underweight position in U.S. Treasuries and overweight exposure to investment grade credit were the top detractors to return, leading the Fund to underperform the Bloomberg Barclays U.S. Aggregate Bond Index. The Fund’s top contributors to return over the period were allocations to asset-backed securities (ABS) and non-agency mortgage-backed securities (MBS).

STRATEGY & OUTLOOK

We believe macroeconomic fundamentals remain stable, with U.S. growth slowing as the effects of the stimulus package and tax reform fade, along with pockets of moderation in housing and investment expenditures. We think the Fed will hike interest rates again in 2019 after the 25 basis point increase in

December that brought the range to 2.25%-2.50%. The Fed’s communication was initially hawkish but it has turned dovish potentially leading to a pause so the Fed can observe the impact of its recent tightening measures. The portfolio has returned to benchmark (Bloomberg Barclays U.S. Aggregate Bond Index) neutral duration exposure of 5.87 years relative to the benchmark duration of 5.79 years. We previously reduced interest rate risk by taking a shorter duration posture than the benchmark, but our stop-out level was executed as Treasury yields declined during the quarter.

On a sector level, we continue to maintain our strategic underweight to U.S. Treasuries. Over the period we maintained our significant overweight to agency MBS and slightly increased our exposure. Within structured credit, we continue to favor auto ABS given its attractive fundamentals, carry, and solid structures. We also maintained an overweight in CMBS and remain up-in-structure. Overall, we are more cautious on credit in general as we believe we reside in the fourth quarter of the credit cycle. We maintained our large overweight to investment-grade corporate credit and will continue to monitor valuations to determine our weighting. We also have

5        OPPENHEIMER TOTAL RETURN BOND FUND

modest exposure to typically high Sharpe ratio BB-rated corporates. As a result, we continue to be less likely to meaningfully increase credit risk, absent specific relative value opportunities. We typically avoid B-rated and below high yield corporate bonds as well

as emerging market debt. Given the degree of uncertainty unlikely to be resolved in the near term, we continue to anticipate volatility going forward and view our commitment to risk management as an integral part of the investment process.

  Krishna Memani Portfolio Manager   Peter A. Strzalkowski, CFA Portfolio Manager

6        OPPENHEIMER TOTAL RETURN BOND FUND

Top Holdings and Allocations

PORTFOLIO ALLOCATION
Non-Convertible Corporate Bonds and Notes	39.9	%
Mortgage-Backed Obligations
Government Agency	25.8
Non-Agency	12.1
Asset-Backed Securities	14.7
Short-Term Notes	5.7
Investment Company
Oppenheimer Institutional
Government Money Market
Fund	1.5
U.S. Government Obligations	0.3

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on the total market value of investments.

CORPORATE BONDS & NOTES - TOP TEN INDUSTRIES

Commercial Banks	7.0	%
Oil, Gas & Consumable Fuels	3.5
Capital Markets	3.0
Food Products	2.7
Electric Utilities	2.4
Automobiles	2.0
Media	1.9
Chemicals	1.8
Diversified Telecommunication
Services	1.7
Health Care Providers &
Services	1.5

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on net assets.

For more current Fund holdings, please visit oppenheimerfunds.com.

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Share Class Performance

AVERAGE ANNUAL TOTAL RETURNS WITHOUT SALES CHARGE AS OF 12/31/18

	Inception
	Date		1-Year			5-Year			10-Year
Class A (OPIGX)		4/15/88		-1.12	%		2.60	%		4.75	%
Class C (OPBCX)		7/11/95		-1.90			1.78			3.94
Class I (OPBIX)		4/27/12		-0.77			2.96			3.20	*
Class R (OPBNX)		3/1/01		-1.41			2.29			4.46
Class Y (OPBYX)		4/27/98		-0.84			2.88			5.00

AVERAGE ANNUAL TOTAL RETURNS WITH SALES CHARGE AS OF 12/31/18

	Inception
	Date		1-Year			5-Year			10-Year
Class A (OPIGX)		4/15/88		-5.81	%		1.61	%		4.24	%
Class C (OPBCX)		7/11/95		-2.85			1.78			3.94
Class I (OPBIX)		4/27/12		-0.77			2.96			3.20	*
Class R (OPBNX)		3/1/01		-1.41			2.29			4.46
Class Y (OPBYX)		4/27/98		-0.84			2.88			5.00

* Shows performance since inception.

STANDARDIZED YIELDS
For the 30 Days Ended 12/31/18
Class A	3.59	%
Class C	2.98
Class I	4.11
Class R	3.47
Class Y	4.08

UNSUBSIDIZED STANDARDIZED YIELDS
For the 30 Days Ended 12/31/18
Class A	3.55	%
Class C	2.98
Class I	4.11
Class R	3.46
Class Y	3.97

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 4.75% 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.

Standardized yield is based on an SEC-standardized formula designed to approximate the Fund’s annualized hypothetical current income from securities less expenses for the 30-day period ended December 31, 2018 and that date’s maximum offering price (for Class A shares) or net asset value (for all other share classes). Each result is compounded semiannually and

8        OPPENHEIMER TOTAL RETURN BOND FUND

then annualized. Falling share prices will tend to artificially raise yields. The unsubsidized standardized yield is computed under an SEC-standardized formula based on net income earned for the 30-day period ended December 31, 2018. The calculation excludes any expense reimbursements and thus may result in a lower yield.

The Fund’s performance is compared to the performance of the Bloomberg Barclays Credit Index, an index of non-convertible U.S. investment grade corporate bonds; the Bloomberg Barclays U.S. Aggregate Bond Index, an index of U.S. corporate and government bonds and the FTSE Broad Investment Grade Bond Index, an index of institutionally traded U.S. Treasury Bonds, government-sponsored bonds, mortgage-backed securities and corporate securities. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

The views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio manager(s) and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

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

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

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Fund Expenses

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended December 31, 2018.

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 December 31, 2018” to estimate the expenses you paid on your account during this period.

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

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

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Actual	Beginning Account Value July 1, 2018		Ending Account Value December 31, 2018		Expenses Paid During 6 Months Ended December 31, 2018
Class A	$	1,000.00	$	1,010.50	$	3.81
Class C		1,000.00		1,008.00		7.88
Class I		1,000.00		1,013.90		2.03
Class R		1,000.00		1,010.50		5.33
Class Y		1,000.00		1,012.00		2.28
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,021.42		3.83
Class C		1,000.00		1,017.39		7.91
Class I		1,000.00		1,023.19		2.04
Class R		1,000.00		1,019.91		5.36
Class Y		1,000.00		1,022.94		2.30

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 December 31, 2018 are as follows:

Class	Expense Ratios
Class A		0.75	%
Class C		1.55
Class I		0.40
Class R		1.05
Class Y		0.45

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

11        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS December 31, 2018

	Principal Amount		Value
Asset-Backed Securities—19.2%
Auto Loan—13.2%
American Credit Acceptance Receivables Trust:
Series 2015-3, Cl. D, 5.86%, 7/12/221	$	1,875,000	$	1,883,575
Series 2017-3, Cl. B, 2.25%, 1/11/211		514,912		514,474
Series 2017-4, Cl. B, 2.61%, 5/10/211		1,000,000		998,517
Series 2017-4, Cl. C, 2.94%, 1/10/241		2,831,000		2,818,902
Series 2017-4, Cl. D, 3.57%, 1/10/241		3,368,000		3,348,771
Series 2018-2, Cl. B, 3.46%, 8/10/221		4,330,000		4,331,533
Series 2018-2, Cl. C, 3.70%, 7/10/241		4,275,000		4,282,834
Series 2018-3, Cl. B, 3.49%, 6/13/221		1,295,000		1,297,488
Series 2018-4, Cl. C, 3.97%, 1/13/251		2,935,000		2,948,681
AmeriCredit Automobile Receivables Trust:
Series 2017-2, Cl. D, 3.42%, 4/18/23		3,735,000		3,730,847
Series 2017-3, Cl. D, 3.18%, 7/18/23		4,000,000		3,965,006
Series 2017-4, Cl. D, 3.08%, 12/18/23		2,885,000		2,847,043
Series 2018-3, Cl. C, 3.74%, 10/18/24		4,225,000		4,293,397
Cabela’s Credit Card Master Note Trust, Series 2015-2, Cl. A2, 3.125% [US0001M+67], 7/17/232		9,110,000		9,123,213
Capital Auto Receivables Asset Trust:
Series 2017-1, Cl. D, 3.15%, 2/20/251		560,000		558,777
Series 2018-2, Cl. B, 3.48%, 10/20/231		2,025,000		2,036,189
Series 2018-2, Cl. C, 3.69%, 12/20/231		1,950,000		1,967,124
CarMax Auto Owner Trust:
Series 2015-2, Cl. D, 3.04%, 11/15/21		930,000		928,168
Series 2015-3, Cl. D, 3.27%, 3/15/22		3,045,000		3,041,527
Series 2016-1, Cl. D, 3.11%, 8/15/22		2,045,000		2,030,899
Series 2017-1, Cl. D, 3.43%, 7/17/23		2,675,000		2,674,427
Series 2017-4, Cl. D, 3.30%, 5/15/24		1,435,000		1,430,134
Series 2018-1, Cl. D, 3.37%, 7/15/24		1,095,000		1,083,013
Series 2018-4, Cl. C, 3.85%, 7/15/24		1,470,000		1,500,207
CIG Auto Receivables Trust, Series 2017-1A, Cl. A, 2.71%, 5/15/231		829,528		824,637
CPS Auto Receivables Trust:
Series 2017-C, Cl. A, 1.78%, 9/15/201		147,828		147,611
Series 2017-C, Cl. B, 2.30%, 7/15/211		1,275,000		1,269,270
Series 2017-D, Cl. B, 2.43%, 1/18/221		2,390,000		2,372,910
Series 2018-A, Cl. B, 2.77%, 4/18/221		2,080,000		2,063,721
Series 2018-B, Cl. B, 3.23%, 7/15/221		2,480,000		2,478,796
CPS Auto Trust, Series 2017-A, Cl. B, 2.68%, 5/17/211		735,000		732,700
Credit Acceptance Auto Loan Trust:
Series 2017-3A, Cl. C, 3.48%, 10/15/261		2,865,000		2,852,951
Series 2018-1A, Cl. B, 3.60%, 4/15/271		1,990,000		1,988,460
Series 2018-1A, Cl. C, 3.77%, 6/15/271		2,840,000		2,840,295
Series 2018-2A, Cl. C, 4.16%, 9/15/271		1,785,000		1,812,732
Series 2018-3A, Cl. C, 4.04%, 12/15/271		3,585,000		3,626,050
Drive Auto Receivables Trust:
Series 2015-BA, Cl. D, 3.84%, 7/15/211		152,890		153,120
Series 2016-CA, Cl. D, 4.18%, 3/15/241		1,905,000		1,915,214
Series 2017-1, Cl. D, 3.84%, 3/15/23		3,675,000		3,689,665

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	Principal Amount		Value
Auto Loan (Continued)
Drive Auto Receivables Trust: (Continued)
Series 2017-3, Cl. C, 2.80%, 7/15/22	$	1,590,000	$	1,586,209
Series 2017-BA, Cl. D, 3.72%, 10/17/221		2,685,000		2,690,784
Series 2018-1, Cl. D, 3.81%, 5/15/24		2,545,000		2,550,368
Series 2018-2, Cl. D, 4.14%, 8/15/24		4,985,000		5,027,661
Series 2018-3, Cl. C, 3.72%, 9/16/24		1,912,000		1,917,439
Series 2018-3, Cl. D, 4.30%, 9/16/24		3,340,000		3,388,438
Series 2018-4, Cl. B, 3.36%, 10/17/22		2,160,000		2,156,487
Series 2018-5, Cl. C, 3.99%, 1/15/25		3,380,000		3,412,005
DT Auto Owner Trust:
Series 2016-4A, Cl. E, 6.49%, 9/15/231		3,005,000		3,080,177
Series 2017-1A, Cl. D, 3.55%, 11/15/221		2,360,000		2,363,352
Series 2017-1A, Cl. E, 5.79%, 2/15/241		3,295,000		3,365,162
Series 2017-2A, Cl. D, 3.89%, 1/15/231		2,405,000		2,414,022
Series 2017-3A, Cl. D, 3.58%, 5/15/231		1,180,000		1,179,557
Series 2017-3A, Cl. E, 5.60%, 8/15/241		2,710,000		2,774,840
Series 2017-4A, Cl. C, 2.86%, 7/17/231		1,515,000		1,510,960
Series 2017-4A, Cl. D, 3.47%, 7/17/231		5,210,000		5,196,521
Series 2017-4A, Cl. E, 5.15%, 11/15/241		1,995,000		2,015,499
Series 2018-1A, Cl. B, 3.04%, 1/18/221		2,275,000		2,269,725
Series 2018-2A, Cl. B, 3.43%, 5/16/221		1,300,000		1,300,776
Series 2018-3A, Cl. B, 3.56%, 9/15/221		4,280,000		4,301,653
Series 2018-3A, Cl. C, 3.79%, 7/15/241		1,720,000		1,727,951
Exeter Automobile Receivables Trust:
Series 2018-1A, Cl. B, 2.75%, 4/15/221		2,255,000		2,244,705
Series 2018-4A, Cl. B, 3.64%, 11/15/221		3,575,000		3,575,717
Flagship Credit Auto Trust, Series 2016-1, Cl. C, 6.22%, 6/15/221		4,265,000		4,410,987
GLS Auto Receivables Trust:
Series 2018-1A, Cl. A, 2.82%, 7/15/223		3,564,925		3,552,879
Series 2018-3A, Cl. A, 3.35%, 8/15/221		1,980,706		1,981,864
GM Financial Automobile Leasing Trust:
Series 2017-3, Cl. C, 2.73%, 9/20/21		1,565,000		1,553,776
Series 2018-2, Cl. C, 3.50%, 4/20/22		2,245,000		2,253,462
GMF Floorplan Owner Revolving Trust:
Series 2018-3, Cl. B, 3.49%, 9/15/221		4,056,000		4,082,052
Series 2018-3, Cl. C, 3.68%, 9/15/221		3,435,000		3,457,029
Series 2018-4, Cl. B, 3.68%, 9/15/231		3,435,000		3,479,957
Series 2018-4, Cl. C, 3.88%, 9/15/231		4,295,000		4,351,852
Navistar Financial Dealer Note Master Owner Trust II:
Series 2017-1, Cl. C, 4.056% [US0001M+155], 6/27/221,2		750,000		751,838
Series 2017-1, Cl. D, 4.806% [US0001M+230], 6/27/221,2		865,000		865,870
Series 2018-1, Cl. A, 3.136% [US0001M+63], 9/25/231,2		1,830,000		1,830,085
Series 2018-1, Cl. B, 3.306% [US0001M+80], 9/25/231,2		2,165,000		2,167,821
Santander Drive Auto Receivables Trust:
Series 2015-5, Cl. D, 3.65%, 12/15/21		1,665,000		1,669,031
Series 2016-2, Cl. D, 3.39%, 4/15/22		5,205,000		5,214,796
Series 2017-1, Cl. D, 3.17%, 4/17/23		1,900,000		1,894,552
Series 2017-1, Cl. E, 5.05%, 7/15/241		5,845,000		5,992,057

13        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Auto Loan (Continued)
Santander Drive Auto Receivables Trust: (Continued)
Series 2017-2, Cl. D, 3.49%, 7/17/23	$	2,875,000	$	2,861,267
Series 2017-3, Cl. D, 3.20%, 11/15/23		3,750,000		3,735,454
Series 2018-1, Cl. D, 3.32%, 3/15/24		1,605,000		1,594,926
Series 2018-2, Cl. D, 3.88%, 2/15/24		2,665,000		2,688,563
Series 2018-3, Cl. C, 3.51%, 8/15/23		6,900,000		6,908,548
Series 2018-4, Cl. C, 3.56%, 7/15/24		4,880,000		4,919,102
Series 2018-5, Cl. C, 3.81%, 12/16/24		3,645,000		3,671,968
Santander Retail Auto Lease Trust, Series 2017-A, Cl. C, 2.96%, 11/21/221		2,575,000		2,558,624
TCF Auto Receivables Owner Trust, Series 2015-1A, Cl. D, 3.53%, 3/15/221		1,510,000		1,505,354
United Auto Credit Securitization Trust, Series 2018-1, Cl. C, 3.05%, 9/10/211		4,153,000		4,138,065
Veros Automobile Receivables Trust, Series 2017-1, Cl. A, 2.84%, 4/17/231		681,171		679,214
Westlake Automobile Receivables Trust:
Series 2016-1A, Cl. E, 6.52%, 6/15/221		3,485,000		3,512,579
Series 2017-2A, Cl. E, 4.63%, 7/15/241		4,070,000		4,074,886
Series 2018-1A, Cl. C, 2.92%, 5/15/231		2,340,000		2,318,947
Series 2018-1A, Cl. D, 3.41%, 5/15/231		4,490,000		4,460,040
Series 2018-3A, Cl. B, 3.32%, 10/16/231		3,067,000		3,074,607
				256,664,938
Credit Card—5.4%
Cabela’s Credit Card Master Note Trust:
Series 2015-1A, Cl. A2, 2.995% [US0001M+54], 3/15/232		7,115,000		7,142,575
Series 2015-2, Cl. A1, 2.25%, 7/17/23		10,200,000		10,081,264
Series 2016-1, Cl. A1, 1.78%, 6/15/22		9,723,000		9,667,520
Series 2016-1, Cl. A2, 3.305% [US0001M+85], 6/15/222		3,220,000		3,229,119
Discover Card Execution Note Trust, Series 2016-A4, Cl. A4, 1.39%, 3/15/22		7,570,000		7,487,632
Evergreen Credit Card Trust, Series 2018-2, Cl. A, 2.805% [US0001M+35], 7/15/221,2		6,480,000		6,479,069
GE Capital Credit Card Master Note Trust:
Series 2012-7, Cl. A, 1.76%, 9/15/22		3,030,000		3,004,029
Series 2012-7, Cl. B, 2.21%, 9/15/22		2,705,000		2,687,947
Synchrony Credit Card Master Note Trust, Series 2015-1, Cl. A, 2.37%, 3/15/23		9,990,000		9,913,880
World Financial Network Credit Card Master Trust:
Series 2012-D, Cl. A, 2.15%, 4/17/23		8,375,000		8,340,100
Series 2016-C, Cl. A, 1.72%, 8/15/23		4,778,000		4,727,099
Series 2017-A, Cl. A, 2.12%, 3/15/24		6,215,000		6,132,581
Series 2017-C, Cl. A, 2.31%, 8/15/24		5,740,000		5,662,206
Series 2018-A, Cl. A, 3.07%, 12/16/24		7,965,000		7,945,540
Series 2018-B, Cl. A, 3.46%, 7/15/25		3,870,000		3,912,767
Series 2018-C, Cl. A, 3.55%, 8/15/25		7,920,000		8,026,187
				104,439,515

14        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
Equipment—0.4%
CCG Receivables Trust:
Series 2017-1, Cl. B, 2.75%, 11/14/231	$	2,915,000	$	2,879,683
Series 2018-1, Cl. B, 3.09%, 6/16/251		1,320,000		1,315,406
Series 2018-1, Cl. C, 3.42%, 6/16/251		381,000		379,681
Series 2018-2, Cl. C, 3.87%, 12/15/251		980,000		988,589
CNH Equipment Trust, Series 2017-C, Cl. B, 2.54%, 5/15/25		960,000		948,202
Dell Equipment Finance Trust, Series 2018-1, Cl. B, 3.34%, 6/22/231		1,366,000		1,370,334
FRS I LLC, Series 2013-1A, Cl. A1, 1.80%, 4/15/431		44,725		44,577
				7,926,472
Loans: Other—0.2%
Ameriquest Mortgage Securities, Inc. Asset-Backed Pass-Through Certificates, Series 2005-R5, Cl. M2, 3.196% [US0001M+69], 7/25/352		1,479,530		1,484,373
Dell Equipment Finance Trust, Series 2017-2, Cl. B, 2.47%, 10/24/221		955,000		946,797
Element Rail Leasing I LLC, Series 2014-1A, Cl. A1, 2.299%, 4/19/441		952,963		945,241
				3,376,411
Total Asset-Backed Securities (Cost $372,058,879)				372,407,336
Mortgage-Backed Obligations—49.7%
Government Agency—33.8%
FHLMC/FNMA/FHLB/Sponsored—29.7%
Federal Home Loan Mortgage Corp. Gold Pool:
5.50%, 9/1/39		1,132,463		1,201,306
6.00%, 7/1/24-11/1/37		173,551		188,614
6.50%, 4/1/21-4/1/34		209,683		226,461
7.00%, 7/1/21-10/1/37		1,808,882		2,054,823
9.00%, 8/1/22-5/1/25		3,932		4,193
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 183, Cl. IO, 77.217%, 4/1/274		184,798		40,953
Series 192, Cl. IO, 99.999%, 2/1/284		23,488		4,696
Series 206, Cl. IO, 0.993%, 12/15/294		48,019		13,619
Series 243, Cl. 6, 0.00%, 12/15/324,5		152,286		28,999
Series 304, Cl. C47, 5.341%, 12/15/274		1,466,569		128,475
Federal Home Loan Mortgage Corp., Mtg.-Linked Amortizing Global Debt Securities, Series 2012-1, Cl. A10, 2.06%, 1/15/22		2,622,478		2,581,909
Federal Home Loan Mortgage Corp., Multifamily Structured Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security, Series KC02, Cl. X1, 0.00%, 3/25/244,5		76,766,060		1,416,395
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed Security, Series 176, Cl. PO, 4.207%, 6/1/266		26,998		24,820
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 151, Cl. F, 9.00%, 5/15/21		639		652
Series 1590, Cl. IA, 3.505% [LIBOR01M+105], 10/15/232		361,899		368,851
Series 2034, Cl. Z, 6.50%, 2/15/28		3,516		3,810
Series 2043, Cl. ZP, 6.50%, 4/15/28		518,998		572,198

15        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: (Continued)
Series 2046, Cl. G, 6.50%, 4/15/28	$	168,155	$	185,389
Series 2053, Cl. Z, 6.50%, 4/15/28		3,302		3,651
Series 2063, Cl. PG, 6.50%, 6/15/28		227,933		249,588
Series 2145, Cl. MZ, 6.50%, 4/15/29		74,696		83,117
Series 2148, Cl. ZA, 6.00%, 4/15/29		115,302		124,942
Series 2195, Cl. LH, 6.50%, 10/15/29		216,449		236,929
Series 2326, Cl. ZP, 6.50%, 6/15/31		63,474		68,816
Series 2341, Cl. FP, 3.355% [LIBOR01M+90], 7/15/312		116,493		119,541
Series 2423, Cl. MC, 7.00%, 3/15/32		399,588		448,370
Series 2461, Cl. PZ, 6.50%, 6/15/32		449,450		490,861
Series 2463, Cl. F, 3.455% [LIBOR01M+100], 6/15/322		416,525		428,682
Series 2635, Cl. AG, 3.50%, 5/15/32		357,329		358,333
Series 2676, Cl. KY, 5.00%, 9/15/23		415,009		423,665
Series 2770, Cl. TW, 4.50%, 3/15/19		1,829		1,828
Series 3010, Cl. WB, 4.50%, 7/15/20		34,333		34,411
Series 3025, Cl. SJ, 15.748% [-3.667 x LIBOR01M+2,475], 8/15/352		83,390		119,182
Series 3030, Cl. FL, 2.855% [LIBOR01M+40], 9/15/352		224,020		225,004
Series 3645, Cl. EH, 3.00%, 12/15/20		2,359		2,350
Series 3815, Cl. BD, 3.00%, 10/15/20		39		39
Series 3822, Cl. JA, 5.00%, 6/15/40		148,162		151,010
Series 3848, Cl. WL, 4.00%, 4/15/40		442,999		447,529
Series 3857, Cl. GL, 3.00%, 5/15/40		16,537		16,728
Series 4221, Cl. HJ, 1.50%, 7/15/23		526,454		514,012
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2129, Cl. S, 55.786%, 2/15/294		264,732		39,915
Series 2130, Cl. SC, 55.931%, 3/15/294		59,789		7,722
Series 2134, Cl. SB, 69.787%, 3/15/294		73,645		9,230
Series 2422, Cl. SJ, 0.00%, 1/15/324,5		257,692		44,916
Series 2493, Cl. S, 11.181%, 9/15/294		18,872		3,076
Series 2682, Cl. TQ, 99.999%, 10/15/334		532,015		79,077
Series 2796, Cl. SD, 71.713%, 7/15/264		119,527		13,658
Series 2920, Cl. S, 16.751%, 1/15/354		530,943		74,945
Series 2922, Cl. SE, 17.235%, 2/15/354		423,476		55,115
Series 2981, Cl. AS, 0.453%, 5/15/354		1,107,416		133,116
Series 2981, Cl. BS, 99.999%, 5/15/354		1,087,918		154,896
Series 3005, Cl. WI, 0.00%, 7/15/354,5		352,983		76,157
Series 3397, Cl. GS, 0.00%, 12/15/374,5		210,513		34,482
Series 3424, Cl. EI, 0.00%, 4/15/384,5		84,371		7,497
Series 3450, Cl. BI, 8.337%, 5/15/384		2,233,069		303,561
Series 3606, Cl. SN, 12.856%, 12/15/394		623,472		75,654
Series 4057, Cl. QI, 4.996%, 6/15/274		10,166,470		793,569
Series 4205, Cl. AI, 0.00%, 5/15/284,5		2,508,605		190,412
Series 4818, Cl. BI, 0.00%, 3/15/454,5		3,752,238		672,044
Federal National Mortgage Assn.: 2.50%, 1/1/347		27,675,000		27,030,449

16        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn.: (Continued)
3.00%, 1/1/34-1/1/497	$	55,630,000	$	54,798,310
3.50%, 1/1/34-1/1/497		177,450,000		177,949,573
4.00%, 1/1/34-1/1/497		112,295,000		114,594,629
4.50%, 1/1/497		103,800,000		107,552,068
5.00%, 1/1/497		54,100,000		56,693,712
Federal National Mortgage Assn. Pool:
5.00%, 3/1/21		2,764		2,811
5.50%, 2/1/35-5/1/36		864,948		932,560
6.00%, 5/1/20		201		201
6.50%, 10/1/19-11/1/31		1,335,876		1,479,574
7.00%, 4/1/33-4/1/34		861,144		977,195
7.50%, 1/1/33-8/1/33		1,291,950		1,481,521
8.50%, 7/1/32		3,439		3,480
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 222, Cl. 2, 99.999%, 6/25/234		158,710		17,636
Series 247, Cl. 2, 0.00%, 10/25/234,5		17,861		2,071
Series 252, Cl. 2, 99.999%, 11/25/234		151,064		19,232
Series 254, Cl. 2, 99.999%, 1/25/244		293,297		39,213
Series 301, Cl. 2, 21.191%, 4/25/294		89,168		18,175
Series 303, Cl. IO, 53.32%, 11/25/294		20,636		4,730
Series 319, Cl. 2, 17.199%, 2/25/324		76,233		17,040
Series 320, Cl. 2, 58.739%, 4/25/324		1,540,680		358,936
Series 321, Cl. 2, 23.85%, 4/25/324		235,053		55,213
Series 324, Cl. 2, 14.61%, 7/25/324		105,693		24,648
Series 331, Cl. 9, 13.902%, 2/25/334		860,691		171,102
Series 334, Cl. 14, 17.802%, 2/25/334		726,511		168,275
Series 334, Cl. 15, 1.811%, 2/25/334		494,317		110,857
Series 334, Cl. 17, 29.874%, 2/25/334		26,700		6,372
Series 339, Cl. 12, 0.00%, 6/25/334,5		573,118		111,507
Series 339, Cl. 7, 0.00%, 11/25/334,5		577,794		125,722
Series 343, Cl. 13, 99.999%, 9/25/334		666,004		120,669
Series 343, Cl. 18, 99.999%, 5/25/344		392,824		89,456
Series 345, Cl. 9, 0.00%, 1/25/344,5		294,258		66,596
Series 351, Cl. 10, 0.00%, 4/25/344,5		231,753		48,839
Series 351, Cl. 8, 0.00%, 4/25/344,5		409,368		79,968
Series 356, Cl. 10, 0.00%, 6/25/354,5		285,260		57,673
Series 356, Cl. 12, 0.00%, 2/25/354,5		141,107		30,520
Series 362, Cl. 13, 0.00%, 8/25/354,5		365,444		75,269
Series 364, Cl. 16, 0.00%, 9/25/354,5		510,109		103,111
Series 365, Cl. 16, 99.999%, 3/25/364		317,748		64,701
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1993-104, Cl. ZB, 6.50%, 7/25/23		53,322		56,055
Series 1993-87, Cl. Z, 6.50%, 6/25/23		52,574		55,399
Series 1996-35, Cl. Z, 7.00%, 7/25/26		18,429		19,912
Series 1998-58, Cl. PC, 6.50%, 10/25/28		119,144		129,736
Series 1998-61, Cl. PL, 6.00%, 11/25/28		161,188		175,009
Series 1999-54, Cl. LH, 6.50%, 11/25/29		242,105		263,531
Series 1999-60, Cl. PG, 7.50%, 12/25/29		1,197,440		1,341,172

17        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates: (Continued)
Series 2001-51, Cl. OD, 6.50%, 10/25/31	$	202,180	$	213,662
Series 2002-56, Cl. FN, 3.506% [LIBOR01M+100], 7/25/322		139,058		141,773
Series 2003-130, Cl. CS, 9.088% [-2 x LIBOR01M+1,410], 12/25/332		181,969		185,812
Series 2003-21, Cl. FK, 2.906% [LIBOR01M+40], 3/25/332		36,102		36,247
Series 2004-25, Cl. PC, 5.50%, 1/25/34		3,818		3,818
Series 2005-104, Cl. MC, 5.50%, 12/25/25		801,418		831,390
Series 2005-109, Cl. AH, 5.50%, 12/25/25		2,290,411		2,351,740
Series 2005-31, Cl. PB, 5.50%, 4/25/35		2,480,000		2,715,103
Series 2005-71, Cl. DB, 4.50%, 8/25/25		181,832		184,172
Series 2005-73, Cl. DF, 2.756% [LIBOR01M+25], 8/25/352		188,346		189,001
Series 2006-50, Cl. SK, 15.01% [-3.667 x LIBOR01M+2,420], 6/25/362		303,899		424,106
Series 2008-75, Cl. DB, 4.50%, 9/25/23		659		658
Series 2009-113, Cl. DB, 3.00%, 12/25/20		34,199		34,042
Series 2009-36, Cl. FA, 3.446% [LIBOR01M+94], 6/25/372		176,594		180,607
Series 2009-70, Cl. TL, 4.00%, 8/25/19		403		402
Series 2010-43, Cl. KG, 3.00%, 1/25/21		15,132		15,105
Series 2011-15, Cl. DA, 4.00%, 3/25/41		100,890		101,792
Series 2011-3, Cl. EL, 3.00%, 5/25/20		33,290		33,161
Series 2011-3, Cl. KA, 5.00%, 4/25/40		732,530		763,559
Series 2011-38, Cl. AH, 2.75%, 5/25/20		12		12
Series 2011-82, Cl. AD, 4.00%, 8/25/26		55,882		55,763
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security:
Series 2001-15, Cl. SA, 99.999%, 3/17/314		11,730		1,007
Series 2001-61, Cl. SE, 5.816%, 11/18/314		118,610		20,124
Series 2001-65, Cl. S, 7.711%, 11/25/314		246,803		46,020
Series 2001-81, Cl. S, 10.067%, 1/25/324		36,259		6,303
Series 2002-12, Cl. SB, 25.858%, 7/25/314		57,922		9,569
Series 2002-2, Cl. SW, 28.374%, 2/25/324		69,448		12,260
Series 2002-38, Cl. SO, 28.053%, 4/25/324		41,719		6,397
Series 2002-41, Cl. S, 18.458%, 7/25/324		364,913		58,692
Series 2002-47, Cl. NS, 9.061%, 4/25/324		114,514		20,854
Series 2002-5, Cl. SD, 99.999%, 2/25/324		48,336		7,031
Series 2002-51, Cl. S, 9.386%, 8/25/324		105,145		19,148
Series 2002-52, Cl. SD, 40.579%, 9/25/324		166,259		31,233
Series 2002-60, Cl. SM, 0.00%, 8/25/324,5		331,752		44,289
Series 2002-60, Cl. SY, 99.999%, 4/25/324		330,338		11,304
Series 2002-64, Cl. SD, 10.821%, 4/25/274		152,519		20,652
Series 2002-7, Cl. SK, 2.149%, 1/25/324		202,417		29,007
Series 2002-75, Cl. SA, 10.498%, 11/25/324		201,967		35,630
Series 2002-77, Cl. BS, 10.952%, 12/18/324		403,781		67,675
Series 2002-77, Cl. IS, 26.973%, 12/18/324		71,077		12,275
Series 2002-77, Cl. SH, 10.849%, 12/18/324		51,315		8,203
Series 2002-84, Cl. SA, 3.225%, 12/25/324		52,593		8,533
Series 2002-89, Cl. S, 37.478%, 1/25/334		509,750		97,837

18        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Interest-Only Stripped Mtg.-Backed Security: (Continued)
Series 2002-9, Cl. MS, 10.055%, 3/25/324	$	3,164	$	596
Series 2002-90, Cl. SN, 0.00%, 8/25/324,5		301,850		40,297
Series 2002-90, Cl. SY, 0.655%, 9/25/324		167,189		22,661
Series 2003-14, Cl. OI, 36.333%, 3/25/334		772,194		171,939
Series 2003-26, Cl. IK, 57.851%, 4/25/334		342,380		76,501
Series 2003-33, Cl. SP, 5.27%, 5/25/334		320,177		61,681
Series 2003-4, Cl. S, 1.285%, 2/25/334		96,013		17,487
Series 2003-52, Cl. NS, 0.00%, 6/25/234,5		947,076		45,989
Series 2004-54, Cl. DS, 52.847%, 11/25/304		31,734		4,534
Series 2004-56, Cl. SE, 4.385%, 10/25/334		431,594		71,161
Series 2005-12, Cl. SC, 19.898%, 3/25/354		190,154		26,020
Series 2005-40, Cl. SA, 24.451%, 5/25/354		293,511		43,388
Series 2005-52, Cl. JH, 26.603%, 5/25/354		589,063		75,015
Series 2005-6, Cl. SE, 45.178%, 2/25/354		579,427		84,376
Series 2005-93, Cl. SI, 0.00%, 10/25/354,5		372,957		50,891
Series 2006-53, Cl. US, 16.151%, 6/25/364		29,070		4,091
Series 2008-55, Cl. SA, 0.00%, 7/25/384,5		232,868		23,584
Series 2009-8, Cl. BS, 0.00%, 2/25/244,5		9,176		470
Series 2011-96, Cl. SA, 4.383%, 10/25/414		875,258		130,531
Series 2012-121, Cl. IB, 7.743%, 11/25/274		4,226,834		355,000
Series 2012-134, Cl. SA, 0.23%, 12/25/424		2,488,180		448,275
Series 2012-40, Cl. PI, 12.591%, 4/25/414		1,721,881		260,255
Series 2018-16, Cl. NI, 0.00%, 12/25/444,5		1,908,433		312,007
Series 2018-69, Cl. CI, 0.00%, 10/25/464,5		4,273,826		582,718
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates, Principal-Only Stripped Mtg.-Backed Security, Series 1993-184, Cl. M, 5.334%, 9/25/236		50,967		47,685
				575,881,341
GNMA/Guaranteed—4.1%
Federal Home Loan Mortgage Corp., Series 2018-HQA2, Cl. M1, 3.256% [US0001M+75], 10/25/481,2		6,435,000		6,422,503
Government National Mortgage Assn. II Pool:
3.50%, 1/1/497		69,445,000		69,924,017
3.75% [H15T1Y+150], 7/20/25-7/20/272		4,224		4,342
11.00%, 10/20/19		17		17
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2002-15, Cl. SM, 99.999%, 2/16/324		177,069		1,656
Series 2002-41, Cl. GS, 99.999%, 6/16/324		22,166		539
Series 2002-76, Cl. SY, 8.18%, 12/16/264		64,662		141
Series 2007-17, Cl. AI, 42.031%, 4/16/374		1,282,565		178,309
Series 2011-52, Cl. HS, 19.158%, 4/16/414		3,872,493		537,704
Series 2017-136, Cl. LI, 5.577%, 9/16/474		7,682,711		1,597,958
				78,667,186

19        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount	Value
Non-Agency—15.9%
Commercial—7.9%
BCAP LLC Trust, Series 2011-R11, Cl. 18A5, 4.79% [H15T1Y+210], 9/26/351,2	$                154,638	$	155,016
Benchmark Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates, Series 2018-B1, Cl. XA, 0.00%, 1/15/514,5	35,438,181		1,308,045
Capital Lease Funding Securitization LP, Interest-Only Commercial Mtg. Pass-Through Certificates, Series 1997-CTL1, Cl. IO, 0.00%, 6/22/241,4,5,8	74,898		1,466
CD Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates, Series 2017-CD6, Cl. XA, 0.00%, 11/13/504,5	11,760,791		682,054
Chase Mortgage Finance Trust, Series 2005-A2, Cl. 1A3, 4.032%, 1/25/369	1,038,523		981,109
Citigroup Commercial Mortgage Trust:
Series 2012-GC8, Cl. AAB, 2.608%, 9/10/45	1,379,339		1,368,661
Series 2014-GC21, Cl. AAB, 3.477%, 5/10/47	1,515,000		1,536,588
Citigroup Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates:
Series 2013-GC17, Cl. XA, 0.00%, 11/10/464,5	13,310,861		568,512
Series 2017-C4, Cl. XA, 11.937%, 10/12/504	31,029,709		2,150,219
COMM Mortgage Trust:
Series 2013-CR6, Cl. AM, 3.147%, 3/10/461	2,945,000		2,912,614
Series 2014-CR17, Cl. ASB, 3.598%, 5/10/47	5,065,000		5,142,750
Series 2014-CR20, Cl. ASB, 3.305%, 11/10/47	1,020,000		1,030,442
Series 2014-CR21, Cl. AM, 3.987%, 12/10/47	6,135,175		6,211,420
Series 2014-LC15, Cl. AM, 4.198%, 4/10/47	2,865,000		2,954,162
Series 2014-UBS6, Cl. AM, 4.048%, 12/10/47	5,720,000		5,755,376
Series 2015-CR22, Cl. A2, 2.856%, 3/10/48	1,959,000		1,953,745
COMM Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 2012-CR5, Cl. XA, 0.00%, 12/10/454,5	12,555,727		630,060
CSMC Mortgage-Backed Trust, Series 2006-6, Cl. 1A4, 6.00%, 7/25/36	901,606		737,227
First Horizon Alternative Mortgage Securities Trust, Series 2005-FA8, Cl. 1A6, 3.156% [US0001M+65], 11/25/352	735,487		549,559
FREMF Mortgage Trust:
Series 2010-K6, Cl. B, 5.367%, 12/25/461,9	900,000		917,791
Series 2012-K710, Cl. B, 3.817%, 6/25/471,9	1,145,027		1,144,316
Series 2012-K711, Cl. B, 3.558%, 8/25/451,9	490,000		489,937
Series 2012-K711, Cl. C, 3.558%, 8/25/451,9	2,155,000		2,152,464
Series 2013-K25, Cl. C, 3.619%, 11/25/451,9	605,000		594,862
Series 2013-K26, Cl. C, 3.598%, 12/25/451,9	1,165,000		1,144,236
Series 2013-K27, Cl. C, 3.496%, 1/25/461,9	650,000		635,633
Series 2013-K28, Cl. C, 3.49%, 6/25/461,9	2,580,000		2,521,211
Series 2013-K712, Cl. C, 3.358%, 5/25/451,9	1,185,000		1,181,897
Series 2013-K713, Cl. C, 3.154%, 4/25/461,9	3,220,000		3,207,771
Series 2014-K714, Cl. C, 3.854%, 1/25/471,9	815,402		821,174
Series 2014-K715, Cl. C, 4.124%, 2/25/461,9	2,603,236		2,630,878
Series 2015-K44, Cl. B, 3.683%, 1/25/481,9	1,175,000		1,147,162
Series 2017-K62, Cl. B, 3.875%, 1/25/501,9	1,040,000		1,009,521
Series 2017-K724, Cl. B, 3.487%, 11/25/231,9	780,000		774,452
GS Mortgage Securities Corp. Trust, Series 2012-SHOP, Cl. A, 2.933%, 6/5/311	6,735,000		6,721,957
GS Mortgage Securities Trust:
Series 2012-GC6, Cl. A3, 3.482%, 1/10/45	1,414,657		1,430,391

20        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
Commercial (Continued)
GS Mortgage Securities Trust: (Continued)
Series 2012-GC6, Cl. AS, 4.948%, 1/10/451	$	1,666,000	$	1,744,655
Series 2013-GC12, Cl. AAB, 2.678%, 6/10/46		479,589		474,740
Series 2013-GC16, Cl. AS, 4.649%, 11/10/46		974,215		1,027,531
Series 2014-GC18, Cl. AAB, 3.648%, 1/10/47		1,333,000		1,347,641
GSMSC Pass-Through Trust, Series 2009-3R, Cl. 1A2, 6.00%, 4/25/371,9		1,541,977		1,461,607
JP Morgan Chase Commercial Mortgage Securities Trust:
Series 2012-C6, Cl. ASB, 3.144%, 5/15/45		1,937,152		1,930,866
Series 2012-LC9, Cl. A4, 2.611%, 12/15/47		159,915		159,455
Series 2013-C10, Cl. AS, 3.372%, 12/15/47		4,205,000		4,162,619
Series 2013-C16, Cl. AS, 4.517%, 12/15/46		3,490,000		3,612,437
Series 2013-LC11, Cl. AS, 3.216%, 4/15/46		1,722,000		1,690,953
Series 2014-C20, Cl. AS, 4.043%, 7/15/47		3,950,000		3,987,488
Series 2016-JP3, Cl. A2, 2.435%, 8/15/49		2,804,620		2,748,635
JP Morgan Mortgage Trust, Series 2007-A1, Cl. 5A1, 4.327%, 7/25/359		852,774		875,958
JP Morgan Resecuritization Trust, Series 2009-5, Cl. 1A2, 4.434%, 7/26/361,9		1,140,296		1,143,010
JPMBB Commercial Mortgage Securities Trust:
Series 2013-C17, Cl. ASB, 3.705%, 1/15/47		1,096,190		1,108,482
Series 2014-C18, Cl. A2, 2.879%, 2/15/47		94,644		94,520
Series 2014-C18, Cl. A3, 3.578%, 2/15/47		1,525,000		1,530,505
Series 2014-C19, Cl. ASB, 3.584%, 4/15/47		635,000		638,848
Series 2014-C24, Cl. B, 4.116%, 11/15/479		2,630,000		2,613,933
Series 2014-C25, Cl. AS, 4.065%, 11/15/47		6,036,000		6,090,461
Series 2014-C26, Cl. AS, 3.80%, 1/15/48		4,415,000		4,393,747
Series 2015-C28, Cl. AS, 3.532%, 10/15/48		3,400,000		3,321,672
JPMBB Commercial Mortgage Securities Trust., Interest-Only Stripped Mtg.- Backed Security, Series 2015-C27, Cl. XA, 0.00%, 2/15/484,5		48,140,773		2,357,897
LB Commercial Conduit Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series 1998-C1, Cl. IO, 0.00%, 2/18/304,5		45,163		—
Lehman Structured Securities Corp., Series 2002-GE1, Cl. A, 0.00%, 7/26/241,8,9		17,839		12,660
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2013-C7, Cl. AAB, 2.469%, 2/15/46		1,335,813		1,320,032
Series 2013-C9, Cl. AS, 3.456%, 5/15/46		5,230,000		5,223,732
Series 2014-C19, Cl. AS, 3.832%, 12/15/47		5,035,000		5,064,069
Morgan Stanley Capital I Trust:
Series 2011-C1, Cl. A4, 5.033%, 9/15/471,9		1,504,580		1,543,078
Series 2011-C2, Cl. A4, 4.661%, 6/15/441		1,815,000		1,874,798
Morgan Stanley Capital I, Inc., Interest-Only Commercial Mtg. Pass-Through Certificates, Series 2017-HR2, Cl. XA, 0.00%, 12/15/504,5		13,258,567		740,860
Morgan Stanley Re-Remic Trust, Series 2012-R3, Cl. 1B, 3.667%, 11/26/361,9		2,147,099		1,966,314
Morgan Stanley Resecuritization Trust, Series 2013-R9, Cl. 3A, 3.60%, 6/26/461,9		399,523		398,712
RBSSP Resecuritization Trust, Series 2010-1, Cl. 2A1, 4.044%, 7/26/451,9		192,670		197,268
UBS Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-
Through Certificates, Series 2017-C5, Cl. XA, 0.00%, 11/15/504,5		20,190,165		1,269,693

21        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Commercial (Continued)
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS1, Cl. ASB, 2.934%, 5/15/48	$	5,135,000	$	5,104,994
Wells Fargo Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates, Series 2017-C42, Cl. XA, 0.00%, 12/15/504,5		18,473,079		1,176,395
WF-RBS Commercial Mortgage Trust:
Series 2013-C14, Cl. AS, 3.488%, 6/15/46		2,330,000		2,324,654
Series 2014-C20, Cl. AS, 4.176%, 5/15/47		1,693,000		1,748,666
Series 2014-C22, Cl. A3, 3.528%, 9/15/57		675,000		681,733
Series 2014-C25, Cl. AS, 3.984%, 11/15/47		5,225,000		5,277,580
Series 2014-LC14, Cl. AS, 4.351%, 3/15/479		2,174,838		2,212,034
WF-RBS Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-
Through Certificates, Series 2011-C3, Cl. XA, 0.00%, 3/15/441,4,5		14,216,324		356,471
				152,166,081
Multi-Family—0.4%
Connecticut Avenue Securities:
Series 2014-C02, Cl. 1M2, 5.106% [US0001M+260], 5/25/242		4,594,135		4,817,012
Series 2017-C04, Cl. 2M1, 3.356% [US0001M+85], 11/25/292		3,779,936		3,781,032
				8,598,044
Residential—7.6%
Alternative Loan Trust, Series 2005-29CB, Cl. A4, 5.00%, 7/25/35		642,106		549,928
Banc of America Funding Trust:
Series 2007-1, Cl. 1A3, 6.00%, 1/25/37		417,157		395,299
Series 2007-C, Cl. 1A4, 4.173%, 5/20/369		182,875		176,366
Series 2014-R7, Cl. 3A1, 4.607%, 3/26/361,9		818,951		821,430
Banc of America Mortgage Trust, Series 2007-1, Cl. 1A24, 6.00%, 3/25/37		482,848		447,059
Bear Stearns ARM Trust:
Series 2005-9, Cl. A1, 4.73% [H15T1Y+230], 10/25/352		532,275		537,625
Series 2006-1, Cl. A1, 4.91% [H15T1Y+225], 2/25/362		1,454,680		1,466,240
Chase Funding Trust, Series 2003-2, Cl. 2A2, 2.875% [US0001M+56], 2/25/332		362,314		350,446
CHL Mortgage Pass-Through Trust:
Series 2005-26, Cl. 1A8, 5.50%, 11/25/35		415,577		365,454
Series 2006-6, Cl. A3, 6.00%, 4/25/36		360,771		294,225
Citigroup Mortgage Loan Trust, Inc., Series 2006-AR1, Cl. 1A1, 4.28% [H15T1Y+240], 10/25/352		2,823,706		2,853,125
Connecticut Avenue Securities:
Series 2014-C03, Cl. 1M2, 5.506% [US0001M+300], 7/25/242		4,634,709		4,877,009
Series 2014-C03, Cl. 2M2, 5.406% [US0001M+290], 7/25/242		1,548,968		1,620,850
Series 2016-C03, Cl. 1M1, 4.506% [US0001M+200], 10/25/282		890,800		898,104
Series 2016-C07, Cl. 2M1, 3.806% [US0001M+130], 5/25/292		952,362		953,509

22        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
Residential (Continued)
Connecticut Avenue Securities: (Continued)
Series 2017-C02, Cl. 2M1, 3.656% [US0001M+115], 9/25/292	$	4,327,127	$	4,338,070
Series 2017-C03, Cl. 1M1, 3.456% [US0001M+95], 10/25/292		4,836,613		4,842,159
Series 2017-C06, Cl. 1M1, 3.256% [US0001M+75], 2/25/302		2,010,835		2,009,376
Series 2017-C07, Cl. 1M1, 3.156% [US0001M+65], 5/25/302		4,655,943		4,646,790
Series 2017-C07, Cl. 1M2, 4.906% [US0001M+240], 5/25/302		2,970,000		2,995,614
Series 2017-C07, Cl. 2M1, 3.156% [US0001M+65], 5/25/302		3,383,199		3,378,012
Series 2018-C01, Cl. 1M1, 3.106% [US0001M+60], 7/25/302		6,387,714		6,367,608
Series 2018-C02, Cl. 2M1, 3.156% [US0001M+65], 8/25/302		1,336,593		1,335,412
Series 2018-C03, Cl. 1M1, 3.186% [US0001M+68], 10/25/302		5,141,722		5,130,591
Series 2018-C04, Cl. 2M1, 3.256% [US0001M+75], 12/25/302		3,918,718		3,916,708
Series 2018-C05, Cl. 1M1, 3.226% [US0001M+72], 1/25/312		1,657,234		1,653,930
Series 2018-C06, Cl. 1M1, 3.056% [US0001M+55], 3/25/312		626,381		624,618
Series 2018-C06, Cl. 2M1, 3.056% [US0001M+55], 3/25/312		755,431		753,365
Connecticut Avenue Securities Trust, Series 2018-R07, Cl. 1M1, 3.256% [US0001M+75], 4/25/311,2		1,292,204		1,290,552
Countrywide Alternative Loan Trust, Series 2005-21CB, Cl. A7, 5.50%, 6/25/35		1,150,819		1,069,011
GSR Mortgage Loan Trust, Series 2005-AR4, Cl. 6A1, 4.332%, 7/25/359		288,536		290,210
HomeBanc Mortgage Trust, Series 2005-3, Cl. A2, 2.816% [US0001M+31], 7/25/352		315,533		313,267
RALI Trust:
Series 2006-QS13, Cl. 1A8, 6.00%, 9/25/36		105,907		93,139
Series 2007-QS6, Cl. A28, 5.75%, 4/25/37		552,810		505,215
Residential Asset Securitization Trust, Series 2005-A6CB, Cl. A7, 6.00%, 6/25/35		293,894		269,329
STACR Trust:
Series 2018-DNA2, Cl. M1, 3.306% [US0001M+80], 12/25/301,2		6,600,000		6,595,245
Series 2018-DNA3, Cl. M1, 3.256% [US0001M+75], 9/25/481,2		1,165,000		1,163,248
Series 2018-HRP2, Cl. M2, 3.756% [US0001M+125], 2/25/471,2		3,480,000		3,482,801
Structured Agency Credit Risk Debt Nts.:
Series 2013-DN2, Cl. M2, 6.756% [US0001M+425], 11/25/232		3,911,114		4,262,506
Series 2014-DN1, Cl. M2, 4.706% [US0001M+220], 2/25/242		649,051		661,268
Series 2014-DN1, Cl. M3, 7.006% [US0001M+450], 2/25/242		3,595,000		4,034,834
Series 2014-DN2, Cl. M3, 6.106% [US0001M+360], 4/25/242		4,610,000		4,975,563
Series 2014-HQ2, Cl. M3, 6.256% [US0001M+375], 9/25/242		4,050,000		4,461,060

23        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Residential (Continued)
Structured Agency Credit Risk Debt Nts.: (Continued)
Series 2015-HQA2, Cl. M2, 5.306% [US0001M+280], 5/25/282	$	777,919	$	793,465
Series 2016-DNA1, Cl. M2, 5.406% [US0001M+290], 7/25/282		1,149,773		1,170,136
Series 2016-DNA4, Cl. M1, 3.306% [US0001M+80], 3/25/292		18,173		18,173
Series 2016-DNA4, Cl. M3, 6.306% [US0001M+380], 3/25/292		4,040,000		4,363,236
Series 2016-HQA3, Cl. M1, 3.306% [US0001M+80], 3/25/292		958,690		958,923
Series 2016-HQA3, Cl. M3, 6.356% [US0001M+385], 3/25/292		2,800,000		3,064,202
Series 2016-HQA4, Cl. M3, 6.406% [US0001M+390], 4/25/292		3,995,000		4,381,358
Series 2017-HQA1, Cl. M1, 3.706% [US0001M+120], 8/25/292		6,861,401		6,884,363
Series 2017-HQA2, Cl. M1, 3.306% [US0001M+80], 12/25/292		2,225,263		2,224,456
Series 2017-HQA3, Cl. M1, 3.056% [US0001M+55], 4/25/302		6,717,413		6,705,840
Series 2018-DNA1, Cl. M1, 2.956% [US0001M+45], 7/25/302		9,014,236		8,973,115
Series 2018-DNA1, Cl. M2, 4.306% [US0001M+180], 7/25/302		6,665,000		6,413,914
WaMu Mortgage Pass-Through Certificates Trust:
Series 2003-AR10, Cl. A7, 4.487%, 10/25/339		614,313		622,187
Series 2005-AR14, Cl. 1A4, 4.215%, 12/25/359		811,017		802,519
Series 2005-AR16, Cl. 1A1, 4.28%, 12/25/359		735,723		735,861
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR15, Cl. 1A2, 4.671%, 9/25/359		1,004,670		978,618
Series 2005-AR15, Cl. 1A6, 4.671%, 9/25/359		83,391		80,624
Series 2005-AR4, Cl. 2A2, 4.252%, 4/25/359		2,273,146		2,290,902
Series 2006-AR10, Cl. 1A1, 4.309%, 7/25/369		569,346		557,183
Series 2006-AR10, Cl. 5A5, 4.434%, 7/25/369		1,562,818		1,562,216
Series 2006-AR2, Cl. 2A3, 4.607%, 3/25/369		840,875		851,026
Series 2006-AR7, Cl. 2A4, 4.334%, 5/25/369		336,755		345,005
Series 2007-16, Cl. 1A1, 6.00%, 12/28/37		245,285		243,121
				147,086,613
Total Mortgage-Backed Obligations (Cost $959,521,475)				962,399,265
U.S. Government Obligation—0.4%
United States Treasury Nts., 1.50%, 5/31/1910 (Cost $7,484,132)		7,480,000		7,449,915

24        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
Corporate Bonds and Notes—52.2%
Consumer Discretionary—8.0%
Automobiles—2.0%
Daimler Finance North America LLC, 3.75% Sr. Unsec. Nts., 11/5/211	$	4,549,000	$	4,566,069
General Motors Co., 6.25% Sr. Unsec. Nts., 10/2/43		1,336,000		1,257,443
General Motors Financial Co., Inc.:
4.15% Sr. Unsec. Nts., 6/19/23		4,593,000		4,479,492
4.20% Sr. Unsec. Nts., 11/6/21		4,217,000		4,217,630
Harley-Davidson Financial Services, Inc., 2.40% Sr. Unsec. Nts., 6/15/201		5,210,000		5,115,398
Hyundai Capital America:
1.75% Sr. Unsec. Nts., 9/27/191		4,062,000		4,010,980
4.125% Sr. Unsec. Nts., 6/8/231		5,286,000		5,297,009
Nissan Motor Acceptance Corp., 3.65% Sr. Unsec. Nts., 9/21/211		5,177,000		5,153,697
Volkswagen Group of America Finance LLC, 4.00% Sr. Unsec. Nts., 11/12/211		4,990,000		5,003,351
				39,101,069
Diversified Consumer Services—0.2%
Service Corp. International, 4.625% Sr. Unsec. Nts., 12/15/27		5,228,000		4,933,925
Entertainment—0.2%
21st Century Fox America, Inc., 4.75% Sr. Unsec. Nts., 11/15/46		1,983,000		2,161,813
Viacom, Inc., 4.375% Sr. Unsec. Nts., 3/15/43		1,670,000		1,330,009
				3,491,822
Hotels, Restaurants & Leisure—0.5%
Aramark Services, Inc., 5.00% Sr. Unsec. Nts., 4/1/251		4,805,000		4,708,900
Royal Caribbean Cruises Ltd., 2.65% Sr. Unsec. Nts., 11/28/20		4,419,000		4,339,049
				9,047,949
Household Durables—1.0%
DR Horton, Inc., 2.55% Sr. Unsec. Nts., 12/1/20		5,392,000		5,263,603
Lennar Corp., 4.75% Sr. Unsec. Nts., 5/30/25		5,255,000		4,946,269
Newell Brands, Inc., 5.00% Sr. Unsec. Nts., 11/15/23		1,633,000		1,662,577
PulteGroup, Inc., 5.00% Sr. Unsec. Nts., 1/15/27		3,310,000		3,007,962
Toll Brothers Finance Corp.:
4.375% Sr. Unsec. Nts., 4/15/23		2,711,000		2,555,118
4.875% Sr. Unsec. Nts., 3/15/27		1,445,000		1,314,950
				18,750,479
Internet & Catalog Retail—0.5%
Amazon.com, Inc., 4.95% Sr. Unsec. Nts., 12/5/44		2,012,000		2,238,543
QVC, Inc., 4.45% Sr. Sec. Nts., 2/15/25		8,575,000		7,915,972
				10,154,515

25        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

		Principal Amount		Value
Media—1.9%
Charter Communications Operating LLC/Charter
Communications Operating Capital, 5.375% Sr. Sec. Nts., 5/1/47	$	1,107,000	$	1,007,823
Comcast Cable Communications Holdings, Inc., 9.455% Sr.
Unsec. Nts., 11/15/22		5,080,000		6,174,690
Comcast Corp.:
3.95% Sr. Unsec. Nts., 10/15/25		3,497,000		3,543,072
4.00% Sr. Unsec. Nts., 3/1/48		2,784,000		2,546,868
Interpublic Group of Cos., Inc. (The):
3.75% Sr. Unsec. Nts., 10/1/21		4,207,000		4,234,558
4.20% Sr. Unsec. Nts., 4/15/24		5,050,000		5,052,900
Sky Ltd., 3.75% Sr. Unsec. Nts., 9/16/241		2,363,000		2,357,154
Time Warner Cable LLC, 4.50% Sr. Unsec. Unsub. Nts., 9/15/42		1,811,000		1,462,446
Virgin Media Secured Finance plc, 5.25% Sr. Sec. Nts., 1/15/261		5,176,000		4,761,920
WPP Finance 2010, 3.75% Sr. Unsec. Nts., 9/19/24		5,833,000		5,457,583
				36,599,014
Specialty Retail—1.3%
AutoNation, Inc., 5.50% Sr. Unsec. Nts., 2/1/20		4,973,000		5,082,951
AutoZone, Inc., 1.625% Sr. Unsec. Nts., 4/21/19		689,000		685,685
Best Buy Co., Inc., 5.50% Sr. Unsec. Nts., 3/15/21		4,811,000		4,962,885
L Brands, Inc., 5.625% Sr. Unsec. Nts., 2/15/22		4,781,000		4,781,000
Ross Stores, Inc., 3.375% Sr. Unsec. Nts., 9/15/24		5,507,000		5,414,105
Signet UK Finance plc, 4.70% Sr. Unsec. Nts., 6/15/24		4,650,000		4,126,875
				25,053,501
Textiles, Apparel & Luxury Goods—0.4%
Hanesbrands, Inc., 4.875% Sr. Unsec. Nts., 5/15/261		5,153,000		4,669,906
Levi Strauss & Co., 5.00% Sr. Unsec. Nts., 5/1/25		3,906,000		3,837,645
				8,507,551
Consumer Staples—5.5%
Beverages—1.4%
Anheuser-Busch Cos LLC/Anheuser-Busch InBev Worldwide,
Inc., 3.65% Sr. Unsec. Nts., 2/1/261		3,032,000		2,868,606
Anheuser-Busch InBev Worldwide, Inc., 8.20% Sr. Unsec.
Unsub. Nts., 1/15/39		3,126,000		4,034,297
Bacardi Ltd., 4.70% Sr. Unsec. Nts., 5/15/281		2,674,000		2,575,967
Keurig Dr Pepper, Inc.:
4.057% Sr. Unsec. Nts., 5/25/231		4,929,000		4,913,542
4.597% Sr. Unsec. Nts., 5/25/281		2,695,000		2,681,307
Molson Coors Brewing Co., 2.10% Sr. Unsec. Nts., 7/15/21		5,266,000		5,080,114
Pernod Ricard SA, 4.25% Sr. Unsec. Nts., 7/15/221		4,732,000		4,803,991
				26,957,824

26        OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount		Value
Food & Staples Retailing—0.3%
Alimentation Couche-Tard, Inc., 2.35% Sr. Unsec. Nts., 12/13/191	$	5,322,000	$	5,273,655
Kroger Co. (The):
2.00% Sr. Unsec. Nts., 1/15/19		309,000		308,864
4.45% Sr. Unsec. Nts., 2/1/47		1,486,000		1,308,612
				6,891,131
Food Products—2.7%
Bunge Ltd. Finance Corp.:
3.25% Sr. Unsec. Nts., 8/15/26		3,613,000		3,172,440
3.50% Sr. Unsec. Nts., 11/24/20		5,278,000		5,266,583
Campbell Soup Co., 3.30% Sr. Unsec. Nts., 3/15/21		5,029,000		5,005,315
Conagra Brands, Inc.:
3.80% Sr. Unsec. Nts., 10/22/21		4,101,000		4,104,971
4.60% Sr. Unsec. Nts., 11/1/25		5,142,000		5,167,930
Kraft Heinz Foods Co.:
2.80% Sr. Unsec. Nts., 7/2/20		5,281,000		5,236,290
3.95% Sr. Unsec. Nts., 7/15/25		2,959,000		2,868,932
Lamb Weston Holdings, Inc., 4.875% Sr. Unsec. Nts., 11/1/261		4,920,000		4,747,800
Mondelez International Holdings Netherlands BV, 2.00% Sr. Unsec. Nts., 10/28/211		5,392,000		5,169,522
Smithfield Foods, Inc.:
2.70% Sr. Unsec. Nts., 1/31/201		2,252,000		2,221,838
3.35% Sr. Unsec. Nts., 2/1/221		2,929,000		2,802,967
Tyson Foods, Inc.:
3.55% Sr. Unsec. Nts., 6/2/27		2,791,000		2,605,367
3.90% Sr. Unsec. Nts., 9/28/23		4,296,000		4,294,344
				52,664,299
Tobacco—1.1%
Altria Group, Inc., 4.00% Sr. Unsec. Nts., 1/31/24		3,823,000		3,761,048
BAT Capital Corp.:
2.297% Sr. Unsec. Nts., 8/14/20		5,176,000		5,054,635
3.557% Sr. Unsec. Nts., 8/15/27		2,912,000		2,591,257
Imperial Brands Finance plc, 3.75% Sr. Unsec. Nts., 7/21/221		5,217,000		5,178,994
Imperial Tobacco Finance plc, 2.95% Sr. Unsec. Nts., 7/21/201		3,937,000		3,879,019
				20,464,953
Energy—3.9%
Energy Equipment & Services—0.4%
Halliburton Co., 5.00% Sr. Unsec. Nts., 11/15/45		1,193,000		1,185,633
Helmerich & Payne, Inc., 4.65% Sr. Unsec. Nts., 3/15/251		2,440,000		2,492,179
Schlumberger Holdings Corp., 4.00% Sr. Unsec. Nts., 12/21/251		2,890,000		2,858,186
				6,535,998
Oil, Gas & Consumable Fuels—3.5%
Anadarko Petroleum Corp., 4.50% Sr. Unsec. Nts., 7/15/44		1,362,000		1,159,689

27        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

		Principal Amount		Value
Oil, Gas & Consumable Fuels (Continued)
Andeavor Logistics LP/Tesoro Logistics Finance Corp., 4.25%
Sr. Unsec. Nts., 12/1/27	$	2,579,000	$	2,440,414
Apache Corp., 4.375% Sr. Unsec. Nts., 10/15/28		3,972,000		3,719,780
Columbia Pipeline Group, Inc.:
3.30% Sr. Unsec. Nts., 6/1/20		4,870,000		4,854,187
4.50% Sr. Unsec. Nts., 6/1/25		2,681,000		2,705,042
ConocoPhillips Co.:
4.95% Sr. Unsec. Nts., 3/15/26		461,000		494,000
5.95% Sr. Unsec. Nts., 3/15/46		1,080,000		1,320,515
Devon Energy Corp., 4.75% Sr. Unsec. Nts., 5/15/42		1,153,000		1,001,679
Energy Transfer LP, 4.25% Sr. Sec. Nts., 3/15/23		4,125,000		3,980,625
Energy Transfer Operating LP, 5.30% Sr. Unsec. Nts., 4/15/47		1,501,000		1,329,056
Enterprise Products Operating LLC:
4.85% Sr. Unsec. Nts., 8/15/42		987,000		954,801
4.90% Sr. Unsec. Nts., 5/15/46		779,000		758,309
EQT Corp., 2.50% Sr. Unsec. Nts., 10/1/20		5,403,000		5,284,506
Kinder Morgan Energy Partners LP, 5.80% Sr. Unsec. Nts., 3/1/21		2,082,000		2,173,773
Kinder Morgan, Inc.:
5.20% Sr. Unsec. Nts., 3/1/48		1,282,000		1,231,495
5.55% Sr. Unsec. Nts., 6/1/45		2,233,000		2,221,796
Marathon Petroleum Corp., 3.80% Sr. Unsec. Nts., 4/1/283		4,448,000		4,184,663
ONEOK Partners LP, 8.625% Sr. Unsec. Nts., 3/1/19		3,216,000		3,238,909
Pioneer Natural Resources Co., 3.45% Sr. Unsec. Nts., 1/15/21		5,100,000		5,087,002
Sabine Pass Liquefaction LLC:
4.20% Sr. Sec. Nts., 3/15/28		2,699,000		2,588,015
5.625% Sr. Sec. Nts., 2/1/21		4,074,000		4,198,388
Shell International Finance BV, 4.00% Sr. Unsec. Nts., 5/10/46		1,860,000		1,803,147
Sunoco Logistics Partners Operations LP, 4.00% Sr. Unsec.
Nts., 10/1/27		3,373,000		3,100,043
TransCanada PipeLines Ltd., 7.625% Sr. Unsec. Nts., 1/15/39		1,144,000		1,430,390
Williams Cos., Inc. (The):
3.70% Sr. Unsec. Unsub. Nts., 1/15/23		5,303,000		5,179,546
3.75% Sr. Unsec. Nts., 6/15/27		2,175,000		2,065,807
				68,505,577
Financials—14.1%
Capital Markets—3.0%
Bank of New York Mellon Corp. (The), 3.00% Sub. Nts., 10/30/28		1,759,000		1,618,624
Blackstone Holdings Finance Co. LLC, 3.15% Sr. Unsec. Nts., 10/2/271		1,925,000		1,816,140
Brookfield Asset Management, Inc., 4.00% Sr. Unsec. Nts., 1/15/25		4,078,000		3,983,554
Credit Suisse AG (New York), 3.625% Sr. Unsec. Nts., 9/9/24		3,175,000		3,117,415
Credit Suisse Group AG, 3.869% [US0003M+141] Sr. Unsec.
Nts., 1/12/291,2		2,980,000		2,779,128

28        OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount		Value
Capital Markets (Continued)
Credit Suisse Group Funding Guernsey Ltd., 4.55% Sr. Unsec.
Nts., 4/17/26	$	2,435,000	$	2,415,720
E*TRADE Financial Corp., 5.875% [US0003M+443.5] Jr. Sub.
Perpetual Bonds2,11		5,120,000		4,620,800
Goldman Sachs Group, Inc. (The):
3.50% Sr. Unsec. Nts., 11/16/26		2,654,000		2,455,147
3.691% [US0003M+151] Sr. Unsec. Nts., 6/5/282		1,000,000		930,878
3.75% Sr. Unsec. Nts., 2/25/26		2,550,000		2,416,282
4.017% [US0003M+137.3] Sr. Unsec. Nts., 10/31/382		1,903,000		1,677,230
Macquarie Group Ltd., 3.763% [US0003M+137.2] Sr. Unsec.
Nts., 11/28/281,2		4,109,000		3,782,334
Morgan Stanley:
3.95% Sub. Nts., 4/23/27		1,200,000		1,133,939
4.375% Sr. Unsec. Nts., 1/22/47		3,662,000		3,478,884
5.00% Sub. Nts., 11/24/25		4,427,000		4,522,658
MSCI, Inc., 4.75% Sr. Unsec. Nts., 8/1/261		4,926,000		4,679,700
Northern Trust Corp., 3.375% [US0003M+113.1] Sub. Nts., 5/8/322		1,993,000		1,856,863
Raymond James Financial, Inc., 3.625% Sr. Unsec. Nts., 9/15/26		2,653,000		2,505,558
TD Ameritrade Holding Corp., 3.30% Sr. Unsec. Nts., 4/1/27		3,298,000		3,159,531
UBS Group Funding Switzerland AG:
4.125% Sr. Unsec. Nts., 4/15/261		2,732,000		2,718,269
4.253% Sr. Unsec. Nts., 3/23/281		1,954,000		1,929,742
				57,598,396
Commercial Banks—7.0%
ABN AMRO Bank NV, 4.40% [USSW5+219.7] Sub. Nts., 3/27/282,12		6,000,000		5,882,028
Bank of America Corp.:
3.248% Sr. Unsec. Nts., 10/21/27		4,525,000		4,189,200
3.593% [US0003M+137] Sr. Unsec. Nts., 7/21/282		600,000		569,933
3.824% [US0003M+157.5] Sr. Unsec. Nts., 1/20/282		3,221,000		3,129,576
4.271% [US0003M+131] Sr. Unsec. Nts., 7/23/292		4,245,000		4,232,580
7.75% Jr. Sub. Nts., 5/14/38		3,847,000		4,994,039
Bank of Ireland Group plc, 4.50% Sr. Unsec. Nts., 11/25/231		4,179,000		4,098,333
BNP Paribas SA:
4.40% Sr. Unsec. Nts., 8/14/281		1,900,000		1,859,194
4.625% Sub. Nts., 3/13/271		2,974,000		2,893,118
BPCE SA, 4.50% Sub. Nts., 3/15/251		2,943,000		2,853,078
Citigroup, Inc.:
4.075% [US0003M+119.2] Sr. Unsec. Nts., 4/23/292		4,219,000		4,122,209
4.281% [US0003M+183.9] Sr. Unsec. Nts., 4/24/482		4,210,000		3,910,115
4.75% Sub. Nts., 5/18/46		1,946,000		1,803,568
Citizens Bank NA (Providence RI), 2.65% Sr. Unsec. Nts., 5/26/22		1,014,000		985,929
Compass Bank, 2.875% Sr. Unsec. Nts., 6/29/22		4,408,000		4,227,094
Credit Agricole SA, 4.375% Sub. Nts., 3/17/251		4,978,000		4,826,027
Fifth Third Bank (Cincinnati OH), 3.85% Sub. Nts., 3/15/26		2,461,000		2,427,784

29        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

		Principal Amount		Value
Commercial Banks (Continued)
First Republic Bank, 4.375% Sub. Nts., 8/1/46	$	2,132,000	$	1,977,496
HSBC Holdings plc:
3.95% [US0003M+98.72] Sr. Unsec. Nts., 5/18/242		1,709,000		1,700,685
4.041% [US0003M+154.6] Sr. Unsec. Nts., 3/13/282		2,142,000		2,052,580
4.583% [US0003M+153.46] Sr. Unsec. Nts., 6/19/292		2,854,000		2,833,903
Huntington Bancshares, Inc., 4.00% Sr. Unsec. Nts., 5/15/25		5,274,000		5,309,253
JPMorgan Chase & Co.:
3.54% [US0003M+138] Sr. Unsec. Nts., 5/1/282		4,302,000		4,108,660
3.782% [US0003M+133.7] Sr. Unsec. Nts., 2/1/282		7,898,000		7,678,782
3.797% [US0003M+89] Sr. Unsec. Nts., 7/23/242		5,275,000		5,287,483
4.26% [US0003M+158] Sr. Unsec. Nts., 2/22/482		1,665,000		1,554,455
KeyBank NA (Cleveland OH), 3.40% Sub. Nts., 5/20/26		3,357,000		3,224,992
KeyCorp, 4.15% Sr. Unsec. Nts., 10/29/25		1,722,000		1,751,691
Lloyds Banking Group plc:
6.413% [US0003M+149.5] Jr. Sub. Perpetual Bonds1,2,11		214,000		209,720
6.657% [US0003M+127] Jr. Sub. Perpetual Bonds1,2,11		2,718,000		2,678,915
Nordea Bank Abp, 4.625% [USSW5+169] Sub. Nts., 9/13/331,2		1,874,000		1,823,295
PNC Bank NA, 4.05% Sub. Nts., 7/26/28		3,718,000		3,741,581
PNC Financial Services Group, Inc. (The), 3.15% Sr. Unsec.
Nts., 5/19/27		3,749,000		3,583,409
Regions Financial Corp., 2.75% Sr. Unsec. Nts., 8/14/22		2,893,000		2,793,339
Royal Bank of Canada, 3.70% Sr. Unsec. Nts., 10/5/23		4,593,000		4,614,117
SunTrust Bank (Atlanta GA):
3.30% Sub. Nts., 5/15/26		1,798,000		1,706,358
4.05% Sr. Unsec. Nts., 11/3/25		2,281,000		2,322,875
Synovus Financial Corp., 3.125% Sr. Unsec. Nts., 11/1/22		2,818,000		2,662,982
Toronto-Dominion Bank (The), 3.50% Sr. Unsec. Nts., 7/19/23		4,222,000		4,253,460
US Bancorp:
3.10% Sub. Nts., 4/27/26		3,338,000		3,165,360
3.15% Sr. Unsec. Nts., 4/27/27		1,004,000		963,395
Wells Fargo & Co.:
3.584% [US0003M+131] Sr. Unsec. Nts., 5/22/282		4,142,000		3,983,125
4.75% Sub. Nts., 12/7/46		2,512,000		2,427,428
				135,413,144
Consumer Finance—0.8%
American Express Co., 2.50% Sr. Unsec. Nts., 8/1/22		1,728,000		1,669,157
American Express Credit Corp., 3.30% Sr. Unsec. Nts., 5/3/27		3,103,000		3,022,822
Capital One Financial Corp., 3.75% Sr. Unsec. Nts., 3/9/27		1,666,000		1,550,885
Discover Bank:
3.10% Sr. Unsec. Nts., 6/4/20		4,095,000		4,067,746
4.65% Sr. Unsec. Nts., 9/13/28		1,945,000		1,899,548
Discover Financial Services, 3.75% Sr. Unsec. Nts., 3/4/25		1,743,000		1,669,783
Electricite de France SA, 6.50% Sr. Unsec. Nts., 1/26/191		2,975,000		2,984,606
				16,864,547

30        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
Diversified Financial Services—0.4%
Berkshire Hathaway Energy Co., 3.80% Sr. Unsec. Nts., 7/15/48	$	1,172,000	$	1,056,162
Peachtree Corners Funding Trust, 3.976% Sr. Unsec. Nts., 2/15/251		1,973,000		1,917,211
Voya Financial, Inc., 5.65% [US0003M+358] Jr. Sub. Nts., 5/15/532		4,857,000		4,576,751
				7,550,124
Insurance—1.5%
Aflac, Inc., 4.75% Sr. Unsec. Nts., 1/15/49		1,786,000		1,827,243
AXA Equitable Holdings, Inc., 4.35% Sr. Unsec. Nts., 4/20/281		2,823,000		2,674,336
AXIS Specialty Finance plc, 5.15% Sr. Unsec. Nts., 4/1/45		2,591,000		2,496,823
Boardwalk Pipelines LP, 4.95% Sr. Unsec. Nts., 12/15/24		2,509,000		2,547,243
Brighthouse Financial, Inc., 3.70% Sr. Unsec. Nts., 6/22/27		1,096,000		928,224
CNA Financial Corp., 3.45% Sr. Unsec. Nts., 8/15/27		3,950,000		3,683,922
Hartford Financial Services Group, Inc. (The), 4.40% Sr. Unsec. Nts., 3/15/48		3,111,000		2,917,176
Lincoln National Corp., 3.80% Sr. Unsec. Nts., 3/1/28		3,096,000		3,010,252
Manulife Financial Corp., 4.061% [USISDA05+164.7] Sub. Nts., 2/24/322		3,321,000		3,138,751
Marsh & McLennan Cos., Inc., 4.35% Sr. Unsec. Nts., 1/30/47		1,731,000		1,622,842
Prudential Financial, Inc.:
5.20% [US0003M+304] Jr. Sub. Nts., 3/15/442		3,954,000		3,706,875
5.375% [US0003M+303.1] Jr. Sub. Nts., 5/15/452		887,000		833,425
				29,387,112
Real Estate Investment Trusts (REITs)—1.4%
American Tower Corp.:
2.80% Sr. Unsec. Nts., 6/1/20		871,000		864,474
3.00% Sr. Unsec. Nts., 6/15/23		4,354,000		4,193,137
4.00% Sr. Unsec. Nts., 6/1/25		2,732,000		2,685,150
5.05% Sr. Unsec. Unsub. Nts., 9/1/20		2,856,000		2,925,089
Crown Castle International Corp., 3.65% Sr. Unsec. Nts., 9/1/27		2,451,000		2,277,613
Digital Realty Trust LP:
3.40% Sr. Unsec. Nts., 10/1/20		445,000		443,684
5.875% Sr. Unsec. Nts., 2/1/20		1,846,000		1,883,605
Lamar Media Corp., 5.75% Sr. Unsec. Nts., 2/1/26		4,625,000		4,700,156
VEREIT Operating Partnership LP:
3.00% Sr. Unsec. Nts., 2/6/19		1,619,000		1,618,066
4.625% Sr. Unsec. Nts., 11/1/25		5,190,000		5,209,392
				26,800,366
Health Care—5.1%
Biotechnology—1.2%
AbbVie, Inc.:
3.75% Sr. Unsec. Nts., 11/14/23		5,223,000		5,201,986
4.25% Sr. Unsec. Nts., 11/14/28		3,879,000		3,775,566
Amgen, Inc., 4.563% Sr. Unsec. Nts., 6/15/48		1,437,000		1,383,553

31        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Biotechnology (Continued)
Biogen, Inc., 5.20% Sr. Unsec. Nts., 9/15/45	$	1,407,000	$	1,453,983
Celgene Corp., 3.875% Sr. Unsec. Nts., 8/15/25		3,247,000		3,131,675
Gilead Sciences, Inc., 4.75% Sr. Unsec. Nts., 3/1/46		2,188,000		2,178,547
Shire Acquisitions Investments Ireland DAC, 2.40% Sr. Unsec. Nts., 9/23/21		5,388,000		5,213,274
				22,338,584
Health Care Equipment & Supplies—0.4%
Becton Dickinson & Co.:
2.404% Sr. Unsec. Nts., 6/5/20		4,293,000		4,229,022
3.70% Sr. Unsec. Nts., 6/6/27		4,151,000		3,931,251
Hologic, Inc., 4.375% Sr. Unsec. Nts., 10/15/251		179,000		167,365
				8,327,638
Health Care Providers & Services—1.5%
Cigna Corp., 3.75% Sr. Sec. Nts., 7/15/231		4,052,000		4,042,429
Cigna Holding Co., 5.125% Sr. Unsec. Nts., 6/15/20		4,432,000		4,546,293
CVS Health Corp.:
2.125% Sr. Unsec. Nts., 6/1/21		5,164,000		4,998,450
5.05% Sr. Unsec. Nts., 3/25/48		4,706,000		4,600,426
Fresenius Medical Care US Finance II, Inc., 5.875% Sr. Unsec. Nts., 1/31/221		6,409,000		6,686,292
McKesson Corp., 3.65% Sr. Unsec. Nts., 11/30/20		4,633,000		4,656,355
				29,530,245
Life Sciences Tools & Services—0.5%
IQVIA, Inc., 5.00% Sr. Unsec. Nts., 10/15/261		4,833,000		4,633,639
Life Technologies Corp., 6.00% Sr. Unsec. Nts., 3/1/20		3,768,000		3,874,095
Thermo Fisher Scientific, Inc., 4.15% Sr. Unsec. Nts., 2/1/24		2,063,000		2,091,904
				10,599,638
Pharmaceuticals—1.5%
Allergan Funding SCS, 3.00% Sr. Unsec. Nts., 3/12/20		5,175,000		5,155,885
Bayer US Finance II LLC:
3.875% Sr. Unsec. Nts., 12/15/231		5,258,000		5,168,013
4.375% Sr. Unsec. Nts., 12/15/281		3,779,000		3,617,412
Elanco Animal Health, Inc., 4.90% Sr. Unsec. Nts., 8/28/281		2,298,000		2,344,145
Mylan NV, 3.15% Sr. Unsec. Nts., 6/15/21		5,188,000		5,083,348
Takeda Pharmaceutical Co. Ltd.:
4.00% Sr. Unsec. Nts., 11/26/211		4,523,000		4,587,519
5.00% Sr. Unsec. Nts., 11/26/281		2,587,000		2,648,872
				28,605,194
Industrials—3.5%
Aerospace & Defense—1.0%
BAE Systems Holdings, Inc., 3.85% Sr. Unsec. Nts., 12/15/251		4,089,000		4,061,990
Huntington Ingalls Industries, Inc., 3.483% Sr. Unsec. Nts., 12/1/27		3,075,000		2,871,835
L3 Technologies, Inc., 3.85% Sr. Unsec. Nts., 6/15/23		5,301,000		5,314,213

32        OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount		Value
Aerospace & Defense (Continued)
Northrop Grumman Corp., 4.75% Sr. Unsec. Nts., 6/1/43	$	2,760,000	$	2,803,840
United Technologies Corp.:
3.35% Sr. Unsec. Nts., 8/16/21		1,293,000		1,290,250
3.95% Sr. Unsec. Nts., 8/16/25		3,232,000		3,213,050
				19,555,178
Air Freight & Couriers—0.1%
CH Robinson Worldwide, Inc., 4.20% Sr. Unsec. Nts., 4/15/28		2,673,000		2,687,073
Building Products—0.5%
Allegion US Holding Co., Inc., 3.55% Sec. Nts., 10/1/27		4,291,000		3,996,881
Fortune Brands Home & Security, Inc., 4.00% Sr. Unsec. Nts., 9/21/23		4,958,000		4,910,349
				8,907,230
Electrical Equipment—0.2%
Sensata Technologies BV, 4.875% Sr. Unsec. Nts., 10/15/231		4,415,000		4,310,144
Industrial Conglomerates—0.3%
GE Capital International Funding Co. Unlimited Co., 3.373% Sr. Unsec. Nts., 11/15/25		1,652,000		1,470,366
Roper Technologies, Inc., 3.65% Sr. Unsec. Nts., 9/15/23		5,226,000		5,235,055
				6,705,421
Machinery—0.2%
Fortive Corp., 1.80% Sr. Unsec. Nts., 6/15/19		465,000		459,493
Nvent Finance Sarl, 4.55% Sr. Unsec. Nts., 4/15/28		2,620,000		2,573,287
				3,032,780
Professional Services—0.2%
IHS Markit Ltd., 4.125% Sr. Unsec. Nts., 8/1/23		3,316,000		3,286,322
Road & Rail—0.5%
Penske Truck Leasing Co. LP/PTL Finance Corp., 3.40% Sr. Unsec. Nts., 11/15/261		4,245,000		3,976,081
Ryder System, Inc.:
3.50% Sr. Unsec. Nts., 6/1/21		1,241,000		1,243,200
3.75% Sr. Unsec. Nts., 6/9/23		5,250,000		5,222,699
				10,441,980
Trading Companies & Distributors—0.5%
Air Lease Corp.:
3.25% Sr. Unsec. Nts., 3/1/25		1,679,000		1,548,361
3.625% Sr. Unsec. Nts., 4/1/27		1,765,000		1,582,189
GATX Corp., 3.50% Sr. Unsec. Nts., 3/15/28		4,225,000		3,889,599
United Rentals North America, Inc., 4.625% Sr. Unsec. Nts., 10/15/25		2,670,000		2,389,650
				9,409,799

33        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Information Technology—3.3%
Communications Equipment—0.2%
Motorola Solutions, Inc., 4.60% Sr. Unsec. Nts., 2/23/28	$	3,917,000	$	3,839,259
Electronic Equipment, Instruments, & Components—0.4%
Arrow Electronics, Inc., 3.875% Sr. Unsec. Nts., 1/12/28		3,969,000		3,624,265
CDW LLC/CDW Finance Corp., 5.50% Sr. Unsec. Nts., 12/1/24		631,000		626,267
Tech Data Corp., 4.95% Sr. Unsec. Nts., 2/15/27		3,740,000		3,518,144
				7,768,676
IT Services—0.7%
DXC Technology Co.:
2.875% Sr. Unsec. Nts., 3/27/20		2,944,000		2,919,052
4.75% Sr. Unsec. Nts., 4/15/27		3,922,000		3,944,364
Fidelity National Information Services, Inc., 4.25% Sr. Unsec.
Nts., 5/15/28		2,695,000		2,683,994
VeriSign, Inc.:
4.75% Sr. Unsec. Nts., 7/15/27		2,683,000		2,526,179
5.25% Sr. Unsec. Nts., 4/1/25		1,611,000		1,600,931
				13,674,520
Semiconductors & Semiconductor Equipment—0.6%
Intel Corp., 3.734% Sr. Unsec. Nts., 12/8/47		1,479,000		1,372,416
Microchip Technology, Inc., 3.922% Sr. Sec. Nts., 6/1/211		5,261,000		5,221,619
NXP BV/NXP Funding LLC, 4.125% Sr. Unsec. Nts., 6/1/211		4,874,000		4,825,260
				11,419,295
Software—0.9%
Autodesk, Inc., 4.375% Sr. Unsec. Nts., 6/15/25		1,675,000		1,695,486
Dell International LLC/EMC Corp.:
4.42% Sr. Sec. Nts., 6/15/211		4,891,000		4,888,779
6.02% Sr. Sec. Nts., 6/15/261		3,118,000		3,138,047
Open Text Corp., 5.625% Sr. Unsec. Nts., 1/15/231		2,188,000		2,188,000
Oracle Corp., 2.95% Sr. Unsec. Nts., 5/15/25		3,127,000		2,996,287
VMware, Inc.:
2.30% Sr. Unsec. Nts., 8/21/20		600,000		587,806
3.90% Sr. Unsec. Nts., 8/21/27		2,677,000		2,380,099
				17,874,504
Technology Hardware, Storage & Peripherals—0.5%
Apple, Inc., 4.375% Sr. Unsec. Nts., 5/13/45		3,263,000		3,326,197
Hewlett Packard Enterprise Co., 3.60% Sr. Unsec. Nts., 10/15/20		5,252,000		5,266,814
				8,593,011
Materials—3.3%
Chemicals—1.8%
Dow Chemical Co. (The), 4.55% Sr. Unsec. Nts., 11/30/251		3,353,000		3,417,538
DowDuPont, Inc.:
3.766% Sr. Unsec. Nts., 11/15/20		4,526,000		4,570,522

34        OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount		Value
Chemicals (Continued)
DowDuPont, Inc.: (Continued) 5.419% Sr. Unsec. Nts., 11/15/48	$	2,045,000	$	2,135,389
Eastman Chemical Co., 3.50% Sr. Unsec. Nts., 12/1/21		2,135,000		2,147,081
LyondellBasell Industries NV, 5.00% Sr. Unsec. Nts., 4/15/19		3,753,000		3,757,157
Nutrien Ltd.:
3.375% Sr. Unsec. Nts., 3/15/25		4,621,000		4,349,280
4.875% Sr. Unsec. Nts., 3/30/20		780,000		793,730
PolyOne Corp., 5.25% Sr. Unsec. Nts., 3/15/23		3,940,000		3,821,800
RPM International, Inc.:
3.45% Sr. Unsec. Unsub. Nts., 11/15/22		3,050,000		3,023,722
6.125% Sr. Unsec. Nts., 10/15/19		4,230,000		4,307,886
Yara International ASA, 4.75% Sr. Unsec. Nts., 6/1/281		2,688,000		2,685,787
				35,009,892
Construction Materials—0.3%
James Hardie International Finance DAC, 4.75% Sr. Unsec.
Nts., 1/15/251		3,252,000		2,971,515
Martin Marietta Materials, Inc., 3.50% Sr. Unsec. Nts., 12/15/27		2,593,000		2,369,953
				5,341,468
Containers & Packaging—0.4%
Packaging Corp. of America:
3.65% Sr. Unsec. Nts., 9/15/24		745,000		732,956
4.50% Sr. Unsec. Nts., 11/1/23		4,011,000		4,115,527
Silgan Holdings, Inc., 4.75% Sr. Unsec. Nts., 3/15/25		3,315,000		3,107,813
				7,956,296
Metals & Mining—0.7%
Anglo American Capital plc:
3.625% Sr. Unsec. Nts., 9/11/241		1,368,000		1,292,385
4.00% Sr. Unsec. Nts., 9/11/271		2,200,000		1,990,030
ArcelorMittal, 6.125% Sr. Unsec. Nts., 6/1/25		4,565,000		4,784,491
Goldcorp, Inc., 5.45% Sr. Unsec. Nts., 6/9/44		1,490,000		1,484,016
Steel Dynamics, Inc., 4.125% Sr. Unsec. Nts., 9/15/25		3,868,000		3,573,065
				13,123,987
Paper & Forest Products—0.1%
Georgia-Pacific LLC, 3.734% Sr. Unsec. Nts., 7/15/231		964,000		973,690
Louisiana-Pacific Corp., 4.875% Sr. Unsec. Nts., 9/15/24		2,196,000		2,124,630
				3,098,320
Telecommunication Services—2.1%
Diversified Telecommunication Services—1.7%
AT&T, Inc.:
4.30% Sr. Unsec. Nts., 2/15/30		3,909,000		3,704,474
4.35% Sr. Unsec. Nts., 6/15/45		1,852,000		1,572,822
4.50% Sr. Unsec. Nts., 3/9/48		2,268,000		1,962,828

35        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Diversified Telecommunication Services (Continued)
British Telecommunications plc:
4.50% Sr. Unsec. Nts., 12/4/23	$	3,235,000	$	3,282,163
9.625% Sr. Unsec. Nts., 12/15/30		4,509,000		6,110,230
Deutsche Telekom International Finance BV, 4.375% Sr.
Unsec. Nts., 6/21/281		2,515,000		2,482,544
Telefonica Emisiones SA:
4.103% Sr. Unsec. Nts., 3/8/27		1,424,000		1,375,431
5.213% Sr. Unsec. Nts., 3/8/47		2,144,000		1,971,997
T-Mobile USA, Inc., 6.50% Sr. Unsec. Nts., 1/15/26		4,494,000		4,595,115
Verizon Communications, Inc.:
4.125% Sr. Unsec. Nts., 8/15/46		2,250,000		1,995,647
4.522% Sr. Unsec. Nts., 9/15/48		3,066,000		2,887,743
				31,940,994
Wireless Telecommunication Services—0.4%
Vodafone Group plc:
3.75% Sr. Unsec. Nts., 1/16/24		5,215,000		5,145,555
4.375% Sr. Unsec. Nts., 5/30/28		2,638,000		2,565,437
				7,710,992
Utilities—3.4%
Electric Utilities—2.4%
AEP Texas, Inc., 3.95% Sr. Unsec. Nts., 6/1/281		2,694,000		2,704,782
Duke Energy Corp.:
3.15% Sr. Unsec. Nts., 8/15/27		2,714,000		2,543,859
3.75% Sr. Unsec. Nts., 9/1/46		1,111,000		965,818
Edison International:
2.125% Sr. Unsec. Nts., 4/15/20		2,127,000		2,070,882
2.95% Sr. Unsec. Nts., 3/15/23		3,255,000		3,077,577
EDP Finance BV, 3.625% Sr. Unsec. Nts., 7/15/241		3,689,000		3,460,839
Electricite de France SA, 4.50% Sr. Unsec. Nts., 9/21/281		2,675,000		2,597,304
Emera US Finance LP, 2.70% Sr. Unsec. Nts., 6/15/21		2,866,000		2,793,572
Entergy Texas, Inc., 7.125% Sec. Nts., 2/1/19		1,118,000		1,121,110
Eversource Energy, 4.25% Sr. Unsec. Nts., 4/1/29		2,505,000		2,557,002
Exelon Corp.:
2.45% Sr. Unsec. Nts., 4/15/21		2,432,000		2,379,806
4.45% Sr. Unsec. Nts., 4/15/46		1,494,000		1,428,325
FirstEnergy Corp., 3.90% Sr. Unsec. Nts., 7/15/27		2,896,000		2,811,479
Indiana Michigan Power Co., 4.25% Sr. Unsec. Nts., 8/15/48		1,247,000		1,232,576
Mid-Atlantic Interstate Transmission LLC, 4.10% Sr. Unsec.
Nts., 5/15/281		2,698,000		2,685,567
NextEra Energy Operating Partners LP, 4.25% Sr. Unsec. Nts., 9/15/241		386,000		358,497
Pennsylvania Electric Co., 5.20% Sr. Unsec. Nts., 4/1/20		500,000		512,592
PPL WEM Ltd./Western Power Distribution Ltd., 5.375% Sr.
Unsec. Unsub. Nts., 5/1/211		4,885,000		5,046,389
TECO Finance, Inc., 5.15% Sr. Unsec. Nts., 3/15/20		2,620,000		2,679,787

36        OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount		Value
Electric Utilities (Continued)
Trans-Allegheny Interstate Line Co., 3.85% Sr. Unsec. Nts., 6/1/251	$	2,876,000	$	2,869,132
				45,896,895
Independent Power and Renewable Electricity Producers—0.1%
PSEG Power LLC, 3.00% Sr. Unsec. Nts., 6/15/21		1,440,000		1,417,024
Multi-Utilities—0.9%
CenterPoint Energy Resources Corp., 4.50% Sr. Unsec. Nts., 1/15/21		1,942,000		1,981,820
CenterPoint Energy, Inc.:
3.60% Sr. Unsec. Nts., 11/1/21		3,241,000		3,249,797
4.25% Sr. Unsec. Nts., 11/1/28		2,368,000		2,405,781
Dominion Energy, Inc.:
2.579% Jr. Sub. Nts., 7/1/20		5,060,000		4,981,836
4.90% Sr. Unsec. Nts., 8/1/41		1,995,000		1,987,321
Public Service Enterprise Group, Inc., 1.60% Sr. Unsec. Nts., 11/15/19		3,471,000		3,423,293
				18,029,848
Total Corporate Bonds and Notes (Cost $1,039,610,589)				1,011,705,503
Short-Term Notes—7.4%
Alliant Energy Corp., 2.501%, 1/4/1913		5,000,000		4,998,525
Ameren Illinois Co., 2.70%, 1/2/1913		1,100,000		1,099,835
Avery Dennison, 2.70%, 1/2/1913,14		1,900,000		1,899,715
BP Capital Markets plc, 2.516%, 1/18/1913,14		3,000,000		2,996,399
Clorox Co. (The), 2.65%, 1/2/191,13,14		1,650,000		1,649,772
ENI Finance USA Co., 2.722%, 1/11/1913,14		8,600,000		8,592,866
ERAC USA Finance Co., 2.903%, 1/10/191,13,14		8,600,000		8,593,488
Eversource Energy, 2.752%, 1/7/1913,14		8,600,000		8,595,593
Glencore Funding LLC:
2.789%, 1/7/1913,14		4,200,000		4,197,766
3.002%, 1/3/1913,14		4,400,000		4,399,003
International Paper Co., 2.852%, 1/3/191,13,14		4,800,000		4,798,948
McKesson Corp., 3.157%, 1/22/191,13,14		8,700,000		8,684,890
Mohawk Industries, Inc., 2.913%, 1/2/191,13,14		8,700,000		8,698,736
NetApp Inc., 2.887%, 1/29/191,13,14		7,710,000		7,692,063
Northrop Grumman Corp., 2.698%, 1/16/191,13,14		4,100,000		4,094,949
Southern Company Funding Corp., 2.902%, 1/7/1913,14		8,600,000		8,595,510
Southwestern Public Service Co., 2.70%, 1/2/1913,14		8,700,000		8,698,695
Telus Corp., 2.85%, 1/16/191,13		8,750,000		8,740,302
Tyco Electronics Group SA, 2.914%, 1/2/191,13,14		8,700,000		8,698,736
United Technologies Corp., 3.047%, 1/23/191,13,14		8,600,000		8,584,351
VF Corp., 2.853%, 1/11/191,13,14		7,820,000		7,813,632
Walgreens Boots Alliance, Inc., 2.925%, 1/7/1913		8,700,000		8,695,458
Western Union Co. (The), 2.801%, 1/3/191,13,14		3,106,000		3,105,319
Total Short-Term Notes (Cost $143,930,330)				143,924,551

37        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Investment Company—1.9%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 2.35%15,16 (Cost $37,424,899)		37,424,899	$	37,424,899
Total Investments, at Value (Cost $2,560,030,304)		130.8%		2,535,311,469
Net Other Assets (Liabilities)		(30.8)		(596,623,023)
Net Assets		100.0%	$	1,938,688,446

Footnotes to Statement of Investments

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

These securities amount to $557,590,442 or 28.76% of the Fund’s net assets at period end.

2. Represents the current interest rate for a variable or increasing rate security, determined as [Referenced Rate + Basis-point spread].

3. Restricted security. The aggregate value of restricted securities at period end was $7,737,542, which represents

0.40% of the Fund’s net assets. See Note 4 of the accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost		Value		Unrealized Appreciation/ (Depreciation)
GLS Auto Receivables Trust, Series 2018-1A, Cl. A, 2.82%, 7/15/22		1/30/18	$	3,564,692	$	3,552,879	$	(11,813)
Marathon Petroleum Corp., 3.80% Sr.
Unsec. Nts., 4/1/28		7/25/18		4,240,374		4,184,663		(55,711)
			$	7,805,066	$	7,737,542	$	(67,524)

4. Interest-Only Strips represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. These securities typically decline in price as interest rates decline. Most other fixed income securities increase in price when interest rates decline. The principal amount of the underlying pool represents the notional amount on which current interest is calculated. The price of these securities is typically more sensitive to changes in prepayment rates than traditional mortgage-backed securities (for example, GNMA pass-throughs). Interest rates disclosed represent current yields based upon the current cost basis and estimated timing and amount of future cash flows. These securities amount to $23,431,199 or 1.21% of the Fund’s net assets at period end.

5. Interest rate is less than 0.0005%.

6. Principal-Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. The value of these securities generally increases as interest rates decline and prepayment rates rise. The price of these securities is typically more volatile than that of coupon-bearing bonds of the same maturity. Interest rates disclosed represent current yields based upon the current cost basis and estimated timing of future cash flows. These securities amount to $72,505 or 0.00% of the Fund’s net assets at period end.

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

8. The value of this security was determined using significant unobservable inputs. See Note 3 of the accompanying

Notes.

9. This interest rate resets periodically. Interest rate shown reflects the rate in effect at period end. The rate on this variable rate security is not based on a published reference rate and spread but is determined by the issuer or agent based on current market conditions.

10. All or a portion of the security position is held in accounts at a futures clearing merchant and pledged to cover margin requirements on open futures contracts and written options on futures, if applicable. The aggregate market value of such securities is $2,929,171. See Note 6 of the accompanying Notes.

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

38        OPPENHEIMER TOTAL RETURN BOND FUND

Footnotes to Statement of Investments (Continued)

12. Represents securities sold under Regulation S, which are exempt from registration under the Securities Act of 1933, as amended. These securities may not be offered or sold in the United States without and exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. These securities amount to $5,882,028 or 0.30% of the Fund’s net assets at period end.

13. Current yield as of period end.

14. Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities amount to $120,390,431 or 6.21% of the Fund’s net assets, and have been determined to be liquid pursuant to guidelines adopted by the Board of Trustees.

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

16. 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 December 31, 2017		Gross Additions		Gross Reductions		Shares December 31, 2018
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E		40,200,770		1,813,723,105		1,816,498,976		37,424,899
	Value		Income		Realized Gain (Loss)		Change in Unrealized Gain (Loss)
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E	$	37,424,899	$	774,417	$	—	$	—

Futures Contracts as of December 31, 2018
Description	Buy/Sell		Expiration Date		Number of Contracts		Notional Amount (000’s)		Value		Unrealized Appreciation/ (Depreciation)
United States Treasury Long Bonds		Buy		3/20/19		166		USD 23,279	$	24,236,000	$	957,466
United States Treasury Nts., 10 yr.		Sell		3/20/19		1,161		USD 140,739		141,660,141		(921,618	)
United states Treasury Nts., 2 yr.		Sell		3/29/19		176		USD 37,220		37,367,000		(146,583	)
United States Treasury Nts., 5 yr.		Sell		3/29/19		582		USD 65,646		66,748,125		(1,102,132	)
United States Ultra Bonds		Buy		3/20/19		977		USD 148,744		156,961,156		8,216,675
											$	7,003,808

Glossary: Definitions
H15T1Y	US Treasury Yield Curve Rate T Note Constant Maturity 1 Year

39        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Continued

Definitions (Continued)
ICE LIBOR	Intercontinental Exchange London Interbank Offered Rate
LIBOR01M	ICE LIBOR USD 1 Month
US0001M	ICE LIBOR USD 1 Month
US0003M	ICE LIBOR USD 3 Month
USISDA05	USD ICE Swap Rate 11:00am NY 5 Year
USSW5	USD Swap Semi 30/360 5 Year

See accompanying Notes to Financial Statements.

40        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF ASSETS AND LIABILITIES December 31, 2018

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $2,522,605,405)	$	2,497,886,570
Affiliated companies (cost $37,424,899)		37,424,899
		2,535,311,469
Cash		1,674,487
Cash used for collateral on forward roll transactions		498,000
Receivables and other assets:
Investments sold (including $243,050,913 sold on a when-issued or delayed delivery basis)		245,728,849
Interest, dividends and principal paydowns		12,177,744
Shares of beneficial interest sold		4,014,468
Variation margin receivable		654,122
Other		200,210
Total assets		2,800,259,349
Liabilities
Payables and other liabilities:
Investments purchased (including $846,044,554 purchased on a when-issued or delayed delivery basis)		854,784,856
Shares of beneficial interest redeemed		4,914,676
Dividends		862,021
Variation margin payable		623,766
Trustees’ compensation		134,665
Distribution and service plan fees		131,987
Shareholder communications		14,554
Other		104,378
Total liabilities		861,570,903
Net Assets	$	1,938,688,446
Composition of Net Assets
Par value of shares of beneficial interest	$	295,534
Additional paid-in capital		2,017,138,690
Total accumulated loss		(78,745,778)
Net Assets	$	1,938,688,446

41        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF ASSETS AND LIABILITIES Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $478,723,387 and 72,854,129 shares of beneficial interest outstanding)	$	6.57
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$	6.90
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $91,595,828 and 13,925,723 shares of beneficial interest outstanding)	$	6.58
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $902,457,458 and 137,463,927 shares of beneficial interest outstanding)	$	6.57
Class R Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge) and offering price per share (based on net assets of $52,539,131 and 7,998,768 shares of beneficial interest outstanding)	$	6.57
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $413,372,642 and 63,291,591 shares of beneficial interest outstanding)	$	6.53

See accompanying Notes to Financial Statements.

42        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT

OF OPERATIONS For the Year Ended December 31, 2018

Investment Income
Interest (net of foreign withholding taxes of $12,960)	$	69,441,492
Fee income on when-issued securities		10,838,040
Dividends from affiliated companies		774,417
Total investment income		81,053,949
Expenses
Management fees		7,263,095
Distribution and service plan fees:
Class A		1,239,288
Class B1		3,067
Class C		988,807
Class R		281,718
Transfer and shareholder servicing agent fees:
Class A		865,711
Class B1		525
Class C		168,939
Class I		298,972
Class R		96,712
Class Y		683,711
Shareholder communications:
Class A		32,855
Class B1		164
Class C		7,611
Class I		3,110
Class R		3,228
Class Y		14,414
Trustees’ compensation		92,013
Custodian fees and expenses		70,607
Borrowing fees		61,934
Other		268,958
Total expenses		12,445,439
Less reduction to custodian expenses		(1,525)
Less waivers and reimbursements of expenses		(742,244)
Net expenses		11,701,670
Net Investment Income		69,352,279

43        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT

OF OPERATIONS Continued

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in unaffiliated companies	$	(36,314,384)
Futures contracts		(10,775,579)
Swap contracts		(38,169)
Swaption contracts written		141,938
Net realized loss		(46,986,194)
Net change in unrealized appreciation/(depreciation) on:
Investment transactions in unaffiliated companies		(48,762,375)
Futures contracts		5,272,468
Net change in unrealized appreciation/(depreciation)		(43,489,907)
Net Decrease in Net Assets Resulting from Operations	$	(21,123,822)

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

44        OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENTS OF CHANGES IN NET ASSETS

	Year Ended December 31, 2018			Year Ended December 31, 20171
Operations
Net investment income	$	69,352,279			$      48,617,934
Net realized gain (loss)		(46,986,194	)		5,526,752
Net change in unrealized appreciation/(depreciation)		(43,489,907	)		21,751,540
Net increase (decrease) in net assets resulting from operations		(21,123,822	)		75,896,226
Dividends and/or Distributions to Shareholders
Dividends and distributions declared:
Class A		(16,250,373	)		(16,718,573	)
Class B2		(6,305	)		(57,323	)
Class C		(2,376,012	)		(2,214,788	)
Class I		(35,356,121	)		(23,512,132	)
Class R		(1,646,902	)		(1,547,383	)
Class Y		(14,119,764	)		(6,706,714	)
Total dividends and distributions declared		(69,755,477	)		(50,756,913	)
Beneficial Interest Transactions
Net increase (decrease) in net assets resulting from beneficial interest transactions:
Class A		(59,671,180	)		(57,873,340	)
Class B2		(1,502,034	)		(3,889,996	)
Class C		(13,721,545	)		(19,436,187	)
Class I		(47,424,178	)		368,769,334
Class R		(6,601,576	)		(3,088,015	)
Class Y		86,216,398			163,984,247
Total beneficial interest transactions		(42,704,115	)		448,466,043
Net Assets
Total increase (decrease)		(133,583,414	)		473,605,356
Beginning of period		2,072,271,860			1,598,666,504
End of period	$	1,938,688,446			$  2,072,271,860

1. Prior period amounts have been conformed to current year presentation. See Notes to Financial Statements, Note

2– New Accounting Pronouncements for further details.

2. Effective June 1, 2018, all Class B shares converted to Class A shares.

See accompanying Notes to Financial Statements.

45        OPPENHEIMER TOTAL RETURN BOND FUND

FINANCIAL HIGHLIGHTS

Class A	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014
Per Share Operating Data
Net asset value, beginning of period		$6.86		$6.76		$6.74		$6.92		$6.70
Income (loss) from investment operations:
Net investment income1		0.21		0.18		0.17		0.21		0.22
Net realized and unrealized gain (loss)		(0.29)		0.11		0.02		(0.17)		0.23
Total from investment operations		(0.08)		0.29		0.19		0.04		0.45
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.21)		(0.19)		(0.17)		(0.22)		(0.23)
Net asset value, end of period		$6.57		$6.86		$6.76		$6.74		$6.92
Total Return, at Net Asset Value2		(1.12)%		4.29%		2.75%		0.51%		6.76%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$478,723		$561,713		$610,368		$508,179		$480,765
Average net assets (in thousands)		$508,876		$612,318		$596,259		$493,868		$412,758
Ratios to average net assets:3
Net investment income		3.18%		2.62%		2.41%		3.02%		3.23%
Expenses excluding specific expenses listed below		0.80%		0.87%		0.94%		0.95%		0.97%
Interest and fees from borrowings		0.00%4		0.00%4		0.00%4		0.00%4		0.00%
Total expenses5		0.80%		0.87%		0.94%		0.95%		0.97%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.75%		0.77%		0.85%		0.85%		0.88%
Portfolio turnover rate6		64%		86%		80%		85%		137%

46        OPPENHEIMER TOTAL RETURN BOND FUND

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

2. 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.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

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

Year Ended December 31, 2018	0.80	%
Year Ended December 31, 2017	0.87	%
Year Ended December 31, 2016	0.95	%
Year Ended December 31, 2015	0.96	%
Year Ended December 31, 2014	0.98	%

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

	Purchase Transactions		Sale Transactions
Year Ended December 31, 2018		$10,593,719,030		$10,775,658,902
Year Ended December 31, 2017		$9,083,844,819		$8,679,566,809
Year Ended December 31, 2016		$7,572,160,629		$7,520,146,688
Year Ended December 31, 2015		$6,548,843,476		$6,610,174,477
Year Ended December 31, 2014		$4,283,386,232		$4,071,806,805

See accompanying Notes to Financial Statements.

47        OPPENHEIMER TOTAL RETURN BOND FUND

FINANCIAL HIGHLIGHTS Continued

Class C	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014
Per Share Operating Data
Net asset value, beginning of period		$6.87		$6.77		$6.75		$6.93		$6.71
Income (loss) from investment operations:
Net investment income1		0.16		0.12		0.11		0.15		0.17
Net realized and unrealized gain (loss)		(0.29)		0.11		0.02		(0.17)		0.23
Total from investment operations		(0.13)		0.23		0.13		(0.02)		0.40
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.16)		(0.13)		(0.11)		(0.16)		(0.18)
Net asset value, end of period		$6.58		$6.87		$6.77		$6.75		$6.93
Total Return, at Net Asset Value2		(1.90)%		3.43%		1.92%		(0.30)%		5.95%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$91,596		$109,888		$127,465		$123,612		$111,342
Average net assets (in thousands)		$99,301		$116,477		$136,900		$117,611		$99,536
Ratios to average net assets:3
Net investment income		2.38%		1.79%		1.60%		2.20%		2.47%
Expenses excluding specific expenses listed below		1.55%		1.63%		1.69%		1.71%		1.72%
Interest and fees from borrowings		0.00%4		0.00%4		0.00%4		0.00%4		0.00%
Total expenses5		1.55%		1.63%		1.69%		1.71%		1.72%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.55%6		1.60%		1.65%		1.65%		1.65%
Portfolio turnover rate7		64%		86%		80%		85%		137%

48        OPPENHEIMER TOTAL RETURN BOND FUND

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

2. 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.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

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

Year Ended December 31, 2018	1.55	%
Year Ended December 31, 2017	1.63	%
Year Ended December 31, 2016	1.70	%
Year Ended December 31, 2015	1.72	%
Year Ended December 31, 2014	1.73	%

6. Waiver was less than 0.005%.

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

	Purchase Transactions		Sale Transactions
Year Ended December 31, 2018		$10,593,719,030		$10,775,658,902
Year Ended December 31, 2017		$9,083,844,819		$8,679,566,809
Year Ended December 31, 2016		$7,572,160,629		$7,520,146,688
Year Ended December 31, 2015		$6,548,843,476		$6,610,174,477
Year Ended December 31, 2014		$4,283,386,232		$4,071,806,805

See accompanying Notes to Financial Statements.

49        OPPENHEIMER TOTAL RETURN BOND FUND

FINANCIAL HIGHLIGHTS Continued

Class I	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014
Per Share Operating Data
Net asset value, beginning of period		$6.86		$6.75		$6.74		$6.92		$6.70
Income (loss) from investment operations:
Net investment income1		0.23		0.20		0.19		0.23		0.25
Net realized and unrealized gain (loss)		(0.28)		0.12		0.01		(0.17)		0.22
Total from investment operations		(0.05)		0.32		0.20		0.06		0.47
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.24)		(0.21)		(0.19)		(0.24)		(0.25)
Net asset value, end of period		$6.57		$6.86		$6.75		$6.74		$6.92
Total Return, at Net Asset Value2		(0.77)%		4.81%		2.96%		0.85%		7.16%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$902,457		$993,755		$614,674		$598,204		$581,836
Average net assets (in thousands)		$996,440		$757,851		$621,576		$592,163		$559,118
Ratios to average net assets:3
Net investment income		3.53%		2.98%		2.77%		3.35%		3.60%
Expenses excluding specific expenses listed below		0.41%		0.43%		0.50%		0.51%		0.53%
Interest and fees from borrowings		0.00%4		0.00%4		0.00%4		0.00%4		0.00%
Total expenses5		0.41%		0.43%		0.50%		0.51%		0.53%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.40%		0.42%		0.49%		0.50%		0.52%
Portfolio turnover rate6		64%		86%		80%		85%		137%

50        OPPENHEIMER TOTAL RETURN BOND FUND

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

2. 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.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

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

Year Ended December 31, 2018	0.41	%
Year Ended December 31, 2017	0.43	%
Year Ended December 31, 2016	0.51	%
Year Ended December 31, 2015	0.52	%
Year Ended December 31, 2014	0.54	%

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

	Purchase Transactions		Sale Transactions
Year Ended December 31, 2018		$10,593,719,030		$10,775,658,902
Year Ended December 31, 2017		$9,083,844,819		$8,679,566,809
Year Ended December 31, 2016		$7,572,160,629		$7,520,146,688
Year Ended December 31, 2015		$6,548,843,476		$6,610,174,477
Year Ended December 31, 2014		$4,283,386,232		$4,071,806,805

See accompanying Notes to Financial Statements.

51        OPPENHEIMER TOTAL RETURN BOND FUND

FINANCIAL HIGHLIGHTSContinued

Class R	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014
Per Share Operating Data
Net asset value, beginning of period		$6.86		$6.76		$6.74		$6.92		$6.70
Income (loss) from investment operations:
Net investment income1		0.19		0.16		0.14		0.19		0.20
Net realized and unrealized gain (loss)		(0.29)		0.10		0.02		(0.17)		0.23
Total from investment operations		(0.10)		0.26		0.16		0.02		0.43
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.19)		(0.16)		(0.14)		(0.20)		(0.21)
Net asset value, end of period		$6.57		$6.86		$6.76		$6.74		$6.92
Total Return, at Net Asset Value2		(1.41)%		3.95%		2.43%		0.20%		6.49%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$52,539		$61,691		$63,752		$46,588		$36,272
Average net assets (in thousands)		$56,850		$64,342		$59,580		$42,837		$32,383
Ratios to average net assets:3
Net investment income		2.88%		2.29%		2.09%		2.70%		2.97%
Expenses excluding specific expenses listed below		1.05%		1.12%		1.19%		1.20%		1.22%
Interest and fees from borrowings		0.00%4		0.00%4		0.00%4		0.00%4		0.00%
Total expenses5		1.05%		1.12%		1.19%		1.20%		1.22%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.05%6		1.10%		1.15%		1.15%		1.15%
Portfolio turnover rate7		64%		86%		80%		85%		137%

52                OPPENHEIMER TOTAL RETURN BOND FUND

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

2. 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.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

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

Year Ended December 31, 2018	1.05	%
Year Ended December 31, 2017	1.12	%
Year Ended December 31, 2016	1.20	%
Year Ended December 31, 2015	1.21	%
Year Ended December 31, 2014	1.23	%

6. Waiver was less than 0.005%.

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

	Purchase Transactions		Sale Transactions
Year Ended December 31, 2018		$10,593,719,030		$10,775,658,902
Year Ended December 31, 2017		$9,083,844,819		$8,679,566,809
Year Ended December 31, 2016		$7,572,160,629		$7,520,146,688
Year Ended December 31, 2015		$6,548,843,476		$6,610,174,477
Year Ended December 31, 2014		$4,283,386,232		$4,071,806,805

See accompanying Notes to Financial Statements.

53                OPPENHEIMER TOTAL RETURN BOND FUND

FINANCIAL HIGHLIGHTS Continued

Class Y	Year Ended December 31, 2018		Year Ended December 31, 2017		Year Ended December 31, 2016		Year Ended December 31, 2015		Year Ended December 31, 2014
Per Share Operating Data
Net asset value, beginning of period		$6.82		$6.72		$6.70		$6.88		$6.66
Income (loss) from investment operations:
Net investment income1		0.23		0.20		0.18		0.22		0.24
Net realized and unrealized gain (loss)		(0.29)		0.11		0.02		(0.17)		0.22
Total from investment operations		(0.06)		0.31		0.20		0.05		0.46
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.23)		(0.21)		(0.18)		(0.23)		(0.24)
Net asset value, end of period		$6.53		$6.82		$6.72		$6.70		$6.88
Total Return, at Net Asset Value2		(0.84)%		4.60%		3.01%		0.75%		7.06%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$413,373		$343,689		$177,047		$86,801		$54,531
Average net assets (in thousands)		$402,498		$218,842		$158,960		$73,372		$16,845
Ratios to average net assets:3
Net investment income		3.48%		2.93%		2.64%		3.25%		3.48%
Expenses excluding specific expenses listed below		0.55%		0.62%		0.69%		0.70%		0.71%
Interest and fees from borrowings		0.00%4		0.00%4		0.00%4		0.00%4		0.00%
Total expenses5		0.55%		0.62%		0.69%		0.70%		0.71%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.45%		0.48%		0.60%		0.60%		0.62%
Portfolio turnover rate6		64%		86%		80%		85%		137%

54                OPPENHEIMER TOTAL RETURN BOND FUND

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

2. 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.

3. Annualized for periods less than one full year.

4. Less than 0.005%.

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

Year Ended December 31, 2018	0.55	%
Year Ended December 31, 2017	0.62	%
Year Ended December 31, 2016	0.70	%
Year Ended December 31, 2015	0.71	%
Year Ended December 31, 2014	0.72	%

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

	Purchase Transactions		Sale Transactions
Year Ended December 31, 2018		$10,593,719,030		$10,775,658,902
Year Ended December 31, 2017		$9,083,844,819		$8,679,566,809
Year Ended December 31, 2016		$7,572,160,629		$7,520,146,688
Year Ended December 31, 2015		$6,548,843,476		$6,610,174,477
Year Ended December 31, 2014		$4,283,386,232		$4,071,806,805

See accompanying Notes to Financial Statements.

55                OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS December 31, 2018

1. Organization

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

The Fund offers Class A, Class C, Class I, Class R and Class Y shares, and previously offered Class B shares for new purchase through June 29, 2012. Subsequent to that date, no new purchases of Class B shares were permitted. Reinvestment of dividend and/or capital gain distributions and exchanges of Class B shares into and from other Oppenheimer funds were permitted through May 31, 2018. Effective June 1, 2018 (the “Conversion Date”), all Class

B shares converted to Class A 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, and Class B shares were sold, without a front-end sales charge but may be subject to a contingent deferred sales charge (“CDSC”). Class R shares are sold only through retirement plans. Retirement plans that offer Class R shares may impose charges on those accounts. Class I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a CDSC, however, the intermediaries may impose charges on their accountholders who beneficially own Class I and Class Y shares. All classes of shares have identical rights and voting privileges with respect to the Fund in general and exclusive voting rights on matters that affect that class alone. Earnings, net assets and net asset value per share may differ due to each class having its own expenses, such as transfer and shareholder servicing agent fees and shareholder communications, directly attributable to that class. Class A, C and R shares have, and Class B shares had, separate distribution and/or service plans under which they pay, and Class B shares paid, fees. Class I and Class Y shares do not pay such fees. Previously issued Class B shares automatically converted to Class A shares 72 months after the date of purchase.

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

2. Significant Accounting Policies

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

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.

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2. Significant Accounting Policies (Continued)

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

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

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

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

57                OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTSContinued

2. Significant Accounting Policies (Continued)

the fiscal year ended December 31, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements. The tax components of capital shown in the following table represent distribution requirements the Fund must satisfy under the income tax regulations, losses the Fund may be able to offset against income and gains realized in future years and unrealized appreciation or depreciation of securities and other investments for federal income tax purposes.

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3		Net Unrealized Depreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$495,724		$—		$54,131,568		$24,981,845

1. At period end, the Fund had $54,131,568 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions.

2. During the reporting period, the Fund did not utilize any capital loss carryforward.

3. During the previous reporting period, the Fund utilized $5,211,992 of capital loss carryforward to offset capital gains realized in that fiscal year.

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

Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.

Increase to Paid-in Capital	Increase to Accumulated Net Loss
$12,219		$12,219

The tax character of distributions paid during the reporting periods:

	Year Ended December 31, 2018		Year Ended December 31, 2017
Distributions paid from:
Ordinary income	$	69,755,477	$	50,756,913

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,

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2. Significant Accounting Policies (Continued)

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

Federal tax cost of securities	$	2,560,293,314
Federal tax cost of other investments		(64,578,109)
Total federal tax cost	$	2,495,715,205
Gross unrealized appreciation	$	15,644,141
Gross unrealized depreciation		(40,625,986)
Net unrealized depreciation	$	(24,981,845)

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.

New Accounting Pronouncements. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager has evaluated the impacts of these changes on the financial statements and there are no material impacts.

During August 2018, the Securities and Exchange Commission (the “SEC”) issued Final Rule Release No. 33-10532 (the “Rule”), Disclosure Update and Simplification. The rule amends certain financial statement disclosure requirements to conform to U.S. GAAP. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) remove the requirement to separately state the book basis components of net assets: undistributed (over-distribution of) net investment income (“UNII”), accumulated undistributed net realized gains (losses), and net unrealized appreciation (depreciation) at the balance sheet date. Instead, consistent with U.S. GAAP, funds will be required to disclose total distributable earnings. The amendments to Rule 6-09 of Regulation S-X (statement of changes in net assets) remove the requirement to separately state the sources of distributions paid. Instead, consistent with U.S. GAAP, funds will be required to disclose the total amount of distributions paid, except that any tax return of capital must be separately disclosed. The amendments also remove the requirement to parenthetically state the book basis amount of UNII on the statement of changes in net assets. The requirements of the Rule are effective November 5, 2018, and the Funds’ Statement of Assets and Liabilities and Statement of Changes in Net Assets for the current reporting period have been modified accordingly. In addition, certain amounts within each Fund’s Statement of Changes in Net Assets for the prior fiscal period have been modified to conform to the Rule.

3. Securities Valuation

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

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NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

the New York Stock Exchange (the “Exchange” or “NYSE”) 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:

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

    Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, short-term notes, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the bid and asked prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices. Pricing services generally price debt securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, sometimes at lower prices than institutional round lot trades. Standard inputs generally considered by third-party pricing vendors include reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors. 

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

    Securities for which market quotations are not readily available, or when a significant event has occurred that would materially affect the value of the security, are 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

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3. Securities Valuation (Continued)

in the value of similar securities which may be further adjusted for any discounts related to security-specific resale restrictions. When possible, such methodologies use observable market inputs such as unadjusted quoted prices of similar securities, observable interest rates, currency rates and yield curves. The methodologies used for valuing securities are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can obtain the fair value assigned to a security if it were to sell the security.

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

Classifications

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

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

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

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

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

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

    The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are 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:

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NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

							Level 3—
		Level 1—			Level 2—		Significant
		Unadjusted			Other Significant		Unobservable
		Quoted Prices			Observable Inputs		Inputs		Value
Assets Table
Investments, at Value:
Asset-Backed Securities	$	—		$	372,407,336	$	—	$	372,407,336
Mortgage-Backed Obligations		—			962,385,139		14,126		962,399,265
U.S. Government Obligation		—			7,449,915		—		7,449,915
Corporate Bonds and Notes		—			1,011,705,503		—		1,011,705,503
Short-Term Notes		—			143,924,551		—		143,924,551
Investment Company		37,424,899			—		—		37,424,899
Total Investments, at Value		37,424,899			2,497,872,444		14,126		2,535,311,469
Other Financial Instruments:
Futures contracts		9,174,141			—		—		9,174,141
Total Assets	$	46,599,040		$	2,497,872,444	$	14,126	$	2,544,485,610
Liabilities Table
Other Financial Instruments:
Futures contracts	$	(2,170,333	)	$	—	$	—	$	(2,170,333)
Total Liabilities	$	(2,170,333	)	$	—	$	—	$	(2,170,333)

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

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

	Transfers into Level 2*		Transfers out of Level   3*
Assets Table
Investments, at Value:
Mortgage-Backed
Obligations	$	1,783,948	$	(1,783,948)
Total Assets	$	1,783,948	$	(1,783,948)

* Transferred from Level 3 to Level 2 due to the availability of market data for this security.

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 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

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4. Investments and Risks (Continued)

share. As a shareholder, the Fund is subject to its proportional share of the Affiliated Funds’ expenses, including their management fee. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in the Affiliated Funds.

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

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

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

At period end, the Fund had purchased securities issued on a when-issued or delayed delivery basis and sold securities issued on a delayed delivery basis as follows:

	When-Issued or Delayed Delivery Basis Transactions
Purchased securities		$846,044,554
Sold securities		243,050,913

The Fund may enter into “forward roll” transactions with respect to mortgage-related securities. In this type of transaction, the Fund sells a mortgage-related security to a buyer and

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NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks (Continued)

simultaneously agrees to repurchase a similar security (same type, coupon and maturity) at a later date at a set price. During the period between the sale and the repurchase, the Fund will not be entitled to receive interest and principal payments on the securities that have been sold. The Fund records the incremental difference between the forward purchase and sale of each forward roll as realized gain (loss) on investments or as fee income in the case of such transactions that have an associated fee in lieu of a difference in the forward purchase and sale price.

Forward roll transactions may be deemed to entail embedded leverage since the Fund purchases mortgage-related securities with extended settlement dates rather than paying for the securities under a normal settlement cycle. This embedded leverage increases the Fund’s market value of investments relative to its net assets which can incrementally increase the volatility of the Fund’s performance. Forward roll transactions can be replicated over multiple settlement periods.

Risks of entering into forward roll transactions include the potential inability of the counterparty to meet the terms of the agreement; the potential of the Fund to receive inferior securities at redelivery as compared to the securities sold to the counterparty; and counterparty credit risk.

At period end, the counterparty pledged $3,401,256 of collateral to the Fund for forward roll transactions.

At period end, the Fund pledged $498,000 of collateral to the counterparty for forward roll transactions.

Restricted Securities. At period end, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

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 24% 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 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

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5. Market Risk Factors (Continued)

assets are crude oil, heating oil, metals, livestock, and agricultural products.

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

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

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

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

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

6. Use of Derivatives

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance swaps and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. These instruments may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

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

65        OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

    Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.

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

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts. Futures contracts and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

    Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

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

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

    During the reporting period, the Fund had an ending monthly average market value of $179,853,962 and $772,924,451 on futures contracts purchased and sold, respectively.

    Additional associated risks of entering into futures contracts (and related options) include

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6. Use of Derivatives (Continued)

the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

Swap Contracts

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

    Swap contracts are reported on a schedule following the Statement of Investments. The values of centrally cleared swap and OTC swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund, if any, at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.

    Swap contract agreements are exposed to the market risk factor of the specific underlying reference rate or asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps have embedded leverage, they can expose the Fund to substantial risk in the isolated market risk factor.

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

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

    The ongoing value of the contract will fluctuate throughout the term of the contract based primarily on the credit risk of the reference asset. If the credit quality of the reference

67        OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

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

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

    The Fund may purchase or sell credit protection through credit default swaps to increase or decrease exposure to the credit risk of individual issuers and/or indexes of issuers that are either unavailable or considered to be less attractive in the bond market.

    For the reporting period, the Fund had ending monthly average notional amounts of $756,154 on credit default swaps to sell protection.

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

    At period end, the Fund had no credit default swap agreements outstanding.

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

    Total return swap contracts are exposed to the market risk factor of the specific underlying financial instrument or index.

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

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

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

68        OPPENHEIMER TOTAL RETURN BOND FUND

6. Use of Derivatives (Continued)

For the reporting period, the Fund had ending monthly average notional amounts of $307,692 on total return swaps which are short the reference asset.

Additional associated risks to the Fund include counterparty credit risk and liquidity risk. At period end, the Fund had no total return swap agreements outstanding.

Swaption Transactions

The Fund may enter into a swaption contract which grants the purchaser the right, but not the obligation, to enter into a swap transaction at preset terms detailed in the underlying agreement within a specified period of time. The purchaser pays a premium to the swaption writer who bears the risk of unfavorable changes in the preset terms on the underlying swap.

Purchased swaptions are reported as a component of investments in the Statement of Investments and the Statement of Assets and Liabilities. Written swaptions are reported on a schedule following the Statement of Investments and their value is reported as a separate asset or liability line item in the Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Statement of Operations. When a swaption is exercised, the cost of the swap is adjusted by the amount of premium paid or received. Upon the expiration or closing of an unexercised swaption contract, a gain or loss is reported in the Statement of Operations for the amount of the premium paid or received.

The Fund generally will incur a greater risk when it writes a swaption than when it purchases a swaption. When the Fund writes a swaption it will become obligated, upon exercise of the swaption, according to the terms of the underlying agreement. Swaption contracts written by the Fund do not give rise to counterparty credit risk prior to exercise as they obligate the Fund, not its counterparty, to perform. When the Fund purchases a swaption it only risks losing the amount of the premium it paid if the swaption expires unexercised. However, when the Fund exercises a purchased swaption there is a risk that the counterparty will fail to perform or otherwise default on its obligations under the swaption contract.

The Fund may purchase swaptions which give it the option to buy or sell credit protection through credit default swaps in order to decrease or increase exposure to the credit risk of individual issuers and/ or indexes of issuers. A swaption selling protection becomes more valuable as the likelihood of a credit event on the reference asset decreases. A swaption buying protection becomes more valuable as the likelihood of a credit event on the reference asset increases.

At period end, the Fund had no purchased swaption contracts outstanding.

The Fund may write swaptions which give it the obligation, if exercised by the purchaser, to sell or buy credit protection through credit default swaps in order to increase or decrease exposure to the credit risk of individual issuers and/or indexes of issuers. A written swaption selling protection becomes more valuable as the likelihood of a credit event on the reference asset decreases. A written swaption buying protection becomes more valuable as the likelihood of a credit event on the reference asset increases.

During the reporting period, the Fund had an ending monthly average market value of $18,643 and $8,378 on purchased and written swaptions, respectively.

69        OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

At period end, the Fund had no written swaption contracts outstanding.

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

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

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

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

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

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

With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are members of clearinghouses. While brokers, futures commission merchants and clearinghouses are required to segregate customer margin from their own assets, in the event that a broker,

70        OPPENHEIMER TOTAL RETURN BOND FUND

6. Use of Derivatives (Continued)

futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy and at that time there is a shortfall in the aggregate amount of margin held by the broker, futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.

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

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

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

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

The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities at period end:

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value			Statement of Assets and Liabilities Location	Value
Interest rate contracts Variation margin receivable		$	654,122	*	Variation margin payable	$	623,766	*

*Includes only the current day’s variation margin. Prior variation margin movements have been reflected in cash on

71        OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

the Statement of Assets and Liabilities upon receipt or payment.

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

	Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment transactions in unaffiliated companies*			Swaption contracts written		Futures contracts Swap contracts						Total
Credit contracts		$            (299,268	)	$	141,938	$	—		$	(38,169	)		$              (195,499	)
Interest rate contracts		—			—		(10,775,579	)		—			(10,775,579	)
Total		$            (299,268	)	$	141,938	$	(10,775,579	)		$            (38,169	)		$        (10,971,078	)
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments												Futures contracts
Interest rate contracts												$	5,272,468

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

7. Shares of Beneficial Interest

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

	Year Ended December 31, 2018						Year Ended December 31, 2017
	Shares			Amount			Shares			Amount
Class A
Sold1		13,985,483		$	92,855,375			29,192,515		$	199,859,305
Dividends and/or distributions reinvested		2,130,641			14,107,289			2,109,844			14,450,494
Redeemed		(25,109,270	)		(166,633,844	)		(39,757,874	)		(272,183,139)
Net decrease		(8,993,146	)	$	(59,671,180	)		(8,455,515	)	$	(57,873,340)
Class B
Sold		3,299		$	22,040			36,270		$	248,153
Dividends and/or distributions reinvested		937			6,281			8,115			55,491
Redeemed1		(228,150	)		(1,530,355	)		(613,942	)		(4,193,640)
Net decrease		(223,914	)	$	(1,502,034	)		(569,557	)	$	(3,889,996)
Class C
Sold		2,246,907		$	14,925,604			2,490,916		$	17,059,039
Dividends and/or distributions reinvested		336,217			2,228,738			298,480			2,046,591
Redeemed		(4,653,836	)		(30,875,887	)		(5,632,824	)		(38,541,817)
Net decrease		(2,070,712	)	$	(13,721,545	)		(2,843,428	)	$	(19,436,187)

72        OPPENHEIMER TOTAL RETURN BOND FUND

7. Shares of Beneficial Interest (Continued)

	Year Ended December 31, 2018						Year Ended December 31, 2017
	Shares			Amount			Shares			Amount
Class I
Sold		41,773,138		$	277,543,409			67,052,245		$	458,608,265
Dividends and/or distributions reinvested		4,290,938			28,371,858			2,844,023			19,464,417
Redeemed		(53,535,790	)		(353,339,445	)		(15,983,317	)		(109,303,348)
Net increase (decrease)		(7,471,714	)	$	(47,424,178	)		53,912,951		$	368,769,334
Class R
Sold		2,108,649		$	13,992,585			3,041,345		$	20,753,130
Dividends and/or distributions reinvested		224,479			1,485,564			197,783			1,354,194
Redeemed		(3,326,918	)		(22,079,725	)		(3,682,284	)		(25,195,339)
Net decrease		(993,790	)	$	(6,601,576	)		(443,156	)	$	(3,088,015)
Class Y
Sold		39,387,254		$	260,293,307			39,044,407		$	266,113,686
Dividends and/or distributions reinvested		1,893,915			12,453,580			789,486			5,376,972
Redeemed		(28,372,156	)		(186,530,489	)		(15,806,011	)		(107,506,411)
Net increase		12,909,013		$	86,216,398			24,027,882		$	163,984,247

1. All outstanding Class B shares converted to Class A shares on June 1, 2018.

8. Purchases and Sales of Securities

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

	Purchases		Sales
Investment securities		$1,268,793,735		$1,084,718,314
U.S. government and government agency obligations		—		2,632,657
To Be Announced (TBA) mortgage-related securities		10,593,719,030		10,775,658,902

9. Fees and Other Transactions with Affiliates

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

Fee Schedule
Up to $500 million	0.40	%
Next $500 million	0.35
Next $4 billion	0.33
Over $5 billion	0.31

The Fund’s effective management fee for the reporting period was 0.35% of average annual net assets before any applicable waivers.

Sub-Adviser Fees. The Manager has retained the Sub-Adviser to provide the day-to-day

73        OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

9. Fees and Other Transactions with Affiliates (Continued)

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

0.25% of the daily net assets of Class A shares of the Fund. The Distributor currently uses all

74        OPPENHEIMER TOTAL RETURN BOND FUND

9. Fees and Other Transactions with Affiliates (Continued)

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 B, Class C and Class R Shares. The Fund has adopted Distribution and Service Plans (the “Plans”) for Class C and Class R shares, and had previously adopted a similar plan for Class B 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 paid the Distributor an annual asset-based sales charge of 0.75% on Class B shares prior to their Conversion Date. The Fund also pays a service fee under the Plans at an annual rate of 0.25% of daily net assets and previously paid this fee for Class B prior to their Conversion Date. 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.

Year Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor		Class B Contingent Deferred Sales Charges Retained by Distributor1		Class C Contingent Deferred Sales Charges Retained by Distributor		Class R Contingent Deferred Sales Charges Retained by Distributor
December 31, 2018	$	100,883	$	5,304	$	740	$	5,731	$	—

1. Effective June 1, 2018, all Class B shares converted to Class A shares.

Waivers and Reimbursements of Expenses. After discussions with the Fund’s Board, the Manager has contractually agreed to waive fees and/or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” to annual rates of 0.75% for Class A, 0.40% for Class I and 0.45% for Class Y shares. In addition, the Manager has contractually agreed to waive fees and/ or reimburse the Fund for certain expenses in order to limit “Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement” (excluding any applicable interest and fees from borrowing, interest and related expenses from inverse floaters, dividend expense, taxes, any subsidiary expenses, Acquired Fund Fees and Expenses, brokerage

75        OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

9. Fees and Other Transactions with Affiliates (Continued)

commissions, unusual and infrequent expenses and certain other Fund expenses) to annual rates of 1.65% for Class C shares, and 1.15% for Class R shares, as calculated on the daily net assets of the Fund.

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

Class A	$	232,062
Class I		65,316
Class Y		400,694

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

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $44,172 for IGMMF management fees.

10. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.95 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.

11. Pending Acquisition

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of the Sub-Adviser and the Manager, announced that it has entered into an agreement whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser (the “Transaction”). In connection with the Transaction, on January 11, 2019, the Fund’s Board unanimously approved an Agreement and Plan of Reorganization (the “Agreement”), which provides for the transfer of the assets and liabilities of the Fund to a corresponding, newly formed fund (the “Acquiring Fund”) in the Invesco family of funds (the “Reorganization”) in exchange for shares of the corresponding Acquiring Fund of equal value to the value of the shares of the Fund as of the close of business on the closing date. Although the Acquiring Fund will be managed by Invesco Advisers, Inc., the Acquiring Fund will, as of the closing date, have the same investment objective and substantially similar principal investment strategies and risks as the Fund. After the Reorganization, Invesco Advisers, Inc. will be the investment adviser to the Acquiring Fund, and the Fund will be liquidated and dissolved under applicable law and terminate its registration under the Investment Company Act of 1940, as amended. The Reorganization is expected to be a tax-free reorganization for U.S. federal income tax purposes.

76        OPPENHEIMER TOTAL RETURN BOND FUND

11. Pending Acquisition (Continued)

The Reorganization is subject to the approval of shareholders of the Fund. Shareholders of record of the Fund on January 14, 2019 will be entitled to vote on the Reorganization and will receive a combined prospectus and proxy statement describing the Reorganization, the shareholder meeting, and a discussion of the factors the Fund’s Board considered in approving the Agreement. The combined prospectus and proxy statement is expected to be distributed to shareholders of record on or about February 28, 2019. The anticipated date of the shareholder meeting is on or about April 12, 2019.

If shareholders approve the Agreement and certain other closing conditions are satisfied or waived, the Reorganization is expected to close during the second quarter of 2019, or as soon as practicable thereafter. This is subject to change.

77        OPPENHEIMER TOTAL RETURN BOND FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Oppenheimer Integrity Funds:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Oppenheimer Total Return Bond Fund (the “Fund”), a series of Oppenheimer Integrity Funds, including the statement of investments, as of December 31, 2018, the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two year period then ended, and the related notes (collectively, the “financial statements”) and the financial highlights for each of the years in the five year period then ended. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two year period then ended, and the financial highlights for each of the years in the five year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian, brokers and the transfer agent, or by other appropriate auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audits provide a reasonable basis for our opinion.

KPMG LLP

We have not been able to determine the specific year that we began serving as the auditor of one or more Oppenheimer Funds investment companies, however we are aware that we have served as the auditor of one or more Oppenheimer Funds investment companies since at least 1969.

Denver, Colorado

February 22, 2019

78        OPPENHEIMER TOTAL RETURN BOND FUND

FEDERAL INCOME TAX INFORMATION

In early 2019, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2018.

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 0.61% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $620,836 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2019, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $61,858,880 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

79        OPPENHEIMER TOTAL RETURN BOND FUND

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

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 Sub-Adviser’s portfolio managers and 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.

80        OPPENHEIMER TOTAL RETURN BOND FUND

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has 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 their staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Krishna Memani and Peter A. Strzalkowski, the portfolio managers for the Fund, and the Sub-Adviser’s investment team and analysts. The Board members also considered the totality of their experiences with the Managers as directors or trustees of the Fund and other funds advised by the Managers.

The Board considered information regarding the quality of services provided by affiliates of the Managers, which 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 market indices and to the performance of other retail intermediate-term bond funds. The Board noted that the Fund outperformed its category median for the one-, three- and five-year periods, although it underperformed its category median for the ten-year period. The Board noted that performance has been consistently strong since the appointment of new portfolio managers effective April 1, 2009.

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 noted that the Adviser, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail intermediate-term bond funds with comparable asset levels and distribution features. The Board considered that the Fund’s contractual management fee and total expenses were lower than their respective peer group medians and category medians. The Board also considered that the Adviser has contractually agreed to waive fees and/or reimburse Fund expenses so that the Fund’s total annual operating expenses, as percentage of average daily net assets, will not exceed the following annual rates: 0.75% for Class A shares, 0.40% for Class I shares, 1.65% for Class B and Class C Shares, 1.15% for Class R Shares, and 0.45% for Class Y Shares. This fee waiver and/ or expense reimbursement may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board. The Board also considered that Adviser has voluntarily agreed to waive fees and/or reimburse Fund expenses in an amount equal to the management fees incurred indirectly through the Fund’s investments in funds managed by the Adviser or its affiliates. Finally, the

81        OPPENHEIMER TOTAL RETURN BOND FUND

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

Board considered that the Adviser, in its capacity as the Fund’s transfer agent, voluntarily waived and/or reimbursed the Fund for transfer agent fees in an amount equal to 0.015% of average annual net assets, and that effective January 1, 2018, after discussions with the Board, the Fund’s transfer agent fee rate was decreased.

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 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.

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 August 31, 2019. 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.

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PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES; UPDATES TO STATEMENT OF INVESTMENTS

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.

Householding—Delivery of Shareholder Documents

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

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

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DISTRIBUTION SOURCES Unaudited

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

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’.

Fund Name	Pay Date		Net Income		Net Profit from Sale		Other Capital Sources
Oppenheimer Total Return Bond Fund		12/31/18		93.5%		0.0%		6.5%

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TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/ Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal. Each of the Trustees in the chart below oversees 58 portfolios in the OppenheimerFunds complex.
Robert J. Malone, Chairman of the Board of Trustees (since 2016), Trustee (since 2002) Year of Birth: 1944	Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-January 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2016); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Director of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991) and Member (1984-1999) of Young Presidents Organization. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Andrew J. Donohue, Trustee (since 2017) Year of Birth: 1950	Director, Mutual Fund Directors Forum (since February 2018); Of Counsel, Shearman & Sterling LLP (since September 2017); Chief of Staff of the U.S. Securities and Exchange Commission (regulator) (June 2015-February 2017); Managing Director and Investment Company General Counsel of Goldman Sachs (investment bank) (November 2012-May 2015); Partner at Morgan Lewis & Bockius, LLP (law firm) (March 2011-October 2012); Director of the Division of Investment Management of U.S. Securities and Exchange Commission (regulator) (May 2006-November 2010); Global General Counsel of Merrill Lynch Investment Managers (investment firm) (May 2003-May 2006); General Counsel (October 1991-November 2001) and Executive Vice President (January 1993-November 2001) of OppenheimerFunds, Inc. (investment firm) (June 1991-November 2001). Mr. Donohue has served on the Boards of certain Oppenheimer funds since 2017, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Richard F. Grabish, Trustee (since 2008) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

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TRUSTEES AND OFFICERS Unaudited / Continued

Beverly L. Hamilton, Trustee (since 2002) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (2000-2014); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Director of the Board (1991-2016), Vice Chairman of the Board (2006-2009) and Chairman of the Board (2010-2013) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Victoria J. Herget, Trustee (since 2012) Year of Birth: 1951	Board Chair (2008-2015) and Director (2004-Present) of United Educators (insurance company); Trustee (since 2000) and Chair (2010-2017) of Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011 and July 2018-January 2019); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Karen L. Stuckey, Trustee (since 2012) Year of Birth: 1953	Member (since May 2015) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006); member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006), and Emeritus Trustee (since 2006) of Lehigh University; member, Women’s Investment Management Forum (professional organization) (since inception); and Trustee of Jennies School for Little Children (non-profit) (2011-2014). Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

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James D. Vaughn, Trustee (since 2012) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions in Denver and New York offices from 1969- 1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003- 2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
INTERESTED TRUSTEE AND OFFICER	Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman and director of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008. Mr. Steinmetz is an officer of 104 portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, Trustee (since 2015), President and Principal Executive Officer (since 2014) Year of Birth: 1958	Chairman of OppenheimerFunds, Inc. (since January 2015); CEO and Chairman of OFI Global Asset Management, Inc. (since July 2014), President of OFI Global Asset Management, Inc. (since May 2013), a Director of OFI Global Asset Management, Inc. (since January 2013), Director of OppenheimerFunds, Inc. (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (OppenheimerFunds, Inc.‘s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities (January 2013-December 2013); Executive Vice President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chief Investment Officer of OppenheimerFunds, Inc. (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of OppenheimerFunds, Inc. (April 2009-October 2010); Executive Vice President of OppenheimerFunds, Inc. (October 2009-December 2012); Director of Fixed Income of OppenheimerFunds, Inc. (January 2009-April 2009); and a Senior Vice President of OppenheimerFunds, Inc. (March 1993-September 2009).
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Messrs. Memani, Strzalkowski, Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
Krishna Memani, Vice President (since 2009) Year of Birth: 1960	President of the Sub-Adviser (since January 2013); Executive Vice President of the Manager (since January 2014) and Chief Investment Officer of the OppenheimerFunds advisory entities (since January 2014). Chief Investment Officer, Fixed Income of the Sub-Adviser (January 2013-December 2013); Head of the Investment Grade Fixed Income Team of the Sub-Adviser (March 2009-January 2014); Director of Fixed Income of the Sub-Adviser (October 2010-December 2012); Senior Vice President of the Sub-Adviser (March 2009-December 2012) and Senior Vice President of OFI Global Institutional, Inc. (April 2009-December 2012). Managing Director and Head of the U.S. and European Credit Analyst Team at Deutsche Bank Securities (June 2006-January 2009). Chief Credit Strategist at Credit Suisse Securities (August 2002-March 2006). Managing Director and Senior Portfolio Manager at Putnam Investments (September 1998-June 2002).

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TRUSTEES AND OFFICERS Unaudited / Continued

Peter A. Strzalkowski, Vice President (since 2009) Year of Birth: 1965	Senior Vice President of the Sub-Adviser (since January 2016); Senior Portfolio Manager of the Sub-Adviser (since August 2007); co-Team Leader for the Sub- Adviser’s Investment Grade Fixed Income Team (since January 2014); Vice President of the Sub-Adviser (August 2007-January 2016); a member of the Sub-Adviser’s Investment Grade Fixed Income Team (April 2009-January 2014). Managing Partner and Chief Investment Officer of Vector Capital Management, LLC, a structured products money management firm he founded, (July 2006-August 2007); Senior Portfolio Manager at Highland Capital Management, L.P. (June 2005-July 2006); Senior Fixed Income Portfolio Manager at Microsoft Corp. (June 2003-June 2005); Vice President and Senior Fixed Income Portfolio Manager at First Citizens Bank Trust, Capital Management Group (April 2000-June 2003); a Vice President and Fixed Income Portfolio Manager at Centura Banks (November 1998-April 2000).
Cynthia Lo Bessette, Secretary and Chief Legal Officer (since 2016) Year of Birth: 1969	Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC.
Jennifer Foxson, Vice President and Chief Business Officer (since 2014) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998).
Mary Ann Picciotto, Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014).
Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer (since 2016) Year of Birth: 1970	Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007).

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

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OPPENHEIMER TOTAL RETURN BOND FUND

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

^© 2019 OppenheimerFunds, Inc. All rights reserved.

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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.

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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.

• 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.
Visit Us oppenheimerfunds.com
Call Us 800 225 5677
Follow Us	Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2019 OppenheimerFunds Distributor, Inc. All rights reserved. RA0285.001.1218 February 22, 2019

Annual Report 12/31/18OppenheimerFunds The Right Way to Invest Oppenheimer Global Unconstrained Bond Fund Important Notice: The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling 1.800.225.5677.

Important Updates

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it has entered into an agreement whereby Invesco Ltd., a global investment management company, will acquire OppenheimerFunds, Inc. As of the date of this report, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change. See the Notes to Financial Statements for more information.

Update to Shareholder Report Document Delivery

Beginning January 1, 2021, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. Enrolling in electronic delivery will enable you to receive a direct link to your full shareholder report the moment it becomes available, and limit the amount of mail you receive. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option.

How do you update your delivery preferences?

If you own these shares through a financial intermediary, you may contact your financial intermediary.

If your accounts are held through OppenheimerFunds and you receive statements, confirms, and other documents directly from us, you can enroll in our eDocs Direct^SM service at oppenheimerfunds.com or by calling us. Once you’re enrolled, you’ll begin to receive email notifications of updated documents when they become available. If you have any questions, feel free to call us at 1.800.225.5677.

Table of Contents

Fund Performance Discussion	4
Top Holdings and Allocations	6
Fund Expenses	10
Statement of Investments	12
Statement of Assets and Liabilities	19
Statement of Operations	21
Statement of Changes in Net Assets	23
Financial Highlights	24
Notes to Financial Statements	27
Report of Independent Registered Public Accounting Firm	51
Federal Income Tax Information	52
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements	53
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments	56
Trustees and Officers	57
Privacy Notice	62

Class A Shares

CUMULATIVE TOTAL RETURNS AT 12/31/18

	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	Bloomberg Barclays   Global Aggregate Bond Index (Hedged)
Since Inception (1/26/18)	-4.73%	-9.25%	2.33%

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 4.75% 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.

3      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

Fund Performance Discussion

Since the Fund’s inception on January 26, 2018 through December 31, 2018, its Class A shares (without sales charge) produced a cumulative total return of -4.73%. In comparison, the Bloomberg Barclays Global Aggregate Bond Index (Hedged) returned 2.33%. The Fund’s investment in foreign currencies was a detractor to performance over the reporting period. Exposure to developed markets, namely European corporate debt was also a detractor. The Fund’s investment in U.S. investment grade corporate credit and mortgages were positive contributors to total return.

We ended 2018 with increased financial market volatility, as tighter U.S. financial conditions combined with trade concerns negatively impacted the U.S. equity market. Expectations throughout the year shifted from expecting synchronized global growth to slowing global growth with materially tighter financial conditions. During the period of heightened financial market

volatility, however, emerging market assets did better as their correction had occurred earlier, particularly in the second and third quarters. As a result, emerging market relative performance in the fourth quarter was better than its developed market counterparts.

From an asset valuation perspective, emerging market assets are still undervalued versus

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

4      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

developed market assets as of the end of the reporting period. Emerging market local bonds offer real yields that are at or close to 15-year highs when compared to developed market real yields. Similarly, emerging market currency levels remain attractive, in our view. In credit, we believe that European financial subordinated debt offers value as do both emerging market hard currency sovereign debt and corporate debt. On the expensive side of the spectrum are core European rates, in our view.

INVESTMENT PHILOSOPHY AND PROCESS

We believe that investing across various fixed income sectors in both U.S. and international markets has the potential to generate high income and capital appreciation with less risk than investing in one individual sector. The

Fund seeks to be an “all weather” product that is designed to identify and seek to exploit multiple dimensions of currency, interest rate and credit market regimes, rather than focusing on one broad approach. We believe this approach can provide the flexibility to adjust to an ever-changing market landscape and a rising interest rate environment.

Opportunities to extract risk premia from markets or sectors develop due to innovation or market dislocation. We believe committing capital at opportune moments can allow the Fund to extract substantial risk premia. In our view, a consistent macro framework with a medium-term investment horizon and a risk allocation process is key to delivering attractive risk-adjusted returns. This is the process we seek to implement in managing the Fund.

	Hemant Baijal Portfolio Manager

5      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

Top Holdings and Allocations

PORTFOLIO ALLOCATION
Investment Companies
Eaton Vance Senior Floating-Rate Trust	1.0	%
iShares JP Morgan USD Emerging Markets Bond Exchange Traded Fund	11.5
Oppenheimer Institutional Government Money Market Fund	7.2
Oppenheimer Limited-Term Bond Fund	31.0
Oppenheimer Senior Floating Rate Fund	7.0
Non-Convertible Corporate Bonds and Notes	27.2
Foreign Government Obligations	11.9
Short-Term Notes	2.2
Mortgage-Backed Obligations Non-Agency	0.7
Over-the-Counter Interest Rate Swaptions Purchased	0.2
Over-the-Counter Options Purchased	0.1

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on the total market value of investments.

TOP TEN HOLDINGS
Oppenheimer Limited-Term Bond Fund, Cl. I	31.5	%
REC Ltd., 8.36% Sr. Unsec. Nts., 9/22/20	12.1
iShares JP Morgan USD Emerging Markets Bond Exchange Traded Fund	11.7
Oppenheimer Institutional Government Money Market Fund, Cl. E	7.4
Oppenheimer Senior Floating Rate Fund, Cl. I	7.1
Federative Republic of Brazil, 10.00% Unsec. Nts., 1/1/25	5.0
United Mexican States, Series M, 5.75% Bonds, 3/5/26	3.8
Banco Bilbao Vizcaya Argentaria SA, 8.875% [EUSA5+917.7] Jr. Sub. Perpetual Bonds	2.6
Banco Santander SA, 6.75% [EUSA5+680.3] Jr. Sub. Perpetual Bonds	2.4
Intesa Sanpaolo SpA, 7.00% [EUSA5+688.4] Jr. Sub. Perpetual Bonds	2.4

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on net assets.

6      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

TOP TEN GEOGRAPHICAL HOLDINGS

United States	58.4	%
India	11.8
Spain	7.3
Brazil	5.0
Mexico	3.8
Italy	2.4
South Africa	2.2
Switzerland	2.1
France	2.0
Egypt	1.4

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on total market value of investments.

For more current Fund holdings, please visit oppenheimerfunds.com.

7      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

Share Class Performance

CUMULATIVE TOTAL RETURNS WITHOUT SALES CHARGE AS OF 12/31/18

	Inception Date		Since                          Inception
Class A (OGUAX)		1/26/18		-4.73	%
Class I (OGUIX)		1/26/18		-4.52
Class Y (OGUYX)		1/26/18		-4.53

CUMULATIVE TOTAL RETURNS WITH SALES CHARGE AS OF 12/31/18

	Inception Date		Since                          Inception
Class A (OGUAX)		1/26/18		-9.25	%
Class I (OGUIX)		1/26/18		-4.52
Class Y (OGUYX)		1/26/18		-4.53

STANDARDIZED YIELDS

For the 30 Days Ended 12/31/18

Class A	4.58	%
Class I	5.06
Class Y	4.96

UNSUBSIDIZED STANDARDIZED YIELDS

For the 30 Days Ended 12/31/18

Class A	-7.73	%
Class I	1.90
Class Y	-0.48

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 a 4.75% maximum applicable sales charge for Class A shares, except where “without sales charge” is indicated. There is no sales charge for Class I 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.

Standardized yield is based on an SEC-standardized formula designed to approximate the Fund’s annualized hypothetical current income from securities less expenses for the 30-day period ended December 31, 2018 and that date’s maximum offering price (for Class A shares) or net asset value (for all other share classes). Each result is compounded semiannually and then annualized. Falling share prices will tend to artificially raise yields. The unsubsidized standardized yield is computed under an SEC-standardized formula based on net income earned for the 30-day period ended December 31, 2018. The calculation excludes any expense reimbursements and thus may result in a lower yield.

The Fund’s performance is compared to the performance of the Bloomberg Barclays Global Aggregate Bond Index (Hedged). The Bloomberg Barclays Global Aggregate Bond Index (Hedged) provides a broad-based measure of global investment grade fixed-rate debt markets.

8      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

The Index comprises several other Barclays indexes that measure fixed income performance of regions around the world while hedging the currency back to the US dollar. 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 views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio managers and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

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

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

9      OPPENHEIMER GLOBAL UNCONSTRAINED BOND 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 for Actual Expenses are based on an investment of $1,000.00 invested at the beginning of the period, January 26, 2018 (commencement of operations) and held for the period ended December 31, 2018.

The Hypothetical Examples for Comparison Purposes are based on an investment of $1,000.00 invested on July 1, 2018 and held for the entire 6-month period ended December 31, 2018.

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

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

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

10      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

	Beginning		Ending		Expenses
	Account		Account		Paid During
	Value		Value		6 Months Ended
Actual	July 1, 2018		December 31, 2018		December 31, 20181,2
Class A	$	1,000.00	$	1,006.50	$	4.87
Class I		1,000.00		1,006.60		3.85
Class Y		1,000.00		1,007.20		4.16
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,020.37		4.90
Class I		1,000.00		1,021.37		3.88
Class Y		1,000.00		1,021.07		4.19

1. Actual expenses paid are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 340/365 to reflect the period from January 26, 2018 (commencement of operations) to December 31, 2018.

2. Hypothetical expenses paid 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, for the period January 26, 2018 (commencement of operations) to December 31, 2018 are as follows:

Class	Expense Ratios
Class A		0.96	%
Class I		0.76
Class Y		0.82

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

11      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF INVESTMENTS December 31, 2018

		Principal Amount		Value
Mortgage-Backed Obligations—0.7%
Connecticut Avenue Securities:
Series 2014-C02, Cl. 1M2, 5.106% [US0001M+260], 5/25/241		$	20,000	$	20,970
Series 2014-C03, Cl. 1M2, 5.506% [US0001M+300], 7/25/241			39,388		41,448
Series 2014-C03, Cl. 2M2, 5.406% [US0001M+290], 7/25/241			7,843		8,207
Total Mortgage-Backed Obligations (Cost $70,389)					70,625
Foreign Government Obligations—12.1%
Brazil—5.0%
Federative Republic of Brazil, 10.00% Unsec. Nts., 1/1/25	BRL		1,800,000		484,433
Greece—1.1%
Hellenic Republic, 4.00% Bonds, 1/30/372	EUR		100,000		101,097
Mexico—3.8%
United Mexican States, Series M, 5.75% Bonds, 3/5/26	MXN		8,500,000		365,796
South Africa—2.2%
Republic of South Africa, Series 2037, 8.50% Bonds, 1/31/37	ZAR		3,500,000		216,439
Total Foreign Government Obligations (Cost $1,249,645)					1,167,765
Corporate Bonds and Notes—27.7%
Financials—27.7%
Capital Markets—2.1%
Credit Suisse Group AG, 7.50% [USSW5+459.8] Jr. Sub. Perpetual Bonds1,2,3			200,000		203,900
Commercial Banks—13.5%
Banco Bilbao Vizcaya Argentaria SA, 8.875% [EUSA5+917.7] Jr. Sub. Perpetual Bonds1,2,3	EUR		200,000		248,887
Banco Santander SA, 6.75% [EUSA5+680.3] Jr. Sub.
Perpetual Bonds1,2,3	EUR		200,000		233,590
CaixaBank SA, 6.75% [EUSA5+649.8] Jr. Sub. Perpetual Bonds1,2,3	EUR		200,000		232,205
Dresdner Funding Trust I, 8.151% Jr. Sub. Nts., 6/30/314			100,000		121,240
Intesa Sanpaolo SpA, 7.00% [EUSA5+688.4] Jr. Sub. Perpetual Bonds1,2,3	EUR		200,000		232,466
Societe Generale SA, 7.375% [USSW5+623.8] Jr. Sub. Perpetual Bonds1,3,4			200,000		195,250
Standard Chartered plc, 7.014% [US0003M+146] Jr. Sub. Perpetual Bonds1,3,4			40,000		40,100
					1,303,738
Diversified Financial Services—12.1%
REC Ltd., 8.36% Sr. Unsec. Nts., 9/22/20	INR		80,000,000		1,159,608
Total Corporate Bonds and Notes (Cost $2,826,039)					2,667,246

12      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

		Principal Amount		Value
Short-Term Notes—2.2%
Arab Republic of Egypt Treasury Bills, 18.954%, 3/19/195	EGP		2,500,000	$	134,683
Argentine Republic Treasury Bills, -13.528%, 4/30/195	ARS		2,700,000		80,012
Total Short-Term Notes (Cost $211,309)					214,695

Notional

Counter-

Exercise

Expiration

Amount

Contracts

party

Price

Date

(000’s)

(000’s)

Over-the-Counter Options Purchased—0.1%

BRL

BRL Currency Call6

JPM

BRL

3.200

4/25/19BRL

482,560

2,560

650

BRL

BRL Currency Call6

GSCO-OT

BRL

3.200

4/25/19

BRL 1,600

1,600

406

BRL

BRL Currency Call6

JPM

BRL

3.150

5/24/19

BRL 10

10

208

MXN

MXN Currency Call6

JPM

MXN

19.900

11/26/19

MXN 3,984,229

4,229

6,899

Total Over-the-Counter Options Purchased (Cost $21,975)

8,163

Pay/Receive

Notional

Counter

Floating

Floating

Fixed

Expiration

Amount

-party

Rate

Rate

Rate

Date

(000’s)

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

Interest Rate Floor maturing 11/8/22 Call6

JPM

Receive

MAX [ ((0.656% minus 1y)) * 10 * notional ,0] EUR EURIBOR

0.656%

11/8/22

EUR 100

5,520

Interest Rate Swap maturing 11/7/2023 Put6

JPM

Receive

Six-Month EUR- EURIBOR

2.500

11/7/23

EUR 433

17,612

Total Over-the-Counter Interest Rate Swaptions Purchased (Cost $27,131)

23,132

	Shares
Investment Companies—58.7%
Eaton Vance Senior Floating-Rate Trust	7,700	96,635
iShares JP Morgan USD Emerging Markets Bond Exchange Traded Fund	10,870	1,129,502
Oppenheimer Institutional Government Money Market Fund, Cl. E, 2.35%7,8	710,379	710,379
Oppenheimer Limited-Term Bond Fund, Cl. I7	684,182	3,044,609

13      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Investment Companies (Continued)
Oppenheimer Senior Floating Rate Fund, Cl. I7		89,245	$	685,404
Total Investment Companies (Cost $5,759,278)				5,666,529
Total Investments, at Value (Cost $10,165,766)		101.7%		9,818,155
Net Other Assets (Liabilities)		(1.7)		(168,709	)
Net Assets		100.0%	$	9,649,446

Footnotes to Statement of Investments

1. Represents the current interest rate for a variable or increasing rate security, determined as [Referenced Rate + Basis-point spread].

2. Represents securities sold under Regulation S, which are exempt from registration under the Securities Act of 1933, as amended. These securities may not be offered or sold in the United States without and exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. These securities amount to $1,252,145 or 12.98% of the Fund’s net assets at period end.

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

4. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $356,590 or 3.70% of the Fund’s net assets at period end.

5. Zero coupon bond reflects effective yield on the original acquisition date.

6. Non-income producing security.

7. 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 January 26, 2018 (Commencement of Operations)		Gross         Additions		Gross         Reductions		Shares         December 31, 2018
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E		—		19,958,689		19,248,310		710,379
Oppenheimer Limited-Term Bond Fund, Cl. I		—		1,215,647		531,465		684,182
Oppenheimer Senior Floating Rate Fund, Cl. I		—		150,895		61,650		89,245
Oppenheimer Ultra-Short Duration Fund, Cl. Y		—		735,454		735,454		—
	Value		Income		Realized Gain (Loss)		Change in Unrealized Gain (Loss)
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E	$	710,379	$	8,419	$	—	$	—
Oppenheimer Limited-Term Bond Fund, Cl. I		3,044,609		75,771		(18,613)		(15,585)

14      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

Footnotes to Statement of Investments (Continued)

	Value		Income		Realized       Gain (Loss)			Change in Unrealized Gain (Loss)
Oppenheimer Senior Floating Rate Fund, Cl. I	$	685,404	$	3,909	$	617		$	(17,780	)
Oppenheimer Ultra-Short Duration Fund, Cl. Y		—		10,906		(4,848	)		—
Total	$	4,440,392	$	99,005	$	(22,844	)	$	(33,365)

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

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

Geographic Holdings (Unaudited)	Value		Percent
United States	$	5,737,154		58.4%
India		1,159,608		11.8
Spain		714,682		7.3
Brazil		485,698		5.0
Mexico		372,695		3.8
Italy		232,466		2.4
South Africa		216,439		2.2
Switzerland		203,900		2.1
France		195,250		2.0
Egypt		134,683		1.4
Germany		121,240		1.2
Greece		101,097		1.0
Argentina		80,012		0.8
United Kingdom		40,100		0.4
Eurozone		23,131		0.2
Total	$	9,818,155		100.0%

Forward Currency Exchange Contracts as of December 31, 2018
Counter -party	Settlement Month(s)		Currency Purchased (000’s)			Currency Sold (000’s)		Unrealized   Appreciation		Unrealized   Depreciation
BAC		03/2019	PLN	720	USD		191	$	1,686	$	—
BAC		03/2019	USD	221	ZAR		3,160		3,050		—
BOA		02/2019	CAD	130	USD		99		—		3,890
BOA		02/2019	EUR	370	USD		435		—		9,184
BOA		03/2019	IDR	1,390,000	USD		94		1,474		—
BOA		03/2019	INR	13,400	USD		183		7,962		—
BOA		02/2019	USD	1,827	EUR		1,583		6,574		—
BOA		03/2019	USD	1,134	INR		83,000		—		49,315
CITNA-B		02/2019	AUD	130	USD		95		—		3,018
CITNA-B		02/2019	EUR	440	USD		504		2,368		—
CITNA-B		01/2019	SEK	2,242	USD		250		3,485		—
CITNA-B		02/2019	USD	339	EUR		290		5,596		—
CITNA-B		02/2019	USD	223	JPY		25,000		—		6,137
CITNA-B		01/2019	USD	384	MXN		7,800		—		11,963
DEU		02/2019	EUR	885	USD		1,039		—		21,039
DEU		02/2019	GBP	110	USD		146		—		5,573

15      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF INVESTMENTS Continued

Forward Currency Exchange Contracts (Continued)
Counter -party	Settlement Month(s)		Currency Purchased (000’s)		Currency Sold (000’s)			Unrealized Appreciation		Unrealized Depreciation
DEU		02/2019	JPY	36,000		USD	321	$	8,701	$	—
DEU		02/2019	USD	817		EUR	695		17,696		—
DEU		02/2019	USD	141		GBP	110		637		—
DEU		02/2019	USD	98		JPY	11,000		—		2,403
GSCO-OT		02/2019 - 04/2019	BRL	1,343		USD	375		—		30,847
GSCO-OT		02/2019	EUR	590		USD	680		—		1,309
GSCO-OT		02/2019	USD	225		BRL	805		18,174		—
GSCO-OT		02/2019	USD	101		CAD	130		5,548		—
JPM		01/2019 - 02/2019	BRL	4,692		USD	1,235		—		25,338
JPM		03/2019	CLP	65,000		USD	95		—		1,714
JPM		03/2019	RUB	13,050		USD	195		—		9,297
JPM		01/2019 - 08/2019	USD	1,715		BRL	6,545		45,658		12,653
JPM		02/2019	USD	1,109		EUR	950		16,869		18
Total Unrealized Appreciation and Depreciation								$	145,478	$	193,698

Over-the-Counter Options Written at December 31, 2018
Description	Counter -party		Exercise Price		Expiration Date		Number of Contracts (000’s)			Notional Amount (000’s)		Premiums Received		Value
				IDR				IDR
IDR Currency Put		GSCO-OT		15000.000		7/10/19		(5,250,000	)		IDR 3,005,250,000	$	12,775	$	(5,250	)
				MXN				MXN
MXN Currency Put		JPM		24.000		11/26/19		(5,100	)		MXN 4,805,100		6,231		(3,809	)
				SEK				SEK
SEK Currency Put		CITNA-B		9.067		1/23/19		(3,627	)		SEK 3,627		5,600		(660	)
Total Over-the-Counter Options Written												$	24,606	$	(9,719	)

Over-the-Counter Credit Default Swaps at December 31, 2018

Reference Asset

Counter- party

Buy/Sell Protection

Fixed Rate

Maturity Date

Notional Amount (000’s)

Premiums Received/ (Paid)

Value

Unrealized Appreciation/ (Depreciation)

Hellenic Republic

BAC

Sell

1.000

%

6/20/25

USD    1,000

$    166,370

$    (192,607)

$         (26,237)

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

Type of Reference Asset on which the Fund Sold Protection	Total Maximum Potential Payments for Selling Credit Protection (Undiscounted)		Amount Recoverable*		Reference Asset Rating Range**
Non-Investment Grade
Sovereign Debt	$	1,000,000	$	—	B+
Total USD	$	1,000,000	$	—

* The Fund has no amounts recoverable from related purchased protection. In addition, the Fund has no recourse

16      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

provisions under the credit derivatives and holds no collateral which can offset or reduce potential payments under a triggering event.

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

Centrally Cleared Interest Rate Swaps at December 31, 2018
Counter- party	Pay/Receive Floating Rate		Floating Rate		Fixed Rate		Maturity Date		Notional Amount (000’s)		Premiums Received / (Paid)		Value			Unrealized  Appreciation/  (Depreciation)
BOA		Receive		EUR006M		0.957%		4/11/28		EUR 2,000	$	—	$	(63,062	)	$	(63,062	)
GSCOI		Pay		BZDI		11.440		1/2/25		BRL 2,000		—		41,205			41,205
				MXN TIIE
GSCOI		Pay		BANXICO		8.855		11/8/23		MXN 14,000		—		7,712			7,712
				Three-Month USD
GSCOI		Receive		BBA LIBOR		3.143		11/15/23		USD 600		—		(15,897	)		(15,897	)
Total Centrally Cleared Interest Rate Swaps											$	—	$	(30,042)		$	(30,042	)

Over-the-Counter Interest Rate Swaptions Written at December 31, 2018

Description

Counter- party

Pay/ Receive Floating Rate

Floating Rate

Fixed Rate

Expiration Date

Notional Amount (000’s)

Premiums Received

Value

Interest Rate Swap maturing 11/10/31 Put

JPM

Pay

Six-Month EUR- EURIBOR

2.750

%

11/8/21

EUR

2,200

$

18,422

$

(11,554)

Interest Rate Floor maturing 11/9/22 Call

JPM

Receive

3 month, MAX[ (0.306% minus EUR EURIBOR) * 10 * Notional ,0]

0.306

11/9/22

EUR

100

2,523

(4,292)

Interest Rate Floor maturing 11/9/22 Call

JPM

Receive

3 month, MAX[( -0.034% minus EUR EURIBOR) * 10 * Notional ,0]

0.034

11/9/22

EUR

100

1,376

(2,375)

Total Over-the-Counter Interest Rate Swaptions Written

$

22,321

$

(18,221)

Glossary:
Counterparty Abbreviations
BAC	Barclays Bank plc
BOA	Bank of America NA
CITNA-B	Citibank NA
DEU	Deutsche Bank AG
GSCOI	Goldman Sachs International
GSCO-OT	Goldman Sachs Bank USA

17      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF INVESTMENTS Continued

Counterparty Abbreviations (Continued)

JPM JPMorgan Chase Bank NA

Currency abbreviations indicate amounts reporting in currencies
ARS	Argentine Peso
AUD	Australian Dollar
BRL	Brazilian Real
CAD	Canadian Dollar
CLP	Chilean Peso
EGP	Egyptian Pounds
EUR	Euro
GBP	British Pound Sterling
IDR	Indonesian Rupiah
INR	Indian Rupee
JPY	Japanese Yen
MXN	Mexican Nuevo Peso
PLN	Polish Zloty
RUB	Russian Ruble
SEK	Swedish Krona
ZAR	South African Rand
Definitions
BANXICO	Banco de Mexico
BBA LIBOR	British Bankers’ Association London - Interbank Offered Rate
BZDI	Brazil Interbank Deposit Rate
EUR006M	EURIBOR 6 Month ACT/360
EURIBOR	Euro Interbank Offered Rate
EUSA5	EUR Swap Annual 5 Year
ICE LIBOR	Intercontinental Exchange London Interbank Offered Rate
TIIE	Interbank Equilibrium Interest Rate
US0001M	ICE LIBOR USD 1 Month
US0003M	ICE LIBOR USD 3 Month
USSW5	USD Swap Semi 30/360 5 Year

See accompanying Notes to Financial Statements.

18      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF ASSETS AND LIABILITIES December 31, 2018

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $5,692,009)	$	5,377,763
Affiliated companies (cost $4,473,757)		4,440,392
		9,818,155
Cash		12,441
Cash—foreign currencies (cost $11,717)		9,672
Cash used for collateral on centrally cleared swaps		127,262
Unrealized appreciation on forward currency exchange contracts		145,478
Centrally cleared swaps, at value		48,917
Receivables and other assets:
Interest and dividends		85,449
Investments sold		18,401
Other		32,651
Total assets		10,298,426
Liabilities
Unrealized depreciation on forward currency exchange contracts		193,698
Options written, at value (premiums received $24,606)		9,719
Swaps, at value (premiums received $166,370)		192,607
Centrally cleared swaps, at value		78,959
Swaptions written, at value (premiums received $22,321)		18,221
Payables and other liabilities:
Dividends		63,725
Investments purchased		33,528
Trustees’ compensation		2,975
Shareholder communications		2,102
Distribution and service plan fees		26
Other		53,420
Total liabilities		648,980
Net Assets	$	9,649,446
Composition of Net Assets
Par value of shares of beneficial interest	$	1,057
Additional paid-in capital		10,385,866
Total accumulated loss		(737,477	)
Net Assets	$	9,649,446

19      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF ASSETS AND LIABILITIES Continued

Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $122,746 and 13,447 shares of beneficial interest outstanding)	$9.13
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$9.58
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $9,371,518 and 1,026,553 shares of beneficial interest outstanding)	$9.13
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $155,182 and 17,002 shares of beneficial interest outstanding)	$9.13

See accompanying Notes to Financial Statements.

20      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT

OF OPERATIONS For the Period Ended December 31, 2018¹

Investment Income
Interest (net of foreign withholding taxes of $8,764)	$	368,908
Dividends:
Unaffiliated companies		60,036
Affiliated companies		99,005
Total investment income		527,949
Expenses
Management fees		54,956
Distribution and service plan fees — Class A		191
Transfer and shareholder servicing agent fees:
Class A		155
Class I		2,687
Class Y		188
Shareholder communications:
Class A		7,522
Class I		200
Class Y		1,987
Custodian fees and expenses		60,292
Legal, auditing and other professional fees		47,013
Registration fees		10,066
Trustees’ compensation		4,506
Borrowing fees		112
Other		9,655
Total expenses		199,530
Less waivers and reimbursements of expenses		(130,465	)
Net expenses		69,065
Net Investment Income		458,884

21      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

Realized and Unrealized Gain (Loss)
Net realized gain (loss) on:
Investment transactions in:
Unaffiliated companies(net of foreign capital gains tax of $2,779)	$	(653,527	)
Affiliated companies		(22,844	)
Option contracts written		(7,461	)
Futures contracts		(16,868	)
Foreign currency transactions		(682	)
Forward currency exchange contracts		223,498
Swap contracts		(54,144	)
Swaption contracts written		37,711
Net realized loss		(494,317	)
Net change in unrealized appreciation/(depreciation) on:
Investment transactions in:
Unaffiliated companies		(314,248	)
Affiliated companies		(33,365	)
Translation of assets and liabilities denominated in foreign currencies		(2,014	)
Forward currency exchange contracts		(48,220	)
Option contracts written		14,887
Swap contracts		(56,279	)
Swaption contracts written		4,100
Net change in unrealized appreciation/(depreciation)		(435,139	)
Net Decrease in Net Assets Resulting from Operations	$	(470,572)

1. For the period from January 26, 2018 (commencement of operations) to December 31, 2018.

See accompanying Notes to Financial Statements.

22      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

STATEMENT OF CHANGES IN NET ASSETS

	Period Ended         December 31, 20181
Operations
Net investment income	$	458,884
Net realized loss		(494,317	)
Net change in unrealized appreciation/(depreciation)		(435,139	)
Net decrease in net assets resulting from operations		(470,572	)
Dividends and/or Distributions to Shareholders
Dividends and distributions declared:
Class A		(2,658	)
Class I		(260,926	)
Class Y		(3,345	)
Total dividends and distributions declared		(266,929	)
Tax return of capital distribution:
Class A		(1,742	)
Class I		(171,031	)
Class Y		(2,193	)
Total return of capital distribution		(174,966	)
Beneficial Interest Transactions
Net increase in net assets resulting from beneficial interest transactions:
Class A		130,669
Class I		10,264,351
Class Y		166,863
Total beneficial interest transactions		10,561,883
Net Assets
Total increase		9,649,416
Beginning of period		302
End of period	$	9,649,446

1. For the period from January 26, 2018 (commencement of operations) to December 31, 2018.

2. Reflects the value of the Manager’s seed money invested on January 8, 2018.

See accompanying Notes to Financial Statements.

23      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

FINANCIAL HIGHLIGHTS

Class A	Period Ended December 31, 20181
Per Share Operating Data
Net asset value, beginning of period		$10.00
Income (loss) from investment operations:
Net investment income2		0.41
Net realized and unrealized loss		(0.88)
Total from investment operations		(0.47)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.24)
Tax return of capital distribution		(0.16)
Total dividends and/or distributions to shareholders		(0.40)
Net asset value, end of period		$9.13
Total Return, at Net Asset Value3		(4.73)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$123
Average net assets (in thousands)		$98
Ratios to average net assets:4
Net investment income		4.77%
Expenses excluding specific expenses listed below		10.86%
Interest and fees from borrowings		0.00%5
Total expenses6		10.86%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.00%
Portfolio turnover rate		227%

1. For the period from January 26, 2018 (commencement of operations) to December 31, 2018.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

Period Ended December 31, 2018 10.97 % 

See accompanying Notes to Financial Statements.

24      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

Class I	Period Ended December 31, 20181
Per Share Operating Data
Net asset value, beginning of period		$10.00
Income (loss) from investment operations:
Net investment income2		0.44
Net realized and unrealized loss		(0.89)
Total from investment operations		(0.45)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.25)
Tax return of capital distribution		(0.17)
Total dividends and/or distributions to shareholders		(0.42)
Net asset value, end of period		$9.13
Total Return, at Net Asset Value3		(4.52)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$9,371
Average net assets (in thousands)		$9,614
Ratios to average net assets:4
Net investment income		5.01%
Expenses excluding specific expenses listed below		2.06%
Interest and fees from borrowings		0.00%5
Total expenses6		2.06%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.75%
Portfolio turnover rate		227%

1. For the period from January 26, 2018 (commencement of operations) to December 31, 2018.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

Period Ended December 31, 2018 2.17 % 

See accompanying Notes to Financial Statements.

25      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

FINANCIAL HIGHLIGHTS Continued

Class Y	Period Ended December 31, 20181
Per Share Operating Data
Net asset value, beginning of period		$10.00
Income (loss) from investment operations:
Net investment income2		0.43
Net realized and unrealized loss		(0.88)
Total from investment operations		(0.45)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.25)
Tax return of capital distribution		(0.17)
Total dividends and/or distributions to shareholders		(0.42)
Net asset value, end of period		$9.13
Total Return, at Net Asset Value3		(4.53)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$155
Average net assets (in thousands)		$119
Ratios to average net assets:4
Net investment income		4.92%
Expenses excluding specific expenses listed below		4.27%
Interest and fees from borrowings		0.00%5
Total expenses6		4.27%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.85%
Portfolio turnover rate		227%

1. For the period from January 26, 2018 (commencement of operations) to December 31, 2018.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

Period Ended December 31, 2018 4.38 % 

See accompanying Notes to Financial Statements.

26      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS December 31, 2018

1. Organization

Oppenheimer Global Unconstrained Bond Fund (the “Fund”), a series of Oppenheimer Integrity Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. The Fund commenced operations on January 26, 2018.

    The Fund offers Class A, Class I 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 I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a contingent deferred sales charge (“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 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 and unrealized gains or losses on such securities are recorded net of foreign withholding tax.

    Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on

27      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

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 monthly. Capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Manager.

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

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

Indemnifications. The Fund’s organizational documents provide current and former Trustees and officers with a limited indemnification against liabilities arising in connection with the

28      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

2. Significant Accounting Policies (Continued)

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, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended December 31, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

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

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2,3		Net Unrealized Depreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$—		$—		$283,854		$450,648

1. At period end, the Fund had $177,865 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions.

2. The Fund had $105,989 of post-October foreign currency losses which were deferred.

3. During the reporting period, the Fund did not utilize any capital loss carryforward.

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

Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.

29      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Reduction to Paid-in Capital	Reduction to Accumulated Net Loss
$174,990		$174,990

The tax character of distributions paid during the reporting periods:

	Period Ended December 31, 2018
Distributions paid from:
Ordinary income	$	266,929
Return of capital		174,966
Total	$	441,895

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	$	10,274,285
Federal tax cost of other investments		(294,910)
Total federal tax cost	$	9,979,375
Gross unrealized appreciation	$	271,478
Gross unrealized depreciation		(722,126)
Net unrealized depreciation	$	(450,648)

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.

New Accounting Pronouncements. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager has evaluated the impacts of these changes on the financial statements and there are no material impacts.

During August 2018, the Securities and Exchange Commission (the “SEC”) issued Final Rule Release No. 33-10532 (the “Rule”), Disclosure Update and Simplification. The rule amends certain financial statement disclosure requirements to conform to U.S. GAAP. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) remove the requirement to separately state the book basis components of net assets: undistributed (over-distribution of)

30      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

2. Significant Accounting Policies (Continued)

net investment income (“UNII”), accumulated undistributed net realized gains (losses), and net unrealized appreciation (depreciation) at the balance sheet date. Instead, consistent with U.S. GAAP, funds will be required to disclose total distributable earnings. The amendments to Rule 6-09 of Regulation S-X (statement of changes in net assets) remove the requirement to separately state the sources of distributions paid. Instead, consistent with U.S. GAAP, funds will be required to disclose the total amount of distributions paid, except that any tax return of capital must be separately disclosed. The amendments also remove the requirement to parenthetically state the book basis amount of UNII on the statement of changes in net assets. The requirements of the Rule are effective November 5, 2018, and the Funds’ Statement of Assets and Liabilities and Statement of Changes in Net Assets for the current reporting period have been modified accordingly. In addition, certain amounts within each Fund’s Statement of Changes in Net Assets for the prior fiscal period have been modified to conform to the Rule.

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” or “NYSE”) 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:

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

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, short-term notes, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the bid and asked prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices. Pricing services generally price debt securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, sometimes at lower prices than institutional round lot trades. Standard inputs generally considered by third-party pricing vendors include reported

31      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors.

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

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

Securities for which market quotations are not readily available, or when a significant event has occurred that would materially affect the value of the security, are 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

32      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

3. Securities Valuation (Continued)

such as interest rates, prepayment speeds, credit risks, etc.)

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

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

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are 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:
Mortgage-Backed Obligations	$	—	$	70,625		$	—	$	70,625
Foreign Government Obligations		—		1,167,765			—		1,167,765
Corporate Bonds and Notes		—		2,667,246			—		2,667,246
Short-Term Notes		—		214,695			—		214,695
Over-the-Counter Options Purchased		—		8,163			—		8,163
Over-the-Counter Interest Rate
Swaptions Purchased		—		23,132			—		23,132
Investment Companies		5,666,529		—			—		5,666,529
Total Investments, at Value		5,666,529		4,151,626			—		9,818,155
Other Financial Instruments:
Centrally cleared swaps, at value		—		48,917			—		48,917
Forward currency exchange contracts		—		145,478			—		145,478
Total Assets	$	5,666,529	$	4,346,021		$	—	$	10,012,550
Liabilities Table
Other Financial Instruments:
Swaps, at value	$	—	$	(192,607	)	$	—	$	(192,607	)
Centrally cleared swaps, at value		—		(78,959	)		—		(78,959	)
Options written, at value		—		(9,719	)		—		(9,719	)
Forward currency exchange contracts		—		(193,698	)		—		(193,698	)
Swaptions written, at value		—		(18,221	)		—		(18,221	)
Total Liabilities	$	—	$	(493,204	)	$	—	$	(493,204	)

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.

For the reporting period, there were no transfers between levels.

33      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

4. Investments and Risks

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

Investments in Affiliated Funds. The Fund is permitted to invest in other mutual funds advised by the Manager (“Affiliated Funds”). Affiliated Funds are 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.

Significant Holdings. At period end, the Fund’s investment in Oppenheimer Limited-Term Bond Fund, accounted for 31.55% of the Fund’s net assets. Additional information on Oppenheimer Limited-Term Bond Fund, including the audited financials, can be found on the SEC website.

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

34      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

4. Investments and Risks (Continued)

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.

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

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 97% 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 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

35      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Market Risk Factors (Continued)

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

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

6. Use of Derivatives

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance swaps and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. These instruments may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost due to changes in the market risk factors and the overall market. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives. Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.

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

36      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

6. Use of Derivatives (Continued)

Forward Currency Exchange Contracts

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

Forward contracts are reported on a schedule following the Statement of Investments. The unrealized appreciation (depreciation) is reported in the Statement of Assets and Liabilities as a receivable (or payable) and in the Statement of Operations within the change in unrealized appreciation (depreciation). At contract close, the difference between the original cost of the contract and the value at the close date is recorded as a realized gain (loss) in the Statement of Operations.

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

During the reporting period, the Fund had daily average contract amounts on forward contracts to buy and sell of $4,473,076 and $7,306,722, respectively.

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

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts. Futures contracts and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

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

The Fund may purchase and/or sell financial futures contracts and options on futures

37      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

contracts to gain exposure to, or decrease exposure to interest rate risk, equity risk, foreign exchange rate risk, volatility risk, or commodity risk.

Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

At period end, the Fund had no futures contracts outstanding.

Option Activity

The Fund may buy and sell put and call options, or write put and call options. When an option is written, the Fund receives a premium and becomes obligated to sell or purchase the underlying security, currency or other underlying financial instrument at a fixed price, upon exercise of the option.

Options can be traded through an exchange or through a privately negotiated arrangement with a dealer in an OTC transaction. Options traded through an exchange are generally cleared through a clearinghouse (such as The Options Clearing Corporation). The difference between the premium received or paid, and market value of the option, is recorded as unrealized appreciation or depreciation. The net change in unrealized appreciation or depreciation is reported in the Statement of Operations. When an option is exercised, the cost of the security purchased or the proceeds of the security sale are adjusted by the amount of premium received or paid. Upon the expiration or closing of the option transaction, a gain or loss is reported in the Statement of Operations.

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

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

During the reporting period, the Fund had an ending monthly average market value of $9,892 and $5,367 on purchased call options and purchased put options, respectively.

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

The risk in writing a call option is the market price of the underlying security increasing above the strike price and the option being exercised. The Fund must then purchase the

38      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

6. Use of Derivatives (Continued)

underlying security at the higher market price and deliver it for the strike price or, if it owns the underlying security, deliver it at the strike price and forego any benefit from the increase in the price of the underlying security above the strike price. The risk in writing a put option is the market price of the underlying security decreasing below the strike price and the option being exercised. The Fund must then purchase the underlying security at the strike price when the market price of the underlying security is below the strike price. Alternatively, the Fund could also close out a written option position, in which case the risk is that the closing transaction will require a premium to be paid by the Fund that is greater than the premium the Fund received. When writing options, the Fund has the additional risk that there may be an illiquid market where the Fund is unable to close the contract. The risk in buying an option is that the Fund pays a premium for the option, and the option may be worth less than the premium paid or expire worthless.

During the reporting period, the Fund had an ending monthly average market value of $5,095 and $58,104 on written call options and written put options, respectively.

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

Swap Contracts

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

Swap contracts are reported on a schedule following the Statement of Investments. The values of centrally cleared swap and OTC swap contracts are aggregated by positive and negative values and disclosed separately on the Statement of Assets and Liabilities. The unrealized appreciation (depreciation) related to the change in the valuation of the notional amount of the swap is combined with the accrued interest due to (owed by) the Fund, if any, at termination or settlement. The net change in this amount during the period is included on the Statement of Operations. The Fund also records any periodic payments received from (paid to) the counterparty, including at termination, under such contracts as realized gain (loss) on the Statement of Operations.

Swap contract agreements are exposed to the market risk factor of the specific underlying reference rate or asset. Swap contracts are typically more attractively priced compared to similar investments in related cash securities because they isolate the risk to one market risk factor and eliminate the other market risk factors. Investments in cash securities (for instance bonds) have exposure to multiple risk factors (credit and interest rate risk). Because swaps have embedded leverage, they can expose the Fund to substantial risk in the isolated market risk factor.

Credit Default Swap Contracts. A credit default swap is a contract that enables an

39      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

investor to buy or sell protection against a defined-issuer credit event, such as the issuer’s failure to make timely payments of interest or principal on a debt security, bankruptcy or restructuring. The Fund may enter into credit default swaps either by buying or selling protection on a corporate issuer, sovereign issuer, or a basket or index of issuers (the “reference asset”).

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

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

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

The Fund may purchase or sell credit protection through credit default swaps to increase or decrease exposure to the credit risk of individual issuers and/or indexes of issuers that are either unavailable or considered to be less attractive in the bond market.

For the reporting period, the Fund had ending monthly average notional amounts of $269,231 and $307,692 on credit default swaps to buy protection and credit default swaps to sell protection, respectively.

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

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

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

For the reporting period, the Fund had ending monthly average notional amounts of $4,147,681 and $2,759,476 on interest rate swaps which pay a fixed rate and interest rate swaps which receive a fixed rate, respectively.

40      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

6. Use of Derivatives (Continued)

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

Swaption Transactions

The Fund may enter into a swaption contract which grants the purchaser the right, but not the obligation, to enter into a swap transaction at preset terms detailed in the underlying agreement within a specified period of time. The purchaser pays a premium to the swaption writer who bears the risk of unfavorable changes in the preset terms on the underlying swap.

Purchased swaptions are reported as a component of investments in the Statement of Investments and the Statement of Assets and Liabilities. Written swaptions are reported on a schedule following the Statement of Investments and their value is reported as a separate asset or liability line item in the Statement of Assets and Liabilities. The net change in unrealized appreciation or depreciation on written swaptions is separately reported in the Statement of Operations. When a swaption is exercised, the cost of the swap is adjusted by the amount of premium paid or received. Upon the expiration or closing of an unexercised swaption contract, a gain or loss is reported in the Statement of Operations for the amount of the premium paid or received.

The Fund generally will incur a greater risk when it writes a swaption than when it purchases a swaption. When the Fund writes a swaption it will become obligated, upon exercise of the swaption, according to the terms of the underlying agreement. Swaption contracts written by the Fund do not give rise to counterparty credit risk prior to exercise as they obligate the Fund, not its counterparty, to perform. When the Fund purchases a swaption it only risks losing the amount of the premium it paid if the swaption expires unexercised. However, when the Fund exercises a purchased swaption there is a risk that the counterparty will fail to perform or otherwise default on its obligations under the swaption contract.

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

The Fund may write swaptions which give it the obligation, if exercised by the purchaser, to enter into an interest rate swap in which it pays a fixed or floating interest rate and receives a floating or fixed interest rate in order to increase or

decrease exposure to interest rate risk. A written swaption paying a fixed rate becomes more valuable as the reference interest rate increases relative to the preset interest rate. A written swaption paying a floating rate becomes more valuable as the reference interest rate decreases relative to the preset interest rate.

The Fund may write swaptions which give it the obligation, if exercised by the purchaser, to sell or buy credit protection through credit default swaps in order to increase or decrease exposure to the credit risk of individual issuers and/or indexes of issuers. A written swaption selling protection becomes more valuable as the likelihood of a credit event on the reference asset decreases. A written swaption buying protection becomes more valuable as the

41      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

likelihood of a credit event on the reference asset increases.

During the reporting period, the Fund had an ending monthly average market value of $43,548 and $77,419 on purchased and written swaptions, respectively.

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

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

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

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

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

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

With respect to centrally cleared swaps, such transactions will be submitted for clearing, and if cleared, will be held in accounts at futures commission merchants or brokers that are

42      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

6. Use of Derivatives (Continued)

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

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

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

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

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

The following table presents by counterparty the Fund’s OTC derivative assets net of the related collateral pledged by the Fund at period end:

43      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

			Gross Amounts Not Offset in the Statement of
			Assets & Liabilities
	Gross Amounts
	Not Offset in		Financial			Financial
	the Statement		Instruments			Instruments
	of Assets &		Available for			Collateral		Cash Collateral
Counterparty	Liabilities*		Offset			Received**		Received**		Net Amount
Bank of America NA	$	16,010	$	(16,010	)	$	–	$	–	$	–
Barclays Bank plc		4,736		(4,736	)		–		–		–
Citibank NA		11,449		(11,449	)		–		–		–
Deutsche Bank AG		27,034		(27,034	)		–		–		–
Goldman Sachs Bank USA		24,128		(24,128	)		–		–		–
JPMorgan Chase Bank NA		93,416		(71,050	)		–		–		22,366
	$	176,773	$	(154,407	)	$	–	$	–	$	22,366

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

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

The following table presents by counterparty the Fund’s OTC derivative liabilities net of the related collateral pledged by the Fund at period end:

			Gross Amounts Not Offset in the Statement of Assets & Liabilities
Counterparty	Gross Amounts Not Offset in the Statement of Assets & Liabilities*		Financial Instruments Available for Offset		Financial     Instruments Collateral Pledged**		Cash Collateral Pledged**		Net Amount
Bank of America NA		$                 (62,389)	$	16,010	$	–	$	–	$	(46,379	)
Barclays Bank plc		(192,607)		4,736		–		–		(187,871	)
Citibank NA		(21,778)		11,449		–		–		(10,329	)
Deutsche Bank AG		(29,015)		27,034		–		–		(1,981	)
Goldman Sachs Bank USA		(37,406)		24,128		–		–		(13,278	)
JPMorgan Chase Bank NA		(71,050)		71,050		–		–		–
		$                (414,245)	$	154,407	$	–	$	–	$	(259,838)

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

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

The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities at period end:

44      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

6. Use of Derivatives (Continued)

	Asset Derivatives				Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value			Statement of Assets and Liabilities Location	Value
Credit contracts					Swaps, at value	$	192,607
Interest rate contracts	Centrally cleared swaps, at value	$	48,917		Centrally cleared swaps, at value		78,959
	Unrealized appreciation on				Unrealized depreciation on
Forward currency exchange contracts	forward currency exchange contracts		145,478		forward currency exchange contracts		193,698
Currency contracts					Options written, at value		9,719
Interest rate contracts					Swaptions written, at value		18,221
Currency contracts	Investments, at value		8,163	*
Interest rate contracts	Investments, at value		23,132	*
Total		$	225,690			$	493,204

*Amounts relate to purchased option contracts and purchased swaption contracts, if any.

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment transactions in unaffiliated companies*			Swaption contracts written		Option contracts written			Futures contracts
Credit contracts	$	—		$	6,825	$	—		$	—
Currency contracts		5,244			—		(3,898	)		—
Equity contracts		8,186			—		(3,563	)		—
Forward currency exchange contracts		—			—		—			—
Interest rate contracts		(103,564	)		30,886		—			(16,868	)
Total	$	(90,134	)	$	37,711	$	(7,461	)	$	(16,868	)
Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments				Forward currency exchange contracts		Swap contracts			Total
Credit contracts				$	—	$	(6,365	)	$	460
Currency contracts					—		—			1,346
Equity contracts					—		—			4,623
Forward currency exchange contracts					223,498		—			223,498
Interest rate contracts					—		(47,779	)		(137,325	)
Total				$	223,498	$	(54,144	)	$	92,602

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

45      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Investment transactions in unaffiliated companies*			Swaption contracts written		Option contracts written			Forward currency exchange contracts
Credit contracts	$	—		$	—	$	—		$	—
Currency contracts		(13,812	)		—		14,887			—
Forward currency exchange contracts		—			—		—			(48,220)
Interest rate contracts		(3,999	)		4,100		—			—
Total	$	(17,811	)	$	4,100	$	14,887		$	(48,220)
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments							Swap contracts			Total
Credit contracts						$	(26,237	)	$	(26,237	)
Currency contracts							—			1,075
Forward currency exchange contracts							—			(48,220	)
Interest rate contracts							(30,042	)		(29,941	)
Total						$	(56,279	)	$	(103,323	)

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

7. 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:

	Period Ended December 31, 20181,2
	Shares			Amount
Class A
Sold		18,013		$	173,398
Dividends and/or distributions reinvested		427			3,967
Redeemed		(4,994	)		(46,696)
Net increase		13,446		$	130,669
Class I
Sold		1,027,653		$	10,275,345
Dividends and/or distributions reinvested		—			—
Redeemed		(1,101	)		(10,994)
Net increase		1,026,552		$	10,264,351

46      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

7. Shares of Beneficial Interest (Continued)

	Period Ended December 31, 20181,2
	Shares			Amount
Class Y
Sold		16,675		$	163,852
Dividends and/or distributions reinvested		552			5,118
Redeemed		(226	)		(2,107	)
Net increase		17,001		$	166,863

1. For the period from January 26, 2018 (commencement of operations) to December 31, 2018.

2. The Fund sold one share of Class A, Class I, and Class Y, at a value of $10 to the Manager upon seeding the Fund on January 8, 2018. These amounts are not reflected in the table above.

8. Purchases and Sales of Securities

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

	Purchases		Sales
Investment securities		$28,191,019		$18,499,200
U.S. government and government agency obligations		$645,480		$655,248

9. Fees and Other Transactions with Affiliates

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

Fee Schedule
Up to $500 million	0.60	%
Next $500 million	0.55
Next $4 billion	0.50
Over $5 billion	0.48

The Fund’s effective management fee for the reporting period was 0.60% of average annual net assets before any applicable waivers.

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

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets, 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.

47      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

9. Fees and Other Transactions with Affiliates (Continued)

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

Offering and Organizational Costs. The Manager paid all initial offering and organizational costs associated with the registration and seeding of 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

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.

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

48      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

9. Fees and Other Transactions with Affiliates (Continued)

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.

Period Ended	Class A Front-End Sales Charges Retained by Distributor		Class A Contingent Deferred Sales Charges Retained by Distributor
December 31, 2018		$244		$—

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse expenses to limit the Fund’s “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses” (excluding any applicable dividend expense, taxes, interest and fees from borrowing, any subsidiary expenses, Acquired Fund Fees and Expenses, brokerage commissions, unusual and infrequent expenses, and certain other Fund expenses) so that, as percentages of average daily net assets, those expenses will not exceed the annual rate of 1.00% for Class A shares, 0.75% for Class I shares and 0.85% for Class Y shares.

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

Class A	$8,930
Class I	107,763
Class Y	3,673

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

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investments in Affiliated Funds. During the reporting period, the Manager waived fees and/or reimbursed the Fund $10,099 for these management fees.

10. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.95 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.

11. Pending Acquisition

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of the Sub-Adviser and the Manager, announced that it has entered into an agreement

49      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

NOTES TO FINANCIAL STATEMENTS Continued

11. Pending Acquisition (Continued)

whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser (the “Transaction”). In connection with the Transaction, on January 11, 2019, the Fund’s Board unanimously approved an Agreement and Plan of Reorganization (the “Agreement”), which provides for the transfer of the assets and liabilities of the Fund to a corresponding, newly formed fund (the “Acquiring Fund”) in the Invesco family of funds (the “Reorganization”) in exchange for shares of the corresponding Acquiring Fund of equal value to the value of the shares of the Fund as of the close of business on the closing date. Although the Acquiring Fund will be managed by Invesco Advisers, Inc., the Acquiring Fund will, as of the closing date, have the same investment objective and substantially similar principal investment strategies and risks as the Fund. After the Reorganization, Invesco Advisers, Inc. will be the investment adviser to the Acquiring Fund, and the Fund will be liquidated and dissolved under applicable law and terminate its registration under the Investment Company Act of 1940, as amended. The Reorganization is expected to be a tax-free reorganization for U.S. federal income tax purposes.

The Reorganization is subject to the approval of shareholders of the Fund. Shareholders of record of the Fund on January 14, 2019 will be entitled to vote on the Reorganization and will receive a combined prospectus and proxy statement describing the Reorganization, the shareholder meeting, and a discussion of the factors the Fund’s Board considered in approving the Agreement. The combined prospectus and proxy statement is expected to be distributed to shareholders of record on or about February 28, 2019. The anticipated date of the shareholder meeting is on or about April 12, 2019.

If shareholders approve the Agreement and certain other closing conditions are satisfied or waived, the Reorganization is expected to close during the second quarter of 2019, or as soon as practicable thereafter. This is subject to change.

50      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Oppenheimer Integrity Funds:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Oppenheimer Global Unconstrained Bond Fund (the “Fund”), a series of Oppenheimer Integrity Funds, including the statement of investments, as of December 31, 2018, the related statements of operations and changes in net assets for the period from January 26, 2018 (commencement of operations) to December 31, 2018 and the related notes (collectively, the “financial statements”) and the financial highlights for the period from January 26, 2018 (commencement of operations) to December 31, 2018. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, the results of its operations, the changes in its net assets and the financial highlights for the period from January 26, 2018 (commencement of operations) to December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian, brokers and the transfer agent, or by other appropriate auditing procedures. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audit provides a reasonable basis for our opinion.

KPMG LLP

We have not been able to determine the specific year that we began serving as the auditor of one or more Oppenheimer Funds investment companies, however we are aware that we have served as the auditor of one or more Oppenheimer Funds investment companies since at least 1969.

Denver, Colorado

February 22, 2019

51      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2019, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2018.

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 27.67% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $73,841 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2019, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $55,670 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

52      OPPENHEIMER GLOBAL UNCONSTRAINED BOND 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 Sub-Adviser’s portfolio manager and 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.

53      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

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

The Board also considered the quality of the services provided and the quality of the Managers’ resources that are available to the Fund. The Board took account of the fact that the Sub-Adviser has 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 their staff. In its evaluation of the quality of the portfolio management services provided, the Board considered the experience of Hemant Baijal, 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. The Managers provided information on the investment performance of the Fund, the Adviser and the Sub-Adviser including comparative performance information. The Board considered that the Fund launched on January 26, 2018, and therefore has less than one year of performance data. The Board noted that it would be prudent to allow the team more time to develop its performance record with the Fund.

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 noted that the Adviser, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail nontraditional bond funds with comparable asset levels and distribution features. The Board considered that the Fund’s contractual management fee was lower than its peer group median and category median and that its total expenses were lower than the peer group median and higher than the category median. The Board further considered that the Adviser has contractually agreed to waive fees and/or reimburse the Fund for certain of its expenses so that total annual fund operating expenses will not exceed 1.00% of average annual net assets for Class A Shares, 0.85% for Class Y shares, and 0.75% for Class I Shares. The Board also noted that the Adviser will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investments in funds managed by the Adviser or its affiliates. These fee waivers and/or expense reimbursements may not be amended or withdrawn for one year from the date of the Fund’s prospectus, unless approved by the Board.

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

54      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

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 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.

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 August 31, 2019. 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.

55      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES; UPDATES TO STATEMENT 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.

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.

56      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/ Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal. Each of the Trustees in the chart below oversees 58 portfolios in the OppenheimerFunds complex.
Robert J. Malone, Chairman of the Board of Trustees and Trustee (since 2017) Year of Birth: 1944	Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-January 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2016); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Director of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991) and Member (1984-1999) of Young Presidents Organization. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Andrew J. Donohue, Trustee (since 2017) Year of Birth: 1950	Director, Mutual Fund Directors Forum (since February 2018); Of Counsel, Shearman & Sterling LLP (since September 2017); Chief of Staff of the U.S. Securities and Exchange Commission (regulator) (June 2015-February 2017); Managing Director and Investment Company General Counsel of Goldman Sachs (investment bank) (November 2012-May 2015); Partner at Morgan Lewis & Bockius, LLP (law firm) (March 2011-October 2012); Director of the Division of Investment Management of U.S. Securities and Exchange Commission (regulator) (May 2006-November 2010); Global General Counsel of Merrill Lynch Investment Managers (investment firm) (May 2003-May 2006); General Counsel (October 1991-November 2001) and Executive Vice President (January 1993-November 2001) of OppenheimerFunds, Inc. (investment firm) (June 1991-November 2001). Mr. Donohue has served on the Boards of certain Oppenheimer funds since 2017, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Richard F. Grabish, Trustee (since 2017) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

57      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Beverly L. Hamilton, Trustee (since 2017) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (2000-2014); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Director of the Board (1991-2016), Vice Chairman of the Board (2006-2009) and Chairman of the Board (2010-2013) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Victoria J. Herget, Trustee (since 2017) Year of Birth: 1951	Board Chair (2008-2015) and Director (2004-Present) of United Educators (insurance company); Trustee (since 2000) and Chair (2010-2017) of Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011 and July 2018-January 2019); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Karen L. Stuckey, Trustee (since 2017) Year of Birth: 1953	Member (since May 2015) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006); member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006), and Emeritus Trustee (since 2006) of Lehigh University; member, Women’s Investment Management Forum (professional organization) (since inception); and Trustee of Jennies School for Little Children (non-profit) (2011-2014). Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

58      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

James D. Vaughn, Trustee (since 2017) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions in Denver and New York offices from 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
INTERESTED TRUSTEE AND OFFICER	Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008. Mr. Steinmetz is an officer of 104 portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, Trustee, President and Principal Executive Officer (since 2017), Year of Birth: 1958	Chairman of OppenheimerFunds, Inc. (since January 2015); CEO and Chairman of OFI Global Asset Management, Inc. (since July 2014), President of OFI Global Asset Management, Inc. (since May 2013), a Director of OFI Global Asset Management, Inc. (since January 2013), Director of OppenheimerFunds, Inc. (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (OppenheimerFunds, Inc.‘s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities (January 2013-December 2013); Executive Vice President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chief Investment Officer of OppenheimerFunds, Inc. (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of OppenheimerFunds, Inc. (April 2009-October 2010); Executive Vice President of OppenheimerFunds, Inc. (October 2009-December 2012); Director of Fixed Income of OppenheimerFunds, Inc. (January 2009-April 2009); and a Senior Vice President of OppenheimerFunds, Inc. (March 1993-September 2009).
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Mr. Baijal, Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal. Mr. Steinmetz is an officer of 105 portfolios in the OppenheimerFunds complex.
Hemant Baijal, Vice President (since 2017) Year of Birth: 1962	Senior Vice President of the Sub-Adviser (since January 2016); Senior Portfolio Manager of the Sub-Adviser (since July 2011); Co-Head of the Global Debt Team (since January 2015); Vice President of the Sub-Adviser (July 2011-January 2016). Co-founder, Partner and Portfolio Manager of Six Seasons Global Asset Management (January 2009-December 2010); Partner and Portfolio Manager of Aravali Partners, LLC (September 2006-December 2008); Partner and Portfolio Manager at Havell Capital Management, LLC (November 1996-August 2006).

59      OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

TRUSTEES AND OFFICERS Unaudited / Continued

Cynthia Lo Bessette, Secretary and Chief Legal Officer (since 2017) Year of Birth: 1969	Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC.
Jennifer Foxson, Vice President and Chief Business Officer (since 2017) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998).
Mary Ann Picciotto Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2017) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014).
Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer (since 2017) Year of Birth: 1970	Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007).

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

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OPPENHEIMER GLOBAL UNCONSTRAINED BOND FUND

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

© 2019 OppenheimerFunds, Inc. All rights reserved.

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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.

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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.

· 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 © 2019 OppenheimerFunds Distributor, Inc. All rights reserved. RA4823.001.1218 February 22, 2019

Annual Report	12/31/2018
Oppenheimer Preferred Securities and Income Fund
Important Notice: The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling 1.800.225.5677.

Important Updates

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of OppenheimerFunds, Inc. and its subsidiaries OFI Global Asset Management, Inc., OFI SteelPath, Inc. and OFI Advisors, LLC, announced that it has entered into an agreement whereby Invesco Ltd., a global investment management company, will acquire OppenheimerFunds, Inc. As of the date of this report, the transaction is expected to close in the second quarter of 2019, pending necessary regulatory and other third-party approvals. This is subject to change. See the Notes to Financial Statements for more information.

Update to Shareholder Report Document Delivery

Beginning January 1, 2021, OppenheimerFunds will send a notice, either by mail or email, each time your fund’s updated report is available on our website (oppenheimerfunds.com). Investors who are not enrolled in electronic delivery by January 1, 2021 will receive the notice in the mail. Enrolling in electronic delivery will enable you to receive a direct link to your full shareholder report the moment it becomes available, and limit the amount of mail you receive. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option.

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Table of Contents

Fund Performance Discussion	4
Top Holdings and Allocations	6
Fund Expenses	9
Statement of Investments	11
Statement of Assets and Liabilities	16
Statement of Operations	17
Statement of Changes in Net Assets	18
Financial Highlights	19
Notes to Financial Statements	22
Report of Independent Registered Public Accounting Firm	38
Federal Income Tax Information	39
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments	40
Distribution Sources	41
Trustees and Officers	42
Privacy Notice	47

Class A Shares

CUMULATIVE TOTAL RETURNS AT 12/31/18

	Class A Shares of the Fund
	Without Sales Charge	With Sales Charge	ICE BofAML Fixed Rate  Preferred Securities Index
Since Inception (2/12/18)	-5.09	-9.60	-1.94

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Fund returns include changes in share price, reinvested distributions, and a 4.75% 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.

3      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Fund Performance Discussion

Since the Fund’s inception on February 12, 2018 through December 31, 2018, its Class A shares (without sales charge) produced a cumulative total return of -5.09%. In comparison, the ICE BofAML Fixed Rate Preferred Securities Index (the “Index”) returned -1.94%. Relative underperformance during the period is primarily attributed to the Fund’s underweight to fixed rate preferred securities and relatively shorter duration versus the Index.

Political headlines in the U.S. and around the world drove volatility in the markets through the majority of the second half of the year. Initially, interest rates rose as trade talks seemed to progress and political dialogue subsided. The Fund performed well in this environment, given its relatively shorter duration posture, through an overweight to floating rate and shorter duration securities. Towards the end of the year, trade rhetoric escalated and the Federal Reserve’s decision to raise interest rates

in the midst of uncertainty drove volatility higher. Rates continued to rally through December, driving outperformance in fixed rate security structures as call probabilities increased on fully extended securities. As a result, the Fund’s underweight position in these securities and relatively shorter duration positioning drove underperformance.

Looking forward, we expect rates to remain range bound as trade tensions and the

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

4      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

U.S. government shutdown continue to weigh on market sentiment and the Federal Reserve carefully calibrates next steps. Accordingly, we adjusted the Fund’s duration positioning to reflect a slower pace of rate increases in 2019. We believe range-bound rates should benefit the asset class more broadly, as rates and credit spreads remain neutral. In addition, we anticipate that European political noise will continue throughout the year as Brexit negotiations are likely to be prolonged and Italy remains in the headlines on questions of economic growth. The positioning of the Fund reflects these views, with a reduced allocation to contingent convertible bonds primarily issued by European financial services firms.

INVESTMENT PHILOSOPHY AND PROCESS

We believe the preferred security market is under-researched and inefficient due to the complexity and array of security structure types available within the space. As a result, we believe a deep understanding and careful analysis of these structures can help

drive outperformance in two ways: first, by allocating across structures to construct target portfolio duration profiles that we believe will perform well in different interest rate environments, and second, by using fundamental credit and relative value analysis designed to identify the most attractive opportunities in the market.

In addition, we believe that by evaluating preferred securities across the credit spectrum and the globe, we are able to increase our opportunity set and thus total return and diversification potential.

We typically employ a top-down and bottom-up investment approach in which we form an investment outlook and interest rate view using a 6 - 12-month horizon. We then determine our desired duration profile as well as target allocations by security structure and industry sectors. Securities are selected based on qualitative and quantitative screens as well as rigorous credit and relative value analyses.

	Helena Lee
	Portfolio Manager

5      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Top Holdings and Allocations

TOP TEN HOLDINGS

Credit Suisse Group AG, 7.125% [USSW5+510.8] Jr. Sub. Perpetual Bonds	3.8%
General Electric Co., 5.00% [US0003M+333] Jr. Sub. Perpetual Bonds	3.4
Oppenheimer Institutional Government Money Market Fund, Cl. E	3.3
Bank of America Corp., 6.30% [US0003M+455.3] Jr. Sub. Perpetual Bonds	2.9
Royal Bank of Scotland Group plc, 7.50% [USSW5+580] Jr. Sub. Perpetual Bonds	2.8
Credit Agricole SA, 8.125% [USSW5+618.5] Jr. Sub. Perpetual Bonds	2.7
GMAC Capital Trust I, 7.20% Jr. Sub., Non-Vtg. [US0003M+578.5]	2.4
Citigroup Capital XIII, 7.75% Cum., Non-Vtg. [US0003M+637]	2.4
Goldman Sachs Group, Inc. (The), 6.30% Non-Cum., Series N, Non-Vtg.	2.4
Morgan Stanley, 6.375% Non-Cum., Non-Vtg. [US0003M+370.8]	2.1

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on net assets.

TOP GEOGRAPHICAL HOLDINGS

United States	73.9	%
United Kingdom	6.6
France	6.2
Switzerland	5.6
Spain	3.4
Netherlands	1.8
Australia	1.6
Bermuda	0.9

Portfolio holdings and allocations are subject to change. Percentages are as of December 31, 2018, and are based on total market value of investments.

For more current Fund holdings, please visit oppenheimerfunds.com.

6      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Share Class Performance

CUMULATIVE TOTAL RETURNS WITHOUT SALES CHARGE AS OF 12/31/18

	Inception Date		Since Inception
Class A (OPRAX)		2/12/18		-5.09	%
Class I (OPRIX)		2/12/18		-4.70
Class Y (OPRYX)		2/12/18		-4.88

CUMULATIVE TOTAL RETURNS WITH SALES CHARGE AS OF 12/31/18

	Inception Date		Since Inception
Class A (OPRAX)		2/12/18		-9.60	%
Class I (OPRIX)		2/12/18		-4.70
Class Y (OPRYX)		2/12/18		-4.88

STANDARDIZED YIELDS			UNSUBSIDIZED STANDARDIZED YIELDS
For the 30 Days Ended 12/31/18			For the 30 Days Ended 12/31/18
Class A	5.11	%	Class A	2.47	%
Class I	5.80		Class I	4.32
Class Y	5.61		Class Y	1.61

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 a 4.75% maximum applicable sales charge for Class A shares, except where “without sales charge” is indicated. There is no sales charge for Class I 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.

Standardized yield is based on an SEC-standardized formula designed to approximate the Fund’s annualized hypothetical current income from securities less expenses for the 30-day period ended December 31, 2018 and that date’s maximum offering price (for Class A shares) or net asset value (for all other share classes). Each result is compounded semiannually and then annualized. Falling share prices will tend to artificially raise yields. The unsubsidized standardized yield is computed under an SEC-standardized formula based on net income earned for the 30-day period ended December 31, 2018. The calculation excludes any expense reimbursements and thus may result in a lower yield.

The Fund’s performance is compared to the performance of the ICE BofAML Fixed Rate Preferred Securities Index. Qualifying securities must have an investment grade rating (based on an average rating of nationally recognized statistical rating organizations). In addition,

7      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

qualifying securities must be issued as public securities or through a Rule 144A filing, must be issued in $25, $50, or $100 par/liquidation preference increments, must have a fixed coupon or dividend schedule and must have a minimum amount outstanding of $100 million. The Index includes preference shares (perpetual preferred securities), American Depository Shares/ Receipts (ADS/R), domestic and Yankee trust preferred securities having a minimum remaining term of at least one year, both dividends received deduction eligible and non-dividends received deduction eligible preferred stock and senior debt. 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 views in the Fund Performance Discussion represent the opinions of this Fund’s portfolio manager(s) and are not intended as investment advice or to predict or depict the performance of any investment. These views are as of the close of business on December 31, 2018, and are subject to change based on subsequent developments. The Fund’s portfolio and strategies are subject to change.

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

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

8      OPPENHEIMER PREFERRED SECURITIES AND INCOME 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 for Actual Expenses are based on an investment of $1,000.00 invested at the beginning of the period, February 12, 2018 (commencement of operations) and held for the period ended December 31, 2018.

The Hypothetical Examples for Comparison Purposes are based on an investment of $1,000.00 invested on July 1, 2018 and held for the entire 6-month period ended December 31, 2018.

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

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

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

9      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Actual	Beginning Account Value July 1, 2018		Ending Account Value December 31, 2018		Expenses Paid During 6 Months Ended December 31, 20181,2
Class A	$	1,000.00		$     955.60	$            5.88
Class I		1,000.00		958.00	3.71
Class Y		1,000.00		957.00	4.65
Hypothetical
(5% return before expenses)
Class A		1,000.00		1,019.21	6.07
Class I		1,000.00		1,021.42	3.83
Class Y		1,000.00		1,020.47	4.80

1. Actual expenses paid are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 323/365 to reflect the period from February 12, 2018 (commencement of operations) to December 31, 2018.

2. Hypothetical expenses paid 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, for the period February 12, 2018 (commencement of operations) to December 31, 2018 are as follows:

Class	Expense Ratios
Class A		1.19%
Class I		0.75
Class Y		0.94

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

10      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

STATEMENT OF INVESTMENTS December 31, 2018

	Principal Amount		Value
Corporate Bonds and Notes—64.6%
Energy—0.8%
Oil, Gas & Consumable Fuels—0.8%
Energy Transfer Operating LP, 6.625% [US0003M+415.5] Jr. Sub. Perpetual Bonds1,2	$	105,000	$	86,822
Financials—57.2%
Capital Markets—14.1%
Charles Schwab Corp. (The), 5.00% [US0003M+257.5] Jr. Sub. Perpetual Bonds1,2		200,000		168,300
Credit Suisse Group AG, 7.125% [USSW5+510.8] Jr. Sub. Perpetual Bonds1,2,3		400,000		395,500
E*TRADE Financial Corp., 5.875% [US0003M+443.5] Jr. Sub. Perpetual Bonds1,2		190,000		171,475
Goldman Sachs Group, Inc. (The):
5.00% [US0003M+287.4] Jr. Sub. Perpetual Bonds1,2		100,000		84,563
5.375% [US0003M+392.2] Jr. Sub. Perpetual Bonds1,2		100,000		96,752
Macquarie Bank Ltd. (London), 6.125% [USSW5+370.3] Jr. Sub. Perpetual Bonds1,2,4		190,000		162,688
State Street Corp., 5.625% [US0003M+253.9] Jr. Sub. Perpetual Bonds1,2		217,000		205,336
UBS Group Funding Switzerland AG, 7.125% [USSW5+588.3] Jr. Sub. Perpetual Bonds1,2,3		185,000		188,124
				1,472,738
Commercial Banks—35.0%
Banco Bilbao Vizcaya Argentaria SA, 6.125% [USSW5+387] Jr. Sub. Perpetual Bonds1,2		195,000		163,800
Banco Santander SA, 6.375% [USSW5+478.8] Jr. Sub. Perpetual Bonds1,2,3		195,000		187,176
Bank of America Corp., 6.30% [US0003M+455.3] Jr. Sub. Perpetual Bonds1,2		295,000		300,354
Barclays plc, 7.875% [USSW5+677.2] Jr. Sub. Perpetual Bonds1,2,3		185,000		185,694
BNP Paribas SA, 7.625% [USSW5+631.4] Jr. Sub. Perpetual Bonds1,2,4		180,000		183,825
CIT Group, Inc., 5.80% [US0003M+397.2] Jr. Sub. Perpetual Bonds1,2		195,000		176,962
Citigroup, Inc., 6.125% [US0003M+447.8] Jr. Sub. Perpetual Bonds1,2		198,000		193,545
Citizens Financial Group, Inc., 6.00% [US0003M+300.3] Jr. Sub. Perpetual Bonds1,2		105,000		96,862
Credit Agricole SA, 8.125% [USSW5+618.5] Jr. Sub. Perpetual Bonds1,2,4		270,000		278,438
Fifth Third Bancorp, 5.10% [US0003M+303.33] Jr. Sub. Perpetual Bonds1,2		50,000		43,563
Huntington Bancshares, Inc., 5.70% [US0003M+288] Jr. Sub. Perpetual Bonds1,2		102,000		90,716
ING Groep NV, 6.875% [USSW5+512.4] Jr. Sub. Perpetual Bonds1,2,3		190,000		189,525

11      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

STATEMENT OF INVESTMENTS Continued

	Principal Amount		Value
Commercial Banks (Continued)
JPMorgan Chase & Co.:
6.125% [US0003M+333] Jr. Sub. Perpetual Bonds1,2	$	191,000	$	189,806
5.99% [US0003M+347] Jr. Sub. Perpetual Bonds, Series 11,2		176,000		174,240
Lloyds Banking Group plc, 7.50% [USSW5+449.6] Jr. Sub. Perpetual Bonds1,2		219,000		211,926
Royal Bank of Scotland Group plc, 7.50% [USSW5+580] Jr. Sub. Perpetual Bonds1,2		295,000		292,788
Societe Generale SA, 7.375% [USSW5+623.8] Jr. Sub. Perpetual Bonds1,2,4		185,000		180,606
SunTrust Banks, Inc.:
5.05% [US0003M+310.2] Jr. Sub. Perpetual Bonds1,2		150,000		132,000
5.125% [US0003M+278.6] Jr. Sub. Perpetual Bonds1,2		105,000		89,277
Wachovia Capital Trust III, 5.57% [US0003M+93] Jr. Sub. Perpetual Bonds1,2		200,000		181,150
Wells Fargo & Co., 6.558% [US0003M+377] Jr. Sub. Perpetual Bonds, Series K1,2		104,000		103,480
				3,645,733
Consumer Finance—2.1%
American Express Co., 4.90% [US0003M+328.5] Jr. Sub. Perpetual Bonds1,2		147,000		140,936
Discover Financial Services, 5.50% [US0003M+307.6] Jr. Sub. Perpetual Bonds1,2		100,000		83,208
				224,144
Diversified Financial Services—0.8%
Voya Financial, Inc., 4.70% [US0003M+208.4] Jr. Sub. Nts., 1/23/481		105,000		82,831
Insurance—5.2%
Catlin Insurance Co. Ltd., 5.425% [US0003M+297.5] Jr. Sub. Perpetual Bonds1,2,4		100,000		93,850
Hartford Financial Services Group, Inc. (The), 4.741% [US0003M+212.5] Jr. Sub. Nts., 2/12/471,5		100,000		80,250
Liberty Mutual Group, Inc., 5.693% [US0003M+290.5] Jr. Sub. Nts., 3/15/371,4		102,000		95,115
Lincoln National Corp., 4.998% [US0003M+235.75] Jr. Sub. Nts., 5/17/661		215,000		175,913
MetLife, Inc., 5.25% [US0003M+357.5] Jr. Sub. Perpetual Bonds1,2		100,000		96,250
				541,378
Industrials—4.9%
Industrial Conglomerates—3.4%
General Electric Co., 5.00% [US0003M+333] Jr. Sub. Perpetual Bonds1,2		463,000		354,774

12      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

	Principal Amount		Value
Trading Companies & Distributors—1.5%
ILFC E-Capital Trust I, 4.55% [30YR CMT+155] Jr. Sub. Nts., 12/21/651,4	$	205,000	$	159,900
Utilities—1.7%
Electric Utilities—0.8%
NextEra Energy Capital Holdings, Inc., 4.80% [US0003M+240.9] Jr. Sub. Nts., 12/1/771		100,000		84,594
Multi-Utilities—0.9%
WEC Energy Group, Inc., 4.729% [US0003M+211.25] Jr. Sub. Nts., 5/15/671		105,000		86,196
Total Corporate Bonds and Notes (Cost $7,480,803)				6,739,110
	Shares
Preferred Stocks—31.4%
American Homes 4 Rent, 6.35% Cum., Non-Vtg.		3,997		88,534
AT&T, Inc., 5.625% Sr. Unsec.		4,200		97,398
Citigroup Capital XIII, 7.75% Cum., Non-Vtg. [US0003M+637]1		9,321		246,354
Digital Realty Trust, Inc., 7.375% Cum., Non-Vtg.		3,836		96,706
DTE Energy Co., 5.375% Jr. Sub., Non-Vtg.		4,150		94,495
eBay, Inc., 6.00% Cv.		3,859		98,327
Entergy Texas, Inc., 5.625% First Mortgage Sec.		4,075		101,101
Fifth Third Bancorp, 6.625% Non-Cum., Non-Vtg. [US0003M+371]1		5,107		132,118
GMAC Capital Trust I, 7.20% Jr. Sub., Non-Vtg. [US0003M+578.5]1		9,836		249,343
Goldman Sachs Group, Inc. (The), 6.30% Non-Cum., Series N, Non-Vtg.		9,674		245,333
Huntington Bancshares, Inc., 6.25% Non-Cum., Non-Vtg.		3,821		94,837
KeyCorp, 6.125% Non-Cum., Non-Vtg. [US0003M+389.2]1		7,298		188,434
Morgan Stanley, 5.85% Non-Cum., Non-Vtg. [US0003M+349.1]1		6,232		151,313
Morgan Stanley, 6.375% Non-Cum., Non-Vtg. [US0003M+370.8]1		8,854		223,386
NiSource, Inc., 6.50%, Non-Vtg. [H15T5Y+363.2]1,6		4,239		106,145
Northern Trust Corp., 5.85% Non-Cum., Non-Vtg.		2,309		57,286
PNC Financial Services Group, Inc. (The), 6.125% Non-Cum., Non-Vtg. [US0003M+406.7]1		8,016		206,332
Prudential Financial, Inc., 5.75% Jr. Sub.		1,009		23,954
Public Storage, 5.20% Cum., Series X, Non-Vtg.		4,225		93,161
Qwest Corp., 7.00% Sr. Unsec.		3,950		81,725
Senior Housing Properties Trust, 6.25% Sr. Unsec., Non-Vtg.		3,856		87,531
Synovus Financial Corp., 6.30% Non-Cum., Series D, Non-Vtg. [US0003M+335.2]1		3,993		95,992
US Bancorp, 6.50% Non-Cum., Non-Vtg. [US0003M+446.8]1		8,332		220,631
Ventas Realty LP/Ventas Capital Corp., 5.45% Sr. Unsec.		4,056		98,155
Wells Fargo & Co., 6.625% Non-Cum., Non-Vtg. [US0003M+369]1		3,661		96,211
Total Preferred Stocks (Cost $3,469,381)				3,274,802

13      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

STATEMENT OF INVESTMENTS Continued

	Shares		Value
Investment Company—3.3%
Oppenheimer Institutional Government Money Market Fund, Cl. E, 2.35%7,8 (Cost $342,600)		342,600	$	342,600
Total Investments, at Value (Cost $11,292,784)		99.3%		10,356,512
Net Other Assets (Liabilities)		0.7		71,163
Net Assets		100.0%	$	10,427,675

Footnotes to Statement of Investments

1. Represents the current interest rate for a variable or increasing rate security, determined as [Referenced Rate + Basis-point spread].

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

3. Represents securities sold under Regulation S, which are exempt from registration under the Securities Act of 1933, as amended. These securities may not be offered or sold in the United States without and exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. These securities amount to $1,146,019 or 10.99% of the Fund’s net assets at period end.

4. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities amount to $1,154,422 or 11.07% of the Fund’s net assets at period end.

5. Restricted security. The aggregate value of restricted securities at period end was $80,250, which represents 0.77% of the Fund’s net assets. See Note 4 of the accompanying Notes. Information concerning restricted securities is as follows:

Security	Acquisition Dates		Cost		Value		Unrealized Appreciation/         (Depreciation)
Hartford Financial Services Group, Inc. (The), 4.741% [US0003M+212.5] Jr. Sub. Nts., 2/12/47		2/12/18	$	98,280	$	80,250	$        (18,030)

6. Non-income producing security.

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

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

	Shares February 12, 2018 (Commencement of Operations)		Gross                 Additions		Gross                 Reductions		Shares     December 31, 2018
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E		—		18,989,311		18,646,711		342,600

14      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Footnotes to Statement of Investments (Continued)

	Value		Income		Realized             Gain (Loss)		Change in Unrealized             Gain (Loss)
Investment Company
Oppenheimer Institutional Government Money Market Fund, Cl. E	$	342,600	$	4,526	$	—	$	—

Futures Contracts as of December 31, 2018
											Unrealized  Appreciation/          (Depreciation)
			Expiration		Number		Notional Amount
Description	Buy/Sell		Date		of Contracts		(000’s)		Value
United States Treasury Nts., 10 yr.		Sell		3/20/19		1		USD 119	$	122,016	$                    (2,924)

Glossary:
Definitions
30YR CMT	30 Year Constant Maturity Treasury
ICE LIBOR	Intercontinental Exchange London Interbank Offered Rate
H15T5Y	US Treasury Yield Curve Rate T Note Constant Maturity 5 Year
US0003M	ICE LIBOR USD 3 Month
USSW5	USD Swap Semi 30/360 5 Year

See accompanying Notes to Financial Statements.

15      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES December 31, 2018

Assets
Investments, at value—see accompanying statement of investments:
Unaffiliated companies (cost $10,950,184)	$        10,013,912
Affiliated companies (cost $342,600)	342,600
	10,356,512
Cash	10,000
Cash used for collateral on futures	2,000
Receivables and other assets:
Interest and dividends	86,161
Other	17,028
Total assets	10,471,701
Liabilities
Payables and other liabilities:
Trustees’ compensation	2,980
Shareholder communications	1,677
Shares of beneficial interest redeemed	1,200
Variation margin payable	391
Distribution and service plan fees	192
Other	37,586
Total liabilities	44,026
Net Assets	$        10,427,675
Composition of Net Assets
Par value of shares of beneficial interest	$                1,148
Additional paid-in capital	11,449,780
Total accumulated loss	(1,023,253	)
Net Assets	$        10,427,675
Net Asset Value Per Share
Class A Shares:
Net asset value and redemption price per share (based on net assets of $1,000,373 and 110,151 shares of beneficial interest outstanding)	$9.08
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering price)	$9.53
Class I Shares:
Net asset value, redemption price and offering price per share (based on net assets of $9,061,229 and 997,998 shares of beneficial interest outstanding)	$9.08
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net assets of $366,073 and 40,311 shares of beneficial interest outstanding)	$9.08

See accompanying Notes to Financial Statements.

16      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

STATEMENT

OF OPERATIONS For the Period Ended December 31, 2018¹

Investment Income
Interest	$	366,439
Dividends:
Unaffiliated companies		189,843
Affiliated companies		4,526
Total investment income		560,808
Expenses
Management fees		60,179
Distribution and service plan fees — Class A		861
Transfer and shareholder servicing agent fees:
Class A		665
Class I		2,577
Class Y		471
Shareholder communications:
Class A		6,508
Class I		200
Class Y		877
Legal, auditing and other professional fees		46,875
Custodian fees and expenses		34,324
Trustees’ compensation		4,515
Borrowing fees		121
Other		8,009
Total expenses		166,182
Less waivers and reimbursements of expenses		(94,581	)
Net expenses		71,601
Net Investment Income		489,207
Realized and Unrealized Gain (Loss)
Net realized loss on:
Investment transactions in unaffiliated companies		(69,166	)
Futures contracts		(598	)
Net realized loss		(69,764	)
Net change in unrealized appreciation/(depreciation) on:
Investment transactions in unaffiliated companies		(936,272	)
Futures contracts		(2,924	)
Net change in unrealized appreciation/(depreciation)		(939,196	)
Net Decrease in Net Assets Resulting from Operations	$	(519,753	)

1. For the period February 12, 2018 (commencement of operations) to December 31, 2018.

See accompanying Notes to Financial Statements.

17      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

STATEMENT OF CHANGES IN NET ASSETS

	Period Ended December 31, 20181
Operations
Net investment income	$	489,207
Net realized loss		(69,764	)
Net change in unrealized appreciation/(depreciation)		(939,196	)
Net decrease in net assets resulting from operations		(519,753	)
Dividends and/or Distributions to Shareholders
Dividends and distributions declared:
Class A		(22,124	)
Class I		(466,764	)
Class Y		(15,382	)
Total dividends and distributions declared		(504,270	)
Beneficial Interest Transactions
Net increase in net assets resulting from beneficial interest transactions:
Class A		1,070,366
Class I		9,979,970
Class Y		401,332
Total beneficial interest transactions		11,451,668
Net Assets
Total increase		10,427,645
Beginning of period		302
End of period	$	10,427,675

1. For the period from February 12, 2018 (commencement of operations) to December 31, 2018.

2. Reflects the value of the Manager’s seed money invested on February 6, 2018.

See accompanying Notes to Financial Statements.

18      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

FINANCIAL HIGHLIGHTS

Class A	Period Ended December 31, 20181
Per Share Operating Data
Net asset value, beginning of period		$10.00
Income (loss) from investment operations:
Net investment income2		0.41
Net realized and unrealized loss		(0.90)
Total from investment operations		(0.49)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.43)
Net asset value, end of period		$9.08
Total Return, at Net Asset Value3		(5.09)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$1,001
Average net assets (in thousands)		$447
Ratios to average net assets:4
Net investment income		4.88%
Expenses excluding specific expenses listed below		3.92%
Interest and fees from borrowings		0.00%	5
Total expenses6		3.92%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		1.19%
Portfolio turnover rate		23%

1. For the period from February 12, 2018 (commencement of operations) to December 31, 2018.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

Period Ended December 31, 2018 3.92 % 

See accompanying Notes to Financial Statements.

19      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

FINANCIAL HIGHLIGHTS Continued

Class I	Period Ended December 31, 20181
Per Share Operating Data
Net asset value, beginning of period		$10.00
Income (loss) from investment operations:
Net investment income2		0.46
Net realized and unrealized loss		(0.91)
Total from investment operations		(0.45)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.47)
Net asset value, end of period		$9.08
Total Return, at Net Asset Value3		(4.70)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$9,061
Average net assets (in thousands)		$9,704
Ratios to average net assets:4
Net investment income		5.31%
Expenses excluding specific expenses listed below		1.68%
Interest and fees from borrowings		0.00%5
Total expenses6		1.68%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.75%
Portfolio turnover rate		23%

1. For the period from February 12, 2018 (commencement of operations) to December 31, 2018.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

Period Ended December 31, 2018 1.68 % 

See accompanying Notes to Financial Statements.

20      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Class Y	Period Ended December 31, 20181
Per Share Operating Data
Net asset value, beginning of period		$10.00
Income (loss) from investment operations:
Net investment income2		0.44
Net realized and unrealized loss		(0.91)
Total from investment operations		(0.47)
Dividends and/or distributions to shareholders:
Dividends from net investment income		(0.45)
Net asset value, end of period		$9.08
Total Return, at Net Asset Value3		(4.88)%
Ratios/Supplemental Data
Net assets, end of period (in thousands)		$366
Average net assets (in thousands)		$314
Ratios to average net assets:4
Net investment income		5.12%
Expenses excluding specific expenses listed below		2.21%
Interest and fees from borrowings		0.00%5
Total expenses6		2.21%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses		0.94%
Portfolio turnover rate		23%

1. For the period from February 12, 2018 (commencement of operations) to December 31, 2018.

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

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

4. Annualized for periods less than one full year.

5. Less than 0.005%.

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

Period Ended December 31, 2018 2.21%

See accompanying Notes to Financial Statements.

21      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS December 31, 2018

1. Organization

Oppenheimer Preferred Securities and Income Fund (the “Fund”), a series of Oppenheimer Integrity Funds, is a diversified open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), as amended. The Fund’s investment objective is to seek total return. The Fund’s investment adviser is OFI Global Asset Management, Inc. (“OFI Global” or the “Manager”), a wholly-owned subsidiary of OppenheimerFunds, Inc. (“OFI” or the “Sub-Adviser”). The Manager has entered into a sub-advisory agreement with OFI. The Fund commenced operations on February 12, 2018.

The Fund offers Class A, Class I 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 I and Class Y shares are sold to certain institutional investors or intermediaries without either a front-end sales charge or a contingent deferred sales charge (“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 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.

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 monthly. Capital gain distributions, if any, are declared and paid annually or at other times as determined necessary by the Manager.

Investment Income. Dividend income is recorded on the ex-dividend date or upon ex-dividend notification in the case of certain foreign dividends where the ex-dividend date may have passed. Non-cash dividends included in dividend income, if any, are recorded at the

22      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

2. Significant Accounting Policies (Continued)

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, if any, is recognized on an accrual basis. Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 2.00%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

Federal Taxes. The Fund intends to comply with provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute substantially all of its investment company taxable income, including any net realized gain on investments not offset by capital loss carryforwards, if any, to shareholders. Therefore, no federal income or excise tax provision is required. The Fund files income tax returns in U.S. federal and applicable state jurisdictions. The statute of limitations on the Fund’s tax return filings generally remains open for the three preceding fiscal reporting period ends. The Fund has analyzed its tax positions for the fiscal year ended December 31, 2018, including open tax years, and does not believe there are any uncertain tax positions requiring recognition in the Fund’s financial statements.

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

23      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

2. Significant Accounting Policies (Continued)

Undistributed Net Investment Income	Undistributed Long-Term Gain		Accumulated Loss Carryforward1,2		Net Unrealized Depreciation Based on cost of Securities and Other Investments for Federal Income Tax Purposes
$—		$—		$73,988		$946,285

1. At period end, the Fund had $73,988 of net capital loss carryforward available to offset future realized capital gains, if any, and thereby reduce future taxable gain distributions.

2. During the reporting period, the Fund did not utilize any capital loss carryforward.

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

Accordingly, the following amounts have been reclassified for the reporting period. Net assets of the Fund were unaffected by the reclassifications.

Reduction to Paid-in Capital	Reduction to Accumulated Net Loss
$770		$770

The tax character of distributions paid during the reporting periods:

	Period Ended December 31, 2018
Distributions paid from:
Ordinary income	$	504,270

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.

24      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

2. Significant Accounting Policies (Continued)

Federal tax cost of securities	$	11,302,797
Federal tax cost of other investments		(122,016	)
Total federal tax cost	$	11,180,781
Gross unrealized appreciation	$	169
Gross unrealized depreciation		(946,454	)
Net unrealized depreciation	$	(946,285	)

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.

New Accounting Pronouncements. In March 2017, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), ASU 2017-08. This provides guidance related to the amortization period for certain purchased callable debt securities held at a premium. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Manager has evaluated the impacts of these changes on the financial statements and there are no material impacts.

During August 2018, the Securities and Exchange Commission (the “SEC”) issued Final Rule Release No. 33-10532 (the “Rule”), Disclosure Update and Simplification. The rule amends certain financial statement disclosure requirements to conform to U.S. GAAP. The amendments to Rule 6-04.17 of Regulation S-X (balance sheet) remove the requirement to separately state the book basis components of net assets: undistributed (over-distribution of) net investment income (“UNII”), accumulated undistributed net realized gains (losses), and net unrealized appreciation (depreciation) at the balance sheet date. Instead, consistent with U.S. GAAP, funds will be required to disclose total distributable earnings. The amendments to Rule 6-09 of Regulation S-X (statement of changes in net assets) remove the requirement to separately state the sources of distributions paid. Instead, consistent with U.S. GAAP, funds will be required to disclose the total amount of distributions paid, except that any tax return of capital must be separately disclosed. The amendments also remove the requirement to parenthetically state the book basis amount of UNII on the statement of changes in net assets. The requirements of the Rule are effective November 5, 2018, and the Funds’ Statement of Assets and Liabilities and Statement of Changes in Net Assets for the current reporting period have been modified accordingly. In addition, certain amounts within each Fund’s Statement of Changes in Net Assets for the prior fiscal period have been modified to conform to the Rule.

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” or “NYSE”) is open for trading, except in the case of a scheduled early closing of the Exchange, in which case the Fund will calculate net

25      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

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

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

Corporate and government debt securities (of U.S. or foreign issuers) and municipal debt securities, short-term notes, mortgage-backed securities, collateralized mortgage obligations, and asset-backed securities are valued at the mean between the bid and asked prices utilizing evaluated prices obtained from third party pricing services or broker-dealers who may use matrix pricing methods to determine the evaluated prices. Pricing services generally price debt securities assuming orderly transactions of an institutional “round lot” size, but some trades may occur in smaller, “odd lot” sizes, sometimes at lower prices than institutional round lot trades. Standard inputs generally considered by third-party pricing vendors include reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, as well as other appropriate factors.

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

Securities for which market quotations are not readily available, or when a significant event has occurred that would materially affect the value of the security, are fair valued either (i) by

26      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

3. Securities Valuation (Continued)

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

Classifications

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

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

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

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

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

The Fund classifies each of its investments in investment companies which are publicly offered as Level 1. Investment companies that are not publicly offered, if any, are 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:

27      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

3. Securities Valuation (Continued)

	Level 1— Unadjusted Quoted Prices			Level 2— Other Significant     Observable Inputs		Level 3— Significant     Unobservable Inputs		Value
Assets Table
Investments, at Value:
Corporate Bonds and Notes	$	—		$	6,739,110	$	—	$	6,739,110
Preferred Stocks		3,274,802			—		—		3,274,802
Investment Company		342,600			—		—		342,600
Total Assets	$	3,617,402		$	6,739,110	$	—	$	10,356,512
Liabilities Table
Other Financial Instruments:
Futures contracts	$	(2,924	)	$	—	$	—	$	(2,924	)
Total Liabilities	$	(2,924	)	$	—	$	—	$	(2,924	)

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.

For the reporting period, there were no transfers between levels.

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

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

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

28      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

4. Investments and Risks (Continued)

funds.

Restricted Securities. At period end, investments in securities included issues that are restricted. A restricted security may have a contractual restriction on its resale and is valued under methods approved by the Board of Trustees as reflecting fair value. Securities that are restricted are marked with an applicable footnote on the Statement of Investments. Restricted securities are reported on a schedule following the Statement of Investments.

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

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

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 87% 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 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

29      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

5. Market Risk Factors (Continued)

U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

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

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

6. Use of Derivatives

The Fund’s investment objective not only permits the Fund to purchase investment securities, it also allows the Fund to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, variance swaps and purchased and written options. In doing so, the Fund will employ strategies in differing combinations to permit it to increase, decrease, or change the level or types of exposure to market risk factors. These instruments may allow the Fund to pursue its objectives more quickly and efficiently than if it were to make direct purchases or sales of securities capable of effecting a similar response to market factors. Such contracts may be entered into through a bilateral over-the-counter (“OTC”) transaction, or through a securities or futures exchange and cleared through a clearinghouse.

Derivatives may have little or no initial cash investment relative to their market value exposure and therefore can produce significant gains or losses in excess of their cost due to changes in the market risk factors and the overall market. This use of embedded leverage allows the Fund to increase its market value exposure relative to its net assets and can substantially increase the volatility of the Fund’s performance. In instances where the Fund is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by the Fund, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions. Some derivatives have the potential for unlimited loss, regardless of the size of the Fund’s initial investment.

Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and the Fund. Typically, the associated risks are not the risks that the Fund is attempting to increase or decrease exposure to, per its investment objectives, but are the additional risks from investing in derivatives.

30      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

6. Use of Derivatives (Continued)

Examples of these associated risks are liquidity risk, which is the risk that the Fund will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to the Fund.

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

Futures Contracts

A futures contract is a commitment to buy or sell a specific amount of a commodity, financial instrument or currency at a negotiated price on a stipulated future date. The Fund may buy and sell futures contracts and may also buy or write put or call options on these futures contracts. Futures contracts and options thereon are generally entered into on a regulated futures exchange and cleared through a clearinghouse associated with the exchange.

Upon entering into a futures contract, the Fund is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value in an account registered in the futures commission merchant’s name. Subsequent payments (variation margin) are paid to or from the futures commission merchant each day equal to the daily changes in the contract value. Such payments are recorded as unrealized gains and losses. Should the Fund fail to make requested variation margin payments, the futures commission merchant can gain access to the initial margin to satisfy the Fund’s payment obligations.

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

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

During the reporting period, the Fund had an ending monthly average market value of $89,885 on futures contracts sold.

Additional associated risks of entering into futures contracts (and related options) include the possibility that there may be an illiquid market where the Fund is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of the Fund’s securities.

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

31      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

6. Use of Derivatives (Continued)

For financial reporting purposes, the Fund does not offset derivative assets and derivative

liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities. Bankruptcy or insolvency laws of a particular jurisdiction may impose restrictions on or prohibitions against the right of offset in bankruptcy, insolvency or other events.

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

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

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

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

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

32      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

6. Use of Derivatives (Continued)

The following table presents the valuations of derivative instruments by risk exposure as reported within the Statement of Assets and Liabilities at period end:

	Liability Derivatives
Derivatives Not Accounted for as Hedging Instruments	Statement of Assets and Liabilities Location	Value
Interest rate contracts	Variation margin payable	$	391	*

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

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

Amount of Realized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Futures           contracts
Interest rate contracts	$	(598	)
Amount of Change in Unrealized Gain or (Loss) Recognized on Derivatives
Derivatives Not Accounted for as Hedging Instruments	Futures           contracts
Interest rate contracts	$	(2,924	)

7. 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:

	Period Ended December 31, 20181,2
	Shares			Amount
Class A
Sold		123,259		$	1,198,412
Dividends and/or distributions reinvested		2,024			19,260
Redeemed		(15,132	)		(147,306	)
Net increase		110,151		$	1,070,366
Class I
Sold		997,998		$	9,979,970
Dividends and/or distributions reinvested		—			—
Redeemed		—			—
Net increase		997,998		$	9,979,970

33      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

7. Shares of Beneficial Interest (Continued)

	Period Ended December 31, 20181,2
	Shares			Amount
Class Y
Sold		39,412		$	392,675
Dividends and/or distributions reinvested		1,090			10,464
Redeemed		(191	)		(1,807	)
Net increase		40,311		$	401,332

1. For the period from February 12, 2018 (commencement of operations) to December 31, 2018.

2. The Fund sold one share of Class A, Class I and Class Y at a value of $10 to the Manager upon seeding the Fund on February 6, 2018. These amounts are not reflected in the table above.

8. Purchases and Sales of Securities

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

	Purchases		Sales
Investment securities	$	12,968,976	$	1,949,745

9. Fees and Other Transactions with Affiliates

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

Fee Schedule
Up to $500 million	0.65%
Next $500 million	0.60
Next $4 billion	0.55
Over $5 billion	0.53

The Fund’s effective management fee for the reporting period was 0.65% of average annual net assets before any applicable waivers.

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

Transfer Agent Fees. OFI Global (the “Transfer Agent”) serves as the transfer and shareholder servicing agent for the Fund. The Fund pays the Transfer Agent a fee based on annual net assets, 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.

34      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

9. Fees and Other Transactions with Affiliates (Continued)

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

Offering and Organizational Costs. The Manager paid all initial offering and organizational costs associated with the registration and seeding of 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 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.

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

35      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

NOTES TO FINANCIAL STATEMENTS Continued

9. Fees and Other Transactions with Affiliates (Continued)

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

			Class A
	Class A		Contingent
	Front-End		Deferred
	Sales Charges		Sales Charges
	Retained by		Retained by
Period Ended	Distributor		Distributor
December 31, 2018		$2,107		$—

Waivers and Reimbursements of Expenses. The Manager has contractually agreed to waive fees and/or reimburse expenses to limit the Fund’s “Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses” (excluding any applicable dividend expense, taxes, interest and fees from borrowing, any subsidiary expenses, Acquired Fund Fees and Expenses, brokerage commissions, unusual and infrequent expenses and certain other Fund expenses) so that, as percentages of average daily net assets, those expenses will not exceed the annual rate of 1.19% for Class A shares, 0.75% for Class I shares and 0.94% for Class Y shares.

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

Class A	$	10,826
Class I		79,969
Class Y		3,524

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

The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $262 for IGMMF management fees.

10. Borrowings and Other Financing

Joint Credit Facility. A number of mutual funds managed by the Manager participate in a $1.95 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.

11. Pending Acquisition

On October 18, 2018, Massachusetts Mutual Life Insurance Company, an indirect corporate parent of the Sub-Adviser and the Manager, announced that it has entered into an agreement

36      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

11. Pending Acquisition (Continued)

whereby Invesco Ltd. (“Invesco”), a global investment management company, will acquire the Sub-Adviser (the “Transaction”). In connection with the Transaction, on January 11, 2019, the Fund’s Board unanimously approved an Agreement and Plan of Reorganization (the “Agreement”), which provides for the transfer of the assets and liabilities of the Fund to a corresponding, newly formed fund (the “Acquiring Fund”) in the Invesco family of funds (the “Reorganization”) in exchange for shares of the corresponding Acquiring Fund of equal value to the value of the shares of the Fund as of the close of business on the closing date. Although the Acquiring Fund will be managed by Invesco Advisers, Inc., the Acquiring Fund will, as of the closing date, have the same investment objective and substantially similar principal investment strategies and risks as the Fund. After the Reorganization, Invesco Advisers, Inc. will be the investment adviser to the Acquiring Fund, and the Fund will be liquidated and dissolved under applicable law and terminate its registration under the Investment Company Act of 1940, as amended. The Reorganization is expected to be a tax-free reorganization for U.S. federal income tax purposes.

The Reorganization is subject to the approval of shareholders of the Fund. Shareholders of record of the Fund on January 14, 2019 will be entitled to vote on the Reorganization and will receive a combined prospectus and proxy statement describing the Reorganization, the shareholder meeting, and a discussion of the factors the Fund’s Board considered in approving the Agreement. The combined prospectus and proxy statement is expected to be distributed to shareholders of record on or about February 28, 2019. The anticipated date of the shareholder meeting is on or about April 12, 2019.

If shareholders approve the Agreement and certain other closing conditions are satisfied or waived, the Reorganization is expected to close during the second quarter of 2019, or as soon as practicable thereafter. This is subject to change.

37      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees

Oppenheimer Integrity Funds:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Oppenheimer Preferred Securities and Income Fund (the “Fund”), a series of Oppenheimer Integrity Funds, including the statement of investments, as of December 31, 2018, the related statements of operations and changes in net assets for the period from February 12, 2018 (commencement of operations) to December 31, 2018 and the related notes (collectively, the “financial statements”) and the financial highlights for the period from February 12, 2018 (commencement of operations) to December 31, 2018. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of December 31, 2018, the results of its operations, the changes in its net assets and the financial highlights for the period from February 12, 2018 (commencement of operations) to December 31, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Such procedures also included confirmation of securities owned as of December 31, 2018, by correspondence with the custodian and the transfer agent, or by other appropriate auditing procedures. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. We believe that our audit provides a reasonable basis for our opinion.

KPMG LLP

We have not been able to determine the specific year that we began serving as the auditor of one or more Oppenheimer Funds investment companies, however we are aware that we have served as the auditor of one or more Oppenheimer Funds investment companies since at least 1969.

Denver, Colorado

February 22, 2019

38      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

FEDERAL INCOME TAX INFORMATION Unaudited

In early 2019, if applicable, shareholders of record received information regarding all dividends and distributions paid to them by the Fund during calendar year 2018.

Dividends, if any, paid by the Fund during the reporting period which are not designated as capital gain distributions should be multiplied by the maximum amount allowable but not less than 54.33% to arrive at the amount eligible for the corporate dividend-received deduction.

A portion, if any, of the dividends paid by the Fund during the reporting period which are not designated as capital gain distributions are eligible for lower individual income tax rates to the extent that the Fund has received qualified dividend income as stipulated by recent tax legislation. The maximum amount allowable but not less than $447,520 of the Fund’s fiscal year taxable income may be eligible for the lower individual income tax rates. In early 2019, shareholders of record received information regarding the percentage of distributions that are eligible for lower individual income tax rates.

Recent tax legislation allows a regulated investment company to designate distributions not designated as capital gain distributions, as either interest related dividends or short-term capital gain dividends, both of which are exempt from the U.S. withholding tax applicable to non U.S. taxpayers. For the reporting period, the maximum amount allowable but not less than $103,326 of the ordinary distributions to be paid by the Fund qualifies as an interest related dividend.

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

39      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENT 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.

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.

40      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

DISTRIBUTION SOURCES Unaudited

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

For the most current information, please go to oppenheimerfunds.com. Select your Fund, and scroll down to the ‘Dividends’ table under ‘Analytics’.

Fund Name	Pay Date		Net Income		Net Profit from Sale		Other  Capital  Sources
Oppenheimer Preferred Securities and Income Fund		7/30/18		73.5%		0.0%		26.5%
Oppenheimer Preferred Securities and Income Fund		10/30/18		71.9%		0.0%		28.1%
Oppenheimer Preferred Securities and Income Fund		12/18/18		41.1%		0.0%		58.9%

41      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

TRUSTEES AND OFFICERS Unaudited

Name, Position(s) Held with the Fund, Length of Service, Year of Birth	Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT TRUSTEES	The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal. Each of the Trustees in the chart below oversees 58 portfolios in the OppenheimerFunds complex.
Robert J. Malone, Chairman of the Board of Trustees and Trustee (since 2017) Year of Birth: 1944	Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-January 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2016); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Director of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991) and Member (1984-1999) of Young Presidents Organization. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Andrew J. Donohue, Trustee (since 2017) Year of Birth: 1950	Director, Mutual Fund Directors Forum (since February 2018); Of Counsel, Shearman & Sterling LLP (since September 2017); Chief of Staff of the U.S. Securities and Exchange Commission (regulator) (June 2015-February 2017); Managing Director and Investment Company General Counsel of Goldman Sachs (investment bank) (November 2012-May 2015); Partner at Morgan Lewis & Bockius, LLP (law firm) (March 2011-October 2012); Director of the Division of Investment Management of U.S. Securities and Exchange Commission (regulator) (May 2006-November 2010); Global General Counsel of Merrill Lynch Investment Managers (investment firm) (May 2003-May 2006); General Counsel (October 1991-November 2001) and Executive Vice President (January 1993-November 2001) of OppenheimerFunds, Inc. (investment firm) (June 1991-November 2001). Mr. Donohue has served on the Boards of certain Oppenheimer funds since 2017, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Richard F. Grabish, Trustee (since 2017) Year of Birth: 1948	Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

42      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Beverly L. Hamilton, Trustee (since 2017) Year of Birth: 1946	Trustee of Monterey Institute for International Studies (educational organization) (2000-2014); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Director of the Board (1991-2016), Vice Chairman of the Board (2006-2009) and Chairman of the Board (2010-2013) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002-2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Victoria J. Herget, Trustee (since 2017) Year of Birth: 1951	Board Chair (2008-2015) and Director (2004-Present) of United Educators (insurance company); Trustee (since 2000) and Chair (2010-2017) of Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011 and July 2018-January 2019); former Managing Director (1993-2001), Principal (1985-1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
Karen L. Stuckey, Trustee (since 2017) Year of Birth: 1953	Member (since May 2015) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006); member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006), and Emeritus Trustee (since 2006) of Lehigh University; member, Women’s Investment Management Forum (professional organization) (since inception); and Trustee of Jennies School for Little Children (non-profit) (2011-2014). Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.

43      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

TRUSTEES AND OFFICERS Unaudited / Continued

James D. Vaughn, Trustee (since 2017) Year of Birth: 1945	Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions in Denver and New York offices from 1969- 1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003- 2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Board’s deliberations.
INTERESTED TRUSTEE AND OFFICER	Mr. Steinmetz is an “Interested Trustee” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman of the Sub-Adviser and officer and director of the Manager. Both as a Trustee and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008. Mr. Steinmetz is an officer of 104 portfolios in the OppenheimerFunds complex.
Arthur P. Steinmetz, Trustee, President and Principal Executive Officer (since 2017), Year of Birth: 1958	Chairman of OppenheimerFunds, Inc. (since January 2015); CEO and Chairman of OFI Global Asset Management, Inc. (since July 2014), President of OFI Global Asset Management, Inc. (since May 2013), a Director of OFI Global Asset Management, Inc. (since January 2013), Director of OppenheimerFunds, Inc. (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (OppenheimerFunds, Inc.‘s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities (January 2013-December 2013); Executive Vice President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chief Investment Officer of OppenheimerFunds, Inc. (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of OppenheimerFunds, Inc. (April 2009-October 2010); Executive Vice President of OppenheimerFunds, Inc. (October 2009-December 2012); Director of Fixed Income of OppenheimerFunds, Inc. (January 2009-April 2009); and a Senior Vice President of OppenheimerFunds, Inc. (March 1993-September 2009).
OTHER OFFICERS OF THE FUND	The addresses of the Officers in the chart below are as follows: for Mss.Lee, Ziverte, Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Mr. Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal. Mr. Steinmetz is an officer of 105 portfolios in the OppenheimerFunds complex.
Helena Lee, Vice President (since 2017) Year of Birth: 1971	Vice President and Portfolio Manager of the Sub-Adviser (Since February 2018); Senior Analyst on the Investment Grade Team of the Sub-Adviser (since 2017). Equity Research Associate, Citi Investment Research, Citibank (2006-2008). Mid- Cap Bank Analyst at Bank of America Securities (2004-2006). Associate Equity Research Analyst of large-cap banks at Prudential Equity Group (2003-2004). Financial Analyst in the Bank Supervision Group, Credit and Risk Management, at The Federal Reserve Bank of New York (1994-2001).

44      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

Cynthia Lo Bessette, Secretary and Chief Legal Officer (since 2017) Year of Birth: 1969	Executive Vice President, General Counsel and Secretary of OFI Global Asset Management, Inc. (since February 2016); Senior Vice President and Deputy General Counsel of OFI Global Asset Management, Inc. (March 2015-February 2016); Chief Legal Officer of OppenheimerFunds, Inc. and OppenheimerFunds Distributor, Inc. (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., OFI Advisors, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC.
Jennifer Foxson, Vice President and Chief Business Officer (since 2017) Year of Birth: 1969	Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of OppenheimerFunds, Inc. (January 1998-March 2006); Assistant Vice President of OppenheimerFunds, Inc. (October 1991-December 1998).
Mary Ann Picciotto Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2017) Year of Birth: 1973	Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since March 2014); Chief Compliance Officer of OppenheimerFunds, Inc., OFI SteelPath, Inc., OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014).
Brian S. Petersen, Treasurer and Principal Financial & Accounting Officer (since 2017) Year of Birth: 1970	Senior Vice President of OFI Global Asset Management, Inc. (since January 2017); Vice President of OFI Global Asset Management, Inc. (January 2013-January 2017); Vice President of OppenheimerFunds, Inc. (February 2007-December 2012); Assistant Vice President of OppenheimerFunds, Inc. (August 2002-2007).

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

45      OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

OPPENHEIMER PREFERRED SECURITIES AND INCOME FUND

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

© 2019 OppenheimerFunds, Inc. All rights reserved.

46      OPPENHEIMER PREFERRED SECURITIES AND INCOME 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.

47      OPPENHEIMER PREFERRED SECURITIES AND INCOME 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.

· 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.
Visit Us oppenheimerfunds.com         Call Us 800 225 5677 Follow Us	Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc. 225 Liberty Street, New York, NY 10281-1008 © 2019 OppenheimerFunds Distributor, Inc. All rights reserved. RA4917.001.1218 February 22, 2019

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has determined that Karen L. Stuckey, the Chairwoman of the Board’s Audit Committee, is the audit committee financial expert and that Ms. Stuckey is “independent” for purposes of this Item 3.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $124,800 in fiscal 2018 and $59,400 in fiscal 2017.

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $10,502 in fiscal 2018 and $6,000 in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $297,836 in fiscal 2018 and $386,986 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: Internal control reviews, GIPS attestation procedures, custody audits, CP Conduit fees, incremental, and additional, audit services.

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $815 in fiscal 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed $534,826 in fiscal 2018 and $591,136 in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include: tax compliance, tax planning and tax advice. Tax compliance generally involves preparation of original and amended tax returns, claims for a refund and tax payment-planning services. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2018 and no such fees in fiscal 2017 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such fees would include the cost to the principal accountant of attending audit committee meetings and consultations regarding the registrant’s retirement plan with respect to its Trustees.

(e) (1) During its regularly scheduled periodic meetings, the registrant’s audit committee will pre-approve all audit, audit-related, tax and other services to be provided by the principal accountants of the registrant.

The audit committee has delegated pre-approval authority to its Chairman for any subsequent new engagements that arise between regularly scheduled meeting dates provided that any fees such pre-approved are presented to the audit committee at its next regularly scheduled meeting.

Under applicable laws, pre-approval of non-audit services may be waived provided that: 1) the aggregate amount of all such services provided constitutes no more than five percent of the total amount of fees paid by the registrant to its principal accountant during the fiscal year in which services are provided 2) such services were not recognized by the registrant at the time of engagement as non-audit services and 3) such services are promptly brought to the attention of the audit committee of the registrant and approved prior to the completion of the audit.

(2) 0%

(f) Not applicable as less than 50%.

(g) The principal accountant for the audit of the registrant’s annual financial statements billed $843,979 in fiscal 2018 and $984,122 in fiscal 2017 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

(h) The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

and Affiliated Purchasers.

Not applicable.

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

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

None

Item 11. Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 12/31/2018, 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 Integrity Funds

By:	/s/ Arthur P. Steinmetz
	Arthur P. Steinmetz
	Principal Executive Officer
Date:	2/15/2019

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:	2/15/2019

By:	/s/ Brian S. Petersen
	Brian S. Petersen
	Principal Financial Officer
Date:	2/15/2019

EX-99.CODE ETH

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS OF

THE OPPENHEIMER FUNDS, OPPENHEIMERFUNDS, INC., OFI GLOBAL ASSET

MANAGEMENT, INC. AND OFI STEELPATH, INC.

This Code of Ethics for Principal Executive and Financial Officers (referred to in this document as the “Code”) has been adopted by each of the investment companies for which OppenheimerFunds, Inc. (“OFI”), OFI Global Asset Management, Inc. (“OFI Global”) , OFI SteelPath, Inc. (“OFI SteelPath”) or one of OFI’s other subsidiaries (referred to collectively in this document as “OFI”) acts as investment adviser (individually, a “Fund” and collectively, the “Funds”), and by OFI to effectuate compliance with Section 406 under the Sarbanes-Oxley Act of 2002 and the rules adopted to implement Section 406.

This Code applies to OFI’s and each Fund’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (“Covered Officers”). A listing of positions currently within the ambit of Covered Officers is attached as Exhibit A.¹

INTRODUCTION / DEFINITION / POLICY STATEMENT:

In general, the principles that govern honest and ethical conduct, including the avoidance of conflicts of interest between personal and professional relationships, reflect, at the minimum, the following: (1) the duty at all times in performing any responsibilities as a Fund financial officer, controller, accountant or principal executive officer to place the interests of the Funds ahead of personal interests; (2) the fundamental standard that Covered Officers should not take inappropriate advantage of their positions; (3) the duty to assure that a Fund’s financial statements and reports to its shareholders are prepared honestly and accurately in accordance with applicable rules, regulations and accounting standards; and (4) the duty to conduct the Funds’ business and affairs in an honest and ethical manner. Each Covered Officer should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

It is acknowledged that, as a result of the contractual relationship between each Fund and OFI, of which the Covered Officers are also officers or employees, and subject to OFI’s fiduciary duties to each Fund, the Covered Officers may, in the normal course of their duties, be involved in establishing policies and implementing decisions that will have different effects on OFI and the Funds. It is further acknowledged that the participation of the Covered Officers in such activities is inherent in the contractual relationship between each Fund and OFI and is consistent with the expectations of the Board of Trustees/Directors of the performance by the Covered Officers of their duties as officers of the Funds.

POLICY DETAILS:

A. POLICY STATEMENT

¹ The obligations imposed by this Code on Covered Officers are separate from and in addition to any obligations that may be imposed on such persons as Covered Persons under the Code of Ethics adopted by OFI and the Funds under Rule 17j-1 of the Investment Company Act of 1940, as amended and any other code of conduct applicable to Covered Officers in whatever capacity they serve. This Code does not incorporate by reference any provisions of the Rule 17j-1 Code of Ethics and accordingly, any violations or waivers granted under the Rule 17j-1 Code of Ethics will not be considered a violation or waiver under this Code.

Overview. As a means of implementing Section 406 of SOX (“Section 406”), the SEC has adopted certain rules that require a mutual fund to disclose:

● Whether or not it has adopted a code of ethics that applies to the mutual fund’s principal executive officer, principal financial officer, principal accounting officer, controller or any other person that performs similar functions (each a “Covered Officer” and, collectively, the “Covered Officers”);

● Why, if it has not adopted such code, it has not done so; and

● Amendments to, and waivers from, the code of ethics relating to any of the Covered Officers.

Section 406 defines a “code of ethics” to mean such standards as are reasonable necessary to promote:

● Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

● Full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the issuer; and

● Compliance with applicable laws, rules and regulations.

This Code of Ethics for Principal Executive and Financial Officers (the “Executive Code”) sets forth standards and procedures to ensure compliance with SOX Section 406 and shall apply to each Covered Officer of the Funds and ETF Trust (referred to herein as the “Funds”).

Honest and ethical conduct. This Executive Code is intended to assure that the behavior of Covered Officers does not put, or appear to put, the interests of other parties above those of the Funds and that conflicts of interest are identified and handled ethically. A conflict of interest occurs when a Covered Officer allows, or appears to allow, advantages that could otherwise be avoided or ameliorated, to other parties at the expense of a Fund. Such advantages may benefit a Covered Officer’s own private interests over the interests of the Funds. Conflicts of interest may also arise when, in addition to serving as a Covered Officer of the Funds, a Covered Officer also holds a position as an officer or employee of an investment adviser or other entity retained by a Fund. A conflict of interest may be created if a Covered Officer who also serves as an officer or employee of an investment adviser to the Funds, provides benefits to another party that are improper, or that are a breach of the Covered Officer’s fiduciary relationship to the Funds, if the benefit was derived from such Covered Officer’s position with the Funds.

The compliance programs and procedures of the Funds and the investment adviser(s) to the Funds are designed to prevent, or identify and correct, violations of provisions set forth in the Investment Company Act and the Investment Advisers Act, including certain conflict of interest provisions. The obligations imposed by this Executive Code on Covered Officers are separate and in addition to any obligations imposed on such persons under any other procedures, such as the Code of Ethics adopted by the Funds and the investment advisers to the Funds pursuant to Rule 17j-1 under the Investment Company Act. This Executive Code does not, and is not intended to, repeat or replace these programs and procedures. Violations of such other programs and procedures shall be

addressed in accordance with the applicable program or procedure, unless or until it is determined that a violation of such program and procedure is also a violation of this Executive Code.

If a Covered Officer becomes aware of a conflict of interest or perceives there to be a conflict of interest, such Covered Officer shall promptly report the matter to the Funds’ Chief Compliance Officer or the OFI General Counsel. Upon receipt of a report, the Chief Compliance Officer or OFI General Counsel will take prompt steps to determine whether a conflict or perceived conflict of interest exists. If it is determined that an actual or perceived conflict of interest exists, the Chief Compliance Officer or OFI General Counsel will take steps to resolve the conflict or the appearance of a conflict. If it is determined that no conflict or appearance of a conflict exists, the Chief Compliance Officer or OFI General Counsel shall meet with the Covered Officer to advise him or her of such finding and of his or her reason for taking no action. In lieu of determining whether a conflict or appearance of conflict exists, the matter may be referred to the Funds’ Boards.

Prohibited Activity: No Covered Officer shall, in connection with carrying out his or her duties on behalf of the Funds:

● Use information concerning business and affairs of the Funds, including the investment intentions of the Funds, for personal gain to himself or herself, his or her family or friends or any other person, or in a manner detrimental to the interests of the Funds or the shareholders of the Funds;

● Use his or her ability to influence investment intentions for personal gain to himself or herself, his or her family or friends or any other person or in a manner detrimental to the Funds or the shareholders of the Funds;

● Use his or her personal influence or personal relationships to influence the preparation and issuance of financial reports of a Fund whereby the Covered Officer would benefit personally to the detriment of Funds or the shareholders of the Funds;

● Intentionally take any action or fail to take any action in connection with his or her official acts on behalf of the Funds that causes the Funds to violate applicable laws, rules and regulations;

● Employ any device, scheme, artifice or manipulative practice to defraud the Funds or the shareholders of the Funds;

● Intentionally cause the Funds to make any untrue statement of a material fact or omit to state a material fact that conflicts with statements made in official documents, regulatory filings, financial statements or communications to the public;

● Intentionally cause the Funds to fail to comply with applicable laws, rules and regulations, including failure to comply with the requirement of full, fair, accurate, understandable and timely disclosure in reports and documents that the Funds file with, or submit to, the SEC and in other public communications;

● Intentionally mislead or fail to provide material information to the independent auditors of the Funds or to the Board of Trustees/Directors or the officers of the Funds or their investment adviser(s) in connection with financial reporting matters;

● Intentionally cause a Fund to be financially disadvantaged or to bear unwarranted expenses;

● Retaliate against others for, or otherwise discourage the reporting of, actual or apparent violations of this Code.

Waivers. Covered Officers requesting a waiver of any of the provisions of the Executive Code must submit a written request for such waiver to the Compliance Department, setting forth the basis of such request and all necessary facts upon which such request can be evaluated.

The Compliance Department shall review such request and make a written determination thereon, which shall be binding. The Compliance Department may, in reviewing such request, consult in its discretion with legal counsel to the Funds, or the Board, if applicable.

In determining whether to waive any of the provisions of this Code, the Compliance Department shall consider whether the proposed waiver:

● Is prohibited by this Executive Code;

● Is consistent with honest and ethical conduct; and

● Will result in a conflict of interest between the Covered Officer’s personal and professional obligations to a Fund.

For purposes of clarification, a determination by a Board as to the appropriate handling of a conflict of interest that has been disclosed to it and that does not involve unethical or fraudulent conduct does not constitute a waiver of this Executive Code.

Sanctions. Any violation of this Executive Code shall be subject to the imposition of such sanctions as may be deemed appropriate under the circumstances and may include, without limitation, a letter of censure, suspension from employment or termination of employment.

B. POLICY IMPLEMENTATION

Each Covered Officer shall:

● Certify that he or she has received, read and understands his or her obligations under the Executive Code (upon becoming subject to the Executive Code and annually thereafter); and

● At least annually, all Covered Officers shall certify that they have compiled with the requirements of the Executive Code and that they have disclosed or reported violations of the Executive Code to the Chief Compliance Officer; and

● Promptly report to the Chief Compliance Officer of the Funds or the General Counsel if he or she becomes aware of any actual or perceived conflict of interest.

The Compliance Department shall:

● Maintain the current list of Covered Officers;

● Furnish each Covered Officer with this Executive Code when such individual becomes subject to the Executive Code and annually thereafter;

● Periodically inform each Covered Officer of his or her duties and obligations under this Executive Code;

● Provide Fund Treasury with information with respect to amendments to, or waivers of, this Executive Code;

● Provide the Boards with a quarterly report setting forth:

o A description of any report submitted by a Covered Officer of a conflict of interest or perceived conflict of interest and the disposition thereof;

o A description of any request for a waiver from the Executive Code and the disposition thereof;

o Any violation of the Executive Code that has been reported or detected and the sanction imposed;

o Any other significant information arising under the Executive Code.

Fund Treasury shall ensure that the applicable Form N-CSR:

● Provides disclosure to the effect that the Funds have adopted the Executive Code;

● Includes the current Executive Code as an exhibit; and

● Provides disclosure with respect to any waivers that have been granted under the Executive Code.

Amendments. At least annually, the Board of each Fund shall review the Executive Code and consider whether any amendments are necessary or desirable. Proposed amendments to the Executive Code shall be presented to the Boards for review and approval at such times other than the annual review as deemed necessary or desirable by the Chief Compliance Officer.

Approved by the Denver Board of the Oppenheimer Funds on August 2016

Approved by the New York of the Oppenheimer Funds on September 2016

Approved by OFI Legal and Compliance on July 2016

Exhibit A

Positions Covered by this Code of Ethics for Principal Executive and Financial Officers*

Each Oppenheimer fund

President (Principal Executive Officer)

Treasurer (Principal Financial Officer)

OppenheimerFunds, Inc., OFI Global Asset Management, Inc., OFI SteelPath, Inc., and VTL Associates, LLC

President (Principal Executive Officer)

Chief Executive Officer (Principal Executive Officer)

Chief Financial Officer Principal Financial Officer)

Treasurer (Principal Financial Officer)

* There are no other positions with the Funds, OFI, OFI Global, OFI SteelPath, Inc., or VTL Associates, LLC held by persons who perform similar functions to those listed above.

EX-99.CERT

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Arthur P. Steinmetz, certify that:

1. I have reviewed this report on Form N-CSR of Oppenheimer Integrity Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     2/15/2019

/s/ Arthur P. Steinmetz

Arthur P. Steinmetz

Principal Executive Officer

Exhibit 99.CERT

Section 302 Certifications

CERTIFICATIONS

I, Brian S. Petersen, certify that:

1. I have reviewed this report on Form N-CSR of Oppenheimer Integrity Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of Trustees (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     2/15/2019

/s/ Brian S. Petersen

Brian S. Petersen

Principal Financial Officer

EX-99.906CERT

EX-99.906CERT

Section 906 Certifications

CERTIFICATION PURSUANT TO 18 U.S.C SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Arthur P. Steinmetz, Principal Executive Officer, and Brian S. Petersen, Principal Financial Officer, of Oppenheimer Integrity Funds (the “Registrant”), each certify to the best of his knowledge that:

1. The Registrant’s periodic report on Form N-CSR for the period ended 12/31/2018 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

Principal Executive Officer	Principal Financial Officer
Oppenheimer Integrity Funds	Oppenheimer Integrity Funds
/s/ Arthur P. Steinmetz	/s/ Brian S. Petersen
Arthur P. Steinmetz	Brian S. Petersen
Date:    2/15/2019	Date:    2/15/2019