N-CSR 1 d220153dncsr.htm OPPENHEIMER MASTER LOAN FUND, LLC Oppenheimer Master Loan Fund, LLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act file number 811-22137

Oppenheimer Master Loan Fund, LLC

(Exact name of registrant as specified in charter)

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of principal executive offices)  (Zip code)

Cynthia Lo Bessette

OFI Global Asset Management, Inc.

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

(Name and address of agent for service)

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

Date of fiscal year end:  September 30

Date of reporting period:  9/30/2016


Item 1.  Reports to Stockholders.


 

Annual Report

 

 

9/30/2016

 

 
 

 

 
 

 

LOGO

 

   
 

 

 
 

 

 

 

Oppenheimer

Master Loan

Fund, LLC

 


Table of Contents

 

Fund Performance Discussion    4
Top Holdings and Allocations    6
Fund Expenses    7
Statement of Investments    9
Statement of Assets and Liabilities    27
Statement of Operations    28
Statements of Changes in Net Assets    29
Financial Highlights    30
Notes to Financial Statements    31
Report of Independent Registered Public Accounting Firm    42
Board Approval of the Fund’s Investment Advisory and Sub-Advisory Agreements    43
Portfolio Proxy Voting Policies and Guidelines; Updates to Statement of Investments    46
Directors and Officers    47

 

 

PORTFOLIO MANAGERS: David Lukkes, CFA and Joseph Welsh, CFA

 

 

AVERAGE ANNUAL TOTAL RETURNS AT 9/30/16

 

    

 

Oppenheimer
Master Loan
Fund, LLC

 

   J.P. Morgan Leveraged
Loan Index
   Credit Suisse 
Leveraged Loan Index 
1-Year      6.63%      5.68%      5.32%
5-Year      6.19         5.71         5.44   
Since Inception (10/31/07)      5.12         4.81         4.28   

Performance data quoted represents past performance, which does not guarantee future results. The investment return and principal value of an investment in the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the performance quoted. Returns do not consider capital gains or income taxes on an individual’s investment. Fund returns include changes in share price and reinvested distributions.

The Fund’s performance is compared to the performance of the J.P. Morgan Leveraged Loan Index and the Credit Suisse Leveraged Loan Index. The J.P. Morgan Leveraged Loan Index tracks the performance of U.S. dollar denominated senior floating rate bank loans. The Credit Suisse Leveraged Loan Index tracks the performance of U.S. dollar denominated senior floating rate bank loans. The indices are unmanaged and cannot be purchased directly by investors. While index comparisons may be useful to provide a benchmark for the Fund’s performance, it

 

2        OPPENHEIMER MASTER LOAN FUND, LLC


must be noted that the Fund’s investments are not limited to the investments comprising the indices. Index performance includes reinvestment of income, but does not reflect transaction costs, fees, expenses or taxes. Index performance is shown for illustrative purposes only as a benchmark for the Fund’s performance, and does not predict or depict performance of the Fund. The Fund’s performance reflects the effects of the Fund’s business and operating expenses.

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

Shares of Oppenheimer Master Loan Fund, LLC are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Investments in the Fund may only be made by certain “accredited investors” within the meaning of Regulation D under the Securities Act, including other investment companies. This report does not constitute an offer to sell, or the solicitation of an offer to buy, any interests in the Fund.

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

 

3        OPPENHEIMER MASTER LOAN FUND, LLC


Fund Performance Discussion

The Fund returned 6.63% during the one-year reporting period, outperforming the J.P. Morgan Leveraged Loan Index (the “Index”), which returned 5.68%.

MARKET OVERVIEW

Early 2016 seemed to pick up where 2015 left off; with heightened volatility fueled by the three usual suspects: global economic slowdown in China, oil and Federal Reserve (“Fed”) uncertainty. However, senior loans rallied over the second half of the reporting period because of improved investor sentiment, driven partly by modest fundamental improvement of corporate earnings. Loan market technicals also improved during the reporting period as retail flows showed some signs of interest in the asset class again, collateralized loan obligation (CLO) formations continued to

grow and market participants had cash to invest in the market. Retail flows saw nine consecutive weeks of positive inflows to end the reporting period. New CLO formations surged over the third quarter of 2016 to $27.1bn, the highest amount since the second quarter of 2015. Year to date in 2016, new formations totaled $54 billion versus $90 billion over the same period a year ago (-40% year over year). Loan new issuance remained robust in the third quarter of 2016, totaling $130bn, bringing year to date volume to $291 billion vs. $266 billion in the first nine months of 2015 (+10% year over year).

 

 

 

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

 

LOGO

 

4        OPPENHEIMER MASTER LOAN FUND, LLC


FUND REVIEW

The Fund outperformed the Index during the reporting period. Positive performing industry sectors for the Fund included Metals and Mining, Broadcasting, Gaming, and Services, where security selection drove performance. The Fund received negative results from security selection in the Health Care and Financial industry sectors.

MARKET OUTLOOK & POSITIONING

Versus the Index, the portfolio has modest overweights in the Metals & Mining, Automotive (parts suppliers), and Broadcasting sectors and modest underweights in the Industrials, Health Care and Consumer Products sectors. Credit quality is solid with the revised forecast for default rates to be 1.5%-2% in 2016, down from the previous forecast of 2.5%-3% at the beginning of the year, according to J.P. Morgan. Current valuations remain attractive with spreads above the average at 504. The average loan price in the Index is still at an attractive discount of 97, representing potential for price appreciation in addition to income generated from the coupon.

 

 

5        OPPENHEIMER MASTER LOAN FUND, LLC


Top Holdings and Allocations

 

    

    

TOP TEN CORPORATE LOAN INDUSTRIES

 

  

  

  

Media     15.3%   
Commercial Services & Supplies     9.1      
Hotels, Restaurants & Leisure     8.3      
Internet Software & Services     7.8      
Health Care Equipment & Supplies     6.2      
Distributors     4.8      
Diversified Telecommunication Services     3.5      
Metals & Mining     3.2      
Electric Utilities     3.2      
Chemicals     3.1      

Portfolio holdings and allocations are subject to change. Percentages are as of September 30, 2016, and are based on net assets.

CREDIT RATING BREAKDOWN

 

   
 
 

 

NRSRO   
ONLY   
TOTAL   

 

  
  
  

 

AAA     7.4%   
BBB     3.3      
BB     31.7      
B     45.4      
CCC     5.1      
D     2.0      
Unrated     5.1      
Total      100.0%   

The percentages above are based on the market value of the Fund’s securities as of September 30, 2016, and are subject to change. Except for securities labeled “Unrated,” and except for certain securities issued or guaranteed by a foreign sovereign, all securities have been rated by at least one Nationally Recognized Statistical Rating Organization (“NRSRO”), such as S&P Global Ratings (“S&P”). For securities rated only by an NRSRO other than S&P, OppenheimerFunds, Inc. (the “Sub-Adviser”) converts that rating to the equivalent S&P rating. If two or more NRSROs have assigned a rating to a security, the highest S&P equivalent rating is used. Unrated securities issued or guaranteed by a foreign sovereign are assigned a credit rating equal to the highest NRSRO rating assigned to that foreign sovereign. For securities not rated by an NRSRO, the Sub-Adviser uses its own credit analysis to assign ratings in categories similar to those of S&P. The use of similar categories is not an indication that the Sub-Adviser’s credit analysis process is consistent or comparable with any NRSRO’s process were that NRSRO to rate the same security. Fund assets invested in Oppenheimer Institutional Government Money Market Fund are assigned that fund’s S&P rating, which is currently AAA. For the purposes of this table, “investment-grade” securities are securities rated within the NRSROs’ four highest rating categories (AAA, AA, A and BBB). Unrated securities do not necessarily indicate low credit quality, and may or may not be the equivalent of investment-grade. Please consult the Fund’s prospectus and Statement of Additional Information for further information.

 

 

6        OPPENHEIMER MASTER LOAN FUND, LLC


Fund Expenses

 

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

The examples are based on an investment of $1,000.00 invested at the beginning of the period and held for the entire 6-month period ended September 30, 2016.

Actual Expenses. The first section of the table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expense that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600.00 account value divided by $1,000.00 = 8.60), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During 6 Months Ended September 30, 2016” to estimate the expenses you paid on your account during this period.

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

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

 

7        OPPENHEIMER MASTER LOAN FUND, LLC


Actual    Beginning
Account
Value
April 1, 2016
      

Ending

Account

Value
September 30, 2016

    Expenses
Paid During
6 Months Ended
September 30, 2016    
 
      $ 1,000.00           $ 1,077.30                $ 1.87                 

 

Hypothetical

(5% return before expenses)

                 
         1,000.00            1,023.20                  1.82                 

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). The annualized expense ratio, excluding indirect expenses from affiliated funds, based on the 6-month period ended September 30, 2016 is as follows:

 

Expense Ratio

0.36%       

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

 

8        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS September 30, 2016

 

           Principal Amount     Value    

 

 
Corporate Loans—96.5%     

 

 
Consumer Discretionary—35.3%     

 

 
Auto Components—0.9%     

 

 
Cooper Standard, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 3/26/211    $ 4,174,963      $ 4,201,925     

 

 
FPC Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 11/19/191      4,459,610        3,998,785     

 

 
Tower Automotive Holdings USA LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 4/23/201      4,852,621        4,855,654     
    

 

 

 
      

 

      13,056,364  

 

  

 

 

 
Automobiles—1.5%     

 

 
Federal-Mogul Holdings Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B, 4.00%, 4/3/181      3,555,796        3,523,794     
Tranche C, 4.75%, 4/15/211      17,630,678        17,079,719     
    

 

 

 
      

 

20,603,513  

 

  

 

 

 
Distributors—4.8%     

 

 
Albertsons LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B4, 4.50%, 8/25/211      5,180,506        5,218,065     
Tranche B6, 4.75%, 6/22/231      3,823,820        3,864,448     

 

 
Ascena Retail Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 7/29/221      5,710,333        5,528,824     

 

 
Bass Pro Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 6/5/201      4,911,387        4,914,398     

 

 
BJ’s Wholesale Club, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 9/26/191      2,049,916        2,055,041     

 

 
Burlington Coat Factory Warehouse Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 3.50%, 8/13/211      1,895,000        1,905,955     

 

 
Capital Automotive LP, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.00%, 4/30/201      7,268,328        7,332,893     

 

 
Dollar Tree, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2.50%, 7/6/221      775,000        779,844     

 

 
Gymboree Corp. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 2/23/181      16,294,488        13,022,017     

 

 
Harbor Freight Tools USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.00%, 8/18/231      3,994,095        4,021,199     

 

 
JC Penney Corp., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 6/23/231      5,197,313        5,231,095     

 

 
Leslie’s Poolmart, Inc., Sr. Sec. Credit Facilities 1st Lien Term loan, Tranche B, 5.25%, 8/16/231      1,395,000        1,406,334     

 

 
Men’s Wearhouse, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/18/211      713,076        709,956     

 

 
PetSmart, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/11/221      7,635,038        7,658,897     

 

 
SUPERVALU, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 3/21/191      3,454,798        3,462,236     
    

 

 

 
      

 

67,111,202  

 

  

 

 

 
Diversified Consumer Services—2.1%     

 

 
4L Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%-7.00%, 5/8/201      1,800,906        1,706,359     

 

9        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

           Principal Amount     Value    

 

 
Diversified Consumer Services (Continued)     

 

 
Affinion Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 4/30/181    $ 5,707,930      $ 5,555,957     

 

 
IQOR US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 4/1/211      3,868,244        3,326,690     

 

 
IQOR US, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.75%, 4/1/221      1,100,036        803,026     

 

 
Koosharem LLC, Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 7.50%, 5/15/201      5,700,486        4,923,794     

 

 
Nord Anglia Education Finance, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 3/31/211      10,416,405        10,468,487     

 

 
Sedgwick, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 6.75%, 2/28/221      1,975,000        1,968,828     
    

 

 

 
      

 

      28,753,141  

 

  

 

 

 
Hotels, Restaurants & Leisure—8.3%     

 

 
Amaya Holdings BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 7/29/211      8,913,045        8,915,835     

 

 
American Casino & Entertainment Properties, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 7/7/221      1,042,627        1,058,267     

 

 
AMF Bowling Centers, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 9/19/231      3,404,728        3,400,472     

 

 
Boyd Gaming Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.446%, 9/15/231      5,075,000        5,115,600     

 

 
Caesars Entertainment Operating Co., Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B5, 1.50%, 3/1/171,2      553,615        595,597     

 

 
Caesars Entertainment Operating Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B4, 1.50%, 10/31/161,2      802,296        927,654     
Tranche B6, 1.50%, 3/1/171,2      2,174,067        2,383,321     
Tranche B7, 1.50%, 1/28/181,2      1,607,500        1,848,625     

 

 
Caesars Entertainment Resort Properties LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 10/11/201      21,191,941        21,125,716     

 

 
Caesars Growth Properties Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.25%, 5/10/211      5,015,889        4,965,730     

 

 
CEC Entertainment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 2/14/211      2,747,369        2,707,631     

 

 
Corner Investment Propco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 11.00%, 11/2/191      3,368,371        3,334,688     

 

 
Del Monte Foods Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%-5.75%, 2/18/211      964,590        909,930     

 

 
Eldorado Resorts, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 7/25/221      2,508,151        2,512,838     

 

 
Golden Nugget, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 11/21/191      5,059,531        5,089,575     

 

 
Hilton Worldwide Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term loan, Tranche B2, 2.50%, 10/25/231      304,238        306,845     

 

 
Jacobs Entertainment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 10/29/181      3,062,068        3,069,723     

 

 
La Quinta Intermediate Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 4/14/211      3,487,670        3,477,496     

 

10        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

           Principal Amount     Value    

 

 
Hotels, Restaurants & Leisure (Continued)     

 

 
Landry’s, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 4/24/181    $ 3,816,023      $ 3,825,563     

 

 
Pinnacle Operating Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 11/15/181      2,361,546        2,172,622     

 

 
Scientific Games International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B1, 6.00%, 10/18/201      6,924,364        6,954,042     
Tranche B2, 6.00%, 10/1/211      3,578,410        3,587,077     

 

 
SeaWorld Parks & Entertainment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4.088%, 5/14/201      1,184,777        1,190,997     

 

 
Station Casinos LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 6/8/231      8,069,775        8,112,125     

 

 
Weight Watchers International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.00%, 4/2/201      24,769,456        18,933,961     
    

 

 

 
      

 

    116,521,930  

 

  

 

 

 
Household Durables—0.9%     

 

 
Revlon Consumer Products Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 9/7/231      5,355,000        5,376,040     

 

 
Serta Simmons Bedding LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 10/1/191      2,000,000        2,008,750     

 

 
SRAM LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%-5.50%, 4/10/201      4,140,668        4,037,151     

 

 
Wilton Brands LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.50%, 8/30/181      2,185,365        1,824,780     
    

 

 

 
      

 

13,246,721  

 

  

 

 

 
Internet & Direct Marketing Retail—0.3%     

 

 

CWGS Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 2/20/201

 

    

 

4,776,518

 

  

 

   

 

4,789,954  

 

  

 

 

 
Leisure Products—0.4%     

 

 
Boyd Gaming Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 8/14/201      665,437        669,335     

 

 
Intrawest Operations Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 12/9/201      5,496,986        5,525,614     
    

 

 

 
      

 

6,194,949  

 

  

 

 

 
Media—15.3%     

 

 
Alpha Media Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.05%, 7/15/161,3,6      2,978,495        298     

 

 
Camelot Finance LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 9/16/231      3,100,000        3,105,329     

 

 
Checkout Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 4/1/211      6,606,787        6,045,210     

 

 
Cinram International, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 0.432%, 8/3/491,3,6      482,232        1,220     

 

 
Clear Channel Communications, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche D, 7.274%, 1/30/191      37,216,428        28,664,391     

 

 
Clear Channel Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche E, 8.024%, 7/30/191      4,206,170        3,236,122     

 

 
CSC Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 10/11/241      1,100,000        1,103,896     

 

11        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

           Principal Amount     Value    

 

 
Media (Continued)     

 

 
Deluxe Entertainment Services, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 2/26/201    $ 9,312,221      $ 9,213,279     

 

 
Formula One, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 7/30/211      9,029,025        9,048,780     

 

 
Getty Images, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 10/18/191      2,651,384        2,237,106     

 

 
Harland Clarke Holdings Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B3, 7.00%, 5/22/181      3,419,659        3,392,585     
Tranche B4, 6.00%-6.993%, 8/4/191      5,659,325        5,556,750     
Tranche B5, 7.00%, 12/31/191      3,670,818        3,606,579     

 

 
Intelsat Jackson Holdings SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 3.75%, 6/30/191      2,340,000        2,233,865     

 

 
ION Media Networks, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 12/18/201      4,868,516        4,910,059     

 

 
Legendary Pictures, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 4/22/201      6,925,000        6,942,312     

 

 
Liberty Cablevision of Puerto Rico LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 1/7/221      4,529,094        4,487,576     

 

 
Media General, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 7/30/201      5,137,172        5,146,270     

 

 
MediArena Acquisition BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 8/11/211      6,600,562        5,907,503     

 

 
Mergermarket USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 2/4/211      2,691,147        2,660,871     

 

 
MH Sub I LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 6/30/211      15,114,309        15,152,095     

 

 
Mission Broadcasting, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.00%, 9/26/231      1,227,273        1,234,685     

 

 
NEP/NCP Holdco, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 1/22/201      6,947,125        6,927,590     

 

 
Nexstar Broadcasting, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.00%, 9/26/231      13,772,727              13,856,658     

 

 
Penton Business Media, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 10/3/191      2,836,779        2,842,098     

 

 
Salem Communications Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 3/13/201      4,471,464        4,412,776     

 

 
SFR Group SA, Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B, 4.563%, 7/29/221      3,415,407        3,434,264     
Tranche B, 4.75%, 2/10/231      2,992,481        3,020,536     

 

 
Technicolor, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 7/11/201      5,149,346        5,162,220     

 

 
Tribune Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 12/27/201      5,827,612        5,879,769     

 

 
Univision Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche C3, 4.00%, 3/1/201      1,995,665        2,000,966     

 

 
UPC Financing Partnership, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.833%, 8/31/241      4,775,000        4,801,114     

 

 
Virgin Media Investment Holdings Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche F, 3.50%, 6/30/231      4,500,000        4,523,436     

 

12        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

           Principal Amount     Value    

 

 
Media (Continued)     

 

 
WaveDivision Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 10/12/191    $ 5,427,350      $ 5,437,526     

 

 
WideOpenWest Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 8/18/231      10,480,000        10,448,067     

 

 
William Morris Endeavor Entertainment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 5/6/211      8,109,276        8,151,849     

 

 
Yankee Cable Acquisition LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/1/201      5,404,762        5,416,923     

 

 
YP LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.00%-13.50%, 6/4/181      631,684        619,050     

 

 
Ziggo BV, Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B1, 3.50%, 1/15/221      2,773,404        2,772,971     
Tranche B2, 3.50%, 1/15/221      1,643,617        1,643,361     
Tranche B3, 3.601%, 1/15/221      510,717        510,638     
    

 

 

 
      

 

    215,748,593  

 

  

 

 

 
Multiline Retail—0.5%     

 

 

Neiman Marcus Group Ltd. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 10/25/201

 

    

 

7,241,858

 

  

 

   

 

6,712,942  

 

  

 

 

 
Specialty Retail—0.3%     

 

 

Key Safety Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 8/30/211

 

    

 

3,589,895

 

  

 

   

 

3,632,524  

 

  

 

 

 
Consumer Staples—2.0%     

 

 
Beverages—1.4%     

 

 
Burger King, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 12/10/211      5,557,923        5,600,163     

 

 
Hostess Brands LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 8/3/221      6,110,781        6,152,793     

 

 
KFC Holding Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.257%, 6/16/231      3,496,238        3,529,326     

 

 
Landry’s, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.00%, 9/19/231      4,140,000        4,165,875     
    

 

 

 
      

 

19,448,157  

 

  

 

 

 
Food & Staples Retailing—0.0%     

 

 

Rite Aid Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, Tranche 1, 5.75%, 8/21/201

 

    

 

772,798

 

  

 

   

 

776,059  

 

  

 

 

 
Food Products—0.6%     

 

 
CSM Bakery Supplies, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 7/3/201      5,465,936        5,308,790     

 

 
CSM Bakery Supplies, Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.75%, 7/5/211      1,605,104        1,464,657     

 

 
Dole Food Co., Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%-6.00%, 11/1/181      1,203,065        1,207,826     
    

 

 

 
      

 

7,981,273  

 

  

 

 

 
Energy—3.0%     

 

 
Energy Equipment & Services—2.7%     

 

 
American Energy-Marcellus LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 8/4/201      5,081,331        2,820,139     

 

13        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

           Principal Amount     Value    

 

 
Energy Equipment & Services (Continued)     

 

 
California Resources Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 11.375%, 12/31/211    $ 1,300,000      $ 1,368,792     

 

 
Chesapeake Energy Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.50%, 8/23/211      2,010,000        2,111,505     

 

 
Drillships Financing Holding, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 6.00%, 3/31/211      2,276,979        1,152,721     

 

 
Drillships Ocean Ventures, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 7/25/211      1,607,583        1,119,950     

 

 
Eastern Power LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 10/2/211      6,071,197        6,140,257     

 

 
Energy Transfer Equity LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.25%-4.00%, 12/2/191      1,875,000        1,864,979     

 

 
ExGen Texas Power LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.75%, 9/20/211      5,572,482        4,572,918     

 

 
Fieldwood Energy LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.875%, 9/25/181      2,964,769        2,608,997     

 

 
Gulf Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 8/16/231      3,350,000        3,266,250     

 

 
HGIM Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 6/18/201      2,015,262        1,274,653     

 

 
Larchmont Resources LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.75%, 8/7/191,3      375,222        119,133     

 

 
MEG Energy Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 3/31/201      2,860,034        2,664,121     

 

 
Pacific Drilling SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/3/181      628,538        177,562     

 

 
ProPetro Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.25%, 9/30/191      4,005,213        3,529,594     

 

 
Seadrill Operating LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 2/12/211      7,586,091        3,819,126     
    

 

 

 
      

 

      38,610,697  

 

  

 

 

 
Oil, Gas & Consumable Fuels—0.3%     

 

 

Southcross Energy Partners LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 7/29/211

 

    

 

4,482,612

 

  

 

   

 

3,660,335  

 

  

 

 

 
Financials—3.0%     

 

 
Capital Markets—0.5%     

 

 
Aretec Group, Inc., Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, 8.00%, 11/23/201      1,527,146        1,529,056     

 

 
Aretec Group, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 5.398%, 5/23/211,6      6,248,836        4,874,092     
    

 

 

 
      

 

6,403,148  

 

  

 

 

 
Commercial Banks—1.7%     

 

 
Acrisure LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 5/13/221      2,515,522        2,514,737     

 

 
Alliant Holdings Intermediate LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 8/12/221      2,105,665        2,108,485     

 

 
HUB International Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 10/2/201      8,677,024        8,685,840     

 

14        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

           Principal Amount     Value    

 

 
Commercial Banks (Continued)     

 

 
Hyperion Insurance Group Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 4/9/221    $ 3,826,895      $ 3,755,141     

 

 
iStar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 7/1/201      6,539,682        6,617,373     

 

 
NSAM LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.625%, 1/30/231      995,000        996,866     
    

 

 

 
      

 

      24,678,442  

 

  

 

 

 
Consumer Finance—0.2%     

 

 
PGX Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.75%, 9/29/201      1,659,773        1,660,810     

 

 
PGX Holdings, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.00%, 9/29/211      974,953        960,329     
    

 

 

 
      

 

2,621,139  

 

  

 

 

 
Insurance—0.6%     

 

 
Aqgen Liberty Management I, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 7/1/191      3,872,371        3,862,691     

 

 
National Financial Partners Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 7/1/201      5,154,620        5,168,042     
    

 

 

 
      

 

9,030,733  

 

  

 

 

 
Health Care—7.0%     

 

 
Health Care Equipment & Supplies—6.2%     

 

 
21st Century Oncology, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.125%, 4/30/221      1,405,941        1,321,584     

 

 
Air Medical Group Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 4/28/221      1,675,066        1,665,435     

 

 
Akorn, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 4/16/211      3,544,862        3,589,173     

 

 
Alliance Healthcare Services, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 6/3/191      3,222,261        3,077,260     

 

 
Alvogen Pharma US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 4/1/221      1,898,189        1,905,307     

 

 
Ardent Legacy Acquisitions, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 8/4/211      1,425,600        1,425,600     

 

 
CareCore National LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 3/5/211      1,110,646        1,092,598     

 

 
Carestream Health, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 6/7/191      4,200,842        3,909,934     

 

 
CHS/Community Health Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche G, 3.75%, 12/31/191      2,098,901        2,061,295     
Tranche H, 4.00%, 1/27/211      6,973,083        6,858,898     

 

 
ConvaTec, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 6/15/201      3,181,180        3,195,575     

 

 
DJO Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 6/8/201      5,721,674        5,619,760     

 

 
Drumm Investors LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 9.50%, 5/4/181      4,185,602        4,128,050     

 

 
Envision Healthcare Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.50%, 10/28/221      2,233,125        2,244,116     

 

15        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

           Principal Amount     Value    

 

 
Health Care Equipment & Supplies (Continued)     

 

 
HCR Healthcare, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 4/6/181    $ 2,067,393      $ 1,819,306     

 

 
inVentiv Health, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B4, 7.75%, 5/15/181      2,655,730        2,664,029     

 

 
Kinetic Concepts, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche E1, 5.00%, 11/4/201      5,857,075        5,915,037     

 

 
LifeCare Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Exit Term Loan, Tranche A, 6.50%, 11/30/181      1,887,134        1,580,474     

 

 
MPH Acquisition Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 5/25/231      3,434,813        3,482,041     

 

 
National Mentor, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 1/31/211      3,841,937        3,852,141     

 

 
National Surgical Hospitals, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/1/221      681,375        676,904     

 

 
New Trident Holdcorp, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 7/31/191      1,353,071        1,109,519     

 

 
Opal Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 11/27/201      4,865,681        4,543,329     

 

 
Ortho-Clinical Diagnostics, Inc., Sr. Sec Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 6/30/211      1,355,189        1,331,192     

 

 
Pharmaceutical Product Development LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche D, 4.25%, 8/18/221      4,780,260        4,801,174     

 

 
PRA Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 9/24/201      3,727,428        3,749,062     

 

 
Quorum Health Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 4/29/221      2,847,034        2,767,405     

 

 
Sterigenics-Nordion Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 5/15/221      2,773,566        2,776,963     

 

 
US Renal Care, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 12/30/221      525,112        506,339     

 

 
Valeant Pharmaceuticals International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche BE, 3.75%, 8/5/201      3,470,000        3,475,302     
    

 

 

 
      

 

87,144,802  

 

  

 

 

 
Health Care Providers & Services—0.7%     

 

 
Kindred Healthcare, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 4/9/211      6,969,070        6,964,714     

 

 
New Millennium Holdco, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 12/21/201      456,513        217,414     

 

 
Steward Health Care System LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.75%, 4/10/201      1,100,846              1,101,507     
    

 

 

 
      

 

8,283,635  

 

  

 

 

 
Health Care Technology—0.0%     

 

 

Vitera Healthcare Solutions LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 11/4/201

 

    

 

247,219

 

  

 

   

 

240,266  

 

  

 

 

 
Life Sciences Tools & Services—0.1%     

 

 
DPx Holdings BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/11/211      2,086,486        2,086,921     

 

16        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

           Principal Amount     Value    

 

 
Industrials—17.7%     

 

 
Aerospace & Defense—0.4%     

 

 
AM General LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 10.25%, 3/22/181    $ 2,253,918      $ 2,221,517     

 

 
Doncasters US Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 4/9/201      3,465,425        3,445,211     
    

 

 

 
      

 

5,666,728  

 

  

 

 

 
Commercial Services & Supplies—9.1%     

 

 
Access CIG LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 10/18/211      1,574,754        1,573,443     

 

 
Allied Universal Holdco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 7/28/221      14,707,179              14,633,643     

 

 
Ascend Learning LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 7/26/191      2,393,029        2,406,490     

 

 
Asurion LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B, 5.00%, 8/4/221      8,993,493        9,045,484     
Tranche B1, 5.00%, 5/24/191      4,925,268        4,944,762     

 

 
Audio Visual Services Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 1/22/211      7,329,719        7,357,205     

 

 
Ceridian HCM Holdings, Inc., Extended Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 9/15/201      3,209,646        3,150,803     

 

 
CEVA Group plc, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 3/14/211      982,095        790,280     

 

 
CEVA Group plc, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.50%, 3/19/211      834,781        671,738     

 

 
CEVA Group plc, Sr. Sec. Credit Facilities Letter of Credit 1st Lien Term Loan, 6.50%, 3/14/211      692,503        557,249     

 

 
Compass Group Diversified Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 6/6/211      2,024,925        2,031,253     

 

 
Crossmark Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 12/20/191      149,611        97,996     

 

 
Engility Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B1, 4.774%, 8/12/201      1,215,000        1,228,162     
Tranche B2, 5.75%, 8/14/231      3,196,324        3,230,285     

 

 
First Advantage, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.25%, 6/30/221      4,757,589        4,692,173     

 

 
Garda World Security Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 11/6/201      3,987,785        3,952,892     

 

 
Garda World Security Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 11/6/201      532,398        527,740     

 

 
IG Investments Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 10/31/211      1,460,000        1,470,950     

 

 
IG Investments Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 10/31/211      5,669,772        5,712,295     

 

 
Information Resources, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 9/30/201      606,121        607,777     

 

 
Inmar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 1/27/211      1,897,562        1,887,184     

 

 
iPayment, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.75%, 5/8/171      3,000,000        2,850,000     

 

17        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

           Principal Amount     Value    

 

 
Commercial Services & Supplies (Continued)     

 

 
Knowledge Universe, Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 8/12/221    $ 1,989,950      $ 2,004,874     

 

 
Laureate Education, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 3/17/211      4,444,647        4,427,055     

 

 
Livingston International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 5.50%, 4/18/191      1,252,100        1,178,539     

 

 
Livingston International, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.50%, 4/17/201      551,135        503,256     

 

 
LS Deco LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 5/23/221      1,897,500        1,909,359     

 

 
Monitronics International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 6.50%, 9/21/221      7,230,000        7,211,925     

 

 
Novitex Acquisition LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 7/1/201      1,985,975        1,876,747     

 

 
Sabre GLBL, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 2/19/191      5,790,915        5,824,091     

 

 
SourceHOV LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.75%, 10/31/191      1,755,942        1,469,504     

 

 
Travelport Finance Luxembourg Sarl, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 9/2/211      9,785,724        9,837,715     

 

 
West Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B12, 3.75%, 6/17/231      10,902,675        10,981,719     

 

 
XPO Logistics, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.25%, 10/30/211      7,286,738        7,335,012     
    

 

 

 
      

 

    127,979,600  

 

  

 

 

 
Electrical Equipment—0.3%     

 

 
Applied Systems, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 1/25/211      3,395,810        3,406,775     

 

 
Internap Network Services Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 11/22/191      1,357,458        1,292,979     
    

 

 

 
      

 

4,699,754  

 

  

 

 

 
Industrial Conglomerates—2.7%     

 

 
Apex Tool Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 1/31/201      1,396,723        1,378,828     

 

 
Boyd Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.25%, 4/15/221      1,686,764        1,667,262     

 

 
Cortes NP Acquisition Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 9/29/231      5,500,000        5,390,000     

 

 
CPI Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 8/17/221      3,531,923        3,456,870     

 

 
Dayco Products LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 12/12/191      5,617,682        5,645,770     

 

 
Doosan Bobcat, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 5/28/211      2,522,823        2,554,359     

 

 
Excelitas Technologies Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 11/2/201      783,153        770,916     

 

 
Filtration Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 11/20/201      866,210        869,783     

 

18        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

           Principal Amount     Value    

 

 
Industrial Conglomerates (Continued)     

 

 
Gates Global LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 7/5/211    $ 5,360,531      $ 5,289,215     

 

 
Hillman Group, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/30/211      2,392,562        2,403,778     

 

 
Milacron LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 9/28/201      2,759,401        2,774,025     

 

 
Wencor Group, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 6/25/211      2,518,868        2,333,102     

 

 
WP CPP Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 12/28/191      3,578,095        3,515,478     
    

 

 

 
      

 

38,049,386  

 

  

 

 

 
Machinery—0.9%     

 

 
BWAY Holdings Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 8/14/201      10,945,979        11,013,253     

 

 
International Equipment Solutions LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.25%, 8/16/191      1,565,037        1,420,271     
    

 

 

 
      

 

      12,433,524  

 

  

 

 

 
Road & Rail—2.4%     

 

 
Air Canada, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 9/21/231      1,390,000        1,396,081     

 

 
American Airlines, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.25%, 10/10/211      1,525,000        1,530,402     

 

 
Commercial Barge Line Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 9.75%, 11/12/201      5,146,025        5,023,807     

 

 
Kenan Advantage Group, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan:     
Tranche B1, 4.00%, 7/29/221      2,844,558        2,836,559     
Tranche B2, 4.00%, 7/29/221      873,505        871,049     

 

 
Kenan Advantage Group, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Delayed Draw, 1.50%, 1/31/171      199,366        198,805     

 

 
Wabash National Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/18/221      1,270,195        1,274,958     

 

 
Western Express, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 8.924%, 2/23/221      12,017,200        12,013,595     

 

 
YRC Worldwide, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 8.00%, 2/13/191      8,938,189        8,535,971     
    

 

 

 
      

 

33,681,227  

 

  

 

 

 
Trading Companies & Distributors—0.3%     

 

 
Orchard Acquisition Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.00%, 2/8/191      5,857,466        2,255,124     

 

 
Walter Investment Management Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 12/11/201      2,801,187        2,577,092     
    

 

 

 
      

 

4,832,216  

 

  

 

 

 
Transportation Infrastructure—1.6%     

 

 
MPG Holdco I, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.75%, 10/20/211      1,672,541        1,678,813     

 

 
Navistar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 8/7/201      12,259,736        12,299,887     

 

19        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

     Principal Amount      Value    

 

 
Transportation Infrastructure (Continued)      

 

 
TI Group Automotive Systems LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 6/30/221    $ 8,232,397       $ 8,273,493     
     

 

 

 
       

 

22,252,193  

 

  

 

 

 
Information Technology—10.9%      

 

 
Communications Equipment—0.3%      

 

 

Birch Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.75%, 7/17/201

 

    

 

4,979,053

 

  

 

    

 

3,933,452  

 

  

 

 

 
Electronic Equipment, Instruments, & Components—0.4%      

 

 
Aricent Technologies, Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 4/14/211      2,838,803         2,573,553     

 

 
Kronos, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 10/30/191      3,398,872         3,413,212     
     

 

 

 
       

 

5,986,765  

 

  

 

 

 
Internet Software & Services—7.8%      

 

 
Abacus Innovations Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.274%, 8/16/231      3,995,000         4,023,297     

 

 
Active Network, Inc. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.50%, 11/13/201      4,346,513         4,328,401     

 

 
Avago Technologies Cayman Finance Ltd., Sr. Sec. Credit Facilities 1st Term Loan, Tranche B3, 3.508%, 2/1/231      998,707         1,011,815     

 

 
Avaya, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B7, 6.25%, 4/30/201      22,041,633                     16,310,808     

 

 
Cavium, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 8/10/221      2,220,000         2,239,425     

 

 
CDW LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.00%, 8/17/231      5,900,213         5,921,111     

 

 
Compuware Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 6.25%, 12/15/211      3,945,304         3,926,812     

 

 
Cypress Semiconductor Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 7/5/211      6,005,000         6,080,062     

 

 
Dell International LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 9/7/231                  12,065,000         12,148,574     

 

 
Deltek, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 6/25/221      2,959,000         2,976,260     

 

 
Epicor Software Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.75%, 6/1/221      3,218,154         3,173,905     

 

 
Informatica Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 8/5/221      4,043,435         3,938,019     

 

 
MKS Instruments, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 4/28/231      2,334,036         2,366,860     

 

 
Polycom, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 9/27/231      2,405,000         2,320,825     

 

 
Riverbed Technology, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 4/25/221      5,671,328         5,728,042     

 

 
Science Applications International Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.25%, 8/23/211      1,970,000         1,984,775     

 

 
Seahawk Holding Cayman Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.00%, 9/27/221      3,940,000         3,912,912     

 

20        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

     Principal Amount      Value    

 

 
Internet Software & Services (Continued)      

 

 
SolarWinds Holdings. Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 2/3/231    $             1,895,250       $ 1,915,190     

 

 
TIBCO Software, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.50%, 12/4/201      5,794,613         5,730,026     

 

 
TTM Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 5/31/211      2,747,518         2,786,981     

 

 
Uber Technologies, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 7/13/231      1,080,000         1,082,137     

 

 
Veritas US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B1, 6.625%, 1/27/231      7,243,837         6,788,076     

 

 
Western Digital Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 4/29/231      7,112,175         7,198,858     

 

 
Zebra Technologies Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 10/27/211      1,138,439         1,152,936     
     

 

 

 
       

 

          109,046,107  

 

  

 

 

 
IT Services—0.7%      

 

 
First Data Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan:      
Tranche B, 4.522%, 3/24/211      8,331,223         8,391,341     
Tranche B, 4.272%, 7/8/221      1,320,000         1,329,442     
     

 

 

 
       

 

9,720,783  

 

  

 

 

 
Office Electronics—0.4%      

 

 
BMC Foreign Holding Co., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 9/10/201      485,449         467,244     

 

 
BMC Software, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 9/10/201      4,758,855         4,598,906     
     

 

 

 
       

 

5,066,150  

 

  

 

 

 
Software—1.3%      

 

 
Aptean, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 2/21/201      1,439,399         1,436,251     

 

 
Blackboard, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B3, 4.75%, 10/4/181      4,554,732         4,547,139     

 

 
Infor US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B5, 3.75%, 6/3/201      5,575,677         5,542,819     

 

 
RP Crown Parent LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 12/21/181      2,239,022         2,238,245     

 

 
Securus Technologies Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan:      
Tranche B, 4.75%, 4/30/201      3,739,123         3,700,565     
Tranche B2, 5.25%, 4/30/201      446,625         442,299     

 

 
Securus Technologies Holdings, Inc., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 9.00%, 4/30/211      1,057,322         1,021,857     
     

 

 

 
       

 

18,929,175  

 

  

 

 

 
Materials—10.5%      

 

 
Chemicals—3.1%      

 

 
CeramTec Acquisition Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.25%, 8/28/201      344,779         346,826     

 

 
CeramTec Service GmbH, Sr. Sec. Credit Facilities 1st Lien Term Loan:      
Tranche B1, 4.25%, 8/28/201      3,108,629         3,127,088     
Tranche B3, 4.25%, 8/28/201      942,185         947,780     

 

21        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

     Principal Amount      Value    

 

 
Chemicals (Continued)      

 

 
Cyanco Intermediate Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 5/1/201    $             1,096,574       $ 1,096,574     

 

 
Emerald Performance Materials LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 7/23/211      2,311,672         2,324,195     

 

 
Ineos Styrolution US Holding LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 9/15/211      2,380,000         2,412,725     

 

 
Ineos US Finance LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 3/31/221      2,728,761         2,755,260     

 

 
Kraton Polymers LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 1/6/221      530,986         535,508     

 

 
KRATON Polymers LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 1/6/221      8,169,014         8,238,581     

 

 
OCI Beaumont LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.75%, 8/20/191      3,955,065         3,836,413     

 

 
Road Infrastructure Investment LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 6/13/231      1,470,000         1,481,025     

 

 
Royal Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.50%, 6/20/221      3,414,349         3,431,421     

 

 
Solenis International LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 8/2/211      1,334,048         1,331,732     

 

 
Tronox Pigments BV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 3/19/201      4,742,642         4,701,144     

 

 
Univar, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.25%, 7/1/221      5,539,970         5,549,206     

 

 
Versum Materials, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 9/20/231      1,965,000         1,979,125     
     

 

 

 
       

 

          44,094,603  

 

  

 

 

 
Construction Materials—1.5%      

 

 
Beacon Roofing Supply, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.50%, 10/1/221      204,484         205,165     

 

 
Continental Building Products Operating Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.588%, 8/11/231      3,601,803         3,619,812     

 

 
CPG International, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.75%, 9/30/201      2,384,767         2,392,220     

 

 
HD Supply, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 3.75%, 8/13/211      3,650,619         3,664,688     

 

 
HD Supply, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 2.75%, 10/15/231      2,585,000         2,592,000     

 

 
Henry Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 9/30/231      1,015,000         1,017,538     

 

 
Quikrete Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 9/28/201      3,451,884         3,481,729     

 

 
Realogy Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 7/20/221      3,449,600         3,475,472     
     

 

 

 
       

 

20,448,624  

 

  

 

 

 
Containers & Packaging—2.5%      

 

 
Ardagh Holdings USA, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 12/17/191      3,430,136         3,444,073     

 

22        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

     Principal Amount      Value    

 

 
Containers & Packaging (Continued)      

 

 
Berry Plastics Group, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche H, 3.75%, 10/3/221    $ 6,677,575       $ 6,704,285     

 

 
Consolidated Container Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 7/3/191      3,565,530         3,559,586     

 

 
Exopack/Coveris Holdings SA, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.50%, 5/8/191      4,346,798         4,346,798     

 

 
KIK Custom Products, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.00%, 8/26/221      1,447,575         1,449,989     

 

 
Kloeckner Pentaplast of America, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 4/22/201      2,059,484         2,074,930     

 

 
Kloeckner Pentaplast of America, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 4/28/201      4,817,788         4,853,921     

 

 
Reynolds Group Holdings, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 4.25%, 2/5/231      5,291,044         5,313,589     

 

 
SIG Combibloc US Acquisition, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 3/13/221      2,995,000         3,002,907     
     

 

 

 
       

 

34,750,078  

 

  

 

 

 
Metals & Mining—3.2%      

 

 
Arch Coal, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, 7.50%, 5/16/181      28,411,482         21,663,755     

 

 
Arch Coal, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Delayed Draw, 5.00%, 1/31/171      1,262,696         1,268,221     

 

 
Murray Energy Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 8.25%, 4/16/201                22,484,722                   19,252,543     

 

 
Novelis, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 6/2/221      3,455,590         3,475,028     
     

 

 

 
       

 

45,659,547  

 

  

 

 

 
Paper & Forest Products—0.2%      

 

 

Signode Industrial Group US, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 4/30/211

 

    

 

3,057,669

 

  

 

    

 

3,059,580  

 

  

 

 

 
Telecommunication Services—3.5%      

 

 
Diversified Telecommunication Services—3.5%      

 

 
Cincinnati Bell, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 9/10/201      8,229,099         8,256,526     

 

 
Communications Sales & Leasing, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 10/14/221      9,190,084         9,232,588     

 

 
Consolidated Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 9/19/231      2,035,000         2,051,534     

 

 
FairPoint Communications, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 7.50%, 2/14/191      1,627,780         1,632,697     

 

 
Global Tel*Link Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 5.00%, 5/22/201      5,746,833         5,584,008     

 

 
IPC Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 8/6/211      3,309,570         3,144,092     

 

 
IPC Corp., Sr. Sec. Credit Facilities 2nd Lien Term Loan, 10.50%, 2/4/221      1,968,972         1,585,023     

 

 
LTS Buyer LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%-4.088%, 4/13/201      8,417,899         8,432,630     

 

23        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

 

     Principal Amount      Value    

 

 
Diversified Telecommunication Services (Continued)      

 

 
US TelePacific Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, 6.00%, 11/25/201    $             4,166,405       $ 4,100,005     

 

 
Windstream Services LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B6, 5.00%, 3/16/211      1,515,000         1,522,575     

 

 
Zayo Group LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.75%, 5/6/211      3,652,066         3,671,306     
     

 

 

 
       

 

          49,212,984  

 

  

 

 

 
Utilities—3.6%      

 

 
Electric Utilities—3.2%      

 

 
Alinta Energy Finance Pty Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.375%, 8/13/191      7,662,735         7,662,735     

 

 
Alinta Energy Finance Pty Ltd., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 6.375%, 8/13/181      509,348         509,348     

 

 
Dayton Power & Light Co. (The), Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 4.00%, 8/18/221      2,960,000         3,004,400     

 

 
Dynegy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 6/27/231      7,655,000         7,714,005     

 

 
EFS Cogen Holdings I LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.25%, 6/28/231      2,013,130         2,038,294     

 

 
Energy Future Intermediate Holding Co. LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Debtor in Possession, 4.25%, 12/19/161      8,340,000         8,374,753     

 

 
InterGen NV, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.50%, 6/15/201      3,631,907         3,441,232     

 

 
MRP Generation Holdings LLC, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 8.00%, 7/29/261      1,120,000         1,058,400     

 

 
NRG Energy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.50%, 6/30/231      5,392,865         5,412,527     

 

 
Sandy Creek Energy Associates LP, Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 5.00%, 11/9/201      6,719,900         5,641,913     
     

 

 

 
       

 

44,857,607  

 

  

 

 

 
Independent Power and Renewable Electricity Producers—0.4%      

 

 
Calpine Corp., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B, 3.59%, 5/27/221      1,940,438         1,948,017     

 

 
Dynegy, Inc., Sr. Sec. Credit Facilities 1st Lien Term Loan, Tranche B2, 4.00%, 4/23/201      3,625,112         3,640,218     
     

 

 

 
        5,588,235     
     

 

 

 
Total Corporate Loans (Cost $1,357,668,822)        

 

1,357,285,758  

 

  

 

 

 
Corporate Bonds and Notes—1.1%      

 

 
Altice US Finance I Corp., 5.50% Sr. Sec. Nts., 5/15/264      5,470,000         5,661,450     

 

 
Cheniere Corpus Christi Holdings LLC, 7% Sr. Sec. Nts., 6/30/244      3,180,000         3,450,300     

 

 
Erickson Air-Crane, Inc., 6% Sub. Nts., 11/2/203      644,070         176,777     

 

 
Reynolds Group Issuer, Inc./Reynolds Group Issuer LLC/ Reynolds Group Issuer Luxembourg, 4.127% Sr. Sec. Nts., 7/15/211,4      2,055,000         2,090,962     

 

 
Sabine Pass Liquefaction LLC, 5.875% Sr. Sec. Nts., 6/30/264      3,180,000         3,468,188     
     

 

 

 
Total Corporate Bonds and Notes (Cost $14,676,766)         14,847,677     

 

24        OPPENHEIMER MASTER LOAN FUND, LLC


    

 

     Shares      Value    

 

 
Preferred Stock—0.0%      

 

 
Alpha Media Group, Inc., Preferred5 (Cost $–)     

 

105

 

  

 

   $

 

—  

 

  

 

 

 
Common Stocks—1.1%      

 

 
Alpha Media Group, Inc.5      784         —     

 

 
Aretec Group, Inc.5      52,157         391,177     

 

 
Cinram International Income Fund5      16,132,097         —     

 

 
Contura Energy, Inc.5      8,578         279,643     

 

 
Everyware Global, Inc.5      106,918         761,791     

 

 
ION Media Networks, Inc.5      6,081         2,572,263     

 

 
Mach Gen LLC5      34,118         89,560     

 

 
Media General, Inc.5      546,336         10,068,972     

 

 
Millennium Corporate Claim Litigation Trust5      5,431         54     

 

 
Millennium Lender Claim Litigation Trust5      10,862         109     

 

 
New Millennium Holdco, Inc.5      111,266         1,113     

 

 
Precision Partners5      43         3,279     

 

 
Quicksilver Resources, Inc. 5                  11,634,576         417,683     

 

 
Sabine Oil5      1,394         67,609     

 

 
Templar Energy, Cl. A5      154,052         1,116,878     

 

 
Vantage Drilling International5      6,005         480,400     
     

 

 

 
Total Common Stocks (Cost $25,797,420)        

 

16,250,531  

 

  

 

     Units         

 

 
Rights, Warrants and Certificates—0.0%      

 

 
Sabine Oil Tranche 1 Wts., Strike Price $4.49, Exp. 8/11/265      4,421         33,157     

 

 
Sabine Oil Tranche 2 Wts., Strike Price $2.72, Exp. 8/11/265      787         5,116     
     

 

 

 
Total Rights, Warrants and Certificates (Cost $591,883)        

 

38,273  

 

  

 

     Shares         

 

 
Investment Company—7.9%      

 

 
Oppenheimer Institutional Government Money Market Fund, Cl. E, 0.28%7,8 (Cost $111,077,624)      111,077,624         111,077,624     

 

 
Total Investments, at Value (Cost $1,509,812,515)      106.6%           1,499,499,863     

 

 
Net Other Assets (Liabilities)      (6.6)             (92,821,065)    
  

 

 

 
Net Assets      100.0%         $     1,406,678,798     
  

 

 

 

Footnotes to Statement of Investments

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

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

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

4. Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Directors. These securities amount to $14,670,900 or 1.04% of the Fund’s net assets at period end.

5. Non-income producing security.

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

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

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

 

25        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF INVESTMENTS Continued

Footnotes to Statement of Investments (Continued)

 

affiliate are as follows:

 

     Shares
September 30,
2015
    

Gross

Additions

    

Gross

Reductions

    

Shares
September 30,

2016

 

 

 
Oppenheimer Institutional Government Money Market Fund, Cl. Ea      39,153,521                   875,089,883          803,165,780                  111,077,624    
                   Value        Income  

 

 
Oppenheimer Institutional Government Money Market Fund, Cl. Ea          $     111,077,624           $ 211,154    

a. Prior to September 28, 2016, the fund was named Oppenheimer Institutional Money Market Fund.

See accompanying Notes to Financial Statements.

 

26        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF ASSETS AND LIABILITIES September 30, 2016

 

 

 
Assets   
Investments, at value—see accompanying statement of investments:   
Unaffiliated companies (cost $1,398,734,891)    $ 1,388,422,239      
Affiliated companies (cost 111,077,624)      111,077,624      
  

 

 

 
     1,499,499,863      

 

 
Cash      22,900,522      

 

 
Receivables and other assets:   
Investments sold      31,208,528      
Interest and dividends      5,524,129      
Other      40,269      
  

 

 

 
Total assets     

 

1,559,173,311   

 

  

 

 

 
Liabilities   
Payables and other liabilities:   
Investments purchased      152,088,239      
Shares of beneficial interest redeemed      175,485      
Directors’ compensation      33,265      
Shareholder communications      3,250      
Other      194,274      
  

 

 

 
Total liabilities     

 

152,494,513   

 

  

 

 

 
Net Assets—applicable to 90,119,082 shares of beneficial interest outstanding    $   1,406,678,798      
  

 

 

 

 

 
Net asset Value, Redemption Price and Offering Price Per Share      $15.61      

See accompanying Notes to Financial Statements.

 

27        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENT OF OPERATIONS For the Year Ended September 30, 2016

 

 

 
Investment Income   
Interest    $ 72,728,705       

 

 
Dividends—affiliated companies      211,154       

 

 
Other income      151,035       
  

 

 

 
Total investment income     

 

73,090,894    

 

  

 

 

 
Expenses   
Management fees      3,611,731       

 

 
Transfer and shareholder servicing agent fees      60,196       

 

 
Shareholder communications      10,096       

 

 
Legal, auditing and other professional fees      398,234       

 

 
Custodian fees and expenses      257,452       

 

 
Directors’ compensation      40,456       

 

 
Other      17,714       
  

 

 

 
Total expenses      4,395,879       
Less waivers and reimbursements of expenses      (53,820)      
  

 

 

 
Net expenses     

 

4,342,059    

 

  

 

 

 
Net Investment Income            68,748,835       

 

 
Realized and Unrealized Gain (Loss)   
Net realized loss on unaffiliated companies      (37,142,535)      

 

 
Net change in unrealized appreciation/depreciation on:   
Investments      45,400,246       
Translation of assets and liabilities denominated in foreign currencies      8,728       
  

 

 

 
Net change in unrealized appreciation/depreciation     

 

45,408,974    

 

  

 

 

 
Net Increase in Net Assets Resulting from Operations    $ 77,015,274       
  

 

 

 

See accompanying Notes to Financial Statements.

 

28        OPPENHEIMER MASTER LOAN FUND, LLC


STATEMENTS OF CHANGES IN NET ASSETS

 

     Year Ended
September 30, 2016
    Year Ended
September 30, 2015
 

 

 
Operations     
Net investment income    $ 68,748,835         $ 66,801,642      

 

 
Net realized loss      (37,142,535)          (23,939,963)     

 

 
Net change in unrealized appreciation/depreciation      45,408,974           (31,695,632)     
  

 

 

 

Net increase in net assets resulting from operations

 

    

 

77,015,274   

 

  

 

   

 

11,166,047   

 

  

 

 

 
Beneficial Interest Transactions     
Net increase (decrease) in net assets resulting from beneficial interest transactions:     
Proceeds from contributions      343,212,008           144,513,932      
Payments for withdrawals      (285,384,526)          (384,916,932)     
  

 

 

 
    

 

57,827,482   

 

  

 

   

 

(240,403,000)  

 

  

 

 

 
Net Assets     
Total increase (decrease)      134,842,756           (229,236,953)     

 

 
Beginning of period      1,271,836,042           1,501,072,995      
  

 

 

 
End of period    $  1,406,678,798         $  1,271,836,042      
  

 

 

 

 

See accompanying Notes to Financial Statements.

 

29        OPPENHEIMER MASTER LOAN FUND, LLC


FINANCIAL HIGHLIGHTS

 

    

Year Ended
      September 30,

2016

  

Year Ended
   September 30,

2015

  

Year Ended
   September 30,

2014

  

Year Ended
   September 30,

2013

  

Year Ended
   September 28,

20121

 

Per Share Operating Data               
Net asset value, beginning of period    $14.64    $14.51    $13.84    $12.88    $11.56

 

Income (loss) from investment operations:               
Net investment income2    0.84    0.74    0.74    0.90    0.86
Net realized and unrealized gain (loss)    0.13    (0.61)    (0.07)    0.06    0.46
  

 

Total from investment operations    0.97    0.13    0.67    0.96    1.32

 

Net asset value, end of period    $15.61    $14.64    $14.51    $13.84    $12.88
  

 

              

 

Total Return, at Net Asset Value3    6.63%    0.90%    4.84%    7.45%    11.42%
              

 

Ratios/Supplemental Data               
Net assets, end of period (in thousands)     $1,406,679     $1,271,836    $1,501,073    $813,969     $2,112,342 

 

Average net assets (in thousands)     $1,205,754     $1,321,015    $1,398,916    $1,492,179     $2,045,550 

 

Ratios to average net assets:4               
Net investment income    5.70%    5.06%    5.15%    6.78%    6.98%
Total expenses5    0.36%    0.35%    0.34%    0.36%    0.33%
Expenses after payments, waivers and/or reimbursements and reduction to custodian expenses    0.36%    0.35%    0.33%    0.36%    0.33%

 

Portfolio turnover rate    74%    57%    73%    105%    60%

1. September 28, 2012 represents the last business day of the Fund’s reporting period.

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

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

4. Annualized for periods less than one full year.

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

         
Year Ended September 30, 2016   0.36%  
Year Ended September 30, 2015   0.35%  
Year Ended September 30, 2014   0.35%  
Year Ended September 30, 2013   0.36%  
Year Ended September 28, 2012   0.33%  

See accompanying Notes to Financial Statements.

 

30        OPPENHEIMER MASTER LOAN FUND, LLC


NOTES TO FINANCIAL STATEMENTS September 30, 2016

 

 

 

1. Organization

Oppenheimer Master Loan Fund, LLC (the “Fund”) is organized as a Delaware limited liability company and registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as a diversified open-end, management investment company. The Fund’s investment objective is to seek income. 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. At period end, approximately 82.43% of the shares of the Fund were owned by the Manager, other funds advised or sub-advised by the Manager or an affiliate of the Manager.

Shares of the Fund are issued solely in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Investments in the Fund may only be made by certain “accredited investors” within the meaning of Regulation D under the Securities Act, including other investment companies. The Fund currently offers one class of shares.

For federal income tax purposes, the Fund qualifies as a partnership, and each investor in the Fund is treated as the owner of its proportionate share of the net assets, income, expenses, and realized and unrealized gains and losses of the Fund. Accordingly, as a “pass-through” entity, the Fund pays no dividends or capital gain distributions.

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

 

 

2. Significant Accounting Policies

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

Foreign Currency Translation. The Fund’s accounting records are maintained in U.S. dollars. The values of securities denominated in foreign currencies and amounts related to the purchase and sale of foreign securities and foreign investment income are translated into U.S. dollars as of the close of the New York Stock Exchange (the “Exchange”), normally 4:00 P.M. Eastern time, on each day the Exchange is open for trading. Foreign exchange rates may be valued primarily using a reliable bank, dealer or service authorized by the Board of Directors.

Reported net realized gains and losses from foreign currency transactions arise from sales of portfolio securities, sales and maturities of short-term securities, sales of foreign currencies, exchange rate fluctuations between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized appreciation and depreciation on the translation of assets and liabilities denominated in foreign currencies arise from changes in the values of assets and liabilities, including investments in securities at fiscal period end, resulting from changes in exchange rates.

The effect of changes in foreign currency exchange rates on investments is separately

 

31        OPPENHEIMER MASTER LOAN FUND, LLC


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

2. Significant Accounting Policies (Continued)

 

identified from the fluctuations arising from changes in market values of securities held and reported with all other foreign currency gains and losses in the Fund’s Statement of Operations.

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

Discount and premium, which are included in interest income on the Statement of Operations, are amortized or accreted daily.

Custodian Fees. “Custodian fees and expenses” in the Statement of Operations may include interest expense incurred by the Fund on any cash overdrafts of its custodian account during the period. Such cash overdrafts may result from the effects of failed trades in portfolio securities and from cash outflows resulting from unanticipated shareholder redemption activity. The Fund pays interest to its custodian on such cash overdrafts, to the extent they are not offset by positive cash balances maintained by the Fund, at a rate equal to the Federal Funds Rate plus 0.50%. The “Reduction to custodian expenses” line item, if applicable, represents earnings on cash balances maintained by the Fund during the period. Such interest expense and other custodian fees may be paid with these earnings.

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

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

Federal Taxes. The Fund, as an entity, will not be subject to U.S. federal income tax. The Fund will be treated for U.S. federal income tax purposes as a partnership, and not as an association taxable as a corporation. Therefore, a tax provision is not required. Each shareholder is required for U.S. federal income tax purposes to take into account, in its taxable year with which (or within which a taxable year of the Fund ends), its distributive share of all items of Fund income, gains, losses, and deductions for such taxable year of the Fund. A shareholder must take such items into account even if the Fund does not distribute cash or other property to such shareholder during its taxable year.

Although the Fund is treated as a partnership for Federal tax purposes, it is intended that the Fund’s assets, income and distributions will be managed in such a way that investment

 

32        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

 

 

2. Significant Accounting Policies (Continued)

 

in the Fund would not cause an investor that is a regulated investment company under Subchapter M of the Code (“RIC”) to fail that qualification.

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

 

 

3. Securities Valuation

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

The Fund’s Board has adopted procedures for the valuation of the Fund’s securities and has delegated the day-to-day responsibility for valuation determinations under those procedures to the Manager. The Manager has established a Valuation Committee which is responsible for determining a “fair valuation” for any security for which market quotations are not “readily available.” The Valuation Committee’s fair valuation determinations are subject to review, approval and ratification by the Fund’s Board at its next regularly scheduled meeting covering the calendar quarter in which the fair valuation was determined.

Valuation Methods and Inputs

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

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

Securities traded on a registered U.S. securities exchange (including exchange-traded derivatives other than futures and futures options) are valued based on the last sale price of the security reported on the principal exchange on which it is traded, prior to the time when the Fund’s assets are valued. In the absence of a sale, the security is valued at the mean between the bid and asked price on the principal exchange or, if not available from the principal exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) a bid from the principal exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer. A security of a foreign issuer traded on a foreign exchange, but not listed on a registered U.S. securities exchange, is valued based on the last sale price on the principal exchange on which the security is traded, as identified by the third party pricing service used by the Manager, prior to the time when the Fund’s assets are valued. If the last sale price is unavailable, the security is valued at the most recent official closing price on the principal

 

33        OPPENHEIMER MASTER LOAN FUND, LLC


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

3. Securities Valuation (Continued)

 

exchange on which it is traded. If the last sales price or official closing price for a foreign security is not available, the security is valued at the mean between the bid and asked price per the exchange or, if not available from the exchange, obtained from two dealers. If bid and asked prices are not available from either the exchange or two dealers, the security is valued by using one of the following methodologies (listed in order of priority): (1) a bid from the exchange, (2) the mean between the bid and asked price as provided by a single dealer, or (3) a bid from a single dealer.

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, event-linked bonds, loans, 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.

Short-term money market type debt securities with a remaining maturity of sixty days or less are valued at cost adjusted by the amortization of discount or premium to maturity (amortized cost), which approximates market value. Short-term debt securities with a remaining maturity in excess of sixty days are valued at the mean between the “bid” and “asked” prices utilizing evaluated prices obtained from third party pricing services or broker-dealers.

A description of the standard inputs that may generally be considered by the third party pricing vendors in determining their evaluated prices is provided below.

 

Security Type    Standard inputs generally considered by third-party pricing vendors

 

Corporate debt, government debt, municipal, mortgage- backed and asset-backed securities    Reported trade data, broker-dealer price quotations, benchmark yields, issuer spreads on comparable securities, the credit quality, yield, maturity, and other appropriate factors.

 

Loans    Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

 

Event-linked bonds    Information obtained from market participants regarding reported trade data and broker-dealer price quotations.

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

 

34        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

 

 

3. Securities Valuation (Continued)

 

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

Classifications

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

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

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

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

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

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

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

 

35        OPPENHEIMER MASTER LOAN FUND, LLC


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

3. Securities Valuation (Continued)

 

   

Level 1—

Unadjusted

Quoted Prices

   

Level 2—

Other Significant

  Observable Inputs

   

Level 3—

Significant

Unobservable

Inputs

    Value   

 

 
Assets Table        
Investments, at Value:        
Corporate Loans   $      $ 1,357,284,240      $ 1,518      $ 1,357,285,758    
Corporate Bonds and Notes            14,847,677               14,847,677    
Preferred Stock                          —    
Common Stocks     10,136,581        3,537,132        2,576,818        16,250,531    
Rights, Warrants and Certificates     38,273                      38,273    
Investment Company     111,077,624                      111,077,624    
 

 

 

 
Total Assets   $       121,252,478      $     1,375,669,049      $       2,578,336      $     1,499,499,863    
 

 

 

 

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

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

   

                Transfers into

Level 2**

   

            Transfers out

of Level 2*

   

              Transfers into

Level 3*

   

        Transfers out of  

Level 3**  

 

 

 
Assets Table Investments, at Value:        
Corporate Loans    $ 8,802,831       $ (1,220)      $ 1,220       $ (8,802,831)    
 

 

 

 
Total Assets    $ 8,802,831       $ (1,220)      $ 1,220       $ (8,802,831)    
 

 

 

 

* Transferred from Level 2 to Level 3 because of the lack of observable market data.

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

 

 

4. Investments and Risks

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

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

 

36        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

 

 

4. Investments and Risks (Continued)

 

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”), formerly known as Oppenheimer Institutional Money Market Fund, 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.

Loans. Under normal market conditions, the Fund will invest at least 80% of its net assets in loans made to U.S. and foreign borrowers that are corporations, partnerships or other business entities. The Fund will do so directly as an original lender or by assignment or indirectly through participation agreements or certain derivative instruments. While many of these loans will be collateralized, the Fund can also invest in uncollateralized loans. Loans are often issued in connection with recapitalizations, acquisitions, leveraged buyouts, and refinancing of borrowers. The loans often pay interest at rates that float above (or are adjusted periodically based on) a benchmark that reflects current interest rates although the Fund can also invest in loans with fixed interest rates.

At period end, securities with an aggregate market value of $1,357,285,758, representing 96.5% of the Fund’s net assets were comprised of loans.

Securities on a When-Issued or Delayed Delivery Basis. The Fund purchases and sells interests in Senior Loans and other portfolio 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.

Equity Security Risk. Stocks and other equity securities fluctuate in price. The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant short-term volatility and may fall sharply at times. Different markets

 

37        OPPENHEIMER MASTER LOAN FUND, LLC


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

4. Investments and Risks (Continued)

 

may behave differently from each other and U.S. equity markets may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income markets may have unexpected negative effects on other market segments.

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

Credit Risk. Loans and debt securities are subject to credit risk. Credit risk relates to the ability of the borrower under a loan or issuer of a debt to meet interest or principal payments or both as they become due. The Fund may acquire securities that have missed an interest payment, and is not obligated to dispose of securities whose issuers subsequently miss an interest payment.

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

 

Cost      $2,027,906   
Market Value      $297,428   
Market Value as % of Net Assets      0.02%   

The Fund has entered into forbearance agreements with certain obligors under which the Fund has agreed to temporarily forego receipt of the original principal or coupon interest rates. At period end, securities with an aggregate market value of $5,755,197, representing 0.41% of the Fund’s net assets, were subject to these forbearance agreements.

 

 

5. Market Risk Factors

The Fund’s investments in securities and/or financial derivatives may expose the Fund to various market risk factors:

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

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

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

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

 

38        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

 

 

5. Market Risk Factors (Continued)

 

against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

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

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

 

 

6. Shares of Beneficial Interest

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

 

             Year Ended September 30, 2016            Year Ended September 30, 2015    
     Shares     Amount            Shares     Amount    

 

 
Contributions      22,994,136      $ 343,212,008           9,833,323      $ 144,513,932     
Withdrawals      (19,737,435     (285,384,526        (26,396,281     (384,916,932)    
  

 

 

 
Net increase (decrease)      3,256,701      $ 57,827,482           (16,562,958   $ (240,403,000)    
  

 

 

 

 

 

7. Purchases and Sales of Securities

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

 

     Purchases           Sales  

 

 
Investment securities    $ 1,011,733,757          $ 882,320,004   

 

 

8. Fees and Other Transactions with Affiliates

Management Fees. Under the investment advisory agreement, the Fund pays the Manager a management fee based on the daily net assets of the Fund at an annual rate of 0.30%.

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

 

39        OPPENHEIMER MASTER LOAN FUND, LLC


NOTES TO FINANCIAL STATEMENTS Continued

 

 

 

 

8. Fees and Other Transactions with Affiliates (Continued)

 

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

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

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

Waivers and Reimbursements of Expenses. The Manager will waive fees and/or reimburse Fund expenses in an amount equal to the indirect management fees incurred through the Fund’s investment in IGMMF. During the reporting period, the Manager waived fees and/or reimbursed the Fund $53,820 for IGMMF management fees.

Waivers and/or reimbursements may be modified or terminated as set forth according to the terms in the prospectus.

Cross-Trades. The Fund is permitted to purchase and sell securities from and to other Funds managed by the Manager (“cross-trade”) pursuant to “Cross-Trading” Procedures adopted by the Fund’s Board of Directors. These procedures are designed to ensure that any cross-trade of securities by the Fund from or to another fund that is or could be considered an affiliate of the Fund under certain limited circumstances by virtue of having a common investment adviser, common Officer, or common Director complies with Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each cross-trade is effected at the current market price.

During the reporting period, the Fund had $30,484,974 in purchases and $19,141,855 in sales considered cross-trades, resulting in $2,369,489 of realized loss.

 

40        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

 

9. Borrowings and Other Financing

Loan Commitments. Pursuant to the terms of certain credit agreements, the Fund has unfunded loan commitments of $1,462,062 at period end. The Fund generally will maintain with its custodian, liquid investments having an aggregate value at least equal to the par value of unfunded loan commitments. At period end, these commitments have a market value of $1,467,026 and have been included as Corporate Loans in the Statement of Investments.

 

 

10. Pending Litigation

In 2009, several putative class action lawsuits were filed and later consolidated before the U.S. District Court for the District of Colorado against OppenheimerFunds, Inc. (“OFI”), OppenheimerFunds Distributor, Inc. (“OFDI”), and Oppenheimer Rochester California Municipal Fund, a fund advised by OFI Global Asset Management, Inc. and distributed by the Distributor (the “California Fund”), in connection with the California Fund’s investment performance. The plaintiffs asserted claims against OFI, OFDI and certain present and former trustees and officers of the California Fund under the federal securities laws, alleging, among other things, that the disclosure documents of the California Fund contained misrepresentations and omissions and the investment policies of the California Fund were not followed. Plaintiffs in the suit filed an amended complaint and defendants filed a motion to dismiss. In 2011, the court issued an order which granted in part and denied in part the defendants’ motion to dismiss. In 2012, plaintiffs filed a motion, which defendants opposed, to certify a class and appoint class representatives and class counsel. In March 2015, the court granted plaintiffs’ motion for class certification. In May 2015, the U.S. Court of Appeals for the Tenth Circuit vacated the class certification order and remanded the matter to the district court for further proceedings. In October 2015, the district court reaffirmed its order and determined that the suit will proceed as a class action. In December 2015, the Tenth Circuit denied defendants’ petition to appeal the district court’s reaffirmed class certification order.

OFI and OFDI believe the suit is without merit; that it is premature to render any opinion as to the likelihood of an outcome unfavorable to them in the suit; and that no estimate can yet be made as to the amount or range of any potential loss. Furthermore, OFI believes that the suit should not impair the ability of OFI or OFDI to perform their respective duties to the Fund and that the outcome of the suit should not have any material effect on the operations of any of the Oppenheimer funds.

 

41        OPPENHEIMER MASTER LOAN FUND, LLC


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

The Board of Directors and Shareholders of Oppenheimer Master Loan Fund, LLC:

We have audited the accompanying statement of assets and liabilities of Oppenheimer Master Loan Fund, LLC, including the statement of investments, as of September 30, 2016, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2016, by correspondence with the custodian, transfer agent and brokers, or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Oppenheimer Master Loan Fund, LLC as of September 30, 2016, the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

KPMG LLP

Denver, Colorado

November 22, 2016

 

42        OPPENHEIMER MASTER LOAN FUND, LLC


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited

 

 

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

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

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

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

 

43        OPPENHEIMER MASTER LOAN FUND, LLC


BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY

AND SUB-ADVISORY AGREEMENTS Unaudited / Continued

 

 

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

Investment Performance of the Managers and the Fund. Throughout the year, the Managers provided information on the investment performance of the Fund, the Adviser and the Sub-Adviser, including comparative performance information. The Board reviewed information, prepared by the Managers and by the independent consultant, comparing the Fund’s historical performance to its benchmark and to the performance of other retail bank loan funds. The Board considered that the Fund outperformed its category median for the three- and five-year periods, and it underperformed its category median for the one-year period.

Fees and Expenses of the Fund. The Board reviewed the fees paid to the Adviser and the other expenses borne by the Fund. The Board noted that the Adviser, not the Fund, pays the Sub-Adviser’s fee under the sub-advisory agreement. The independent consultant provided comparative data in regard to the fees and expenses of the Fund and other retail bank loan funds with comparable asset levels and distribution features. The Board considered that the Fund’s contractual management fee and its total expenses were lower than their respective peer group medians and category medians.

Economies of Scale and Profits Realized by the Managers. The Board considered information regarding the Managers’ costs in serving as the Fund’s investment adviser and sub-adviser, including the costs associated with the personnel and systems necessary to manage the Fund, and information regarding the Managers’ profitability from their relationship with the Fund. The Board also considered that the Managers must be able to pay and retain experienced professional personnel at competitive rates to provide quality services to the Fund. The Board reviewed whether the Managers may realize economies of scale in managing and supporting the Fund and whether those economies of scale benefit the Fund’s shareholders at the current level of Fund assets in relation to its management fee. The Board noted that the Fund does not have management fee breakpoints at this time.

 

44        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

Other Benefits to the Managers. In addition to considering the profits realized by the Managers, the Board considered information that was provided regarding the direct and indirect benefits the Managers receive as a result of their relationship with the Fund, including compensation paid to the Managers’ affiliates.

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

Based on its review of the information it received and its evaluations described above, the Board, including a majority of the independent Directors, decided to continue the Agreements through August 31, 2017. In arriving at its decision, the Board did not identify any factor or factors as being more important than others, but considered all of the above information, and considered the terms and conditions of the Agreements, including the management fees, in light of all the surrounding circumstances.

 

45        OPPENHEIMER MASTER LOAN FUND, LLC


PORTFOLIO PROXY VOTING POLICIES AND GUIDELINES;

UPDATES TO STATEMENTS OF INVESTMENTS Unaudited

 

 

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

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

Householding—Delivery of Shareholder Documents

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

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

 

46        OPPENHEIMER MASTER LOAN FUND, LLC


DIRECTORS AND OFFICERS Unaudited

 

 

Name, Position(s) Held with the Fund, Length of Service, Year of Birth   Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
INDEPENDENT DIRECTORS   The address of each Director in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Director serves for an indefinite term, or until his or her resignation, retirement, death or removal.

Robert J. Malone,

Chairman of the Board of Directors (since 2016), Director (since 2007)

Year of Birth: 1944

  Chairman - Colorado Market of MidFirst Bank (since January 2015); Chairman of the Board (2012-2016) and Director (August 2005-March 2016) of Jones International University (educational organization); Trustee of the Gallagher Family Foundation (non-profit organization) (2000-2015); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (August 2003-January 2015); Board of Directors of Opera Colorado Foundation (non-profit organization) (2008-2012); Director of Colorado UpLIFT (charitable organization) (1986-2010); Director of Jones Knowledge, Inc. (2006-2010); Former Chairman of U.S. Bank-Colorado (subsidiary of U.S. Bancorp and formerly Colorado National Bank) (July 1996-April 1999); Director of Commercial Assets, Inc. (real estate investment trust) (1993-2000); Director of U.S. Exploration, Inc. (oil and gas exploration) (1997-February 2004); Chairman of the Board (1991-1994) and Trustee (1985-1994) of Regis University; and Chairman of the Board (1990-1991) and Trustee (1984-1999) of Young Presidents Organization. Oversees 45 portfolios in the OppenheimerFunds complex. Mr. Malone has served on the Boards of certain Oppenheimer funds since 2002, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Jon S. Fossel,

Director (since 2007)

Year of Birth: 1942

  Chairman of the Board of Jack Creek Preserve Foundation (non-profit organization) (since March 2005); Director of Jack Creek Preserve Foundation (non-profit organization) (March 2005-December 2014); Chairman of the Board (2006-December 2011) and Director (June 2002-December 2011) of UNUMProvident (insurance company); Director of Northwestern Energy Corp. (public utility corporation) (November 2004-December 2009); Director of P.R. Pharmaceuticals (October 1999-October 2003); Director of Rocky Mountain Elk Foundation (non-profit organization) (February 1998-February 2003 and February 2005-February 2007); Chairman and Director (until October 1996) and President and Chief Executive Officer (until October 1995) of the Sub-Adviser; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of the Sub-Adviser), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 45 portfolios in the OppenheimerFunds complex. Mr. Fossel has served on the Boards of certain Oppenheimer funds since 1990, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

 

47        OPPENHEIMER MASTER LOAN FUND, LLC


DIRECTORS AND OFFICERS Unaudited / Continued

 

 

Richard F. Grabish,

Director (since 2008)

Year of Birth: 1948

  Formerly Senior Vice President and Assistant Director of Sales and Marketing (March 1997-December 2007), Director (March 1987-December 2007) and Manager of Private Client Services (June 1985-June 2005) of A.G. Edwards & Sons, Inc. (broker/dealer and investment firm); Chairman and Chief Executive Officer of A.G. Edwards Trust Company, FSB (March 2001-December 2007); President and Vice Chairman of A.G. Edwards Trust Company, FSB (investment adviser) (April 1987-March 2001); President of A.G. Edwards Trust Company, FSB (investment adviser) (June 2005-December 2007). Oversees 45 portfolios in the OppenheimerFunds complex. Mr. Grabish has served on the Boards of certain Oppenheimer funds since 2001, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Beverly L. Hamilton,

Director (since 2007)

Year of Birth: 1946

  Trustee of Monterey Institute for International Studies (educational organization) (2000-2014); Board Member of Middlebury College (educational organization) (December 2005-June 2011); Chairman (since 2010) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); Director of The California Endowment (philanthropic organization) (April 2002-April 2008); Director (February 2002- 2005) and Chairman of Trustees (2006-2007) of the Community Hospital of Monterey Peninsula; Director (October 1991-2005) and Vice Chairman (2006- 2009) of American Funds’ Emerging Markets Growth Fund, Inc. (mutual fund); President of ARCO Investment Management Company (February 1991-April 2000); Member of the investment committees of The Rockefeller Foundation (2001-2006) and The University of Michigan (since 2000); Advisor at Credit Suisse First Boston’s Sprout venture capital unit (venture capital fund) (1994-January 2005); Trustee of MassMutual Institutional Funds (investment company) (1996-June 2004); Trustee of MML Series Investment Fund (investment company) (April 1989-June 2004); Member of the investment committee of Hartford Hospital (2000-2003); and Advisor to Unilever (Holland) pension fund (2000-2003). Oversees 45 portfolios in the OppenheimerFunds complex. Ms. Hamilton has served on the Boards of certain Oppenheimer funds since 2002, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Victoria J. Herget,

Director (since 2012)

Year of Birth: 1951

  Board Chair (2008-2015) and Director (2004-Present), United Educators (insurance company); Trustee (since 2000) and Chair (since 2010), Newberry Library (independent research library); Trustee, Mather LifeWays (senior living organization) (since 2001); Independent Director of the First American Funds (mutual fund family) (2003-2011); former Managing Director (1993-2001), Principal (1985- 1993), Vice President (1978-1985) and Assistant Vice President (1973-1978) of Zurich Scudder Investments (investment adviser) (and its predecessor firms); Trustee (1992-2007), Chair of the Board of Trustees (1999-2007), Investment Committee Chair (1994-1999) and Investment Committee member (2007-2010) of Wellesley College; Trustee, BoardSource (non-profit organization) (2006-2009) and Chicago City Day School (K-8 School) (1994-2005). Oversees 45 portfolios in the OppenheimerFunds complex. Ms. Herget has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

 

48        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

F. William Marshall, Jr.,

Director (since 2007)

Year of Birth: 1942

  Trustee Emeritus of Worcester Polytech Institute (WPI) (private university) (since 2009); Trustee of MassMutual Select Funds (formerly MassMutual Institutional Funds) (investment company) (1996-2015), MML Series Investment Fund (investment company) (1996-2015) and Mass Mutual Premier Funds (investment company) (January 2012-December 2015); President and Treasurer of the SIS Fund (private charitable fund) (January 1999-March 2011); Former Trustee of WPI (1985-2008); Former Chairman of the Board (2004-2006) and Former Chairman of the Investment Committee of WPI (1994-2008); Chairman of SIS Family Bank, F.S.B. (formerly SIS Bank) (commercial bank) (January 1999-July 1999); Executive Vice President of Peoples Heritage Financial Group, Inc. (commercial bank) (January 1999-July 1999); and Former President and Chief Executive Officer of SIS Bancorp. (1993-1999). Oversees 45 portfolios in the OppenheimerFunds complex. Mr. Marshall has served on the Boards of certain Oppenheimer funds since 2000, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

Karen L. Stuckey,

Director (since 2012)

Year of Birth: 1953

  Member (since May 2015) of Desert Mountain Community Foundation Advisory Board (non-profit organization); Partner (1990-2012) of PricewaterhouseCoopers LLP (professional services firm) (held various positions 1975-1990); Trustee (1992-2006), member of Executive, Nominating and Audit Committees and Chair of Finance Committee (1992-2006, and Emeritus Trustee (since 2006) of Lehigh University; and member, Women’s Investment Management Forum (professional organization) since inception. Oversees 45 portfolios in the OppenheimerFunds complex. Ms. Stuckey has served on the Boards of certain Oppenheimer funds since 2012, during which time she has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

James D. Vaughn,

Director (since 2012)

Year of Birth: 1945

 

Retired; former managing partner (1994-2001) of Denver office of Deloitte & Touche LLP, (held various positions 1969-1993); Trustee and Chairman of the Audit Committee of Schroder Funds (2003-2012); Board member and Chairman of Audit Committee of AMG National Trust Bank (since 2005); Trustee and Investment Committee member, University of South Dakota Foundation (since 1996); Board member, Audit Committee Member and past Board Chair, Junior Achievement (since 1993); former Board member, Mile High United Way, Boys and Girls Clubs, Boy Scouts, Colorado Business Committee for the Arts, Economic Club of Colorado and Metro Denver Network. Oversees 45 portfolios in the OppenheimerFunds complex. Mr. Vaughn has served on the Boards of certain Oppenheimer funds since 2012, during which time he has become familiar with the Fund’s (and other Oppenheimer funds’) financial, accounting, regulatory and investment matters and has contributed to the Boards’ deliberations.

 

 

INTERESTED DIRECTOR AND OFFICER

 

 

Mr. Steinmetz is an “Interested Director” because he is affiliated with the Manager and the Sub-Adviser by virtue of his positions as Chairman of the Sub-Adviser and officer and director of the Manager. Both as a Director and as an officer, Mr. Steinmetz serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Steinmetz’s address is 225 Liberty Street, New York, New York 10281-1008.

 

49        OPPENHEIMER MASTER LOAN FUND, LLC


DIRECTORS AND OFFICERS Unaudited / Continued

 

 

Arthur P. Steinmetz,

Director (since 2015), President and Principal Executive Officer (since 2014)

Year of Birth: 1958

 

Chairman of the Sub-Adviser (since January 2015); CEO and Chairman of the Manager (since July 2014), President of the Manager (since May 2013), a Director of the Manager (since January 2013), Director of the Sub-Adviser (since July 2014), President, Management Director and CEO of Oppenheimer Acquisition Corp. (the Sub-Adviser’s parent holding company) (since July 2014), and President and Director of OFI SteelPath, Inc. (since January 2013). Chief Investment Officer of the OppenheimerFunds advisory entities from (January 2013-December 2013); Executive Vice President of the Manager (January 2013-May 2013); Chief Investment Officer of the Sub-Adviser (October 2010-December 2012); Chief Investment Officer, Fixed-Income, of the Sub-Adviser (April 2009-October 2010); Executive Vice President of the Sub-Adviser (October 2009-December 2012); Director of Fixed Income of the Sub-Adviser (January 2009-April 2009); and a Senior Vice President of the Sub-Adviser (March 1993-September 2009). An officer of 100 portfolios in the OppenheimerFunds complex.

 

 

OTHER OFFICERS OF THE FUND

 

 

The addresses of the Officers in the chart below are as follows: for Messrs. Lukkes, Welsh, Mss. Lo Bessette, Foxson and Picciotto, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Welsh, Petersen, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.

David Lukkes,

Vice President (since 2015)

Year of Birth: 1971

  Senior Portfolio Manager of the Sub-Adviser (Since January 2015). Vice President of the Sub-Adviser (Since 2013) Senior Research Analyst of the Sub-Advisor (from September 2008 to January 2015). Assistant Vice President of the Sub-Adviser (from January 2012 to May 2013). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Joseph Welsh,

Vice President (since 2007)

Year of Birth: 1964

  Head of High Yield Corporate Debt Team (since April 2009), Senior Vice President of the Sub-Adviser (since May 2009). Vice President of the Sub-Adviser (December 2000-April 2009). A portfolio manager and officer of other portfolios in the OppenheimerFunds complex.

Cynthia Lo Bessette,

Secretary and Chief Legal Officer (since 2016)

Year of Birth: 1969

  Senior Vice President and Deputy General Counsel (March 2015-February 2016) and Executive Vice President, General Counsel and Secretary of the Manager (since February 2016); Chief Legal Officer of the Sub-Adviser and the Distributor (since February 2016); Vice President, General Counsel and Secretary of Oppenheimer Acquisition Corp. (since February 2016); General Counsel of OFI SteelPath, Inc., VTL Associates, LLC and Index Management Solutions, LLC (since February 2016); Chief Legal Officer of OFI Global Institutional, Inc., HarbourView Asset Management Corporation, OFI Global Trust Company, Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., Shareholder Services, Inc. and Trinity Investment Management Corporation (since February 2016); Vice President, Corporate Counsel (February 2012-March 2015) and Deputy Chief Legal Officer (April 2013-March 2015) of Jennison Associates LLC; Assistant General Counsel (April 2008-September 2009) and Deputy General Counsel (October 2009-February 2012) of Lord Abbett & Co. LLC. An officer of 100 portfolios in the OppenheimerFunds complex.

Jennifer Foxson,

Vice President and Chief Business Officer (since 2014)

Year of Birth: 1969

  Senior Vice President of OppenheimerFunds Distributor, Inc. (since June 2014); Vice President of OppenheimerFunds Distributor, Inc. (April 2006-June 2014); Vice President of the Sub-Adviser (January 1998-March 2006); Assistant Vice President of the Sub-Adviser (October 1991-December 1998). An officer of 100 portfolios in the OppenheimerFunds complex.

 

50        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

Mary Ann Picciotto,

|Chief Compliance Officer and Chief Anti-Money Laundering Officer (since 2014)

Year of Birth: 1973

  Senior Vice President and Chief Compliance Officer of the Manager (since March 2014); Chief Compliance Officer of the Sub-Adviser, OFI SteelPath, Inc., OFI Global Trust Company, OFI Global Institutional, Inc., Oppenheimer Real Asset Management, Inc., OFI Private Investments, Inc., Harborview Asset Management Corporation, Trinity Investment Management Corporation, and Shareholder Services, Inc. (since March 2014); Managing Director of Morgan Stanley Investment Management Inc. and certain of its various affiliated entities; Chief Compliance Officer of various Morgan Stanley Funds (May 2010-January 2014); Chief Compliance Officer of Morgan Stanley Investment Management Inc. (April 2007-January 2014). An officer of 100 portfolios in the OppenheimerFunds complex.

Brian S. Petersen,

Treasurer and Principal Financial & Accounting Officer (since 2016)

Year of Birth: 1970

  Vice President of the Manager (since January 2013); Vice President of the Sub-Adviser (February 2007-December 2012); Assistant Vice President of the Sub-Adviser (August 2002-2007). An officer of 100 portfolios in the OppenheimerFunds complex.

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

 

51        OPPENHEIMER MASTER LOAN FUND, LLC


OPPENHEIMER MASTER LOAN FUND, LLC

 

 

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

© 2016 OppenheimerFunds, Inc. All rights reserved.

 

52        OPPENHEIMER MASTER LOAN FUND, LLC


 

 

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55        OPPENHEIMER MASTER LOAN FUND, LLC


 

  

LOGO

 

  
  

Visit us at oppenheimerfunds.com for 24-hr access to account information and transactions or call us at 800.CALL OPP (800.225.5677) for 24-hr automated information and automated transactions. Representatives also available Mon–Fri 8am-8pm ET.

 

 

 

  

Visit Us

oppenheimerfunds.com

  

 

Call Us

800 225 5677

 

  
LOGO   

 

 

Oppenheimer funds are distributed by OppenheimerFunds Distributor, Inc.

225 Liberty Street, New York, NY 10281-1008

© 2016 OppenheimerFunds Distributor, Inc. All rights reserved.

 

RA1241.001.0916 November 22, 2016


Item 2.  Code of Ethics.

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

Item 3.  Audit Committee Financial Expert.

The Board of Directors of the registrant has determined that F. William Marshall, Jr., the Chairman of the Board’s Audit Committee, is the audit committee financial expert and that Mr. Marshall is “independent” for purposes of this Item 3.

Item 4.  Principal Accountant Fees and Services.

 

(a) Audit Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $57,700 in fiscal 2016 and $51,900 in fiscal 2015.

 

(b) Audit-Related Fees

The principal accountant for the audit of the registrant’s annual financial statements billed $4,965 in fiscal 2016 and no such fees in fiscal 2015.

The principal accountant for the audit of the registrant’s annual financial statements billed $598,285 in fiscal 2016 and $185,479 in fiscal 2015 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

Such services include:  Internal control reviews, GIPS attestation procedures, system conversion testing, custody audits, and additional audit services.

 

(c) Tax Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2016 and no such fees in fiscal 2015.

The principal accountant for the audit of the registrant’s annual financial statements billed $45,432 in fiscal 2016 and $628,126 in fiscal 2015 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

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

 

(d) All Other Fees

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2016 and no such fees in fiscal 2015.

The principal accountant for the audit of the registrant’s annual financial statements billed no such fees in fiscal 2016 and no such fees in fiscal 2015 to the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.


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

 

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

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

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

(2) 0%

 

(f) Not applicable as less than 50%.

 

(g) The principal accountant for the audit of the registrant’s annual financial statements billed $648,682 in fiscal 2016 and $813,605 in fiscal 2015 to the registrant and the registrant’s investment adviser or any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant related to non-audit fees. Those billings did not include any prohibited non-audit services as defined by the Securities Exchange Act of 1934.

 

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

Item 5.  Audit Committee of Listed Registrants

Not applicable.


Item 6.  Schedule of Investments.

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

b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

None

Item 11.  Controls and Procedures.

Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c)) as of 9/30/2016, the registrant’s principal executive officer and principal financial officer found the registrant’s disclosure controls and procedures to provide reasonable assurances that information required to be disclosed by the registrant in the reports that it files under the Securities Exchange Act of 1934 (a) is accumulated and communicated to registrant’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure, and (b) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms adopted by the U.S. Securities and Exchange Commission.

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


Item 12.  Exhibits.

 

(a) (1) Exhibit attached hereto.

(2) Exhibits attached hereto.

(3) Not applicable.

 

(b) Exhibit attached hereto.


SIGNATURES

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

Oppenheimer Master Loan Fund, LLC

 

By:  

/s/ Arthur P. Steinmetz

  Arthur P. Steinmetz
  Principal Executive Officer
Date:   11/21/2016

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

 

By:  

/s/ Arthur P. Steinmetz

  Arthur P. Steinmetz
  Principal Executive Officer
Date:   11/21/2016

 

By:  

/s/ Brian S. Petersen

  Brian S. Petersen
  Principal Financial Officer
Date:   11/21/2016