STATEMENT OF INVESTMENTS March 31, 2019 Unaudited
		Principal Amount	Value
Asset-Backed Securities—13.2%
Auto Loan—11.3%
American Credit Acceptance Receivables Trust:
Series 2015-3, Cl. D, 5.86%, 7/12/221	$	1,875,000$	1,876,958
Series 2017-4, Cl. B, 2.61%, 5/10/211		611,264	611,047
Series 2017-4, Cl. C, 2.94%, 1/10/241		2,831,000	2,827,060
Series 2017-4, Cl. D, 3.57%, 1/10/241		3,368,000	3,370,775
Series 2018-2, Cl. C, 3.70%, 7/10/241		4,275,000	4,295,919
Series 2018-3, Cl. B, 3.49%, 6/13/221		1,295,000	1,298,564
Series 2018-4, Cl. C, 3.97%, 1/13/251		2,935,000	2,976,109
AmeriCredit Automobile Receivables Trust:
Series 2017-2, Cl. D, 3.42%, 4/18/23		3,735,000	3,756,570
Series 2017-3, Cl. D, 3.18%, 7/18/23		4,000,000	4,011,303
Series 2017-4, Cl. D, 3.08%, 12/18/23		2,885,000	2,888,169
Series 2018-3, Cl. C, 3.74%, 10/18/24		4,225,000	4,325,845
Capital Auto Receivables Asset Trust:
Series 2017-1, Cl. D, 3.15%, 2/20/251		560,000	557,224
Series 2018-2, Cl. B, 3.48%, 10/20/231		2,025,000	2,043,320
Series 2018-2, Cl. C, 3.69%, 12/20/231		1,950,000	1,966,593
CarMax Auto Owner Trust:
Series 2015-2, Cl. D, 3.04%, 11/15/21		930,000	930,140
Series 2015-3, Cl. D, 3.27%, 3/15/22		3,045,000	3,039,903
Series 2016-1, Cl. D, 3.11%, 8/15/22		2,045,000	2,039,189
Series 2017-1, Cl. D, 3.43%, 7/17/23		2,675,000	2,684,221
Series 2017-4, Cl. D, 3.30%, 5/15/24		1,435,000	1,430,002
Series 2018-1, Cl. D, 3.37%, 7/15/24		1,095,000	1,096,549
Series 2018-4, Cl. C, 3.85%, 7/15/24		1,470,000	1,505,698
CIG Auto Receivables Trust, Series 2017-1A, Cl. A, 2.71%,
5/15/231		659,056	657,735
CPS Auto Receivables Trust:
Series 2018-A, Cl. B, 2.77%, 4/18/221		2,080,000	2,073,724
Series 2018-B, Cl. B, 3.23%, 7/15/221		2,480,000	2,485,572
CPS Auto Trust, Series 2017-A, Cl. B, 2.68%, 5/17/211		627,208	626,621
Credit Acceptance Auto Loan Trust:
Series 2017-3A, Cl. C, 3.48%, 10/15/261		2,865,000	2,866,504
Series 2018-1A, Cl. B, 3.60%, 4/15/271		1,990,000	2,005,844
Series 2018-1A, Cl. C, 3.77%, 6/15/271		2,840,000	2,862,140
Series 2018-2A, Cl. C, 4.16%, 9/15/271		2,530,000	2,588,235
Series 2018-3A, Cl. C, 4.04%, 12/15/271		3,585,000	3,641,770
Drive Auto Receivables Trust:
Series 2015-BA, Cl. D, 3.84%, 7/15/211		108,158	108,298
Series 2016-CA, Cl. D, 4.18%, 3/15/241		1,905,000	1,929,562
Series 2017-1, Cl. D, 3.84%, 3/15/23		3,675,000	3,704,599
Series 2018-1, Cl. D, 3.81%, 5/15/24		2,545,000	2,567,072
Series 2018-2, Cl. D, 4.14%, 8/15/24		4,985,000	5,071,502
Series 2018-3, Cl. C, 3.72%, 9/16/24		1,912,000	1,930,413
Series 2018-3, Cl. D, 4.30%, 9/16/24		3,340,000	3,411,976
Series 2018-5, Cl. C, 3.99%, 1/15/25		3,380,000	3,453,304
Series 2019-1, Cl. C, 3.78%, 4/15/25		5,345,000	5,427,275

1 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Auto Loan (Continued)
DT Auto Owner Trust:
Series 2016-4A, Cl. E, 6.49%, 9/15/231	$	3,005,000$	3,077,360
Series 2017-1A, Cl. D, 3.55%, 11/15/221		2,360,000	2,367,437
Series 2017-1A, Cl. E, 5.79%, 2/15/241		4,310,000	4,424,169
Series 2017-2A, Cl. D, 3.89%, 1/15/231		2,405,000	2,419,567
Series 2017-3A, Cl. D, 3.58%, 5/15/231		1,180,000	1,186,323
Series 2017-3A, Cl. E, 5.60%, 8/15/241		2,710,000	2,799,998
Series 2017-4A, Cl. D, 3.47%, 7/17/231		5,210,000	5,224,071
Series 2017-4A, Cl. E, 5.15%, 11/15/241		1,995,000	2,038,144
Series 2018-3A, Cl. B, 3.56%, 9/15/221		4,280,000	4,312,929
Series 2018-3A, Cl. C, 3.79%, 7/15/241		1,720,000	1,739,423
Exeter Automobile Receivables Trust:
Series 2018-1A, Cl. B, 2.75%, 4/15/221		2,255,000	2,252,531
Series 2018-4A, Cl. B, 3.64%, 11/15/221		3,575,000	3,605,966
Series 2019-1A, Cl. D, 4.13%, 12/16/241		3,000,000	3,068,552
Flagship Credit Auto Trust, Series 2016-1, Cl. C, 6.22%,
6/15/221		4,265,000	4,415,402
GLS Auto Receivables Trust:
Series 2018-1A, Cl. A, 2.82%, 7/15/222		3,026,065	3,021,700
Series 2018-3A, Cl. A, 3.35%, 8/15/221		1,678,967	1,681,669
GM Financial Automobile Leasing Trust:
Series 2017-3, Cl. C, 2.73%, 9/20/21		1,565,000	1,557,417
Series 2018-2, Cl. C, 3.50%, 4/20/22		2,245,000	2,256,289
GMF Floorplan Owner Revolving Trust:
Series 2018-3, Cl. B, 3.49%, 9/15/221		4,056,000	4,091,978
Series 2018-3, Cl. C, 3.68%, 9/15/221		3,435,000	3,466,177
Series 2018-4, Cl. B, 3.68%, 9/15/231		3,435,000	3,494,996
Series 2018-4, Cl. C, 3.88%, 9/15/231		4,295,000	4,370,649
Navistar Financial Dealer Note Master Owner Trust II:
Series 2017-1, Cl. C, 4.036% [US0001M+155], 6/27/221,3		750,000	750,923
Series 2017-1, Cl. D, 4.786% [US0001M+230], 6/27/221,3		865,000	865,437
Series 2018-1, Cl. A, 3.116% [US0001M+63], 9/25/231,3		1,830,000	1,833,394
Series 2018-1, Cl. B, 3.286% [US0001M+80], 9/25/231,3		2,165,000	2,167,840
Santander Drive Auto Receivables Trust:
Series 2017-1, Cl. D, 3.17%, 4/17/23		1,900,000	1,902,380
Series 2017-1, Cl. E, 5.05%, 7/15/241		5,845,000	5,980,045
Series 2017-2, Cl. D, 3.49%, 7/17/23		2,875,000	2,891,136
Series 2017-3, Cl. D, 3.20%, 11/15/23		3,750,000	3,748,294
Series 2018-1, Cl. D, 3.32%, 3/15/24		1,605,000	1,610,596
Series 2018-2, Cl. D, 3.88%, 2/15/24		2,665,000	2,704,672
Series 2018-3, Cl. C, 3.51%, 8/15/23		6,900,000	6,943,095
Series 2018-4, Cl. C, 3.56%, 7/15/24		4,880,000	4,930,464
Series 2018-5, Cl. C, 3.81%, 12/16/24		3,645,000	3,701,801
Santander Retail Auto Lease Trust, Series 2017-A, Cl. C,
2.96%, 11/21/221		2,575,000	2,570,422
TCF Auto Receivables Owner Trust, Series 2015-1A, Cl. D,
3.53%, 3/15/221		1,510,000	1,509,907
United Auto Credit Securitization Trust, Series 2018-1, Cl. C,
3.05%, 9/10/211		4,153,000	4,155,395

2 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Auto Loan (Continued)
Veros Automobile Receivables Trust, Series 2017-1, Cl. A,
2.84%, 4/17/231	$	450,459$	449,773
Westlake Automobile Receivables Trust:
Series 2016-1A, Cl. E, 6.52%, 6/15/221		3,485,000	3,500,868
Series 2017-2A, Cl. E, 4.63%, 7/15/241		4,070,000	4,100,586
Series 2018-1A, Cl. D, 3.41%, 5/15/231		4,490,000	4,502,193
Series 2018-3A, Cl. B, 3.32%, 10/16/231		3,067,000	3,077,715
			227,712,987
Credit Card—1.2%
GE Capital Credit Card Master Note Trust, Series 2012-7, Cl.
B, 2.21%, 9/15/22		2,705,000	2,694,649
World Financial Network Credit Card Master Trust:
Series 2018-A, Cl. A, 3.07%, 12/16/24		7,965,000	8,010,741
Series 2018-B, Cl. A, 3.46%, 7/15/25		3,870,000	3,939,407
Series 2018-C, Cl. A, 3.55%, 8/15/25		7,920,000	8,067,160
Series 2019-A, Cl. A, 3.14%, 12/15/25		2,490,000	2,515,502
			25,227,459
Equipment—0.5%
CCG Receivables Trust:
Series 2017-1, Cl. B, 2.75%, 11/14/231		2,915,000	2,906,754
Series 2018-1, Cl. B, 3.09%, 6/16/251		1,320,000	1,324,045
Series 2018-1, Cl. C, 3.42%, 6/16/251		381,000	382,240
Series 2018-2, Cl. C, 3.87%, 12/15/251		980,000	996,848
CNH Equipment Trust:
Series 2017-C, Cl. B, 2.54%, 5/15/25		960,000	952,794
Series 2019-A, Cl. A4, 3.22%, 1/15/26		1,910,000	1,936,655
Dell Equipment Finance Trust, Series 2018-1, Cl. B, 3.34%,
6/22/231		1,366,000	1,377,410
FRS I LLC, Series 2013-1A, Cl. A1, 1.80%, 4/15/431		11,200	11,191
			9,887,937
Loans:  Other—0.2%
Ameriquest Mortgage Securities, Inc. Asset-Backed Pass-
Through Certificates, Series 2005-R5, Cl. M2, 3.176%
[US0001M+69], 7/25/353		1,243,520	1,248,087
Dell Equipment Finance Trust, Series 2017-2, Cl. B, 2.47%,
10/24/221		955,000	950,883
Element Rail Leasing I LLC, Series 2014-1A, Cl. A1, 2.299%,
4/19/441		800,021	797,576
			2,996,546
Total Asset-Backed Securities (Cost $263,741,685)			265,824,929
Mortgage-Backed Obligations—43.5%
Government Agency—28.6%
FHLMC/FNMA/FHLB/Sponsored—24.9%
Federal Home Loan Mortgage Corp., Series 2018-HQA2, Cl. M1, 3.236%
[US0001M+75], 10/25/481,3		6,435,000	6,432,450

3 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
	Principal Amount		Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal Home Loan Mortgage Corp. Gold Pool:
5.50%, 9/1/39	$	1,108,176$	1,205,345
6.00%, 7/1/24-11/1/37		163,512	179,236
6.50%, 4/1/21-4/1/34		202,005	221,844
7.00%, 7/1/21-10/1/37		1,726,761	1,971,546
9.00%, 8/1/22-5/1/25		3,577	3,832
Federal Home Loan Mortgage Corp., Interest-Only Stripped Mtg.-Backed Security:
Series 183, Cl. IO, 88.913%, 4/1/274		178,562	38,128
Series 192, Cl. IO, 99.999%, 2/1/284		21,304	4,166
Series 206, Cl. IO, 3.111%, 12/15/294		45,648	12,655
Series 243, Cl. 6, 2.908%, 12/15/324		146,789	27,575
Series 304, Cl. C31, 9.481%, 12/15/274		2,883,013	234,044
Series 304, Cl. C45, 6.833%, 12/15/274		1,422,529	114,715
Series 304, Cl. C47, 5.55%, 12/15/274		1,383,688	116,695
Federal Home Loan Mortgage Corp., Mtg.-Linked Amortizing Global Debt
Securities, Series 2012-1, Cl. A10, 2.06%, 1/15/22		2,527,645	2,504,136
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		76,738,142	1,339,081
Series KC03, Cl. X1, 0.00%, 11/25/244,5		42,775,000	1,086,241
Federal Home Loan Mortgage Corp., Principal-Only Stripped Mtg.-Backed
Security, Series 176, Cl. PO, 4.207%, 6/1/266		25,268	23,200
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 151, Cl. F, 9.00%, 5/15/21		474	482
Series 1590, Cl. IA, 3.534% [LIBOR01M+105], 10/15/233		332,754	337,850
Series 2034, Cl. Z, 6.50%, 2/15/28		3,332	3,629
Series 2043, Cl. ZP, 6.50%, 4/15/28		499,384	553,664
Series 2046, Cl. G, 6.50%, 4/15/28		153,471	170,029
Series 2053, Cl. Z, 6.50%, 4/15/28		3,026	3,363
Series 2063, Cl. PG, 6.50%, 6/15/28		218,863	243,502
Series 2145, Cl. MZ, 6.50%, 4/15/29		70,643	79,143
Series 2148, Cl. ZA, 6.00%, 4/15/29		106,120	115,692
Series 2195, Cl. LH, 6.50%, 10/15/29		199,272	219,545
Series 2326, Cl. ZP, 6.50%, 6/15/31		52,252	57,117
Series 2341, Cl. FP, 3.384% [LIBOR01M+90], 7/15/313		111,778	114,383
Series 2423, Cl. MC, 7.00%, 3/15/32		383,356	434,151
Series 2461, Cl. PZ, 6.50%, 6/15/32		422,974	466,082
Series 2463, Cl. F, 3.484% [LIBOR01M+100], 6/15/323		401,801	412,923
Series 2635, Cl. AG, 3.50%, 5/15/32		339,971	344,215
Series 2676, Cl. KY, 5.00%, 9/15/23		379,230	392,077
Series 3010, Cl. WB, 4.50%, 7/15/20		23,383	23,419
Series 3025, Cl. SJ, 15.643% [-3.667 x LIBOR01M+2,475],
8/15/353		80,655	117,165
Series 3030, Cl. FL, 2.884% [LIBOR01M+40], 9/15/353		218,382	218,482
Series 3645, Cl. EH, 3.00%, 12/15/20		1,678	1,674
Series 3822, Cl. JA, 5.00%, 6/15/40		128,249	130,628
Series 3848, Cl. WL, 4.00%, 4/15/40		412,407	417,820
Series 3857, Cl. GL, 3.00%, 5/15/40		15,739	16,039
Series 4221, Cl. HJ, 1.50%, 7/15/23		484,014	475,183

4 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal Home Loan Mortgage Corp., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates,
Interest-Only Stripped Mtg.-Backed Security:
Series 2129, Cl. S, 53.451%, 2/15/294	$	239,332$	37,418
Series 2130, Cl. SC, 59.504%, 3/15/294		57,052	7,557
Series 2134, Cl. SB, 72.911%, 3/15/294		70,330	8,992
Series 2422, Cl. SJ, 0.00%, 1/15/324,5		245,247	43,875
Series 2493, Cl. S, 13.317%, 9/15/294		17,998	3,010
Series 2682, Cl. TQ, 99.999%, 10/15/334		518,369	78,975
Series 2796, Cl. SD, 73.153%, 7/15/264		113,616	13,123
Series 2920, Cl. S, 16.813%, 1/15/354		504,854	81,120
Series 2922, Cl. SE, 16.13%, 2/15/354		392,484	64,619
Series 2981, Cl. AS, 0.668%, 5/15/354		1,028,209	142,713
Series 2981, Cl. BS, 99.999%, 5/15/354		1,056,091	165,043
Series 3005, Cl. WI, 0.00%, 7/15/354,5		351,976	90,901
Series 3397, Cl. GS, 0.00%, 12/15/374,5		199,199	34,823
Series 3424, Cl. EI, 0.00%, 4/15/384,5		71,979	7,150
Series 3450, Cl. BI, 8.323%, 5/15/384		2,127,126	311,740
Series 3606, Cl. SN, 12.37%, 12/15/394		587,748	76,366
Series 4057, Cl. QI, 4.56%, 6/15/274		9,588,409	723,445
Series 4146, Cl. AI, 10.738%, 12/15/274		3,667,115	285,071
Series 4205, Cl. AI, 8.248%, 5/15/284		2,388,777	176,549
Series 4818, Cl. BI, 0.00%, 3/15/454,5		3,691,414	617,980
Federal Home Loan Mortgage Corp., STACR Trust, Series 2019-DNA1, Cl.
M2, 5.136% [US0001M+265], 1/25/491,3		4,380,000	4,457,798
Federal National Mortgage Assn.:
2.50%, 4/1/347		24,920,000	24,776,091
3.00%, 4/1/34-4/1/497		23,680,000	23,862,060
3.50%, 4/1/497		135,440,000	137,328,754
4.00%, 4/1/497		163,300,000	167,994,873
4.50%, 4/1/497		53,835,000	56,100,644
5.00%, 4/1/497		38,200,000	40,395,754
Federal National Mortgage Assn. Pool:
5.00%, 3/1/21		1,624	1,662
5.50%, 2/1/35-5/1/36		833,134	917,039
6.00%, 5/1/20		146	146
6.50%, 10/1/19-11/1/31		1,274,858	1,420,214
7.00%, 4/1/33-4/1/34		815,995	932,100
7.50%, 1/1/33-8/1/33		1,238,207	1,429,599
8.50%, 7/1/32		3,281	3,319
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 222, Cl. 2, 99.999%, 6/25/234		147,038	15,516
Series 247, Cl. 2, 0.00%, 10/25/234,5		16,303	1,803
Series 252, Cl. 2, 99.999%, 11/25/234		138,117	16,493
Series 254, Cl. 2, 99.999%, 1/25/244		273,177	34,743
Series 301, Cl. 2, 22.863%, 4/25/294		84,232	16,876
Series 303, Cl. IO, 55.842%, 11/25/294		19,534	4,413
Series 319, Cl. 2, 19.364%, 2/25/324		72,073	15,916
Series 320, Cl. 2, 63.38%, 4/25/324		1,480,006	342,221
Series 321, Cl. 2, 26.704%, 4/25/324		226,710	52,384

5 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
FHLMC/FNMA/FHLB/Sponsored (Continued)
Federal National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security: (Continued)
Series 324, Cl. 2, 17.54%, 7/25/324	$	101,152$	23,154
Series 331, Cl. 9, 9.169%, 2/25/334		820,170	166,823
Series 334, Cl. 14, 29.952%, 2/25/334		710,643	176,595
Series 334, Cl. 15, 11.377%, 2/25/334		472,191	100,784
Series 334, Cl. 17, 33.271%, 2/25/334		25,562	5,418
Series 339, Cl. 12, 0.00%, 6/25/334,5		540,468	121,638
Series 339, Cl. 7, 0.00%, 11/25/334,5		553,626	120,908
Series 343, Cl. 13, 99.999%, 9/25/334		639,413	135,271
Series 343, Cl. 18, 99.999%, 5/25/344		377,829	73,213
Series 345, Cl. 9, 0.00%, 1/25/344,5		283,953	59,765
Series 351, Cl. 10, 0.00%, 4/25/344,5		222,063	49,907
Series 351, Cl. 8, 0.00%, 4/25/344,5		394,390	88,529
Series 356, Cl. 10, 0.00%, 6/25/354,5		274,820	56,131
Series 356, Cl. 12, 0.00%, 2/25/354,5		135,749	28,034
Series 362, Cl. 13, 0.00%, 8/25/354,5		352,614	78,839
Series 364, Cl. 16, 0.00%, 9/25/354,5		491,544	100,152
Series 365, Cl. 16, 99.999%, 3/25/364,8		299,889	60,220
Federal National Mortgage Assn., Real Estate Mtg. Investment Conduit Multiclass Pass-Through Certificates:
Series 1993-104, Cl. ZB, 6.50%, 7/25/23		49,881	52,548
Series 1993-87, Cl. Z, 6.50%, 6/25/23		48,707	51,393
Series 1996-35, Cl. Z, 7.00%, 7/25/26		17,539	19,023
Series 1998-58, Cl. PC, 6.50%, 10/25/28		114,422	125,393
Series 1998-61, Cl. PL, 6.00%, 11/25/28		155,029	169,520
Series 1999-54, Cl. LH, 6.50%, 11/25/29		233,895	256,362
Series 1999-60, Cl. PG, 7.50%, 12/25/29		1,144,208	1,289,214
Series 2001-51, Cl. OD, 6.50%, 10/25/31		186,553	197,666
Series 2002-56, Cl. FN, 3.486% [LIBOR01M+100], 7/25/323		133,083	136,759
Series 2003-130, Cl. CS, 9.129% [-2 x LIBOR01M+1,410],
12/25/333		114,623	117,812
Series 2003-21, Cl. FK, 2.886% [LIBOR01M+40], 3/25/333		35,280	35,407
Series 2005-104, Cl. MC, 5.50%, 12/25/25		734,057	762,580
Series 2005-109, Cl. AH, 5.50%, 12/25/25		2,120,233	2,181,905
Series 2005-31, Cl. PB, 5.50%, 4/25/35		2,480,000	2,733,339
Series 2005-71, Cl. DB, 4.50%, 8/25/25		164,677	167,148
Series 2005-73, Cl. DF, 2.736% [LIBOR01M+25], 8/25/353		173,614	173,421
Series 2006-50, Cl. SK, 15.087% [-3.667 x
LIBOR01M+2,420], 6/25/363		295,813	423,885
Series 2008-75, Cl. DB, 4.50%, 9/25/23		12	12
Series 2009-113, Cl. DB, 3.00%, 12/25/20		19,688	19,609
Series 2009-36, Cl. FA, 3.426% [LIBOR01M+94], 6/25/373		152,828	156,655
Series 2009-70, Cl. TL, 4.00%, 8/25/19		110	110
Series 2010-43, Cl. KG, 3.00%, 1/25/21		10,091	10,078
Series 2011-15, Cl. DA, 4.00%, 3/25/41		92,742	94,648
Series 2011-3, Cl. EL, 3.00%, 5/25/20		15,900	15,843
Series 2011-3, Cl. KA, 5.00%, 4/25/40		689,255	721,541
Series 2011-38, Cl. AH, 2.75%, 5/25/20		4	4
Series 2011-82, Cl. AD, 4.00%, 8/25/26		42,151	42,169

6 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:
Series 2001-15, Cl. SA, 99.999%, 3/17/314	$	9,156$	871
Series 2001-61, Cl. SE, 7.845%, 11/18/314		112,236	19,216
Series 2001-65, Cl. S, 10.941%, 11/25/314		238,477	45,069
Series 2001-81, Cl. S, 12.659%, 1/25/324		34,311	6,013
Series 2002-12, Cl. SB, 25.858%, 7/25/314		54,809	9,346
Series 2002-2, Cl. SW, 28.374%, 2/25/324		65,658	11,814
Series 2002-38, Cl. SO, 40.541%, 4/25/324		40,076	6,820
Series 2002-41, Cl. S, 20.151%, 7/25/324		345,134	56,992
Series 2002-47, Cl. NS, 12.163%, 4/25/324		110,449	20,372
Series 2002-5, Cl. SD, 99.999%, 2/25/324		45,925	6,826
Series 2002-51, Cl. S, 12.461%, 8/25/324		101,414	18,706
Series 2002-52, Cl. SD, 44.617%, 9/25/324		159,711	30,808
Series 2002-60, Cl. SM, 0.932%, 8/25/324		319,870	47,499
Series 2002-60, Cl. SY, 99.999%, 4/25/324		313,390	10,284
Series 2002-64, Cl. SD, 11.307%, 4/25/274		141,268	20,043
Series 2002-7, Cl. SK, 4.51%, 1/25/324		193,805	31,968
Series 2002-75, Cl. SA, 12.319%, 11/25/324		191,604	34,651
Series 2002-77, Cl. BS, 12.342%, 12/18/324		383,063	66,249
Series 2002-77, Cl. IS, 29.582%, 12/18/324		68,278	13,425
Series 2002-77, Cl. SH, 11.995%, 12/18/324		48,475	8,031
Series 2002-84, Cl. SA, 5.062%, 12/25/324		50,097	9,824
Series 2002-89, Cl. S, 37.478%, 1/25/334		478,189	94,074
Series 2002-9, Cl. MS, 12.311%, 3/25/324		2,991	573
Series 2002-90, Cl. SN, 0.00%, 8/25/324,5		291,039	47,179
Series 2002-90, Cl. SY, 2.465%, 9/25/324		159,254	25,777
Series 2003-14, Cl. OI, 37.678%, 3/25/334		715,578	158,080
Series 2003-26, Cl. IK, 61.633%, 4/25/334		316,139	70,227
Series 2003-33, Cl. SP, 7.403%, 5/25/334		310,060	60,465
Series 2003-4, Cl. S, 3.138%, 2/25/334		91,579	18,285
Series 2003-52, Cl. NS, 0.00%, 6/25/234,5		858,007	48,302
Series 2004-54, Cl. DS, 56.176%, 11/25/304		30,729	4,484
Series 2004-56, Cl. SE, 6.041%, 10/25/334		417,821	78,125
Series 2005-12, Cl. SC, 20.795%, 3/25/354		180,923	27,211
Series 2005-40, Cl. SA, 25.617%, 5/25/354		280,850	44,969
Series 2005-52, Cl. JH, 29.408%, 5/25/354		581,383	87,347
Series 2005-6, Cl. SE, 45.727%, 2/25/354		553,573	91,846
Series 2005-93, Cl. SI, 0.00%, 10/25/354,5		364,088	54,744
Series 2006-53, Cl. US, 16.151%, 6/25/364		27,855	4,475
Series 2008-55, Cl. SA, 0.00%, 7/25/384,5		222,981	26,965
Series 2009-8, Cl. BS, 0.00%, 2/25/244,5		7,829	410
Series 2011-96, Cl. SA, 5.038%, 10/25/414		840,563	134,051
Series 2012-121, Cl. IB, 8.077%, 11/25/274		3,975,299	322,611
Series 2012-134, Cl. SA, 0.00%, 12/25/424,5		2,411,282	455,806
Series 2012-40, Cl. PI, 26.585%, 4/25/414		1,658,645	206,192
Series 2015-57, Cl. LI, 5.983%, 8/25/354		8,401,977	1,222,316
Series 2016-45, Cl. MI, 8.547%, 7/25/464		2,435,579	546,577
Series 2017-66, Cl. AS, 0.00%, 9/25/474,5		20,298,060	2,971,821

7 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
	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 2018-16, Cl. NI, 0.156%, 12/25/444	$	1,870,964$	284,709
Series 2018-69, Cl. CI, 0.00%, 10/25/464,5		4,207,749	426,487
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		47,081	44,409
			503,386,803
GNMA/Guaranteed—3.7%
Government National Mortgage Assn. II Pool:
3.50%, 4/1/497		69,445,000	70,980,386
3.75% [H15T1Y+150], 7/20/25-7/20/273		3,913	4,030
11.00%, 10/20/19		8	8
Government National Mortgage Assn., Interest-Only Stripped Mtg.-Backed Security:
Series 2002-15, Cl. SM, 99.999%, 2/16/324		162,832	1,098
Series 2002-41, Cl. GS, 99.999%, 6/16/324		14,960	231
Series 2002-76, Cl. SY, 8.628%, 12/16/264		60,573	149
Series 2007-17, Cl. AI, 41.99%, 4/16/374		1,235,294	180,878
Series 2011-52, Cl. HS, 18.885%, 4/16/414		3,728,398	545,727
Series 2017-136, Cl. LI, 6.988%, 9/16/474		7,519,473	1,461,617
Series 2017-149, Cl. GS, 0.00%, 10/16/474,5		7,865,016	1,207,067
			74,381,191
Non-Agency—14.9%
Commercial—7.2%
BANK, Interest-Only Stripped Mtg.-Backed Security, Series 2019-BN16, Cl.
XA, 10.805%, 2/15/524		24,725,317	1,831,132
BCAP LLC Trust, Series 2011-R11, Cl. 18A5, 4.69% [H15T1Y+210],
9/26/351,3		79,608	79,951
Benchmark Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through
Certificates, Series 2018-B1, Cl. XA, 10.646%, 1/15/514		35,411,180	1,299,056
Capital Lease Funding Securitization LP, Interest-Only Commercial Mtg.
Pass-Through Certificates, Series 1997-CTL1, Cl. IO, 0.00%, 6/22/241,4,5,9		67,862	1,227
CD Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through
Certificates, Series 2017-CD6, Cl. XA, 12.622%, 11/13/504		11,731,469	672,596
Chase Mortgage Finance Trust, Series 2005-A2, Cl. 1A3, 4.349%, 1/25/3610		997,843	975,855
Citigroup Commercial Mortgage Trust:
Series 2012-GC8, Cl. AAB, 2.608%, 9/10/45		1,282,523	1,278,428
Series 2014-GC21, Cl. AAB, 3.477%, 5/10/47		1,515,000	1,542,454
Citigroup Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-Through Certificates:
Series 2013-GC17, Cl. XA, 0.00%, 11/10/464,5		13,228,950	540,225
Series 2017-C4, Cl. XA, 11.938%, 10/12/504		30,978,551	2,126,724
COMM Mortgage Trust:
Series 2013-CR6, Cl. AM, 3.147%, 3/10/461		2,945,000	2,952,650
Series 2014-CR17, Cl. ASB, 3.598%, 5/10/47		5,065,000	5,169,188
Series 2014-CR20, Cl. ASB, 3.305%, 11/10/47		1,020,000	1,036,129
Series 2014-CR21, Cl. AM, 3.987%, 12/10/47		6,135,175	6,316,564
Series 2014-LC15, Cl. AM, 4.198%, 4/10/47		2,865,000	2,984,511

8 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Commercial (Continued)
COMM Mortgage Trust: (Continued)
Series 2014-UBS6, Cl. AM, 4.048%, 12/10/47	$	5,720,000$	5,846,725
Series 2015-CR22, Cl. A2, 2.856%, 3/10/48		1,948,722	1,947,224
COMM Mortgage Trust, Interest-Only Stripped Mtg.-Backed Security, Series
2012-CR5, Cl. XA, 21.535%, 12/10/454		12,464,529	588,794
CSMC Mortgage-Backed Trust, Series 2006-6, Cl. 1A4, 6.00%, 7/25/36		868,302	711,299
Federal Home Loan Mortgage Corp., Series 2019-HQA1, Cl. M2, 4.836%
[US0001M+235], 2/25/491,3		3,150,000	3,175,447
First Horizon Alternative Mortgage Securities Trust, Series 2005-FA8, Cl.
1A6, 3.136% [US0001M+65], 11/25/353		726,018	520,534
FREMF Mortgage Trust:
Series 2010-K6, Cl. B, 5.375%, 12/25/461,10		900,000	914,549
Series 2012-K710, Cl. B, 3.933%, 6/25/471,10		1,145,027	1,143,042
Series 2012-K711, Cl. B, 3.519%, 8/25/451,10		490,000	489,658
Series 2012-K711, Cl. C, 3.519%, 8/25/451,10		2,155,000	2,152,353
Series 2013-K25, Cl. C, 3.623%, 11/25/451,10		605,000	608,895
Series 2013-K26, Cl. C, 3.598%, 12/25/451,10		1,165,000	1,171,910
Series 2013-K27, Cl. C, 3.496%, 1/25/461,10		650,000	651,834
Series 2013-K28, Cl. C, 3.49%, 6/25/461,10		2,580,000	2,588,118
Series 2013-K712, Cl. C, 3.359%, 5/25/451,10		1,185,000	1,184,005
Series 2013-K713, Cl. C, 3.155%, 4/25/461,10		3,220,000	3,213,870
Series 2014-K714, Cl. C, 3.855%, 1/25/471,10		815,402	823,604
Series 2014-K715, Cl. C, 4.122%, 2/25/461,10		2,603,236	2,635,668
Series 2015-K44, Cl. B, 3.683%, 1/25/481,10		1,175,000	1,188,584
Series 2017-K62, Cl. B, 3.875%, 1/25/501,10		1,040,000	1,049,158
Series 2017-K724, Cl. B, 3.487%, 11/25/231,10		780,000	771,810
GS Mortgage Securities Trust:
Series 2012-GC6, Cl. A3, 3.482%, 1/10/45		1,414,657	1,435,608
Series 2012-GC6, Cl. AS, 4.948%, 1/10/451		1,666,000	1,746,516
Series 2013-GC12, Cl. AAB, 2.678%, 6/10/46		450,617	448,571
Series 2013-GC16, Cl. AS, 4.649%, 11/10/46		974,215	1,040,082
Series 2014-GC18, Cl. AAB, 3.648%, 1/10/47		1,287,822	1,310,510
GSMSC Pass-Through Trust, Series 2009-3R, Cl. 1A2, 6.00%, 4/25/371,10		1,480,239	1,417,923
JP Morgan Chase Commercial Mortgage Securities Trust:
Series 2012-LC9, Cl. A4, 2.611%, 12/15/47		159,915	159,765
Series 2013-C10, Cl. AS, 3.372%, 12/15/47		4,205,000	4,246,772
Series 2013-C16, Cl. AS, 4.517%, 12/15/46		3,490,000	3,693,043
Series 2013-LC11, Cl. AS, 3.216%, 4/15/46		1,722,000	1,727,422
Series 2014-C20, Cl. AS, 4.043%, 7/15/47		3,950,000	4,101,229
Series 2016-JP3, Cl. A2, 2.435%, 8/15/49		2,733,522	2,708,828
JP Morgan Mortgage Trust, Series 2007-A1, Cl. 5A1, 4.687%, 7/25/3510		797,576	822,059
JP Morgan Resecuritization Trust, Series 2009-5, Cl. 1A2, 4.542%,
7/26/361,10		1,078,257	1,079,585
JPMBB Commercial Mortgage Securities Trust:
Series 2014-C18, Cl. A3, 3.578%, 2/15/47		875,710	883,972
Series 2014-C19, Cl. ASB, 3.584%, 4/15/47		603,522	614,738
Series 2014-C24, Cl. B, 4.116%, 11/15/4710		2,630,000	2,692,454
Series 2014-C25, Cl. AS, 4.065%, 11/15/47		6,036,000	6,261,312
Series 2015-C28, Cl. AS, 3.532%, 10/15/48		3,400,000	3,445,183

9 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Commercial (Continued)
JPMBB Commercial Mortgage Securities Trust., Interest-Only Stripped Mtg.-
Backed Security, Series 2015-C27, Cl. XA, 24.311%, 2/15/484	$	47,930,110$	2,232,915
LB Commercial Conduit Mortgage Trust, Interest-Only Stripped Mtg.-Backed
Security, Series 1998-C1, Cl. IO, 0.00%, 2/18/304,5		43,007	3
Lehman Structured Securities Corp., Series 2002-GE1, Cl. A, 0.00%,
7/26/241,9,10		16,875	11,731
Morgan Stanley Bank of America Merrill Lynch Trust:
Series 2013-C7, Cl. AAB, 2.469%, 2/15/46		1,260,586	1,253,976
Series 2013-C9, Cl. AS, 3.456%, 5/15/46		5,230,000	5,305,493
Series 2014-C19, Cl. AS, 3.832%, 12/15/47		5,035,000	5,163,752
Morgan Stanley Capital I Trust:
Series 2011-C1, Cl. A4, 5.033%, 9/15/471,10		1,488,816	1,526,549
Series 2011-C2, Cl. A4, 4.661%, 6/15/441		1,815,000	1,869,994
Morgan Stanley Capital I, Inc., Interest-Only Commercial Mtg. Pass-Through
Certificates, Series 2017-HR2, Cl. XA, 10.363%, 12/15/504		13,246,664	736,683
Morgan Stanley Re-Remic Trust, Series 2012-R3, Cl. 1B, 3.644%,
11/26/361,10		2,148,155	2,000,120
Morgan Stanley Resecuritization Trust, Series 2013-R9, Cl. 3A, 3.912%,
6/26/461,10		333,886	334,521
RBSSP Resecuritization Trust, Series 2010-1, Cl. 2A1, 4.433%, 7/26/451,10		180,564	185,537
UBS Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-
Through Certificates, Series 2017-C5, Cl. XA, 12.272%, 11/15/504		20,151,867	1,241,387
Wells Fargo Commercial Mortgage Trust, Series 2015-NXS1, Cl. ASB,
2.934%, 5/15/48		5,135,000	5,144,245
Wells Fargo Commercial Mortgage Trust, Interest-Only Commercial Mtg.
Pass-Through Certificates, Series 2017-C42, Cl. XA, 10.338%, 12/15/504		18,450,264	1,170,896
Wells Fargo Mortgage Backed Securities Trust, Series 2019-1, Cl. A7,
4.00%, 11/25/481,10		2,398,866	2,442,098
WF-RBS Commercial Mortgage Trust:
Series 2013-C14, Cl. AS, 3.488%, 6/15/46		2,330,000	2,353,718
Series 2014-C20, Cl. AS, 4.176%, 5/15/47		1,693,000	1,756,661
Series 2014-C22, Cl. A3, 3.528%, 9/15/57		675,000	685,668
Series 2014-C25, Cl. AS, 3.984%, 11/15/47		5,225,000	5,363,574
Series 2014-LC14, Cl. AS, 4.351%, 3/15/4710		2,174,838	2,283,111
WF-RBS Commercial Mortgage Trust, Interest-Only Commercial Mtg. Pass-
Through Certificates, Series 2011-C3, Cl. XA, 29.685%, 3/15/441,4		14,085,926	304,598
			145,386,573
Residential—7.7%
Alternative Loan Trust, Series 2005-29CB, Cl. A4, 5.00%, 7/25/35		595,968	511,731
Banc of America Funding Trust:
Series 2007-1, Cl. 1A3, 6.00%, 1/25/37		398,228	370,839
Series 2007-C, Cl. 1A4, 4.622%, 5/20/3610		170,496	169,246
Series 2014-R7, Cl. 3A1, 4.954%, 3/26/361,10		567,363	568,845
Banc of America Mortgage Trust, Series 2007-1, Cl. 1A24, 6.00%, 3/25/37		450,654	418,969
Bear Stearns ARM Trust:
Series 2005-9, Cl. A1, 4.73% [H15T1Y+230], 10/25/353		491,660	499,014
Series 2006-1, Cl. A1, 4.91% [H15T1Y+225], 2/25/363		1,369,669	1,384,991

10 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Residential (Continued)
Chase Funding Trust, Series 2003-2, Cl. 2A2, 3.046% [US0001M+56],
2/25/333	$	362,314$	352,464
CHL Mortgage Pass-Through Trust:
Series 2005-26, Cl. 1A8, 5.50%, 11/25/35		399,279	360,407
Series 2006-6, Cl. A3, 6.00%, 4/25/36		354,581	289,606
Citigroup Mortgage Loan Trust, Inc., Series 2006-AR1, Cl. 1A1, 4.97%
[H15T1Y+240], 10/25/353		2,558,198	2,596,454
Connecticut Avenue Securities:
Series 2014-C02, Cl. 1M2, 5.086% [US0001M+260],
5/25/243		4,594,135	4,820,286
Series 2014-C03, Cl. 1M2, 5.486% [US0001M+300],
7/25/243		4,511,321	4,793,023
Series 2014-C03, Cl. 2M2, 5.386% [US0001M+290],
7/25/243		1,493,825	1,565,292
Series 2016-C02, Cl. 1M2, 8.486% [US0001M+600],
9/25/283		2,063,474	2,353,069
Series 2016-C03, Cl. 1M1, 4.486% [US0001M+200],
10/25/283		753,349	759,251
Series 2017-C02, Cl. 2M1, 3.636% [US0001M+115],
9/25/293		3,804,891	3,816,829
Series 2017-C03, Cl. 1M1, 3.436% [US0001M+95],
10/25/293		4,415,191	4,424,507
Series 2017-C07, Cl. 1M2, 4.886% [US0001M+240],
5/25/303		2,970,000	3,036,251
Series 2018-C01, Cl. 1M1, 3.086% [US0001M+60], 7/25/303		6,250,507	6,238,604
Series 2018-C02, Cl. 2M2, 4.686% [US0001M+220],
8/25/303		3,930,000	3,923,550
Series 2018-C03, Cl. 1M1, 3.166% [US0001M+68],
10/25/303		5,025,337	5,024,962
Series 2018-C03, Cl. 1M2, 4.636% [US0001M+215],
10/25/303		4,558,000	4,557,831
Series 2018-C04, Cl. 2M2, 5.036% [US0001M+255],
12/25/303		4,450,000	4,484,464
Series 2018-C05, Cl. 1M1, 3.206% [US0001M+72], 1/25/313		1,615,798	1,615,975
Series 2018-C05, Cl. 1M2, 4.836% [US0001M+235],
1/25/313		1,950,000	1,960,891
Series 2018-C06, Cl. 2M1, 3.036% [US0001M+55], 3/25/313		682,751	681,947
Series 2018-C06, Cl. 2M2, 4.586% [US0001M+210],
3/25/313		5,200,000	5,140,853
Connecticut Avenue Securities Trust:
Series 2019-R01, Cl. 2M2, 4.936% [US0001M+245],
7/25/311,3		4,570,000	4,583,385
Series 2019-R02, Cl. 1M1, 3.336% [US0001M+85],
8/25/311,3		4,935,000	4,947,793
Countrywide Alternative Loan Trust, Series 2005-21CB, Cl. A7, 5.50%,
6/25/35		1,105,425	1,043,980
GSR Mortgage Loan Trust, Series 2005-AR4, Cl. 6A1, 4.329%, 7/25/3510		262,858	265,541
HomeBanc Mortgage Trust, Series 2005-3, Cl. A2, 2.796% [US0001M+31],
7/25/353		278,101	276,990

11 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Residential (Continued)
RALI Trust:
Series 2006-QS13, Cl. 1A8, 6.00%, 9/25/36	$	104,614$	93,020
Series 2007-QS6, Cl. A28, 5.75%, 4/25/37		532,224	491,373
Residential Asset Securitization Trust, Series 2005-A6CB, Cl. A7, 6.00%,
6/25/35		287,203	263,846
STACR Trust:
Series 2018-DNA2, Cl. M1, 3.286% [US0001M+80],
12/25/301,3		6,600,000	6,600,910
Series 2018-DNA3, Cl. M1, 3.236% [US0001M+75],
9/25/481,3		1,165,000	1,164,277
Series 2018-DNA3, Cl. M2, 4.586% [US0001M+210],
9/25/481,3		4,835,000	4,777,927
Series 2018-HRP2, Cl. M2, 3.736% [US0001M+125],
2/25/471,3		3,480,000	3,496,229
Structured Agency Credit Risk Debt Nts.:
Series 2013-DN2, Cl. M2, 6.736% [US0001M+425],
11/25/233		3,836,787	4,193,425
Series 2014-DN1, Cl. M2, 4.686% [US0001M+220],
2/25/243		606,549	617,120
Series 2014-DN1, Cl. M3, 6.986% [US0001M+450],
2/25/243		3,595,000	4,009,671
Series 2014-DN2, Cl. M3, 6.086% [US0001M+360],
4/25/243		4,610,000	4,982,242
Series 2014-HQ2, Cl. M3, 6.236% [US0001M+375],
9/25/243		4,050,000	4,485,235
Series 2015-HQA2, Cl. M2, 5.286% [US0001M+280],
5/25/283		702,066	716,219
Series 2016-DNA1, Cl. M2, 5.39% [US0001M+290],
7/25/283		1,022,928	1,041,003
Series 2016-DNA4, Cl. M3, 6.286% [US0001M+380],
3/25/293		4,040,000	4,445,128
Series 2016-HQA3, Cl. M3, 6.336% [US0001M+385],
3/25/293		2,800,000	3,093,160
Series 2016-HQA4, Cl. M3, 6.386% [US0001M+390],
4/25/293		3,995,000	4,416,026
Series 2017-HQA1, Cl. M1, 3.686% [US0001M+120],
8/25/293		6,071,068	6,088,179
Series 2018-DNA1, Cl. M1, 2.936% [US0001M+45],
7/25/303		8,819,455	8,782,598
Series 2018-DNA1, Cl. M2, 4.286% [US0001M+180],
7/25/303		6,665,000	6,516,618
WaMu Mortgage Pass-Through Certificates Trust:
Series 2003-AR10, Cl. A7, 4.481%, 10/25/3310		561,228	571,267
Series 2005-AR14, Cl. 1A4, 4.193%, 12/25/3510		742,705	736,875
Series 2005-AR16, Cl. 1A1, 4.256%, 12/25/3510		686,603	685,966
Wells Fargo Mortgage-Backed Securities Trust:
Series 2005-AR15, Cl. 1A2, 4.667%, 9/25/3510		954,737	935,464
Series 2005-AR15, Cl. 1A6, 4.667%, 9/25/3510		79,246	76,974
Series 2005-AR4, Cl. 2A2, 5.086%, 4/25/3510		1,972,605	1,997,222
Series 2006-AR10, Cl. 1A1, 4.704%, 7/25/3610		531,386	535,101

12 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Residential (Continued)
Wells Fargo Mortgage-Backed Securities Trust: (Continued)
Series 2006-AR10, Cl. 5A5, 4.542%, 7/25/3610	$	1,477,791$	1,485,177
Series 2006-AR2, Cl. 2A3, 4.954%, 3/25/3610		750,285	763,776
Series 2006-AR7, Cl. 2A4, 4.42%, 5/25/3610		313,644	322,674
Series 2007-16, Cl. 1A1, 6.00%, 12/28/37		218,927	217,769
			156,440,311
Total Mortgage-Backed Obligations (Cost $874,378,673)			879,594,878
U.S. Government Obligation—0.4%
United States Treasury Nts., 1.50%, 5/31/1911 (Cost
$7,481,653)		7,480,000	7,468,183
Corporate Bonds and Notes—48.6%
Consumer Discretionary—8.0%
Automobiles—2.0%
Daimler Finance North America LLC, 3.75% Sr. Unsec. Nts.,
11/5/211		4,549,000	4,630,939
General Motors Co., 6.25% Sr. Unsec. Nts., 10/2/43		1,336,000	1,338,931
General Motors Financial Co., Inc.:
4.15% Sr. Unsec. Nts., 6/19/23		4,949,000	5,000,452
4.20% Sr. Unsec. Nts., 11/6/21		4,217,000	4,299,389
Harley-Davidson Financial Services, Inc., 2.40% Sr. Unsec.
Nts., 6/15/201		5,210,000	5,151,744
Hyundai Capital America:
1.75% Sr. Unsec. Nts., 9/27/191		4,062,000	4,041,918
4.125% Sr. Unsec. Nts., 6/8/231		5,286,000	5,390,535
Nissan Motor Acceptance Corp., 3.65% Sr. Unsec. Nts.,
9/21/211		5,177,000	5,207,302
Volkswagen Group of America Finance LLC, 4.00% Sr. Unsec.
Nts., 11/12/211		4,990,000	5,093,986
			40,155,196
Diversified Consumer Services—0.3%
Service Corp. International, 4.625% Sr. Unsec. Nts., 12/15/27		5,228,000	5,214,930
Entertainment—0.3%
Fox Corp., 3.666% Sr. Unsec. Nts., 1/25/221		3,885,000	3,964,422
Viacom, Inc., 4.375% Sr. Unsec. Nts., 3/15/43		1,670,000	1,501,577
Walt Disney Co. (The), 4.75% Sr. Unsec. Nts., 11/15/461		1,464,000	1,706,285
			7,172,284
Hotels, Restaurants & Leisure—0.6%
Aramark Services, Inc., 5.00% Sr. Unsec. Nts., 4/1/251		4,805,000	4,932,333
Marriott International, Inc., 3.245% [US0003M+65] Sr.
Unsec. Nts., 3/8/213		3,251,000	3,260,058
Royal Caribbean Cruises Ltd., 2.65% Sr. Unsec. Nts., 11/28/20		4,419,000	4,416,015
			12,608,406

13 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Household Durables—1.1%
DR Horton, Inc., 2.55% Sr. Unsec. Nts., 12/1/20	$	5,392,000$	5,359,395
Lennar Corp., 4.75% Sr. Unsec. Nts., 5/30/25		5,255,000	5,392,944
Newell Brands, Inc.:
5.00% Sr. Unsec. Nts., 11/15/23		1,633,000	1,639,012
5.50% Sr. Unsec. Nts., 4/1/46		1,681,000	1,520,935
PulteGroup, Inc., 5.00% Sr. Unsec. Nts., 1/15/27		3,727,000	3,731,659
Toll Brothers Finance Corp.:
4.375% Sr. Unsec. Nts., 4/15/23		2,711,000	2,727,944
4.875% Sr. Unsec. Nts., 3/15/27		1,445,000	1,426,490
			21,798,379
Internet & Catalog Retail—0.5%
Amazon.com, Inc., 4.95% Sr. Unsec. Nts., 12/5/44		1,691,000	2,027,149
QVC, Inc., 4.45% Sr. Sec. Nts., 2/15/25		8,060,000	8,058,969
			10,086,118
Media—1.6%
CBS Corp., 4.20% Sr. Unsec. Nts., 6/1/29		2,505,000	2,527,177
Charter Communications Operating LLC/Charter
Communications Operating Capital, 5.375% Sr. Sec. Nts.,
5/1/47		1,011,000	1,008,825
Comcast Corp.:
3.95% Sr. Unsec. Nts., 10/15/25		3,497,000	3,662,072
4.00% Sr. Unsec. Nts., 3/1/48		1,434,000	1,410,528
Interpublic Group of Cos., Inc. (The):
3.75% Sr. Unsec. Nts., 10/1/21		4,207,000	4,282,893
4.20% Sr. Unsec. Nts., 4/15/24		5,050,000	5,200,062
Sky Ltd., 3.75% Sr. Unsec. Nts., 9/16/241		2,363,000	2,450,121
Time Warner Cable LLC, 4.50% Sr. Unsec. Unsub. Nts.,
9/15/42		1,811,000	1,592,008
Virgin Media Secured Finance plc, 5.25% Sr. Sec. Nts.,
1/15/261		5,176,000	5,227,760
WPP Finance 2010, 3.75% Sr. Unsec. Nts., 9/19/24		5,208,000	5,142,185
			32,503,631
Specialty Retail—1.1%
AutoNation, Inc., 5.50% Sr. Unsec. Nts., 2/1/20		4,973,000	5,072,799
AutoZone, Inc., 1.625% Sr. Unsec. Nts., 4/21/19		689,000	688,354
L Brands, Inc., 5.625% Sr. Unsec. Nts., 2/15/22		4,781,000	4,984,193
Penske Truck Leasing Co. LP/PTL Finance Corp., 3.65% Sr.
Unsec. Nts., 7/29/211		1,715,000	1,739,124
Ross Stores, Inc., 3.375% Sr. Unsec. Nts., 9/15/24		5,507,000	5,610,815
Signet UK Finance plc, 4.70% Sr. Unsec. Nts., 6/15/24		4,650,000	3,975,750
			22,071,035
Textiles, Apparel & Luxury Goods—0.5%
Hanesbrands, Inc., 4.875% Sr. Unsec. Nts., 5/15/261		5,153,000	5,109,715

14 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Textiles, Apparel & Luxury Goods (Continued)
Levi Strauss & Co., 5.00% Sr. Unsec. Nts., 5/1/25	$	4,854,000$	5,023,890
			10,133,605
Consumer Staples—4.9%
Beverages—1.1%
Anheuser-Busch InBev Worldwide, Inc., 8.20% Sr. Unsec.
Unsub. Nts., 1/15/39		3,126,000	4,357,613
Bacardi Ltd., 4.70% Sr. Unsec. Nts., 5/15/281		2,674,000	2,680,387
Keurig Dr Pepper, Inc., 4.057% Sr. Unsec. Nts., 5/25/231		4,929,000	5,074,838
Molson Coors Brewing Co., 2.10% Sr. Unsec. Nts., 7/15/21		5,266,000	5,167,849
Pernod Ricard SA, 4.25% Sr. Unsec. Nts., 7/15/221		4,732,000	4,914,780
			22,195,467
Food & Staples Retailing—0.0%
Kroger Co. (The), 4.45% Sr. Unsec. Nts., 2/1/47		1,486,000	1,354,446
Food Products—2.8%
Bunge Ltd. Finance Corp.:
3.25% Sr. Unsec. Nts., 8/15/26		3,613,000	3,249,762
3.50% Sr. Unsec. Nts., 11/24/20		4,884,000	4,910,087
Campbell Soup Co., 3.30% Sr. Unsec. Nts., 3/15/21		5,029,000	5,063,096
Conagra Brands, Inc.:
3.80% Sr. Unsec. Nts., 10/22/21		4,101,000	4,179,002
4.60% Sr. Unsec. Nts., 11/1/25		5,142,000	5,415,447
Kraft Heinz Foods Co.:
2.80% Sr. Unsec. Nts., 7/2/20		5,281,000	5,274,119
4.375% Sr. Unsec. Nts., 6/1/46		3,223,000	2,805,295
Lamb Weston Holdings, Inc., 4.875% Sr. Unsec. Nts., 11/1/261		4,920,000	5,012,250
Mondelez International Holdings Netherlands BV, 2.00% Sr.
Unsec. Nts., 10/28/211		5,392,000	5,259,163
Smithfield Foods, Inc.:
2.70% Sr. Unsec. Nts., 1/31/201		2,252,000	2,236,675
3.35% Sr. Unsec. Nts., 2/1/221		2,929,000	2,868,048
5.20% Sr. Unsec. Nts., 4/1/291		4,076,000	4,103,661
Tyson Foods, Inc.:
3.90% Sr. Unsec. Nts., 9/28/23		4,296,000	4,430,235
5.10% Sr. Unsec. Nts., 9/28/48		1,389,000	1,418,515
			56,225,355
Tobacco—1.0%
Altria Group, Inc., 3.49% Sr. Unsec. Nts., 2/14/22		3,238,000	3,291,614
BAT Capital Corp.:
2.297% Sr. Unsec. Nts., 8/14/20		5,176,000	5,126,293
3.557% Sr. Unsec. Nts., 8/15/27		2,912,000	2,762,348
Imperial Brands Finance plc, 3.75% Sr. Unsec. Nts., 7/21/221		5,217,000	5,290,338
Imperial Tobacco Finance plc, 2.95% Sr. Unsec. Nts., 7/21/201		3,937,000	3,926,159
			20,396,752

15 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Energy—3.6%
Energy Equipment & Services—0.2%
Halliburton Co., 5.00% Sr. Unsec. Nts., 11/15/45	$	1,193,000$	1,273,098
Schlumberger Holdings Corp., 4.00% Sr. Unsec. Nts.,
12/21/251		2,890,000	2,984,169
			4,257,267
Oil, Gas & Consumable Fuels—3.4%
Anadarko Petroleum Corp., 4.50% Sr. Unsec. Nts., 7/15/44		1,362,000	1,287,890
Andeavor Logistics LP/Tesoro Logistics Finance Corp., 4.25%
Sr. Unsec. Nts., 12/1/27		3,040,000	3,067,980
Apache Corp., 4.375% Sr. Unsec. Nts., 10/15/28		3,972,000	4,008,974
Cimarex Energy Co., 4.375% Sr. Unsec. Nts., 3/15/29		2,513,000	2,593,026
Columbia Pipeline Group, Inc., 3.30% Sr. Unsec. Nts., 6/1/20		4,870,000	4,891,677
Devon Energy Corp., 4.75% Sr. Unsec. Nts., 5/15/42		1,000,000	1,011,490
Energy Transfer Operating LP:
4.25% Sr. Unsec. Nts., 3/15/23		4,125,000	4,240,345
5.30% Sr. Unsec. Nts., 4/15/47		1,501,000	1,481,789
Enterprise Products Operating LLC:
4.85% Sr. Unsec. Nts., 8/15/42		987,000	1,039,017
4.90% Sr. Unsec. Nts., 5/15/46		779,000	838,168
EQT Corp., 2.50% Sr. Unsec. Nts., 10/1/20		5,403,000	5,333,929
Kinder Morgan Energy Partners LP, 5.80% Sr. Unsec. Nts.,
3/1/21		2,082,000	2,192,231
Kinder Morgan, Inc., 5.20% Sr. Unsec. Nts., 3/1/48		3,434,000	3,627,224
Marathon Petroleum Corp., 3.80% Sr. Unsec. Nts., 4/1/282		2,170,000	2,152,544
Midwest Connector Capital Co. LLC, 3.625% Sr. Unsec. Nts.,
4/1/221		4,948,000	5,022,795
ONEOK, Inc., 4.35% Sr. Unsec. Nts., 3/15/29		2,522,000	2,572,108
Pioneer Natural Resources Co., 3.45% Sr. Unsec. Nts.,
1/15/21		5,100,000	5,155,399
Sabine Pass Liquefaction LLC:
4.20% Sr. Sec. Nts., 3/15/28		2,699,000	2,725,853
5.625% Sr. Sec. Nts., 2/1/21		4,074,000	4,234,332
Sunoco Logistics Partners Operations LP, 4.00% Sr. Unsec.
Nts., 10/1/27		3,243,000	3,222,041
Valero Energy Corp., 4.00% Sr. Unsec. Nts., 4/1/29		2,462,000	2,487,425
Williams Cos., Inc. (The), 3.70% Sr. Unsec. Unsub. Nts.,
1/15/23		5,303,000	5,403,665
			68,589,902
Financials—14.1%
Capital Markets—3.0%
Blackstone Holdings Finance Co. LLC, 3.15% Sr. Unsec. Nts.,
10/2/271		1,925,000	1,873,152
Brookfield Asset Management, Inc., 4.00% Sr. Unsec. Nts.,
1/15/25		4,078,000	4,122,456
Credit Suisse AG (New York), 3.625% Sr. Unsec. Nts., 9/9/24		3,175,000	3,235,196
Credit Suisse Group AG, 3.869% [US0003M+141] Sr. Unsec.
Nts., 1/12/291,3		2,980,000	2,926,153

16 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$	2,547,499
E*TRADE Financial Corp., 5.875% [US0003M+443.5] Jr. Sub.
Perpetual Bonds3,12		4,826,000	4,892,358
Goldman Sachs Group, Inc. (The):
3.50% Sr. Unsec. Nts., 11/16/26		2,654,000	2,623,234
3.691% [US0003M+151] Sr. Unsec. Nts., 6/5/283		1,000,000	991,032
3.75% Sr. Unsec. Nts., 2/25/26		2,550,000	2,563,670
4.017% [US0003M+137.3] Sr. Unsec. Nts., 10/31/383		1,903,000	1,828,087
Macquarie Group Ltd., 3.763% [US0003M+137.2] Sr. Unsec.
Nts., 11/28/281,3		3,899,000	3,818,622
Morgan Stanley:
3.95% Sub. Nts., 4/23/27		1,200,000	1,203,341
4.431% [US0003M+162.8] Sr. Unsec. Nts., 1/23/303		3,796,000	4,010,017
5.00% Sub. Nts., 11/24/25		4,060,000	4,358,524
MSCI, Inc., 4.75% Sr. Unsec. Nts., 8/1/261		4,926,000	5,073,780
Northern Trust Corp., 3.375% [US0003M+113.1] Sub. Nts.,
5/8/323		1,803,000	1,769,339
Plains All American Pipeline LP/PAA Finance Corp., 4.50% Sr.
Unsec. Nts., 12/15/26		2,998,000	3,076,652
Raymond James Financial, Inc., 3.625% Sr. Unsec. Nts.,
9/15/26		2,395,000	2,374,494
TD Ameritrade Holding Corp., 3.30% Sr. Unsec. Nts., 4/1/27		2,944,000	2,960,836
UBS Group Funding Switzerland AG:
4.125% Sr. Unsec. Nts., 4/15/261		2,732,000	2,829,856
4.253% Sr. Unsec. Nts., 3/23/281		1,954,000	2,035,452
			61,113,750
Commercial Banks—7.2%
ABN AMRO Bank NV, 4.40% [USSW5+219.7] Sub. Nts.,
3/27/283,13		5,800,000	5,855,958
Bank of America Corp.:
3.248% Sr. Unsec. Nts., 10/21/27		4,073,000	3,995,137
3.593% [US0003M+137] Sr. Unsec. Nts., 7/21/283		600,000	598,182
3.824% [US0003M+157.5] Sr. Unsec. Nts., 1/20/283		3,221,000	3,271,057
4.271% [US0003M+131] Sr. Unsec. Nts., 7/23/293		4,245,000	4,427,942
7.75% Jr. Sub. Nts., 5/14/38		3,570,000	4,968,940
Bank of Ireland Group plc, 4.50% Sr. Unsec. Nts., 11/25/231		4,179,000	4,255,396
Bank of Montreal, Series E, 3.30% Sr. Unsec. Nts., 2/5/24		3,842,000	3,886,173
BNP Paribas SA:
4.375% [USSW5+148.3] Sub. Nts., 3/1/331,3		2,839,000	2,789,354
4.40% Sr. Unsec. Nts., 8/14/281		1,900,000	1,958,507
BPCE SA, 4.50% Sub. Nts., 3/15/251		2,943,000	2,963,869
Canadian Imperial Bank of Commerce, 3.10% Sr. Unsec. Nts.,
4/2/247		5,020,000	5,009,609
Citigroup, Inc.:
4.075% [US0003M+119.2] Sr. Unsec. Nts., 4/23/293		4,219,000	4,333,147
4.281% [US0003M+183.9] Sr. Unsec. Nts., 4/24/483		3,855,000	3,956,388
4.75% Sub. Nts., 5/18/46		1,946,000	2,015,972

17 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Commercial Banks (Continued)
Citizens Bank NA (Providence RI), 2.65% Sr. Unsec. Nts.,
5/26/22	$	1,014,000$	1,006,251
Compass Bank, 2.875% Sr. Unsec. Nts., 6/29/22		4,408,000	4,365,404
Credit Agricole SA, 4.375% Sub. Nts., 3/17/251		4,782,000	4,877,927
Fifth Third Bank (Cincinnati OH), 3.85% Sub. Nts., 3/15/26		2,461,000	2,508,738
First Republic Bank, 4.375% Sub. Nts., 8/1/46		2,132,000	2,093,945
Fortis, Inc., 3.055% Sr. Unsec. Nts., 10/4/26		3,102,000	2,972,353
HSBC Holdings plc:
3.95% [US0003M+98.72] Sr. Unsec. Nts., 5/18/243		1,709,000	1,744,779
4.041% [US0003M+154.6] Sr. Unsec. Nts., 3/13/283		2,142,000	2,162,001
4.583% [US0003M+153.46] Sr. Unsec. Nts., 6/19/293		2,854,000	3,005,859
Huntington Bancshares, Inc., 4.00% Sr. Unsec. Nts., 5/15/25		5,274,000	5,493,196
JPMorgan Chase & Co.:
3.54% [US0003M+138] Sr. Unsec. Nts., 5/1/283		3,969,000	3,978,617
3.782% [US0003M+133.7] Sr. Unsec. Nts., 2/1/283		5,368,000	5,477,593
3.797% [US0003M+89] Sr. Unsec. Nts., 7/23/243		5,275,000	5,421,416
4.26% [US0003M+158] Sr. Unsec. Nts., 2/22/483		1,665,000	1,713,201
KeyBank NA (Cleveland OH), 3.40% Sub. Nts., 5/20/26		3,162,000	3,139,077
KeyCorp, 4.15% Sr. Unsec. Nts., 10/29/25		1,722,000	1,815,640
Lloyds Banking Group plc, 6.657% [US0003M+127] Jr. Sub.
Perpetual Bonds1,3,12		4,718,000	4,835,950
Nordea Bank Abp, 4.625% [USSW5+169] Sub. Nts.,
9/13/331,3		1,874,000	1,895,187
PNC Financial Services Group, Inc. (The), 3.15% Sr. Unsec.
Nts., 5/19/27		3,749,000	3,761,861
Regions Financial Corp., 2.75% Sr. Unsec. Nts., 8/14/22		2,893,000	2,873,114
Royal Bank of Canada, 3.70% Sr. Unsec. Nts., 10/5/23		4,593,000	4,750,272
Societe Generale SA, 3.875% Sr. Unsec. Nts., 3/28/241		4,001,000	4,018,012
SunTrust Bank (Atlanta GA):
3.30% Sub. Nts., 5/15/26		1,798,000	1,785,112
4.05% Sr. Unsec. Nts., 11/3/25		2,281,000	2,406,900
Synovus Financial Corp., 3.125% Sr. Unsec. Nts., 11/1/22		2,818,000	2,787,707
US Bancorp, 3.10% Sub. Nts., 4/27/26		3,200,000	3,199,581
Wells Fargo & Co.:
3.584% [US0003M+131] Sr. Unsec. Nts., 5/22/283		3,927,000	3,950,412
4.75% Sub. Nts., 12/7/46		2,512,000	2,635,097
			144,960,833
Consumer Finance—0.6%
Capital One Financial Corp.:
3.75% Sr. Unsec. Nts., 3/9/27		1,666,000	1,641,765
3.90% Sr. Unsec. Nts., 1/29/24		2,443,000	2,499,027
Discover Bank, 4.65% Sr. Unsec. Nts., 9/13/28		1,945,000	2,039,540
Discover Financial Services, 3.75% Sr. Unsec. Nts., 3/4/25		1,743,000	1,739,515
Synchrony Financial, 4.25% Sr. Unsec. Nts., 8/15/24		3,914,000	3,941,964
			11,861,811

18 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$	1,124,287
Peachtree Corners Funding Trust, 3.976% Sr. Unsec. Nts.,
2/15/251		1,973,000	2,003,627
Voya Financial, Inc., 5.65% [US0003M+358] Jr. Sub. Nts.,
5/15/533		4,857,000	4,791,309
			7,919,223
Insurance—1.8%
Aflac, Inc., 4.75% Sr. Unsec. Nts., 1/15/49		1,786,000	1,979,894
AXA Equitable Holdings, Inc., 4.35% Sr. Unsec. Nts., 4/20/28		2,560,000	2,603,668
Boardwalk Pipelines LP, 4.95% Sr. Unsec. Nts., 12/15/24		2,509,000	2,605,813
Brighthouse Financial, Inc., 3.70% Sr. Unsec. Nts., 6/22/27		1,096,000	989,596
CNA Financial Corp., 3.45% Sr. Unsec. Nts., 8/15/27		3,639,000	3,558,663
Hartford Financial Services Group, Inc. (The), 4.40% Sr. Unsec.
Nts., 3/15/48		3,018,000	3,061,338
Lincoln National Corp., 3.80% Sr. Unsec. Nts., 3/1/28		2,961,000	3,006,238
Manulife Financial Corp., 4.061% [USISDA05+164.7] Sub.
Nts., 2/24/323		3,001,000	2,921,666
Marsh & McLennan Cos., Inc., 4.35% Sr. Unsec. Nts., 1/30/47		1,731,000	1,760,388
Prudential Financial, Inc.:
4.35% Sr. Unsec. Nts., 2/25/50		1,955,000	2,027,038
5.20% [US0003M+304] Jr. Sub. Nts., 3/15/443		3,888,000	3,935,822
5.375% [US0003M+303.1] Jr. Sub. Nts., 5/15/453		887,000	898,358
Swiss Re Finance Luxembourg SA, 5.00% [H15T5Y+358.2]
Sub. Nts., 4/2/491,3,7		6,167,000	6,241,491
			35,589,973
Real Estate Investment Trusts (REITs)—1.1%
American Tower Corp.:
3.00% Sr. Unsec. Nts., 6/15/23		4,354,000	4,343,718
4.00% Sr. Unsec. Nts., 6/1/25		2,732,000	2,815,132
5.05% Sr. Unsec. Unsub. Nts., 9/1/20		2,856,000	2,943,817
Crown Castle International Corp., 3.65% Sr. Unsec. Nts.,
9/1/27		2,451,000	2,414,595
Digital Realty Trust LP, 3.40% Sr. Unsec. Nts., 10/1/20		445,000	448,364
Lamar Media Corp., 5.75% Sr. Unsec. Nts., 2/1/26		4,625,000	4,850,469
VEREIT Operating Partnership LP, 4.625% Sr. Unsec. Nts.,
11/1/25		4,739,000	4,908,891
			22,724,986
Health Care—4.3%
Biotechnology—0.9%
AbbVie, Inc.:
3.75% Sr. Unsec. Nts., 11/14/23		5,223,000	5,367,217
4.875% Sr. Unsec. Nts., 11/14/48		2,117,000	2,088,870
Amgen, Inc., 4.563% Sr. Unsec. Nts., 6/15/48		1,437,000	1,446,458
Biogen, Inc., 5.20% Sr. Unsec. Nts., 9/15/45		1,527,000	1,622,427
Gilead Sciences, Inc., 4.75% Sr. Unsec. Nts., 3/1/46		2,009,000	2,109,737

19 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Biotechnology (Continued)
Shire Acquisitions Investments Ireland DAC, 2.40% Sr. Unsec.
Nts., 9/23/21	$	5,388,000$	5,328,988
			17,963,697
Health Care Equipment & Supplies—0.7%
Becton Dickinson & Co., 3.70% Sr. Unsec. Nts., 6/6/27		4,151,000	4,143,278
Boston Scientific Corp., 4.00% Sr. Unsec. Nts., 3/1/28		4,752,000	4,893,868
Hologic, Inc., 4.375% Sr. Unsec. Nts., 10/15/251		4,959,000	4,958,008
			13,995,154
Health Care Providers & Services—1.2%
Cigna Corp., 4.125% Sr. Unsec. Nts., 11/15/251		3,980,000	4,124,329
CVS Health Corp.:
2.125% Sr. Unsec. Nts., 6/1/21		5,164,000	5,075,315
5.05% Sr. Unsec. Nts., 3/25/48		4,578,000	4,621,285
Fresenius Medical Care US Finance II, Inc., 5.875% Sr. Unsec.
Nts., 1/31/221		4,578,000	4,845,653
McKesson Corp., 3.65% Sr. Unsec. Nts., 11/30/20		4,633,000	4,691,368
			23,357,950
Life Sciences Tools & Services—0.5%
IQVIA, Inc., 5.00% Sr. Unsec. Nts., 10/15/261		4,833,000	4,962,911
Life Technologies Corp., 6.00% Sr. Unsec. Nts., 3/1/20		3,768,000	3,870,950
Thermo Fisher Scientific, Inc., 4.15% Sr. Unsec. Nts., 2/1/24		2,063,000	2,158,107
			10,991,968
Pharmaceuticals—1.0%
Bayer US Finance II LLC, 3.875% Sr. Unsec. Nts., 12/15/231		5,258,000	5,303,432
Elanco Animal Health, Inc., 4.90% Sr. Unsec. Nts., 8/28/281		2,298,000	2,444,036
Mylan NV, 3.15% Sr. Unsec. Nts., 6/15/21		5,188,000	5,178,671
Takeda Pharmaceutical Co. Ltd.:
4.00% Sr. Unsec. Nts., 11/26/211		4,523,000	4,640,956
5.00% Sr. Unsec. Nts., 11/26/281		2,587,000	2,809,515
			20,376,610
Industrials—3.4%
Aerospace & Defense—1.0%
BAE Systems Holdings, Inc., 3.85% Sr. Unsec. Nts., 12/15/251		3,983,000	4,030,111
Huntington Ingalls Industries, Inc., 3.483% Sr. Unsec. Nts.,
12/1/27		2,822,000	2,766,689
L3 Technologies, Inc., 3.85% Sr. Unsec. Nts., 6/15/23		5,301,000	5,468,592
Northrop Grumman Corp., 4.75% Sr. Unsec. Nts., 6/1/43		2,760,000	2,993,533
United Technologies Corp.:
3.35% Sr. Unsec. Nts., 8/16/21		1,293,000	1,311,126
3.95% Sr. Unsec. Nts., 8/16/25		3,232,000	3,361,910
			19,931,961

20 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Air Freight & Couriers—0.1%
FedEx Corp., 3.40% Sr. Unsec. Nts., 1/14/22	$	1,645,000$	1,668,201
Building Products—0.4%
Allegion US Holding Co., Inc., 3.55% Sec. Nts., 10/1/27		4,291,000	4,085,599
Fortune Brands Home & Security, Inc., 4.00% Sr. Unsec. Nts.,
9/21/23		4,958,000	5,100,010
			9,185,609
Electrical Equipment—0.2%
Sensata Technologies BV:
5.00% Sr. Unsec. Nts., 10/1/251		2,715,000	2,796,450
5.625% Sr. Unsec. Nts., 11/1/241		1,987,000	2,126,090
			4,922,540
Industrial Conglomerates—0.1%
GE Capital International Funding Co. Unlimited Co., 3.373%
Sr. Unsec. Nts., 11/15/25		1,652,000	1,605,646
Machinery—0.3%
Fortive Corp., 1.80% Sr. Unsec. Nts., 6/15/19		465,000	463,082
Ingersoll-Rand Luxembourg Finance SA, 3.80% Sr. Unsec.
Nts., 3/21/29		2,458,000	2,495,796
Nvent Finance Sarl, 4.55% Sr. Unsec. Nts., 4/15/28		2,620,000	2,637,443
			5,596,321
Professional Services—0.2%
IHS Markit Ltd., 4.125% Sr. Unsec. Nts., 8/1/23		3,316,000	3,385,934
Road & Rail—0.5%
Penske Truck Leasing Co. LP/PTL Finance Corp., 3.40% Sr.
Unsec. Nts., 11/15/261		4,245,000	4,069,468
Ryder System, Inc.:
3.50% Sr. Unsec. Nts., 6/1/21		1,241,000	1,256,729
3.75% Sr. Unsec. Nts., 6/9/23		5,250,000	5,380,556
			10,706,753
Trading Companies & Distributors—0.6%
Air Lease Corp.:
3.25% Sr. Unsec. Nts., 3/1/25		1,679,000	1,616,975
3.625% Sr. Unsec. Nts., 4/1/27		1,765,000	1,663,884
GATX Corp., 3.50% Sr. Unsec. Nts., 3/15/28		3,090,000	2,950,208
Mitsubishi UFJ Financial Group, Inc., 3.741% Sr. Unsec. Nts.,
3/7/29		3,054,000	3,139,579
United Rentals North America, Inc., 4.625% Sr. Unsec. Nts.,
10/15/25		2,670,000	2,643,300
			12,013,946

21 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Information Technology—3.6%
Communications Equipment—0.2%
Motorola Solutions, Inc., 4.60% Sr. Unsec. Nts., 2/23/28	$	3,917,000$	3,956,087
Electronic Equipment, Instruments, & Components—0.4%
Arrow Electronics, Inc., 3.875% Sr. Unsec. Nts., 1/12/28		3,969,000	3,828,155
CDW LLC/CDW Finance Corp., 5.50% Sr. Unsec. Nts., 12/1/24		631,000	666,494
Tech Data Corp., 4.95% Sr. Unsec. Nts., 2/15/27		3,740,000	3,789,747
			8,284,396
IT Services—0.7%
DXC Technology Co.:
2.875% Sr. Unsec. Nts., 3/27/20		2,944,000	2,943,053
4.75% Sr. Unsec. Nts., 4/15/27		3,922,000	3,990,349
Fidelity National Information Services, Inc., 4.25% Sr. Unsec.
Nts., 5/15/28		2,579,000	2,656,462
VeriSign, Inc.:
4.75% Sr. Unsec. Nts., 7/15/27		2,683,000	2,693,383
5.25% Sr. Unsec. Nts., 4/1/25		1,611,000	1,693,564
			13,976,811
Semiconductors & Semiconductor Equipment—1.3%
Broadcom, Inc.:
3.125% Sr. Unsec. Nts., 4/15/211,7		7,199,000	7,190,505
4.25% Sr. Unsec. Nts., 4/15/261,7		5,890,000	5,846,473
4.75% Sr. Unsec. Nts., 4/15/291,7		2,291,000	2,280,118
Microchip Technology, Inc., 3.922% Sr. Sec. Nts., 6/1/211		5,261,000	5,310,110
NXP BV/NXP Funding LLC, 4.125% Sr. Unsec. Nts., 6/1/211		4,874,000	4,977,621
			25,604,827
Software—0.3%
Autodesk, Inc., 4.375% Sr. Unsec. Nts., 6/15/25		1,675,000	1,732,397
Open Text Corp., 5.625% Sr. Unsec. Nts., 1/15/231		2,458,000	2,531,740
VMware, Inc., 3.90% Sr. Unsec. Nts., 8/21/27		2,677,000	2,577,950
			6,842,087
Technology Hardware, Storage & Peripherals—0.7%
Apple, Inc., 4.375% Sr. Unsec. Nts., 5/13/45		2,911,000	3,177,232
Dell International LLC/EMC Corp., 5.30% Sr. Sec. Nts.,
10/1/291		4,963,000	5,004,939
Hewlett Packard Enterprise Co., 3.60% Sr. Unsec. Nts.,
10/15/20		5,252,000	5,302,824
			13,484,995
Materials—2.2%
Chemicals—1.0%
Dow Chemical Co. (The), 4.55% Sr. Unsec. Nts., 11/30/251		3,353,000	3,543,576
DowDuPont, Inc., 5.419% Sr. Unsec. Nts., 11/15/48		2,045,000	2,325,291
Eastman Chemical Co., 3.50% Sr. Unsec. Nts., 12/1/21		2,135,000	2,168,544

22 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Chemicals (Continued)
Nutrien Ltd.:
4.875% Sr. Unsec. Nts., 3/30/20	$	780,000$	795,612
5.00% Sr. Unsec. Nts., 4/1/497		1,352,000	1,415,332
PolyOne Corp., 5.25% Sr. Unsec. Nts., 3/15/23		4,665,000	4,839,937
RPM International, Inc., 3.45% Sr. Unsec. Unsub. Nts.,
11/15/22		3,318,000	3,322,656
Yara International ASA, 4.75% Sr. Unsec. Nts., 6/1/281		2,688,000	2,809,740
			21,220,688
Construction Materials—0.3%
James Hardie International Finance DAC, 4.75% Sr. Unsec.
Nts., 1/15/251		3,024,000	2,993,760
Martin Marietta Materials, Inc., 3.50% Sr. Unsec. Nts.,
12/15/27		2,593,000	2,503,271
			5,497,031
Containers & Packaging—0.2%
Packaging Corp. of America, 3.65% Sr. Unsec. Nts., 9/15/24		745,000	749,932
Silgan Holdings, Inc., 4.75% Sr. Unsec. Nts., 3/15/25		3,315,000	3,269,419
			4,019,351
Metals & Mining—0.6%
Anglo American Capital plc, 3.625% Sr. Unsec. Nts., 9/11/241		1,368,000	1,357,165
ArcelorMittal, 6.125% Sr. Unsec. Nts., 6/1/25		4,430,000	4,917,379
Steel Dynamics, Inc., 4.125% Sr. Unsec. Nts., 9/15/25		5,066,000	4,977,345
			11,251,889
Paper & Forest Products—0.1%
Louisiana-Pacific Corp., 4.875% Sr. Unsec. Nts., 9/15/24		2,196,000	2,196,000
Telecommunication Services—2.0%
Diversified Telecommunication Services—1.6%
AT&T, Inc.:
4.30% Sr. Unsec. Nts., 2/15/30		3,909,000	3,962,956
4.35% Sr. Unsec. Nts., 6/15/45		1,635,000	1,505,510
4.50% Sr. Unsec. Nts., 3/9/48		2,268,000	2,139,484
British Telecommunications plc:
4.50% Sr. Unsec. Nts., 12/4/23		3,235,000	3,386,615
9.625% Sr. Unsec. Nts., 12/15/30		4,310,000	6,170,218
Deutsche Telekom International Finance BV, 4.375% Sr.
Unsec. Nts., 6/21/281		2,309,000	2,405,073
Telefonica Emisiones SA:
4.103% Sr. Unsec. Nts., 3/8/27		1,341,000	1,360,104
5.213% Sr. Unsec. Nts., 3/8/47		2,144,000	2,180,938
T-Mobile USA, Inc., 6.50% Sr. Unsec. Nts., 1/15/26		4,494,000	4,808,580
Verizon Communications, Inc.:
4.125% Sr. Unsec. Nts., 8/15/46		2,250,000	2,187,890

23 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Diversified Telecommunication Services (Continued)
Verizon Communications, Inc.: (Continued)
4.522% Sr. Unsec. Nts., 9/15/48	$	2,733,000$	2,812,907
			32,920,275
Wireless Telecommunication Services—0.4%
Vodafone Group plc:
3.75% Sr. Unsec. Nts., 1/16/24		5,215,000	5,264,560
7.00% [USSW5+487.3] Sub. Nts., 4/4/793,7		1,944,000	1,977,928
			7,242,488
Utilities—2.5%
Electric Utilities—1.8%
AEP Texas, Inc., 3.95% Sr. Unsec. Nts., 6/1/281		2,694,000	2,811,818
Duke Energy Corp., 3.75% Sr. Unsec. Nts., 9/1/46		1,111,000	1,042,942
Edison International:
2.125% Sr. Unsec. Nts., 4/15/20		2,127,000	2,111,241
2.95% Sr. Unsec. Nts., 3/15/23		3,255,000	3,025,359
EDP Finance BV, 3.625% Sr. Unsec. Nts., 7/15/241		3,689,000	3,668,187
Emera US Finance LP, 2.70% Sr. Unsec. Nts., 6/15/21		2,866,000	2,841,604
Exelon Corp.:
2.45% Sr. Unsec. Nts., 4/15/21		2,432,000	2,405,101
4.45% Sr. Unsec. Nts., 4/15/46		1,380,000	1,426,889
FirstEnergy Corp., 3.90% Sr. Unsec. Nts., 7/15/27		2,896,000	2,943,397
Mid-Atlantic Interstate Transmission LLC, 4.10% Sr. Unsec.
Nts., 5/15/281		2,698,000	2,772,199
NextEra Energy Operating Partners LP, 4.25% Sr. Unsec. Nts.,
9/15/241		5,031,000	5,012,134
PPL WEM Ltd./Western Power Distribution Ltd., 5.375% Sr.
Unsec. Unsub. Nts., 5/1/211		4,885,000	5,045,482
TECO Finance, Inc., 5.15% Sr. Unsec. Nts., 3/15/20		2,620,000	2,674,319
			37,780,672
Independent Power and Renewable Electricity Producers—0.1%
PSEG Power LLC, 3.00% Sr. Unsec. Nts., 6/15/21		1,440,000	1,434,076
Multi-Utilities—0.6%
CenterPoint Energy, Inc.:
3.60% Sr. Unsec. Nts., 11/1/21		3,241,000	3,291,065
4.25% Sr. Unsec. Nts., 11/1/28		2,296,000	2,382,425
Dominion Energy, Inc.:
2.579% Jr. Sub. Nts., 7/1/20		5,060,000	5,033,542
4.60% Sr. Unsec. Nts., 3/15/49		1,230,000	1,282,718
			11,989,750
Total Corporate Bonds and Notes (Cost $970,410,370)			982,337,062
Short-Term Notes—18.1%
Auto Components—0.5%
Magna International, Inc., 2.651%, 4/1/191,14,15		9,000,000	8,998,031

24 OPPENHEIMER TOTAL RETURN BOND FUND

		Principal Amount	Value
Building Products—0.4%
Assa Abloy Financial AB, 2.681%, 4/2/191,14,15	$	8,500,000$	8,497,518
Chemicals—2.3%
Air Liquide US LLC, 2.602%, 4/4/191,14,15		9,000,000	8,996,397
Albemarle Corp., 2.664%, 4/8/191,14,15		8,900,000	8,892,949
Alliant Energy Corp., 2.671%, 4/3/1915		9,000,000	8,996,712
Eastman Chemical Co., 2.706%, 4/2/1914,15		5,900,000	5,898,271
Ecolab, Inc., 2.603%, 4/9/1915		9,000,000	8,992,699
Nutrien Ltd., 2.682%, 4/1/191,14,15		2,900,000	2,899,288
			44,676,316
Commercial Services & Supplies—0.4%
Cintas Executive Service, 2.622%, 4/10/191,14,15		9,000,000	8,991,966
Computers & Peripherals—0.4%
NetApp, Inc., 2.635%, 4/16/191,14,15		7,900,000	7,889,378
Containers & Packaging—0.3%
International Paper Co., 2.653%, 4/9/191,14,15		5,000,000	4,995,944
Electric Utilities—2.3%
Ameren Illinois Co., 2.651%, 4/1/1915		9,000,000	8,998,024
Commonwealth Edison Co., 2.704%, 4/9/1914,15		3,900,000	3,896,848
Duke Energy Corp., 2.703%, 4/9/191,14,15		4,000,000	3,996,755
Eversource Energy, 2.633%, 4/10/1914,15		9,000,000	8,991,966
Nextera Energy Capital Holdings, 2.671%, 4/4/191,14,15		9,000,000	8,996,036
Southern Company Funding Corp., 2.777%, 4/8/191,14,15		8,900,000	8,893,443
			43,773,072
Electrical Equipment—0.5%
Eaton Corp., 2.642%, 4/5/191,14,15		9,000,000	8,995,371
Electronic Equipment & Instruments—0.8%
Amphenol Corp., 2.601%, 4/1/1915		9,000,000	8,998,046
Tyco Electronics Group SA, 2.571%, 4/1/191,14,15		6,800,000	6,798,507
			15,796,553
Energy Equipment & Services—0.5%
Schlumberger Holdings Corp., 2.644%, 4/2/191,14,15		2,900,000	2,899,144
TransCanada PipeLines Ltd, 2.746%, 4/24/191,14,15		7,000,000	6,986,223
			9,885,367
Food Products—0.5%
General Mills, Inc., 2.601%, 4/3/1914,15		4,000,000	3,998,533
McCormick & Co, Inc., 2.654%, 4/1/191,14,15		3,900,000	3,899,137
Mondelez International, Inc, 2.665%, 4/4/1914,15		2,900,000	2,898,723
			10,796,393

25 OPPENHEIMER TOTAL RETURN BOND FUND

STATEMENT OF INVESTMENTS Unaudited / Continued
		Principal Amount	Value
Hotels, Restaurants & Leisure—0.5%
Marriott International, Inc., 2.717%, 5/3/191,14,15	$	6,000,000$	5,984,005
Starbucks Corp., 2.591%, 4/2/191,14,15		4,000,000	3,998,823
			9,982,828
Household Durables—0.8%
Leggett & Platt, Inc., 2.724%, 4/12/191,14,15		8,900,000	8,890,783
Mohawk Industries, Inc., 2.737%, 4/22/191,14,15		8,900,000	8,883,862
			17,774,645
Household Products—0.9%
Church & Dwight Co, Inc., 2.571%, 4/3/191,14,15		9,000,000	8,996,700
Clorox Co. (The), 2.685%, 4/22/191,14,15		9,000,000	8,983,680
			17,980,380
Industrial Conglomerates—0.4%
Johnson Controls International plc, 2.701%, 4/1/191,14,15		8,000,000	7,998,243
Leasing & Factoring—0.7%
Harley-Davidson Financial Services, Inc., 2.636%, 4/25/1914,15		6,000,000	5,987,724
Hitachi Capital America Corp., 2.706%, 4/17/1915		8,900,000	8,887,332
			14,875,056
Machinery—1.1%
Parker-Hannifin Corp., 2.656%, 4/25/191,14,15		9,000,000	8,983,456
Snap-on, Inc., 2.551%, 4/2/191,14,15		9,000,000	8,997,362
Xylem, Inc., 2.684%, 4/10/1914,15		3,900,000	3,896,545
			21,877,363
Metals & Mining—0.4%
Glencore Funding, 3.109%, 4/8/1914,15		8,800,000	8,793,388
Multiline Retail—0.4%
Dollar General Corp., 2.727%, 4/22/191,14,15		8,900,000	8,883,862
Multi-Utilities—0.7%
CenterPoint Energy Resources Corp., 2.704%, 4/15/191,14,15		5,000,000	4,993,765
Xcel Energy, Inc., 2.663%, 4/12/1914,15		9,000,000	8,990,680
			13,984,445
Oil, Gas & Consumable Fuels—0.5%
ENI Finance USA, Inc., 2.777%, 4/15/1914,15		8,900,000	8,888,703
Paper, Containers & Packaging—0.4%
Avery Dennison, 2.613%, 4/3/1914,15		8,900,000	8,896,844
Specialty Retail—0.4%
Relx, Inc., 2.633%, 4/3/191,14,15		8,900,000	8,896,736

26 OPPENHEIMER TOTAL RETURN BOND FUND

	Principal Amount					Value
Telephone Utilities—0.8%
Bell Canada, Inc., 2.686%, 4/8/1914,15	$	8,900,000			$	8,893,395
Telus Corp., 2.706%, 4/18/191,15		8,900,000				8,886,625
						17,780,020
Textiles, Apparel & Luxury Goods—0.4%
VF Corp., 2.694%, 4/12/191,14,15		7,900,000				7,891,757
Transportation Infrastructure—0.4%
ERAC USA Finance Co., 2.776%, 4/24/191,14,15		9,000,000				8,982,287
Water Utilities—0.4%
American Water Capital Corp., 2.666%, 4/5/1914,15		8,900,000				8,895,388
Total Short-Term Notes (Cost $365,757,337)						365,677,854
		Shares
Investment Company—1.7%
Oppenheimer Institutional Government Money Market Fund, Cl. E,
2.42%16,17 (Cost $35,221,491)		35,221,491				35,221,491
Total Investments, at Value (Cost $2,516,991,209)		125.5%				2,536,124,397
Net Other Assets (Liabilities)		(25.5)				(514,962,115)
Net Assets		100.0%	$	2,021,162,282

27 OPPENHEIMER TOTAL RETURN BOND FUND

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 $727,628,893 or 36.00% of the Fund's net assets at period end.
2. Restricted security. The aggregate value of restricted securities at period end was $5,174,244, which represents
0.26% of the Fund's net assets. See Note 3 of the accompanying Notes. Information concerning restricted securities
is as follows:

						Unrealized
	Acquisition					Appreciation/
Security	Dates	Cost		Value		(Depreciation)
GLS Auto Receivables Trust, Series
2018-1A, Cl. A, 2.82%, 7/15/22	1/30/18 $	3,025,867	$	3,021,700	$	(4,167)
Marathon Petroleum Corp., 3.80% Sr.
Unsec. Nts., 4/1/28	7/25/18	2,070,905		2,152,544		81,639
	$	5,096,772	$	5,174,244	$	77,472

3. Represents the current interest rate for a variable or increasing rate security, which may be fixed for a
predetermined period.  The interest rate is, or will be as of an established date, determined as [Referenced Rate +
Basis-point spread].
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 $32,021,454 or 1.58% of the Fund’s net assets at period end.
5. Interest rate is less than 0.0005%.

STATEMENT OF INVESTMENTS Unaudited / Continued

Footnotes to Statement of Investments (Continued)
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 $67,609 or less than 0.005% 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 3 of the accompanying Notes.
8. The current amortization rate of the security’s cost basis exceeds the future interest payments currently estimated
to be received. Both the amortization rate and interest payments are contingent on future mortgage pre-payment
speeds and are therefore subject to change.
9. The value of this security was determined using significant unobservable inputs.  See Note 2 of the accompanying
Notes.
10. 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.
11. 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 $4,869,295. See Note 5 of the accompanying Notes.
12. This bond has no contractual maturity date, is not redeemable and contractually pays an indefinite stream of
interest.
13. 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
$5,855,958 or 0.29% of the Fund's net assets at period end.  
14. Security issued in an exempt transaction without registration under the Securities Act of 1933. Such securities
amount to $311,918,416 or 15.43% of the Fund’s net assets, and have been determined to be liquid pursuant to
guidelines adopted by the Board of Trustees.
15. Current yield as of period end.
16. Rate shown is the 7-day yield at period end.
17. 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,		Gross		Gross	Shares
		2018		Additions		Reductions March 31, 2019
Investment Company
Oppenheimer Institutional
Government Money Market Fund,
Cl. E		37,424,899		546,542,900		548,746,308	35,221,491
							Change in
						Realized	Unrealized
		Value		Income		Gain (Loss)	Gain (Loss)
Investment Company
Oppenheimer Institutional
Government Money Market Fund,
Cl. E	$	35,221,491	$	54,773	$	— $	—
a

28 OPPENHEIMER TOTAL RETURN BOND FUND

Futures Contracts as of March 31, 2019
										Unrealized
		Expiration	Number Notional Amount							Appreciation/
Description	Buy/Sell	Date	of Contracts		(000	's)		Value (Depreciation)
United States
Treasury Long
Bonds	Buy	6/19/19	565	USD 82,721 $			84,555,781		$	1,834,971
United States
Treasury Nts., 10 yr.	Buy	6/19/19	246	USD 30,547			30,557,813			10,486
United States
Treasury Nts., 2 yr.	Buy	6/28/19	341	USD 72,563			72,664,969			101,834
United States
Treasury Nts., 5 yr.	Sell	6/28/19	587	USD 67,523			67,991,109			(467,944	)
United States Ultra
Bonds	Buy	6/19/19	977	USD 158,171   164,136,000						5,964,887
								$		7,444,234
Over-the-Counter Total Return Swaps at March 31, 2019
	Pay/Receive				Notional					Unrealized
	Counter-	Total		Maturity	Amount					Appreciation/
Reference Asset	party	Return*	Floating Rate	Date	(000's)						Value (Depreciation)
iBoxx USD Liquid IG
Series 1 Version 1	GSCO-OT	Pay	USD-LIBOR-BBA	9/26/19	USD  83,679 $ (1,812,855) $ (1,812,855)

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

Glossary:
GSCO-OT	Goldman Sachs Bank USA
Definitions
BBA LIBOR	British Bankers' Association London - Interbank Offered Rat
H15T1Y	US Treasury Yield Curve Rate T Note Constant Maturity 1 Year
H15T5Y	US Treasury Yield Curve Rate T Note Constant Maturity 5 Year
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

29 OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO STATEMENT OF INVESTMENTS March 31, 2019 Unaudited

1. Organization

Oppenheimer Total Return Bond Fund (the “Fund”), is a separate fund of Oppenheimer

Integrity Funds, 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.

2. 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 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

30 OPPENHEIMER TOTAL RETURN BOND FUND

2. Securities Valuation (Continued)
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.  
    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
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

31 OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

2. Securities Valuation (Continued)
(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 at period end based on valuation input level:

				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	$	— $	265,824,929$	— $	265,824,929
Mortgage-Backed Obligations		—	879,581,920	12,958	879,594,878
U.S. Government Obligation		—	7,468,183	—	7,468,183
Corporate Bonds and Notes		—	982,337,062	—	982,337,062
Short-Term Notes		—	365,677,854	—	365,677,854
Investment Company		35,221,491	—	—	35,221,491
Total Investments, at Value		35,221,491	2,500,889,948	12,958	2,536,124,397
Other Financial Instruments:
Futures contracts		7,912,178	—	—	7,912,178
Total Assets	$	43,133,669$  $ 2,500,889,948		12,958	$ 2,544,036,575
Liabilities Table
Other Financial Instruments:
Swaps, at value	$	— $	(1,812,855) $	— $	(1,812,855)
Futures contracts		(467,944)	—	—	(467,944)
Total Liabilities	$	(467,944) $	(1,812,855) $	— $	(2,280,799)

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.

3. 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

32 OPPENHEIMER TOTAL RETURN BOND FUND

3. Investments and Risks (Continued)
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
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:

33 OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

3. Investments and Risks (Continued)
		When-Issued or
		Delayed Delivery
		Basis Transactions
Purchased securities	$	750,588,106
Sold securities		204,498,304

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
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 $5,251,813 of collateral to the Fund for forward
roll transactions.
    At period end, the Fund pledged $277,000 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.

4. 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

34 OPPENHEIMER TOTAL RETURN BOND FUND

4. 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.

5. 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

35 OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

5. 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 in the annual and semiannual reports. The net change
in unrealized appreciation and depreciation is reported in the Statement of Operations in
the annual and semiannual reports. Realized gains (losses) are reported in the Statement
of Operations in the annual and semiannual reports 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

36 OPPENHEIMER TOTAL RETURN BOND FUND

5. Use of Derivatives (Continued)
$227,844,953 and $224,752,611 on futures contracts purchased and sold, respectively.
    Additional associated risks of entering into futures contracts (and related options) include
the possibility that there may be an illiquid market where the Fund is unable to liquidate the
contract or enter into an offsetting position and, if used for hedging purposes, the risk that the
price of the contract will correlate imperfectly with the prices of the Fund’s securities.

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 in the
annual and semiannual reports. 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 in the annual and
semiannual reports. 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 in the annual and semiannual reports.
    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.
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.

37 OPPENHEIMER TOTAL RETURN BOND FUND

NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

5. Use of Derivatives (Continued)
    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.
    For the reporting period, the Fund had ending monthly average notional amounts of
$20,919,676 on total return swaps which are short the reference asset.
    Additional associated risks to the Fund include counterparty credit risk and liquidity risk.

Counterparty Credit Risk. Derivative positions are subject to the risk that the counterparty
will not fulfill its obligation to the Fund. The Fund intends to enter into derivative transactions
with counterparties that the Manager believes to be creditworthy at the time of the
transaction.
    The Fund’s risk of loss from counterparty credit risk on OTC derivatives is generally limited
to the aggregate unrealized gain netted against any collateral held by the Fund. For OTC
options purchased, the Fund bears the risk of loss of the amount of the premiums paid
plus the positive change in market values net of any collateral held by the Fund should the
counterparty fail to perform under the contracts. Options written by the Fund do not typically
give rise to counterparty credit risk, as options written generally obligate the Fund and not the
counterparty to perform.
    To reduce counterparty risk with respect to OTC transactions, the Fund has entered
into master netting arrangements, established within the Fund's International Swap and
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 in
the annual and semiannual reports. 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

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5. Use of Derivatives (Continued)
and variation margin deposited/paid by the Fund that is held in futures commission merchant,
broker and/or clearinghouse accounts for such exchange-traded derivatives and for centrally
cleared swaps.
    With respect to centrally cleared swaps, such transactions will be submitted for clearing,
and if cleared, will be held in accounts at futures commission merchants or brokers that are
members of clearinghouses. While brokers, futures commission merchants and clearinghouses
are required to segregate customer margin from their own assets, in the event that a broker,
futures commission merchant or clearinghouse becomes insolvent or goes into bankruptcy
and at that time there is a shortfall in the aggregate amount of margin held by the broker,
futures commission merchant or clearinghouse for all its customers, U.S. bankruptcy laws will
typically allocate that shortfall on a pro-rata basis across all the broker’s, futures commission
merchant’s or clearinghouse’s customers, potentially resulting in losses to the Fund.
    There is the risk that a broker, futures commission merchant or clearinghouse will decline to
clear a transaction on the Fund’s behalf, and the Fund may be required to pay a termination
fee to the executing broker with whom the Fund initially enters into the transaction.
Clearinghouses may also be permitted to terminate centrally cleared swaps at any time. The
Fund is also subject to the risk that the broker or futures commission merchant will improperly
use the Fund’s assets deposited/paid as initial or variation margin to satisfy payment
obligations of another customer. In the event of a default by another customer of the broker or
futures commission merchant, the Fund might not receive its variation margin payments from
the clearinghouse, due to the manner in which variation margin payments are aggregated for
all customers of the broker/futures commission merchant.
    Collateral and margin requirements differ by type of derivative. Margin requirements are
established by the broker, futures commission merchant or clearinghouse for exchange-
traded and cleared derivatives, including centrally cleared swaps. Brokers, futures commission
merchants and clearinghouses can ask for margin in excess of the regulatory minimum, or
increase the margin amount, in certain circumstances.
    Collateral terms are contract specific for OTC derivatives. For derivatives traded under an
ISDA master agreement, the collateral requirements are typically calculated by netting the
mark to market amount for each transaction under such agreement and comparing that
amount to the value of any collateral currently pledged by the Fund or the counterparty.
    For financial reporting purposes, cash collateral that has been pledged to cover obligations
of the Fund, if any, is reported separately on the Statement of Assets and Liabilities in the
annual and semiannual reports 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.

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NOTES TO STATEMENT OF INVESTMENTS Unaudited / Continued

6. 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.
    As of 5 p.m. Eastern Standard Time on April 12, 2019, the Reorganization has been
approved by shareholders of record of the Fund as of January 14, 2019. Accordingly, if certain
other closing conditions are satisfied or waived, the Reorganization is currently expected to
close on or about May 24, 2019, or as soon as practicable thereafter. This is subject to change. 

40 OPPENHEIMER TOTAL RETURN BOND FUND