Table of Contents
|
|
Fund Performance Discussion
|
3
|
Top Holdings and Allocations
|
7
|
Share Class Performance
|
8
|
Fund Expenses
|
10
|
Statement of Investments
|
12
|
Statement of Assets and Liabilities
|
15
|
Statement of Operations
|
17
|
Statements of Changes in Net Assets
|
18
|
Financial Highlights
|
19
|
Notes to Financial Statements
|
24
|
Report of Independent Registered Public Accounting Firm
|
39
|
Board Approval of the Fund’s Investment Advisory Agreement
|
40
|
Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments
|
43
|
Trustees and Officers
|
44
|
Privacy Policy Notice
|
52
|
Class A Shares of the Fund
|
|||||
|
Without Sales Charge
|
With
Sales Charge
|
S&P 500
Index
|
Alerian
MLP Index
|
Lipper Equity Income
Funds Index
|
1-Year
|
19.32%
|
12.46%
|
30.30%
|
21.61%
|
27.17%
|
Since Inception (3/31/10)
|
12.09
|
10.29
|
15.00
|
18.78
|
13.55
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements. Index returns are calculated through November 30, 2013.
|
Energy Transfer Equity LP
|
5.80%
|
Enterprise Products Partners LP
|
4.79%
|
Buckeye Partners LP
|
4.42%
|
Access Midstream Partners LP
|
4.39%
|
Plains All American Pipeline LP
|
4.10%
|
Energy Transfer Partners LP
|
4.07%
|
El Paso Pipeline Partners LP
|
4.04%
|
ONEOK Partners LP
|
4.00%
|
Magellan Midstream Partners LP
|
3.99%
|
Markwest Energy Partners LP
|
3.77%
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements.
|
Inception
Date
|
1-Year
|
Since
Inception
|
|
Class A (MLPFX)
|
3/31/10
|
19.32%
|
12.09%
|
Class C (MLPEX)
|
7/14/11
|
18.51%
|
10.80%
|
Class I (OSPSX) *
|
6/28/13
|
N/A
|
2.45%
|
Class W (MLPYX) **
|
3/31/10
|
19.71%
|
12.45%
|
Class Y (MLPTX) **
|
3/31/10
|
19.71%
|
12.45%
|
Inception
Date
|
1-Year
|
Since
Inception
|
|
Class A (MLPFX)
|
3/31/10
|
12.46%
|
10.29%
|
Class C (MLPEX)
|
7/14/11
|
17.51%
|
10.80%
|
Class I (OSPSX) *
|
6/28/13
|
N/A
|
2.45%
|
Class W (MLPYX) **
|
3/31/10
|
19.71%
|
12.45%
|
Class Y (MLPTX) **
|
3/31/10
|
19.71%
|
12.45%
|
*
|
Class I shares commenced operations at the close of business June 28, 2013. Performance shown is since inception.
|
**
|
Effective June 28, 2013 Class I shares were renamed Class Y shares and Class Y shares were renamed Class W shares. See Note 1 of the Notes to Financial Statements for additional information.
|
Actual
|
Beginning
Account Value
June 1, 2013
|
Ending
Account Value
November 29, 2013
|
Expenses
Paid During
6 Months Ended
November 29, 2013 1,2
|
Class A
|
$1,000.00
|
$1,058.20
|
$5.68
|
Class C
|
1,000.00
|
1,055.10
|
9.59
|
Class I
|
1,000.00
|
1,024.50
|
6.55
|
Class W *
|
1,000.00
|
1,061.00
|
4.38
|
Class Y *
|
1,000.00
|
1,061.00
|
4.38
|
Hypothetical
(5% return before expenses)
|
|
|
|
Class A
|
1,000.00
|
1,019.48
|
5.58
|
Class C
|
1,000.00
|
1,015.67
|
9.40
|
Class I
|
1,000.00
|
1,018.54
|
6.53
|
Class W *
|
1,000.00
|
1,019.48
|
4.29
|
Class Y *
|
1,000.00
|
1,019.48
|
4.29
|
Class
|
Expense Ratios
|
Class A
|
1.10%
|
Class C
|
1.85
|
Class I
|
1.29
|
Class W *
|
0.85
|
Class Y *
|
0.85
|
*
|
Effective June 28, 2013, Class I shares were renamed Class Y shares and Class Y shares were renamed Class W shares. See Note 1 of the Notes to Financial Statements for additional information.
|
1.
|
Actual expenses paid for Classes A, C, W, and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 153/365 to reflect the period from June 28, 2013 (inception of offering) to November 29, 2013.
|
2.
|
Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).
|
STATEMENT OF INVESTMENTS November 29, 2013*
|
Description
|
Shares
|
Value
|
||||||
Master Limited Partnership Shares — 103.0%
|
||||||||
Coal — 2.2%
|
||||||||
Alliance Holdings GP LP
|
303,174 | $ | 16,671,538 | |||||
Alliance Resource Partners LP
|
306,825 | 22,481,068 | ||||||
PVR Partners LP
|
539,851 | 13,334,320 | ||||||
Total Coal
|
52,486,926 | |||||||
Diversified — 12.1%
|
||||||||
Enterprise Products Partners LP
|
1,838,481 | 115,769,149 | ||||||
ONEOK Partners LP
|
1,808,368 | 96,856,190 | ||||||
Williams Partners LP
|
1,403,549 | 72,128,383 | ||||||
Total Diversified
|
284,753,722 | |||||||
Exploration & Production — 0.2%
|
||||||||
EV Energy Partners LP
|
144,543 | 4,726,556 | ||||||
Gathering/Processing — 25.0%
|
||||||||
Access Midstream Partners LP
|
1,888,896 | 106,099,288 | ||||||
Compressco Partners LP
|
375,880 | 7,416,112 | ||||||
Crestwood Midstream Partners LP
|
773,844 | 17,519,828 | ||||||
Crosstex Energy LP
|
1,149,225 | 30,615,354 | ||||||
DCP Midstream Partners LP
|
1,566,775 | 75,487,219 | ||||||
Exterran Partners LP
|
1,206,385 | 33,573,695 | ||||||
MarkWest Energy Partners LP
|
1,319,155 | 91,114,036 | ||||||
Midcoast Energy Partners LP 1
|
638,689 | 11,490,015 | ||||||
Regency Energy Partners LP
|
2,040,081 | 49,737,175 | ||||||
Summit Midstream Partners LP
|
933,386 | 31,343,102 |
Description
|
Shares |
Value
|
||||||
Gathering/Processing — 25.0% (Continued)
|
||||||||
Targa Resources Partners LP
|
973,275 | $ | 49,685,689 | |||||
Western Gas Equity Partners LP
|
156,231 | 6,749,179 | ||||||
Western Gas Partners LP
|
1,191,312 | 75,862,748 | ||||||
Total Gathering/Processing
|
586,693,440 | |||||||
Natural Gas Pipelines — 22.9%
|
||||||||
Boardwalk Pipeline Partners LP
|
1,477,340 | 38,913,136 | ||||||
El Paso Pipeline Partners LP
|
2,349,523 | 97,693,166 | ||||||
Energy Transfer Equity LP
|
1,875,241 | 140,211,770 | ||||||
Energy Transfer Partners LP
|
1,817,021 | 98,409,857 | ||||||
EQT Midstream Partners LP
|
538,681 | 29,622,068 | ||||||
Spectra Energy Partners LP
|
1,775,123 | 79,809,530 | ||||||
TC Pipelines LP
|
1,098,070 | 53,805,430 | ||||||
Total Natural Gas Pipelines
|
538,464,957 | |||||||
Petroleum Transportation — 37.1%
|
||||||||
Buckeye Partners LP
|
1,570,518 | 106,936,571 | ||||||
Delek Logistics Partners LP
|
295,426 | 8,915,957 | ||||||
Enbridge Energy Partners LP
|
1,928,909 | 58,040,872 | ||||||
Genesis Energy LP
|
1,529,490 | 79,349,941 | ||||||
Global Partners LP
|
1,193,331 | 42,828,650 | ||||||
Holly Energy Partners LP
|
1,966,041 | 61,831,989 | ||||||
Magellan Midstream Partners LP
|
1,553,317 | 96,523,118 | ||||||
Martin Midstream Partners LP
|
397,695 | 17,860,482 |
STATEMENT OF INVESTMENTS (Continued)
|
Description
|
Shares |
Value
|
||||||
Petroleum Transportation — 37.1% (Continued)
|
||||||||
MPLX LP
|
334,566 | $ | 12,753,656 | |||||
NGL Energy Partners LP
|
455,914 | 14,808,087 | ||||||
NuStar Energy LP
|
403,362 | 21,519,363 | ||||||
NuStar GP Holdings LLC
|
1,519,999 | 46,542,369 | ||||||
Oiltanking Partners LP
|
675,732 | 40,469,590 | ||||||
Plains All American Pipeline LP
|
1,920,690 | 99,049,983 | ||||||
Sunoco Logistics Partners LP
|
1,200,450 | 84,967,851 | ||||||
Tesoro Logistics LP
|
948,009 | 48,585,461 | ||||||
TransMontaigne Partners LP
|
690,679 | 29,091,400 | ||||||
Total Petroleum Transportation
|
870,075,340 | |||||||
Shipping — 3.5%
|
||||||||
Seadrill Partners LLC
|
589,905 | 18,629,200 | ||||||
Teekay LNG Partners LP
|
1,530,709 | 62,912,140 | ||||||
Total Shipping
|
81,541,340 | |||||||
Total Master Limited Partnership Shares
|
||||||||
(identified cost $1,791,537,699)
|
2,418,742,281 | |||||||
Common Stock — 2.8%
|
||||||||
Shipping — 2.8%
|
||||||||
Golar LNG Partners LP
|
1,501,734 | 48,025,453 | ||||||
Teekay Offshore Partners LP
|
505,699 | 16,597,041 | ||||||
Total Shipping
|
64,622,494 | |||||||
Total Common Stock
|
||||||||
(identified cost $63,186,959)
|
64,622,494 |
Description
|
Shares |
Value
|
||||||
Private Investment in Public Equity — 0.5%
|
||||||||
Petroleum Transportation — 0.5%
|
||||||||
NGL Energy Partners LP PIPE Units 1,2
|
375,000 | $ | 11,415,000 | |||||
Total Private Investment in Public Equity
|
||||||||
(identified cost $11,096,250)
|
11,415,000 | |||||||
Short-Term Investments — 4.8%
|
||||||||
Money Market — 4.8%
|
||||||||
Fidelity Treasury Portfolio, 0.010% 3
|
112,391,838 | 112,391,838 | ||||||
Total Short-Term Investments
|
||||||||
(identified cost $112,391,838)
|
112,391,838 | |||||||
Total Investments — 111.1%
|
||||||||
(identified cost $1,978,212,746)
|
2,607,171,613 | |||||||
Liabilities In Excess of Other Assets — (11.1)%
|
(259,696,640 | ) | ||||||
Net Assets — 100.0%
|
$ | 2,347,474,973 |
STATEMENT OF INVESTMENTS (Continued)
|
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
LLC — Limited Liability Company
|
LP — Limited Partnership
|
1.
|
Non-income producing security.
|
2.
|
Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities, acquired on November 29, 2013 for $11,096,250, amount to $11,415,000 or 0.5% of the Fund’s net assets as of November 29, 2013.
|
3.
|
Variable rate security; the coupon rate represents the rate at November 29, 2013.
|
STATEMENT OF
ASSETS AND LIABILITIES November 29, 2013*
|
Assets
|
||||
Investments at value - see accompanying Statement of Investments:
|
||||
Investment securities:
|
||||
At cost
|
$ | 1,978,212,746 | ||
At value
|
$ | 2,607,171,613 | ||
Deferred tax asset
|
48,342,211 | |||
Dividends receivable
|
716 | |||
Receivable for beneficial interest sold
|
12,447,971 | |||
Prepaid expenses
|
155,044 | |||
Total assets
|
2,668,117,555 | |||
|
||||
Liabilities
|
||||
Payable for beneficial interest redeemed
|
9,138,935 | |||
Payable for investments purchased
|
46,941,284 | |||
Deferred tax liability
|
262,458,088 | |||
Payable to Manager
|
1,034,012 | |||
Payable for distribution and service plan fees, Class A
|
131,058 | |||
Payable for distribution and service plan fees, Class C
|
190,059 | |||
Transfer agent fees, Class A
|
122,864 | |||
Transfer agent fees, Class C
|
44,404 | |||
Transfer agent fees, Class I
|
437 | |||
Transfer agent fees, Class W
|
11,192 | |||
Transfer agent fees, Class Y
|
261,509 | |||
Trustees' fees
|
5,684 | |||
Other liabilities
|
303,056 | |||
Total liabilities
|
320,642,582 | |||
|
||||
Net Assets
|
$ | 2,347,474,973 | ||
|
||||
Composition of Net Assets
|
||||
Par value of shares of beneficial interest
|
$ | 194,384 | ||
Paid-in capital
|
1,981,136,635 | |||
Undistributed net investment loss, net of deferred taxes
|
(17,073,132 | ) | ||
Accumulated undistributed net realized losses on investments, net of deferred taxes
|
(13,567,399 | ) | ||
Net unrealized appreciation on investments, net of deferred taxes
|
396,784,485 | |||
Net Assets
|
$ | 2,347,474,973 |
STATEMENT OF
ASSETS AND LIABILITIES (Continued)
|
Net Asset Value, Offering Price and Redemption Proceeds Per Share
($0.001 Par Value, Unlimited Shares Authorized)
|
||||
Class A Shares:
|
||||
Net asset value and redemption proceeds per share
|
$ | 11.99 | ||
Offering price per share (net asset value plus sales charge of 5.75% of offering price)
|
$ | 12.72 | ||
Class C Shares:
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 11.87 | ||
Class I Shares:**
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 12.14 | ||
Class W Shares:***
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 12.15 | ||
Class Y Shares:***
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 12.15 |
Net Assets:
|
||||
Class A shares
|
$ | 618,758,459 | ||
Class C shares
|
241,984,288 | |||
Class I shares**
|
53,247,347 | |||
Class W shares***
|
58,356,819 | |||
Class Y shares***
|
1,375,128,060 | |||
Total Net Assets
|
$ | 2,347,474,973 | ||
Shares Outstanding:
|
||||
Class A shares
|
51,584,865 | |||
Class C shares
|
20,393,085 | |||
Class I shares**
|
4,385,572 | |||
Class W shares***
|
4,804,862 | |||
Class Y shares***
|
113,215,334 | |||
Total Shares Outstanding
|
194,383,718 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares and Class Y shares were renamed Class W shares. See Note 1 of the Notes to Financial Statements for additional information.
|
STATEMENT OF
OPERATIONS For the Year Ended November 29, 2013*
|
Investment Income
|
||||
Distributions from Master Limited Partnerships
|
$ | 98,511,424 | ||
Less return of capital on distributions
|
(98,511,424 | ) | ||
Dividend income
|
3,006,385 | |||
Total investment income
|
3,006,385 | |||
|
||||
Expenses
|
||||
Management fees
|
11,825,293 | |||
Distribution and service plan fees
|
||||
Class A
|
1,069,048 | |||
Class C
|
1,168,051 | |||
Transfer agent fees
|
||||
Class A
|
164,698 | |||
Class C
|
58,814 | |||
Class I
|
437 | |||
Class W
|
15,069 | |||
Class Y
|
351,476 | |||
Administration fees
|
661,684 | |||
Registration fees
|
387,870 | |||
Tax expense
|
294,966 | |||
Custody fees
|
124,344 | |||
Trustees' fees
|
74,079 | |||
CCO Fees
|
132 | |||
Other
|
874,143 | |||
Total expenses, before waivers and deferred taxes
|
17,070,104 | |||
Less expense waivers
|
(178,756 | ) | ||
Net expenses, before deferred taxes
|
16,891,348 | |||
|
||||
Net investment loss, before deferred taxes
|
(13,884,963 | ) | ||
Deferred tax benefit
|
4,896,441 | |||
Net investment loss, net of deferred taxes
|
(8,988,522 | ) | ||
|
||||
Net Realized and Unrealized Losses on Investments:
|
||||
Net Realized Losses
|
||||
Investments
|
(2,313,603 | ) | ||
Deferred tax benefit
|
1,048,468 | |||
Net realized losses, net of deferred taxes
|
(1,265,135 | ) | ||
Net Change in Unrealized Appreciation
|
||||
Investments
|
427,384,332 | |||
Deferred tax expense
|
(157,503,384 | ) | ||
Net change in unrealized appreciation, net of deferred taxes
|
269,880,948 | |||
|
||||
Net realized and unrealized gains on investments, net of deferred taxes
|
268,615,815 | |||
Change in net assets resulting from operations
|
$ | 259,627,291 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
For the Year/Period Ended
November 29, 2013*
|
For the
Year Ended
November 30,
2012
|
||||||
Operations
|
||||||||
Net investment loss, net of deferred taxes
|
$ | (8,988,522 | ) | $ | (4,972,867 | ) | ||
Net realized losses on investments, net of deferred taxes
|
(1,265,135 | ) | (11,070,170 | ) | ||||
Net change in unrealized appreciation on investments, net of deferred taxes
|
269,880,948 | 80,375,086 | ||||||
Change in net assets resulting from operations
|
259,627,291 | 64,332,049 | ||||||
|
||||||||
Distributions to Shareholders
|
||||||||
Distributions to shareholders from return of capital:
|
||||||||
Class A shares
|
(27,231,386 | ) | (12,188,081 | ) | ||||
Class C shares
|
(7,731,208 | ) | (829,755 | ) | ||||
Class I shares**
|
(349 | ) | — | |||||
Class W shares***
|
(4,019,883 | ) | (4,411,514 | ) | ||||
Class Y shares***
|
(66,161,020 | ) | (41,805,855 | ) | ||||
Change in net assets resulting from distributions to shareholders
|
(105,143,846 | ) | (59,235,205 | ) | ||||
|
||||||||
Beneficial Interest Transactions
|
||||||||
Class A
|
378,464,409 | 93,310,001 | ||||||
Class C
|
212,931,498 | 20,636,288 | ||||||
Class I**
|
52,451,721 | — | ||||||
Class W***
|
(11,924,950 | ) | (29,119,652 | ) | ||||
Class Y***
|
535,108,441 | 273,647,298 | ||||||
Change in net assets resulting from beneficial interest transactions
|
1,167,031,119 | 358,473,935 | ||||||
Change in net assets
|
1,321,514,564 | 363,570,779 | ||||||
|
||||||||
Net Assets
|
||||||||
Beginning of year
|
1,025,960,409 | 662,389,630 | ||||||
End of year
|
$ | 2,347,474,973 | $ | 1,025,960,409 | ||||
Undistributed net investment loss, net of deferred taxes
|
$ | (17,073,132 | ) | $ | (8,084,610 | ) |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares and Class Y shares were renamed Class W shares. See Note 1 of the Notes to Financial Statements for additional information.
|
FINANCIAL HIGHLIGHTS
|
Class A
|
Year Ended November 29,
2013*
|
Year Ended November 30,
2012
|
Year Ended November 30,
2011
|
Period Ended November 30,
2010 1
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning of period
|
$ | 10.67 | $ | 10.56 | $ | 10.74 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 2
|
(0.07 | ) | (0.07 | ) | (0.07 | ) | (0.03 | ) | ||||||||
Return of capital 2
|
0.44 | 0.43 | 0.44 | 0.30 | ||||||||||||
Net realized and unrealized gains
|
1.66 | 0.46 | 0.14 | 0.96 | ||||||||||||
Total from investment operations
|
2.03 | 0.82 | 0.51 | 1.23 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.71 | ) | (0.71 | ) | (0.69 | ) | (0.49 | ) | ||||||||
Net asset value, end of period
|
$ | 11.99 | $ | 10.67 | $ | 10.56 | $ | 10.74 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 3
|
19.32 | % | 7.87 | % | 4.85 | % | 12.63 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 618,758 | $ | 207,631 | $ | 114,930 | $ | 45,575 | ||||||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
1.13 | % | 1.14 | % | 1.23 | % | 1.45 | % | ||||||||
Expense (waivers)
|
(0.01 | %) | (0.04 | %) | (0.13 | %) | (0.35 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
1.12 | %5 | 1.10 | % | 1.10 | % | 1.10 | % | ||||||||
Deferred tax expense 6
|
8.42 | % | 4.14 | % | 1.94 | % | 14.65 | % | ||||||||
Total expense
|
9.54 | % | 5.24 | % | 3.04 | % | 15.75 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(0.94 | %) | (1.07 | %) | (1.23 | %) | (1.08 | %) | ||||||||
Expense (waivers)
|
(0.01 | %) | (0.04 | %) | (0.13 | %) | (0.35 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(0.93 | %) | (1.03 | %) | (1.10 | %) | (0.73 | %) | ||||||||
Deferred tax benefit 7
|
0.33 | % | 0.35 | % | 0.41 | % | 0.29 | % | ||||||||
Net investment loss
|
(0.60 | %) | (0.68 | %) | (0.69 | %) | (0.44 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
2 | % | 11 | % | 10 | % | 15 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.10%.
|
6.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
7.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class C
|
Year Ended November 29,
2013*
|
Year Ended November 30,
2012
|
Period Ended November 30,
2011 1
|
|||||||||
Per Share Operating Data
|
||||||||||||
Net asset value, beginning of period
|
$ | 10.64 | $ | 10.58 | $ | 10.90 | ||||||
Income/(loss) from investment operations:
|
||||||||||||
Net investment loss 2
|
(0.13 | ) | (0.12 | ) | (0.05 | ) | ||||||
Return of capital 2
|
0.45 | 0.46 | 0.22 | |||||||||
Net realized and unrealized gain/(loss)
|
1.62 | 0.43 | (0.14 | ) | ||||||||
Total from investment operations
|
1.94 | 0.77 | 0.03 | |||||||||
Distributions to shareholders:
|
||||||||||||
Return of capital
|
(0.71 | ) | (0.71 | ) | (0.35 | ) | ||||||
Net asset value, end of period
|
$ | 11.87 | $ | 10.64 | $ | 10.58 | ||||||
|
||||||||||||
Total Return, at Net Asset Value 3
|
18.51 | % | 7.36 | % | 0.33 | % | ||||||
Ratios/Supplemental Data
|
||||||||||||
Net assets, end of period (in thousands)
|
$ | 241,984 | $ | 123,372 | $ | 2,895 | ||||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||||||
Before (waivers) and deferred tax expense
|
1.89 | % | 2.04 | % | 4.29 | % | ||||||
Expense (waivers)
|
(0.01 | %) | (0.19 | %) | (2.44 | %) | ||||||
Net of (waivers) and before deferred tax expense
|
1.88 | %5 | 1.85 | % | 1.85 | % | ||||||
Deferred tax expense 6
|
6.84 | % | 3.88 | % | 0.82 | % | ||||||
Total expense
|
8.72 | % | 5.73 | % | 2.67 | % | ||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||||||
Before (waivers) and deferred tax expense
|
(1.70 | %) | (1.96 | %) | (4.29 | %) | ||||||
Expense (waivers)
|
(0.01 | %) | (0.19 | %) | (2.44 | %) | ||||||
Net of (waivers) and before deferred tax expense
|
(1.69 | %) | (1.77 | %) | (1.85 | %) | ||||||
Deferred tax benefit 7
|
0.62 | % | 0.63 | % | 0.69 | % | ||||||
Net investment loss
|
(1.07 | %) | (1.14 | %) | (1.16 | %) | ||||||
|
||||||||||||
Portfolio Turnover Rate
|
2 | % | 11 | % | 10 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Shares commenced operations at the close of business July 14, 2011.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.85%.
|
6.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
7.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class I
|
Period Ended November 29,
2013*, 1, 2
|
|||
Per Share Operating Data
|
||||
Net asset value, beginning of period
|
$ | 12.20 | ||
Income/(loss) from investment operations:
|
||||
Net investment loss 3
|
(0.04 | ) | ||
Return of capital 3
|
0.00 | 4 | ||
Net realized and unrealized gains
|
0.33 | |||
Total from investment operations
|
0.29 | |||
Distributions to shareholders:
|
||||
Return of capital
|
(0.35 | ) | ||
Net asset value, end of period
|
$ | 12.14 | ||
|
||||
Total Return, at Net Asset Value 5
|
2.45 | % | ||
Ratios/Supplemental Data
|
||||
Net assets, end of period (in thousands)
|
$ | 53,247 | ||
Ratio of Expenses to Average Net Assets: 6
|
||||
Before deferred tax expense
|
1.32 | %7 | ||
Deferred tax expense 8
|
0.96 | % | ||
Total expense
|
2.28 | % | ||
Ratio of Investment Loss to Average Net Assets: 6
|
||||
Before deferred tax expense
|
(1.32 | %) | ||
Deferred tax benefit 9
|
0.46 | % | ||
Net investment loss
|
(0.86 | %) | ||
|
||||
Portfolio Turnover Rate
|
2 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Shares commenced operations at the close of business June 28, 2013.
|
2.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Amount rounds to less than $0.005.
|
5.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
6.
|
Annualized for less than full period.
|
7.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.29%.
|
8.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
9.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class W
|
Year Ended November 29,
2013*, 1
|
Year Ended November 30,
2012 1
|
Year Ended November 30,
2011 1
|
Period Ended November 30,
2010 1,2
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning of period
|
$ | 10.77 | $ | 10.62 | $ | 10.78 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 3
|
(0.05 | ) | (0.05 | ) | (0.06 | ) | (0.02 | ) | ||||||||
Return of capital 3
|
0.42 | 0.41 | 0.41 | 0.27 | ||||||||||||
Net realized and unrealized gains
|
1.72 | 0.50 | 0.18 | 1.02 | ||||||||||||
Total from investment operations
|
2.09 | 0.86 | 0.53 | 1.27 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.71 | ) | (0.71 | ) | (0.69 | ) | (0.49 | ) | ||||||||
Net asset value, end of period
|
$ | 12.15 | $ | 10.77 | $ | 10.62 | $ | 10.78 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 4
|
19.71 | % | 8.21 | % | 5.02 | % | 13.04 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 58,357 | $ | 61,876 | $ | 89,244 | $ | 96,020 | ||||||||
Ratio of Expenses to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
0.87 | % | 0.90 | % | 0.97 | % | 1.11 | % | ||||||||
Expense (waivers)
|
(0.01 | %) | (0.05 | %) | (0.12 | %) | (0.26 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
0.86 | %6 | 0.85 | % | 0.85 | % | 0.85 | % | ||||||||
Deferred tax expense 7
|
10.74 | % | 4.18 | % | 1.88 | % | 15.06 | % | ||||||||
Total expense
|
11.60 | % | 5.03 | % | 2.73 | % | 15.91 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(0.70 | %) | (0.83 | %) | (0.96 | %) | (0.76 | %) | ||||||||
Expense (waivers)
|
(0.01 | %) | (0.05 | %) | (0.12 | %) | (0.26 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(0.69 | %) | (0.78 | %) | (0.84 | %) | (0.50 | %) | ||||||||
Deferred tax benefit 8
|
0.25 | % | 0.26 | % | 0.31 | % | 0.20 | % | ||||||||
Net investment loss
|
(0.44 | %) | (0.52 | %) | (0.53 | %) | (0.30 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
2 | % | 11 | % | 10 | % | 15 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Effective June 28, 2013, Class Y shares were renamed Class W shares. See Note 1 of the Notes to Financial Statements for additional information.
|
2.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes tax expense. Without tax expense, the net expense ratio would be 0.85%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class Y
|
Year Ended November 29,
2013*, 1
|
Year Ended November 30,
2012 1
|
Year Ended November 30,
2011 1
|
Period Ended November 30,
2010 1,2
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning of period
|
$ | 10.77 | $ | 10.63 | $ | 10.78 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 3
|
(0.05 | ) | (0.06 | ) | (0.06 | ) | (0.02 | ) | ||||||||
Return of capital 3
|
0.43 | 0.44 | 0.43 | 0.30 | ||||||||||||
Net realized and unrealized gains
|
1.71 | 0.47 | 0.17 | 0.99 | ||||||||||||
Total from investment operations
|
2.09 | 0.85 | 0.54 | 1.27 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.71 | ) | (0.71 | ) | (0.69 | ) | (0.49 | ) | ||||||||
Net asset value, end of period
|
$ | 12.15 | $ | 10.77 | $ | 10.63 | $ | 10.78 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 4
|
19.71 | % | 8.11 | % | 5.12 | % | 13.04 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 1,375,128 | $ | 733,082 | $ | 455,321 | $ | 186,270 | ||||||||
Ratio of Expenses to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
0.88 | % | 0.88 | % | 0.97 | % | 1.52 | % | ||||||||
Expense (waivers)
|
(0.01 | %) | (0.03 | %) | (0.12 | %) | (0.71 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
0.87 | %6 | 0.85 | % | 0.85 | % | 0.81 | % | ||||||||
Deferred tax expense 7
|
9.32 | % | 4.20 | % | 2.18 | % | 14.52 | % | ||||||||
Total expense
|
10.19 | % | 5.05 | % | 3.03 | % | 15.33 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(0.70 | %) | (0.81 | %) | (0.97 | %) | (1.19 | %) | ||||||||
Expense (waivers)
|
(0.01 | %) | (0.03 | %) | (0.12 | %) | (0.71 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(0.69 | %) | (0.78 | %) | (0.85 | %) | (0.48 | %) | ||||||||
Deferred tax benefit 8
|
0.25 | % | 0.26 | % | 0.31 | % | 0.19 | % | ||||||||
Net investment loss
|
(0.44 | %) | (0.52 | %) | (0.54 | %) | (0.29 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
2 | % | 11 | % | 10 | % | 15 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
2.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes tax expense. Without tax expense, the net expense ratio would be 0.85%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
NOTES TO FINANCIAL STATEMENTS
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Current tax expense (benefit)
|
||||
Federal
|
$ | — | ||
State
|
— | |||
Total current tax expense
|
$ | — | ||
Deferred tax expense (benefit)
|
||||
Federal
|
$ | 143,915,018 | ||
State
|
7,643,457 | |||
Total deferred tax expense
|
$ | 151,558,475 |
|
Amount
|
|||
Application of statutory income tax rate
|
$ | 143,915,018 | ||
State income taxes net of federal benefit
|
7,812,529 | |||
Change in Estimated State Tax Rate, Net of Federal Tax Benefit/(Expense)
|
(169,072 | ) | ||
Total income tax expense (benefit)
|
$ | 151,558,475 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Deferred tax assets:
|
||||
Net operating loss carryforward (tax basis)
|
$ | 41,846,427 | ||
Capital loss carryforward (tax basis)
|
6,485,305 | |||
Organization costs
|
10,479 | |||
48,342,211 | ||||
Deferred tax liabilities:
|
||||
Net unrealized gains on investment securities (tax basis)
|
(262,458,088 | ) | ||
Total net deferred tax asset/(liability)
|
$ | (214,115,877 | ) |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Expiration Date
|
||||
11/30/2030
|
$ | 525,993 | ||
11/30/2031
|
11,179,881 | |||
11/30/2032
|
33,698,662 | |||
11/30/2033
|
68,000,417 | |||
Total
|
$ | 113,404,953 |
Expiration Date
|
||||
11/30/2017
|
$ | 17,575,352 | ||
Total
|
$ | 17,575,352 |
Cost of Investments
|
$ | 1,895,445,690 | ||
Gross Unrealized Appreciation
|
$ | 720,928,164 | ||
Gross Unrealized Depreciation
|
(9,202,241 | ) | ||
Net Unrealized Appreciation (Depreciation) on Investments
|
$ | 711,725,923 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
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.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
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 Adviser’s own judgments about assumptions that market participants would use in pricing the asset or liability).
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
Level 1 — Unadjusted Quoted Prices
|
Level 2 —
Other Significant Observable Inputs
|
Level 3 —
Significant Unobservable Inputs
|
Value
|
||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Master Limited Partnership Shares*
|
$ | 2,418,742,281 | $ | — | $ | — | $ | 2,418,742,281 | ||||||||
Common Stock*
|
64,622,494 | — | — | 64,622,494 | ||||||||||||
Private Investment in Public Equity*
|
— | 11,415,000 | — | 11,415,000 | ||||||||||||
Short Term Investments
|
112,391,838 | — | — | 112,391,838 | ||||||||||||
Total Assets
|
$ | 2,595,756,613 | $ | 11,415,000 | $ | — | $ | 2,607,171,613 |
*
|
For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.
|
Year/Period Ended
November 29, 2013
|
Year Ended
November 30, 2012
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class A
|
||||||||||||||||
Sold
|
46,443,714 | $ | 545,897,085 | 14,257,403 | $ | 154,256,008 | ||||||||||
Dividends and/or distributions reinvested
|
2,013,112 | 23,687,640 | 1,056,178 | 11,308,597 | ||||||||||||
Redeemed
|
(16,326,274 | ) | (191,120,316 | ) | (6,744,059 | ) | (72,254,604 | ) | ||||||||
Net increase
|
32,130,552 | $ | 378,464,409 | 8,569,522 | $ | 93,310,001 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year/Period Ended
November 29, 2013
|
Year Ended
November 30, 2012
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class C
|
||||||||||||||||
Sold
|
18,324,433 | $ | 214,410,911 | 2,050,660 | $ | 22,034,118 | ||||||||||
Dividends and/or distributions reinvested
|
543,625 | 6,378,564 | 55,707 | 593,520 | ||||||||||||
Redeemed
|
(671,581 | ) | (7,857,977 | ) | (183,301 | ) | (1,991,350 | ) | ||||||||
Net increase
|
18,196,477 | $ | 212,931,498 | 1,923,066 | $ | 20,636,288 | ||||||||||
|
||||||||||||||||
Class I*
|
||||||||||||||||
Sold
|
4,385,555 | $ | 52,451,519 | — | $ | — | ||||||||||
Dividends and/or distributions reinvested
|
17 | 202 | — | — | ||||||||||||
Redeemed
|
— | — | — | — | ||||||||||||
Net increase
|
4,385,572 | $ | 52,451,721 | — | $ | — | ||||||||||
|
||||||||||||||||
Class W**
|
||||||||||||||||
Sold
|
1,241,790 | $ | 13,897,141 | 1,297,061 | $ | 14,126,950 | ||||||||||
Dividends and/or distributions reinvested
|
298,578 | 3,522,836 | 358,295 | 3,879,652 | ||||||||||||
Redeemed
|
(2,479,235 | ) | (29,344,927 | ) | (4,311,082 | ) | (47,126,254 | ) | ||||||||
Net increase
|
(938,867 | ) | $ | (11,924,950 | ) | (2,655,726 | ) | $ | (29,119,652 | ) | ||||||
|
||||||||||||||||
Class Y**
|
||||||||||||||||
Sold
|
65,039,170 | $ | 768,338,292 | 34,325,767 | $ | 372,088,606 | ||||||||||
Dividends and/or distributions reinvested
|
4,964,950 | 58,890,029 | 3,502,960 | 37,790,243 | ||||||||||||
Redeemed
|
(24,836,905 | ) | (292,119,880 | ) | (12,632,031 | ) | (136,231,551 | ) | ||||||||
Net increase
|
45,167,215 | $ | 535,108,441 | 25,196,696 | $ | 273,647,298 |
*
|
Class I shares commenced operations at the close of business June 28, 2013.
|
**
|
Effective June 28, 2013, Class I shares were renamed Class Y shares and Class Y shares were renamed Class W shares. See Note 1 of the Notes to Financial Statements for additional information.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
Purchases
|
Sales
|
||||||
Investment securities
|
$ | 1,131,110,274 | $ | 38,833,455 |
Net Assets up to $3 Billion
|
Net Assets Greater than
$3 Billion and up to $5 Billion
|
Net Assets in Excess of $5 Billion
|
0.70%
|
0.68%
|
0.65%
|
Eligible expense recoupment expiring:
|
|
|||
November 30, 2014
|
$ | 570,608 | ||
November 30, 2015
|
322,719 | |||
November 30, 2016
|
178,756 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year Ended
|
Class A
Front-End Sales Charges Retained
by Distributor
|
Class C Contingent Deferred Sales Charges Retained by Distributor
|
||||||
November 29, 2013
|
$ | 289,938 | $ | 23,536 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES;
UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
|
TRUSTEES AND OFFICERS Unaudited
|
Name, Position(s) Held with the Trusts, Length of Service, Age
|
Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
|
INDEPENDENT
TRUSTEES
|
The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
|
Sam Freedman,
Chairman of the
Board of Trustees
and Trustee
(since 2012)
Year of Birth: 1940
|
Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with OppenheimerFunds, Inc. and with subsidiary or affiliated companies of OppenheimerFunds, Inc. (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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.
|
Edward L. Cameron,
Trustee
(since 2012)
Year of Birth: 1938
|
Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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,
Trustee
(since 2012)
Year of Birth: 1942
|
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 OppenheimerFunds, Inc.; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of OppenheimerFunds, Inc.), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Richard F. Grabish,
Trustee
(since 2012)
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 38 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,
Trustee
(since 2012)
Year of Birth: 1946
|
Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); 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); 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); Adviser 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 Adviser to Unilever (Holland) pension fund (2000-2003). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Victoria J. Herget,
Trustee
(since 2012)
Year of Birth:1951
|
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 (and its predecessor firms); Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); 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 (since 2000) and Chair (since 2010), Newberry Library; Trustee, Mather LifeWays (since 2001); Trustee, BoardSource (2006-2009) and Chicago City Day School (1994-2005). Oversees 38 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. |
Robert J. Malone,
Trustee
(since 2012)
Year of Birth: 1944
|
Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); 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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
F. William Marshall, Jr.,
Trustee
(since 2012)
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) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); 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 42 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,
Trustee
(since 2012)
Year of Birth: 1953
|
Partner (1990-2012) of PricewaterhouseCoopers LLP (held various positions 1975-1990); Emeritus Trustee (since 2006), Trustee (1992- 2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum since inception. Oversees 38 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,
Trustee (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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
INTERESTED TRUSTEE
AND OFFICER
|
Mr. Glavin is an “Interested Director” because he is affiliated with OFI Global Asset Management, Inc. and OppenheimerFunds, Inc. by virtue of his positions as an officer and director of OFI Global Asset Management, Inc. and a director of OppenheimerFunds, Inc., and as a shareholder of the OppenheimerFunds, Inc.’s parent company. Both as a Director and as an officer, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
|
William F. Glavin, Jr.,
Trustee, President
and Principal
Executive Officer
(since 2012)
Year of Birth: 1958
|
Director, Chairman and Chief Executive Officer of OFI Global Asset Management, Inc. (since January 2013); President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chairman of OppenheimerFunds, Inc. (December 2009-December 2012); Chief Executive Officer (January 2009-December 2012) and Director of OppenheimerFunds, Inc. (since January 2009); President of OppenheimerFunds, Inc. (May 2009-December 2012); Management Director (since June 2009), President (since December 2009) and Chief Executive Officer (since January 2011) of Oppenheimer Acquisition Corp. (“OAC”) (OppenheimerFunds, Inc.’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (since March 2010); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
OTHER OFFICERS OF
THE TRUSTS
|
The addresses of the Officers in the chart below are as follows: for Mr. Gabinet and Ms. Nasta, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Hammond, Cartner and Watson, 2100 McKinney Avenue, Dallas, TX 75201, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
|
Gabriel Hammond,
Vice President
(since 2012)
Year of Birth: 1979
|
Senior Vice President of the Manager (since December 2012); Founder, Member and Portfolio Manager, SteelPath Fund Advisers LLC (2004−2012); Founder, Member and Portfolio Manager, SteelPath Capital Management LLC (2004-2012); Goldman, Sachs & Co., Energy Research Division, (2001–2004). An officer of other portfolios in the OppenheimerFunds complex.
|
Stuart Cartner,
Vice President
(since 2012)
Year of Birth: 1960
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager (2009−2012), SteelPath Fund Advisers LLC; Member and Portfolio Manager (2007−2012) SteelPath Capital Managerment LLC; Goldman Sachs, Vice President (1988−2007). An officer of other portfolios in the OppenheimerFunds complex.
|
Brian Watson,
Vice President
(since 2012)
Year of Birth: 1973
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager, SteelPath Fund Advisers LLC (2009–2012); Portfolio Manager, Swank Capital LLC, a Dallas, Texas-based investment firm, (2005–2009). An officer of other portfolios in the OppenheimerFunds complex.
|
Arthur S. Gabinet,
Secretary and
Chief Legal Officer
(since 2012)
Year of Birth: 1958
|
Executive Vice President, Secretary and General Counsel of OFI Global Asset Management (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of OppenheimerFunds, Inc.; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Global Institutional, Inc. (since January 2011); General Counsel, Asset Management of OppenheimerFunds, Inc. (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Christina M. Nasta,
Vice President and
Chief Business Officer
(since 2012)
Year of Birth: 1973
|
Senior Vice President of OppenheimerFunds Distributor, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (July 2010-December 2012); Vice President of OppenheimerFunds, Inc. (January 2003-July 2010); Vice President of OppenheimerFunds Distributor, Inc. (January 2003-July 2010). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Mark S. Vandehey,
Vice President and
Chief Compliance Officer
(since 2012)
Year of Birth: 1950
|
Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since January 2013); Chief Compliance Officer of OFI SteelPath, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (March 2004-December 2012); Chief Compliance Officer of OppenheimerFunds, Inc., OppenheimerFunds Distributor, 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 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (June 1983-December 2012). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Brian W. Wixted,
Treasurer and
Principal Financial &
Accounting Officer
(since 2012)
Year of Birth: 1959
|
Senior Vice President of OFI Global Asset Management, Inc. (since January 2013); Treasurer of OppenheimerFunds, Inc., HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000- June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Global Institutional, Inc. (November 2000- June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by OppenheimerFunds, Inc.) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Global Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 90 portfolios in the OppenheimerFunds complex. |
OPPENHEIMER STEELPATH MLP SELECT 40 FUND
|
Manager
|
|
OFI SteelPath, 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
|
|
Cohen Fund Audit Services, Ltd.
|
|
||
Counsel
|
|
K&L Gates LLP
|
PRIVACY POLICY NOTICE
|
•
|
Applications or other forms
|
•
|
When you create a user ID and password for online account access
|
•
|
When you enroll in eDocs Direct, our electronic document delivery service
|
•
|
Your transactions with us, our affiliates or others
|
•
|
A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited
|
•
|
When you set up challenge questions to reset your password online
|
PRIVACY POLICY NOTICE (Continued)
|
•
|
All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.
|
•
|
Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.
|
•
|
You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.
|
PRIVACY POLICY NOTICE (Continued)
|
Table of Contents
|
|
Fund Performance Discussion
|
3
|
Top Holdings and Allocations
|
7
|
Share Class Performance
|
8
|
Fund Expenses
|
10
|
Statement of Investments
|
12
|
Statement of Assets and Liabilities
|
15
|
Statement of Operations
|
17
|
Statements of Changes in Net Assets
|
18
|
Financial Highlights
|
19
|
Notes to Financial Statements
|
23
|
Report of Independent Registered Public Accounting Firm
|
38
|
Board Approval of the Fund’s Investment Advisory Agreement
|
39
|
Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments
|
42
|
Trustees and Officers
|
43
|
Privacy Policy Notice
|
51
|
Class A Shares of the Fund
|
|||||
|
Without
Sales
Charge
|
With
Sales
Charge
|
S&P 500
Index
|
Alerian MLP Index
|
Lipper Equity Income Funds Index
|
1-Year
|
19.29%
|
12.46%
|
30.30%
|
21.61%
|
27.17%
|
Since Inception (3/31/10)
|
12.11
|
10.31
|
15.00
|
18.78
|
13.55
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements. Index returns are calculated through November 30, 2013.
|
Energy Transfer Equity LP
|
8.78%
|
Enterprise Products Partners LP
|
8.48%
|
Plains All American Pipeline LP
|
7.52%
|
Sunoco Logistics Partners LP
|
6.86%
|
Magellan Midstream Partners LP
|
6.09%
|
TC Pipelines LP
|
5.34%
|
MarkWest Energy Partners LP
|
5.14%
|
Genesis Energy LP
|
4.85%
|
Williams Partners
|
4.77%
|
Buckeye Partners LP
|
4.67%
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements.
|
Inception
Date
|
1-Year
|
Since
Inception
|
|
Class A (MLPAX)
|
3/31/10
|
19.29%
|
12.11%
|
Class C (MLPGX)
|
8/25/11
|
18.54%
|
14.56%
|
Class I (OSPAX)*
|
6/28/13
|
N/A
|
3.05%
|
Class Y (MLPOX)**
|
3/31/10
|
19.72%
|
12.42%
|
Inception
Date
|
1-Year
|
Since
Inception
|
|
Class A (MLPAX)
|
3/31/10
|
12.46%
|
10.31%
|
Class C (MLPGX)
|
8/25/11
|
17.54%
|
14.56%
|
Class I (OSPAX)*
|
6/28/13
|
N/A
|
3.05%
|
Class Y (MLPOX)**
|
3/31/10
|
19.72%
|
12.42%
|
*
|
Class I shares commenced operations at the close of business June 28, 2013. Performance shown is since inception.
|
**
|
Effective June 28, 2013 Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
Actual
|
Beginning
Account
Value
June 1, 2013
|
Ending
Account
Value
November 29, 2013
|
Expenses
Paid During
6 Months Ended
November 29, 2013 1,2
|
Class A
|
$1,000.00
|
$1,067.20
|
$7.78
|
Class C
|
1,000.00
|
1,063.40
|
11.67
|
Class I
|
1,000.00
|
1,030.50
|
6.62
|
Class Y*
|
1,000.00
|
1,069.10
|
6.46
|
Hypothetical
(5% return before expenses)
|
|
|
|
Class A
|
1,000.00
|
1,017.47
|
7.60
|
Class C
|
1,000.00
|
1,013.69
|
11.39
|
Class I
|
1,000.00
|
1,018.48
|
6.58
|
Class Y*
|
1,000.00
|
1,017.47
|
6.30
|
Class
|
Expense Ratios
|
Class A
|
1.50%
|
Class C
|
2.25
|
Class I
|
1.30
|
Class Y*
|
1.25
|
*
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
1.
|
Actual expenses paid for Classes A, C, and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 153/365 to reflect the period from June 28, 2013 (inception of offering) to November 29, 2013.
|
2.
|
Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).
|
STATEMENT OF INVESTMENTS November 29, 2013*
|
Description
|
Shares
|
Value
|
||||||
Master Limited Partnership Shares — 100.7%
|
||||||||
Coal — 0.2%
|
||||||||
PVR Partners LP
|
204,031 | $ | 5,039,566 | |||||
Diversified — 17.0%
|
||||||||
Enterprise Products Partners LP
|
3,832,385 | 241,325,283 | ||||||
ONEOK Partners LP
|
1,952,700 | 104,586,612 | ||||||
Williams Partners LP
|
2,643,150 | 135,831,479 | ||||||
Total Diversified
|
481,743,374 | |||||||
Gathering/Processing — 21.0%
|
||||||||
Access Midstream Partners LP
|
1,643,016 | 92,288,209 | ||||||
DCP Midstream Partners LP
|
1,858,558 | 89,545,324 | ||||||
MarkWest Energy Partners LP
|
2,118,678 | 146,337,089 | ||||||
Regency Energy Partners LP
|
4,889,325 | 119,201,744 | ||||||
Targa Resources Partners LP
|
1,644,198 | 83,936,308 | ||||||
Western Gas Partners LP
|
957,689 | 60,985,636 | ||||||
Total Gathering/Processing
|
592,294,310 | |||||||
Natural Gas Pipelines — 24.0%
|
||||||||
El Paso Pipeline Partners LP
|
2,828,174 | 117,595,475 | ||||||
Energy Transfer Equity LP
|
3,338,910 | 249,650,301 | ||||||
EQT Midstream Partners LP
|
1,338,768 | 73,618,852 | ||||||
Spectra Energy Partners LP
|
1,919,043 | 86,280,173 | ||||||
TC Pipelines LP
|
3,098,783 | 151,840,367 | ||||||
Total Natural Gas Pipelines
|
678,985,168 |
Description
|
Shares
|
Value
|
||||||
,Petroleum Transportation — 38.5%
|
||||||||
Buckeye Partners LP
|
1,951,805 | $ | 132,898,403 | |||||
Genesis Energy LP
|
2,660,907 | 138,047,855 | ||||||
Holly Energy Partners LP 1
|
3,241,053 | 101,931,117 | ||||||
Magellan Midstream Partners LP
|
2,790,016 | 173,371,594 | ||||||
Plains All American Pipeline LP
|
4,146,063 | 213,812,469 | ||||||
Sunoco Logistics Partners LP
|
2,755,599 | 195,041,297 | ||||||
Tesoro Logistics LP
|
1,256,848 | 64,413,460 | ||||||
TransMontaigne Partners LP 1
|
1,596,745 | 67,254,899 | ||||||
Total Petroleum Transportation
|
1,086,771,094 | |||||||
Total Master Limited Partnership Shares
|
||||||||
(identified cost $2,275,198,568)
|
2,844,833,512 | |||||||
Common Stock — 2.7%
|
||||||||
Diversified — 2.7%
|
||||||||
ONEOK, Inc.
|
1,289,744 | 74,895,434 | ||||||
Total Common Stock
|
||||||||
(identified cost $68,080,466)
|
74,895,434 | |||||||
Private Investment in Public Equity — 2.1%
|
||||||||
Petroleum Transportation — 2.1%
|
||||||||
NGL Energy Partners LP PIPE Units 2,3
|
1,920,000 | 58,444,800 | ||||||
Total Private Investment in Public Equity
|
||||||||
(identified cost $56,812,800)
|
58,444,800 |
STATEMENT OF INVESTMENTS (Continued)
|
Description
|
Shares
|
Value
|
||||||
Short-Term Investments — 3.3%
|
||||||||
Money Market — 3.3%
|
||||||||
Fidelity Treasury Portfolio, 0.010% 4
|
93,713,564 | $ | 93,713,564 | |||||
Total Short-Term Investments
|
||||||||
(identified cost $93,713,564)
|
93,713,564 | |||||||
Total Investments — 108.8%
|
||||||||
(identified cost $2,493,805,398)
|
3,071,887,310 | |||||||
Liabilities In Excess of Other Assets — (8.8)%
|
(247,061,555 | ) | ||||||
Net Assets — 100.0%
|
$ | 2,824,825,755 |
STATEMENT OF INVESTMENTS (Continued)
|
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
LP — Limited Partnership
|
1.
|
Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the period ended November 29, 2013, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during the period in which the issuer was an affiliate are as follows:
|
|
Shares
November 30,
2012
|
Gross
Additions
|
Gross
Reductions
|
Shares
November 29,
2013*
|
||||||||||||
Holly Energy Partners LP
|
1,566,624 | 5 | 1,674,429 | — | 3,241,053 | |||||||||||
TransMontaigne Partners LP
|
437,889 | 1,158,856 | — | 1,596,745 | ||||||||||||
|
Value
|
Distributions
|
Realized
Gain/(Loss)
|
|||||||||||||
Holly Energy Partners LP
|
101,931,117 | 5,000,201 | — | |||||||||||||
TransMontaigne Partners LP
|
67,254,899 | 2,414,529 | — |
2.
|
Non-income producing security
|
3.
|
Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities, acquired on November 29, 2013 for $56,812,800, amount to $58,444,800 or 2.1% of the Fund’s net assets as of November 29, 2013.
|
4.
|
Variable rate security; the coupon rate represents the rate at November 29, 2013.
|
5.
|
2 for 1 stock split, Ex Date January 17, 2013. These shares have been updated to reflect the stock split.
|
STATEMENT OF
ASSETS AND LIABILITIES November 29, 2013*
|
Assets
|
||||
Investments at value - see accompanying Statement of Investments:
|
||||
Unaffiliated companies (cost $2,343,368,948)
|
$ | 2,902,701,294 | ||
Affiliated companies (cost $150,436,450)
|
169,186,016 | |||
|
3,071,887,310 | |||
Deferred tax asset
|
39,748,131 | |||
Dividends receivable
|
659 | |||
Receivable for beneficial interest sold
|
19,034,211 | |||
Prepaid expenses
|
166,669 | |||
Total assets
|
3,130,836,980 | |||
|
||||
Liabilities
|
||||
Payable for beneficial interest redeemed
|
3,860,341 | |||
Payable for investments purchased
|
60,524,838 | |||
Deferred tax liability
|
238,009,163 | |||
Payable to Manager
|
2,039,588 | |||
Payable for distribution and service plan fees, Class A
|
229,345 | |||
Payable for distribution and service plan fees, Class C
|
354,515 | |||
Transfer agent fees, Class A
|
214,370 | |||
Transfer agent fees, Class C
|
82,807 | |||
Transfer agent fees, Class I
|
2 | |||
Transfer agent fees, Class Y
|
228,797 | |||
Trustees' fees
|
2,758 | |||
Other liabilities
|
464,701 | |||
Total liabilities
|
306,011,225 | |||
|
||||
Net Assets
|
$ | 2,824,825,755 | ||
|
||||
Composition of Net Assets
|
||||
Par value of shares of beneficial interest
|
$ | 233,937 | ||
Paid-in capital
|
2,485,560,079 | |||
Undistributed net investment loss, net of deferred taxes
|
(25,296,672 | ) | ||
Accumulated undistributed net realized losses on investments, net of deferred taxes
|
(347,745 | ) | ||
Net unrealized appreciation on investments, net of deferred taxes
|
364,676,156 | |||
Net Assets
|
$ | 2,824,825,755 |
STATEMENT OF
ASSETS AND LIABILITIES (Continued)
|
Net Asset Value, Offering Price and Redemption Proceeds Per Share
($0.001 Par Value, Unlimited Shares Authorized)
|
||||
Class A Shares:
|
||||
Net asset value and redemption proceeds per share
|
$ | 12.04 | ||
Offering price per share (net asset value plus sales charge of 5.75% of offering price)
|
$ | 12.77 | ||
Class C Shares:
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 11.89 | ||
Class I Shares:**
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 12.17 | ||
Class Y Shares:***
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 12.18 |
Net Assets:
|
||||
Class A shares
|
$ | 1,154,926,435 | ||
Class C shares
|
451,351,213 | |||
Class I shares**
|
73,275 | |||
Class Y shares***
|
1,218,474,832 | |||
Total Net Assets
|
$ | 2,824,825,755 | ||
Shares Outstanding:
|
||||
Class A shares
|
95,886,822 | |||
Class C shares
|
37,971,235 | |||
Class I shares**
|
6,022 | |||
Class Y shares***
|
100,073,037 | |||
Total Shares Outstanding
|
233,937,116 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
STATEMENT OF
OPERATIONS For the Year Ended November 29, 2013*
|
Investment Income
|
||||
Distributions from Master Limited Partnerships from:
|
||||
Unaffiliated Master Limited Partnerships
|
$ | 87,501,564 | ||
Affiliated Master Limited Partnerships
|
7,414,730 | |||
Less return of capital on distributions from:
|
||||
Unaffiliated Master Limited Partnerships
|
(87,501,564 | ) | ||
Affiliated Master Limited Partnerships
|
(7,414,730 | ) | ||
Dividend income
|
484,954 | |||
Total investment income
|
484,954 | |||
|
||||
Expenses
|
||||
Management fees
|
18,894,931 | |||
Distribution and service plan fees
|
||||
Class A
|
1,577,312 | |||
Class C
|
2,063,979 | |||
Transfer agent fees
|
||||
Class A
|
284,369 | |||
Class C
|
109,644 | |||
Class I
|
2 | |||
Class Y
|
305,488 | |||
Administration fees
|
694,462 | |||
Registration fees
|
501,237 | |||
Tax expense
|
244,315 | |||
Custody fees
|
109,453 | |||
Trustees' fees
|
68,662 | |||
CCO Fees
|
132 | |||
Other
|
997,899 | |||
Total expenses, before waivers and deferred taxes
|
25,851,885 | |||
Less expense waivers
|
(494,767 | ) | ||
Net expenses, before deferred taxes
|
25,357,118 | |||
|
||||
Net investment loss, before deferred taxes
|
(24,872,164 | ) | ||
Deferred tax benefit
|
9,022,120 | |||
Net investment loss, net of deferred taxes
|
(15,850,044 | ) | ||
|
||||
Net Realized and Unrealized Gains on Investments:
|
||||
Net Realized Gains
|
||||
Investments
|
10,596,253 | |||
Deferred tax expense
|
(3,780,674 | ) | ||
Net realized gains, net of deferred taxes
|
6,815,579 | |||
Net Change in Unrealized Appreciation
|
||||
Investments
|
412,387,715 | |||
Deferred tax expense
|
(152,005,521 | ) | ||
Net change in unrealized appreciation, net of deferred taxes
|
260,382,194 | |||
|
||||
Net realized and unrealized gains on investments, net of deferred taxes
|
267,197,773 | |||
Change in net assets resulting from operations
|
$ | 251,347,729 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
For the
Year/Period
Ended
November 29,
2013*
|
For the
Year Ended
November 30,
2012
|
||||||
Operations
|
||||||||
Net investment loss, net of deferred taxes
|
$ | (15,850,044 | ) | $ | (5,958,365 | ) | ||
Net realized gains/(losses) on investments, net of deferred taxes
|
6,815,579 | (8,436,291 | ) | |||||
Net change in unrealized appreciation on investments, net of deferred taxes
|
260,382,194 | 81,399,548 | ||||||
Change in net assets resulting from operations
|
251,347,729 | 67,004,892 | ||||||
|
||||||||
Distributions to Shareholders
|
||||||||
Distributions to shareholders from return of capital:
|
||||||||
Class A shares
|
(39,827,246 | ) | (10,633,996 | ) | ||||
Class C shares
|
(13,511,634 | ) | (395,950 | ) | ||||
Class I shares**
|
(1,172 | ) | — | |||||
Class Y shares***
|
(52,845,117 | ) | (34,503,821 | ) | ||||
Change in net assets resulting from distributions to shareholders
|
(106,185,169 | ) | (45,533,767 | ) | ||||
|
||||||||
Beneficial Interest Transactions
|
||||||||
Class A
|
914,243,183 | 81,315,414 | ||||||
Class C
|
427,444,980 | 14,249,141 | ||||||
Class I**
|
72,596 | — | ||||||
Class Y***
|
515,630,734 | 144,344,485 | ||||||
Change in net assets resulting from beneficial interest transactions
|
1,857,391,493 | 239,909,040 | ||||||
Change in net assets
|
2,002,554,053 | 261,380,165 | ||||||
|
||||||||
Net Assets
|
||||||||
Beginning of year
|
822,271,702 | 560,891,537 | ||||||
End of year
|
$ | 2,824,825,755 | $ | 822,271,702 | ||||
Undistributed net investment loss, net of deferred taxes
|
$ | (25,296,672 | ) | $ | (9,446,628 | ) |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
FINANCIAL HIGHLIGHTS
|
Class A
|
Year Ended November 29,
2013*
|
Year Ended November 30,
2012
|
Year Ended November 30,
2011
|
Period Ended November 30,
2010 1
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning of period
|
$ | 10.70 | $ | 10.38 | $ | 10.71 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 2
|
(0.11 | ) | (0.10 | ) | (0.10 | ) | (0.05 | ) | ||||||||
Return of capital 2
|
0.42 | 0.41 | 0.43 | 0.28 | ||||||||||||
Net realized and unrealized gains
|
1.72 | 0.70 | 0.02 | 0.97 | ||||||||||||
Total from investment operations
|
2.03 | 1.01 | 0.35 | 1.20 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.69 | ) | (0.69 | ) | (0.68 | ) | (0.49 | ) | ||||||||
Net asset value, end of period
|
$ | 12.04 | $ | 10.70 | $ | 10.38 | $ | 10.71 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 3
|
19.29 | % | 9.93 | % | 3.32 | % | 12.24 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 1,154,926 | $ | 193,974 | $ | 108,422 | $ | 31,525 | ||||||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
1.55 | % | 1.58 | % | 1.67 | % | 1.94 | % | ||||||||
Expense (waivers)
|
(0.03 | %) | (0.08 | %) | (0.17 | %) | (0.44 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
1.52 | %5 | 1.50 | % | 1.50 | % | 1.50 | % | ||||||||
Deferred tax expense 6
|
8.07 | % | 5.55 | % | 1.68 | % | 12.93 | % | ||||||||
Total expense
|
9.59 | % | 7.05 | % | 3.18 | % | 14.43 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(1.52 | %) | (1.57 | %) | (1.67 | %) | (1.59 | %) | ||||||||
Expense (waivers)
|
(0.03 | %) | (0.08 | %) | (0.17 | %) | (0.44 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(1.49 | %) | (1.49 | %) | (1.50 | %) | (1.15 | %) | ||||||||
Deferred tax benefit 7
|
0.54 | % | 0.53 | % | 0.56 | % | 0.46 | % | ||||||||
Net investment loss
|
(0.95 | %) | (0.96 | %) | (0.94 | %) | (0.69 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
9 | % | 15 | % | 14 | % | 7 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.50%.
|
6.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
7.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class C
|
Year Ended November 29,
2013*
|
Year Ended November 30,
2012
|
Period Ended November 30,
2011 1
|
|||||||||
Per Share Operating Data
|
||||||||||||
Net asset value, beginning of period
|
$ | 10.64 | $ | 10.40 | $ | 10.05 | ||||||
Income/(loss) from investment operations:
|
||||||||||||
Net investment loss 2
|
(0.17 | ) | (0.15 | ) | (0.04 | ) | ||||||
Return of capital 2
|
0.42 | 0.44 | 0.14 | |||||||||
Net realized and unrealized gains
|
1.69 | 0.64 | 0.42 | |||||||||
Total from investment operations
|
$ | 1.94 | 0.93 | 0.52 | ||||||||
Distributions to shareholders:
|
||||||||||||
Return of capital
|
(0.69 | ) | (0.69 | ) | (0.17 | ) | ||||||
Net asset value, end of period
|
$ | 11.89 | $ | 10.64 | $ | 10.40 | ||||||
|
||||||||||||
Total Return, at Net Asset Value 3
|
18.54 | % | 9.12 | % | 5.19 | % | ||||||
Ratios/Supplemental Data
|
||||||||||||
Net assets, end of period (in thousands)
|
$ | 451,351 | $ | 14,593 | $ | 316 | ||||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||||||
Before (waivers) and deferred tax expense
|
2.30 | % | 2.63 | % | 22.80 | % | ||||||
Expense (waivers)
|
(0.03 | %) | (0.38 | %) | (20.55 | %) | ||||||
Net of (waivers) and before deferred tax expense
|
2.27 | %5 | 2.25 | % | 2.25 | % | ||||||
Deferred tax expense 6
|
6.91 | % | 5.29 | % | 12.37 | % | ||||||
Total expense
|
9.18 | % | 7.54 | % | 14.62 | % | ||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||||||
Before (waivers) and deferred tax expense
|
(2.27 | %) | (2.63 | %) | (22.80 | %) | ||||||
Expense (waivers)
|
(0.03 | %) | (0.38 | %) | (20.55 | %) | ||||||
Net of (waivers) and before deferred tax expense
|
(2.24 | %) | (2.25 | %) | (2.25 | %) | ||||||
Deferred tax benefit 7
|
0.82 | % | 0.81 | % | 0.84 | % | ||||||
Net investment loss
|
(1.42 | %) | (1.44 | %) | (1.41 | %) | ||||||
|
||||||||||||
Portfolio Turnover Rate
|
9 | % | 15 | % | 14 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes
|
1.
|
Shares commenced operations at the close of business August 25, 2011.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes tax expense. Without tax expense, the net expense ratio would be 2.25%.
|
6.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
7.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class I
|
Period Ended November 29,
2013*, 1, 2
|
|||
Per Share Operating Data
|
||||
Net asset value, beginning of period
|
$ | 12.15 | ||
Income/(loss) from investment operations:
|
||||
Net investment loss 3
|
(0.04 | ) | ||
Return of capital 3
|
0.19 | |||
Net realized and unrealized gains
|
0.21 | |||
Total from investment operations
|
0.36 | |||
Distributions to shareholders:
|
||||
Return of capital
|
(0.34 | ) | ||
Net asset value, end of period
|
$ | 12.17 | ||
|
||||
Total Return, at Net Asset Value 4
|
3.05 | % | ||
Ratios/Supplemental Data
|
||||
Net assets, end of period (in thousands)
|
$ | 73 | ||
Ratio of Expenses to Average Net Assets: 5
|
||||
Before deferred tax expense
|
1.32 | %6 | ||
Deferred tax expense 7
|
4.51 | % | ||
Total expense
|
5.83 | % | ||
Ratio of Investment Loss to Average Net Assets: 5
|
||||
Before deferred tax expense
|
(1.29 | %) | ||
Deferred tax benefit 8
|
0.46 | % | ||
Net investment loss
|
(0.83 | %) | ||
|
||||
Portfolio Turnover Rate
|
9 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes
|
1.
|
Shares commenced operations at the close of business June 28, 2013.
|
2.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.30%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class Y
|
Year Ended November 29,
2013*,1
|
Year Ended November 30,
2012 1
|
Year Ended November 30,
2011 1
|
Period Ended November 30,
2010 1,2
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning of period
|
$ | 10.78 | $ | 10.43 | $ | 10.73 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 3
|
(0.10 | ) | (0.09 | ) | (0.08 | ) | (0.04 | ) | ||||||||
Return of capital 3
|
0.41 | 0.40 | 0.42 | 0.27 | ||||||||||||
Net realized and unrealized gains
|
1.78 | 0.73 | 0.04 | 0.99 | ||||||||||||
Total from investment operations
|
2.09 | 1.04 | 0.38 | 1.22 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.69 | ) | (0.69 | ) | (0.68 | ) | (0.49 | ) | ||||||||
Net asset value, end of period
|
$ | 12.18 | $ | 10.78 | $ | 10.43 | $ | 10.73 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 4
|
19.72 | % | 10.18 | % | 3.60 | % | 12.44 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 1,218,475 | $ | 613,704 | $ | 452,154 | $ | 168,652 | ||||||||
Ratio of Expenses to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
1.29 | % | 1.29 | % | 1.37 | % | 1.54 | % | ||||||||
Expense (waivers)
|
(0.03 | %) | (0.04 | %) | (0.12 | %) | (0.29 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
1.26 | %6 | 1.25 | % | 1.25 | % | 1.25 | % | ||||||||
Deferred tax expense 7
|
9.27 | % | 5.60 | % | 0.75 | % | 13.14 | % | ||||||||
Total expense
|
10.53 | % | 6.85 | % | 2.00 | % | 14.39 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(1.26 | %) | (1.29 | %) | (1.37 | %) | (1.20 | %) | ||||||||
Expense (waivers)
|
(0.03 | %) | (0.04 | %) | (0.12 | %) | (0.29 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(1.23 | %) | (1.25 | %) | (1.25 | %) | (0.91 | %) | ||||||||
Deferred tax benefit 8
|
0.45 | % | 0.44 | % | 0.46 | % | 0.36 | % | ||||||||
Net investment loss
|
(0.78 | %) | (0.81 | %) | (0.79 | %) | (0.55 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
9 | % | 15 | % | 14 | % | 7 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes
|
1.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
2.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.25%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
NOTES TO FINANCIAL STATEMENTS
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Current tax expense (benefit)
|
||||
Federal
|
$ | — | ||
State
|
— | |||
Total current tax expense
|
$ | — | ||
Deferred tax expense (benefit)
|
||||
Federal
|
$ | 139,339,131 | ||
State
|
7,424,944 | |||
Total deferred tax expense
|
$ | 146,764,075 |
|
Amount
|
|||
Application of statutory income tax rate
|
$ | 139,339,131 | ||
State income taxes net of federal benefit
|
7,564,126 | |||
Change in Estimated State Tax Rate, Net of Federal Tax Benefit/(Expense)
|
(139,182 | ) | ||
Total income tax expense (benefit)
|
$ | 146,764,075 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Deferred tax assets:
|
||||
Net operating loss carryforward (tax basis)
|
$ | 39,748,131 | ||
Capital loss carryforward (tax basis)
|
— | |||
Organization costs
|
— | |||
Deferred tax liabilities:
|
||||
Net unrealized gains on investment securities (tax basis)
|
(238,009,163 | ) | ||
Total net deferred tax asset/(liability)
|
$ | (198,261,032 | ) |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Expiration Date
|
||||
11/30/2030
|
$ | 1,194,164 | ||
11/30/2031
|
7,264,183 | |||
11/30/2032
|
34,906,904 | |||
11/30/2033
|
64,353,261 | |||
Total
|
$ | 107,718,512 |
Cost of Investments
|
$ | 2,427,539,190 | ||
Gross Unrealized Appreciation
|
$ | 662,040,721 | ||
Gross Unrealized Depreciation
|
(17,692,601 | ) | ||
Net Unrealized Appreciation (Depreciation) on Investments
|
$ | 644,348,120 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
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.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
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).
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
Level 1 — Unadjusted Quoted Prices
|
Level 2 —
Other Significant Observable Inputs
|
Level 3 —
Significant Unobservable Inputs
|
Value
|
||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Master Limited Partnership Shares*
|
$ | 2,844,833,512 | $ | — | $ | — | $ | 2,844,833,512 | ||||||||
Common Stock*
|
74,895,434 | — | — | 74,895,434 | ||||||||||||
Private Investment in Public Equity*
|
— | 58,444,800 | — | 58,444,800 | ||||||||||||
Short Term Investments
|
93,713,564 | — | — | 93,713,564 | ||||||||||||
Total Assets
|
$ | 3,013,442,510 | $ | 58,444,800 | $ | — | $ | 3,071,887,310 |
*
|
For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.
|
Year/Period Ended
November 29, 2013
|
Year Ended
November 30, 2012
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class A
|
||||||||||||||||
Sold
|
88,089,334 | $ | 1,036,253,199 | 12,749,078 | $ | 135,025,877 | ||||||||||
Dividends and/or distributions reinvested
|
2,873,478 | 34,010,758 | 881,562 | 9,364,190 | ||||||||||||
Redeemed
|
(13,208,270 | ) | (156,020,774 | ) | (5,948,491 | ) | (63,074,653 | ) | ||||||||
Net increase
|
77,754,542 | $ | 914,243,183 | 7,682,149 | $ | 81,315,414 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year/Period Ended
November 29, 2013
|
Year Ended
November 30, 2012
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class C
|
||||||||||||||||
Sold
|
36,764,251 | $ | 429,380,031 | 1,334,147 | $ | 14,178,221 | ||||||||||
Dividends and/or distributions reinvested
|
961,272 | 11,308,385 | 29,918 | 316,251 | ||||||||||||
Redeemed
|
(1,125,537 | ) | (13,243,436 | ) | (23,186 | ) | (245,331 | ) | ||||||||
Net increase
|
36,599,986 | $ | 427,444,980 | 1,340,879 | $ | 14,249,141 | ||||||||||
|
||||||||||||||||
Class I*
|
||||||||||||||||
Sold
|
5,966 | $ | 71,928 | — | $ | — | ||||||||||
Dividends and/or distributions reinvested
|
56 | 668 | — | — | ||||||||||||
Redeemed
|
— | — | — | — | ||||||||||||
Net increase
|
6,022 | $ | 72,596 | — | $ | — | ||||||||||
|
||||||||||||||||
Class Y**
|
||||||||||||||||
Sold
|
58,752,034 | $ | 698,036,661 | 23,419,979 | $ | 250,145,996 | ||||||||||
Dividends and/or distributions reinvested
|
4,044,823 | 48,067,003 | 2,829,783 | 30,276,817 | ||||||||||||
Redeemed
|
(19,642,616 | ) | (230,472,930 | ) | (12,695,143 | ) | (136,078,328 | ) | ||||||||
Net increase
|
43,154,241 | $ | 515,630,734 | 13,554,619 | $ | 144,344,485 |
*
|
Class I shares commenced operations at the close of business June 28, 2013.
|
**
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
|
Purchases
|
Sales
|
||||||
Investment securities
|
$ | 1,950,491,452 | $ | 160,036,582 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Net Assets up to $3 Billion
|
Net Assets Greater than
$3 Billion and up to $5 Billion
|
Net Assets in Excess of $5 Billion
|
1.10%
|
1.08%
|
1.05%
|
Eligible expense recoupment expiring:
|
|
|||
November 30, 2014
|
$ | 505,009 | ||
November 30, 2015
|
374,961 | |||
November 30, 2016
|
494,767 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year Ended
|
Class A
Front-End Sales Charges Retained by Distributor
|
Class C Contingent Deferred Sales Charges Retained by Distributor
|
||||||
November 29, 2013
|
$ | 779,384 | $ | 46,172 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
|
TRUSTEES AND OFFICERS Unaudited
|
Name, Position(s) Held with the Trusts, Length of Service, Age
|
Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
|
INDEPENDENT
TRUSTEES
|
The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
|
Sam Freedman,
Chairman of the
Board of Trustees
and Trustee
(since 2012)
Year of Birth: 1940
|
Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with OppenheimerFunds, Inc. and with subsidiary or affiliated companies of OppenheimerFunds, Inc. (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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.
|
Edward L. Cameron,
Trustee
(since 2012)
Year of Birth: 1938
|
Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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,
Trustee
(since 2012)
Year of Birth: 1942
|
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 OppenheimerFunds, Inc.; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of OppenheimerFunds, Inc.), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Richard F. Grabish,
Trustee
(since 2012)
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 38 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,
Trustee
(since 2012)
Year of Birth: 1946
|
Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); 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); 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); Adviser 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 Adviser to Unilever (Holland) pension fund (2000-2003). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Victoria J. Herget,
Trustee
(since 2012)
Year of Birth:1951
|
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 (and its predecessor firms); Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); 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 (since 2000) and Chair (since 2010), Newberry Library; Trustee, Mather LifeWays (since 2001); Trustee, BoardSource (2006-2009) and Chicago City Day School (1994-2005). Oversees 38 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. |
Robert J. Malone,
Trustee
(since 2012)
Year of Birth: 1944
|
Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); 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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
F. William Marshall, Jr.,
Trustee
(since 2012)
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) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); 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 42 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,
Trustee
(since 2012)
Year of Birth: 1953
|
Partner (1990-2012) of PricewaterhouseCoopers LLP (held various positions 1975-1990); Emeritus Trustee (since 2006), Trustee (1992- 2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum since inception. Oversees 38 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,
Trustee (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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
INTERESTED TRUSTEE
AND OFFICER
|
Mr. Glavin is an “Interested Director” because he is affiliated with OFI Global Asset Management, Inc. and OppenheimerFunds, Inc. by virtue of his positions as an officer and director of OFI Global Asset Management, Inc. and a director of OppenheimerFunds, Inc., and as a shareholder of the OppenheimerFunds, Inc.’s parent company. Both as a Director and as an officer, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
|
William F. Glavin, Jr.,
Trustee, President
and Principal
Executive Officer
(since 2012)
Year of Birth: 1958
|
Director, Chairman and Chief Executive Officer of OFI Global Asset Management, Inc. (since January 2013); President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chairman of OppenheimerFunds, Inc. (December 2009-December 2012); Chief Executive Officer (January 2009-December 2012) and Director of OppenheimerFunds, Inc. (since January 2009); President of OppenheimerFunds, Inc. (May 2009-December 2012); Management Director (since June 2009), President (since December 2009) and Chief Executive Officer (since January 2011) of Oppenheimer Acquisition Corp. (“OAC”) (OppenheimerFunds, Inc.’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (since March 2010); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
OTHER OFFICERS OF
THE TRUSTS
|
The addresses of the Officers in the chart below are as follows: for Mr. Gabinet and Ms. Nasta, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Hammond, Cartner and Watson, 2100 McKinney Avenue, Dallas, TX 75201, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
|
Gabriel Hammond,
Vice President
(since 2012)
Year of Birth: 1979
|
Senior Vice President of the Manager (since December 2012); Founder, Member and Portfolio Manager, SteelPath Fund Advisers LLC (2004−2012); Founder, Member and Portfolio Manager, SteelPath Capital Management LLC (2004-2012); Goldman, Sachs & Co., Energy Research Division, (2001–2004). An officer of other portfolios in the OppenheimerFunds complex.
|
Stuart Cartner,
Vice President
(since 2012)
Year of Birth: 1960
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager (2009−2012), SteelPath Fund Advisers LLC; Member and Portfolio Manager (2007−2012) SteelPath Capital Managerment LLC; Goldman Sachs, Vice President (1988−2007). An officer of other portfolios in the OppenheimerFunds complex.
|
Brian Watson,
Vice President
(since 2012)
Year of Birth: 1973
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager, SteelPath Fund Advisers LLC (2009–2012); Portfolio Manager, Swank Capital LLC, a Dallas, Texas-based investment firm, (2005–2009). An officer of other portfolios in the OppenheimerFunds complex.
|
Arthur S. Gabinet,
Secretary and
Chief Legal Officer
(since 2012)
Year of Birth: 1958
|
Executive Vice President, Secretary and General Counsel of OFI Global Asset Management (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of OppenheimerFunds, Inc.; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Global Institutional, Inc. (since January 2011); General Counsel, Asset Management of OppenheimerFunds, Inc. (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Christina M. Nasta,
Vice President and
Chief Business Officer
(since 2012)
Year of Birth: 1973
|
Senior Vice President of OppenheimerFunds Distributor, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (July 2010-December 2012); Vice President of OppenheimerFunds, Inc. (January 2003-July 2010); Vice President of OppenheimerFunds Distributor, Inc. (January 2003-July 2010). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Mark S. Vandehey,
Vice President and
Chief Compliance Officer
(since 2012)
Year of Birth: 1950
|
Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since January 2013); Chief Compliance Officer of OFI SteelPath, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (March 2004-December 2012); Chief Compliance Officer of OppenheimerFunds, Inc., OppenheimerFunds Distributor, 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 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (June 1983-December 2012). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Brian W. Wixted,
Treasurer and
Principal Financial &
Accounting Officer
(since 2012)
Year of Birth: 1959
|
Senior Vice President of OFI Global Asset Management, Inc. (since January 2013); Treasurer of OppenheimerFunds, Inc., HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000- June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Global Institutional, Inc. (November 2000- June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by OppenheimerFunds, Inc.) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Global Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 90 portfolios in the OppenheimerFunds complex. |
OPPENHEIMER STEELPATH MLP ALPHA FUND
|
Manager
|
|
OFI SteelPath, 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
|
|
Cohen Fund Audit Services, Ltd.
|
|
||
Counsel
|
|
K&L Gates LLP
|
PRIVACY POLICY NOTICE
|
|
•
|
Applications or other forms
|
|
•
|
When you create a user ID and password for online account access
|
|
•
|
When you enroll in eDocs Direct, our electronic document delivery service
|
|
•
|
Your transactions with us, our affiliates or others
|
|
•
|
A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited
|
|
•
|
When you set up challenge questions to reset your password online
|
PRIVACY POLICY NOTICE (Continued)
|
|
•
|
All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.
|
|
•
|
Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.
|
|
•
|
You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.
|
PRIVACY POLICY NOTICE (Continued)
|
Table of Contents
|
|
Fund Performance Discussion
|
3
|
Top Holdings and Allocations
|
7
|
Share Class Performance
|
8
|
Fund Expenses
|
10
|
Statement of Investments
|
12
|
Statement of Assets and Liabilities
|
15
|
Statement of Operations
|
17
|
Statements of Changes in Net Assets
|
18
|
Financial Highlights
|
19
|
Notes to Financial Statements
|
23
|
Report of Independent Registered Public Accounting Firm
|
38
|
Board Approval of the Fund’s Investment Advisory Agreement
|
39
|
Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments
|
42
|
Trustees and Officers
|
43
|
Privacy Policy Notice
|
51
|
Class A Shares of the Fund
|
|||||
|
Without
Sales
Charge
|
With
Sales
Charge
|
S&P 500
Index
|
Alerian MLP Index
|
Lipper Equity Income Funds Index
|
1-Year
|
18.79%
|
11.95%
|
30.30%
|
21.61%
|
27.17%
|
Since Inception (3/31/10)
|
10.10
|
8.33
|
15.00
|
18.78
|
13.55
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements. Index returns are calculated through November 30, 2013.
|
Energy Transfer Equity LP
|
8.22%
|
Enbridge Energy Partners LP
|
6.87%
|
Williams Partners LP
|
6.75%
|
TC Pipelines LP
|
6.11%
|
Crestwood Midstream Partners LP
|
5.81%
|
Crosstex Energy LP
|
5.44%
|
Buckeye Partners LP
|
5.17%
|
Boardwalk Pipeline Partners LP
|
5.05%
|
Regency Energy Partners LP
|
4.67%
|
PVR Partners LP
|
4.24%
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements.
|
Inception Date
|
1-Year
|
Since Inception
|
|
Class A (MLPDX)
|
3/31/10
|
18.79%
|
10.10%
|
Class C (MLPRX)
|
6/10/11
|
17.88%
|
7.96%
|
Class I (OSPMX)*
|
6/28/13
|
N/A
|
1.90%
|
Class Y (MLPZX)**
|
3/31/10
|
19.19%
|
10.36%
|
Inception Date
|
1-Year
|
Since Inception
|
|
Class A (MLPDX)
|
3/31/10
|
11.95%
|
8.33%
|
Class C (MLPRX)
|
6/10/11
|
16.88%
|
7.96%
|
Class I (OSPMX)*
|
6/28/13
|
N/A
|
1.90%
|
Class Y (MLPZX)**
|
3/31/10
|
19.19%
|
10.36%
|
*
|
Class I shares commenced operations at the close of business June 28, 2013. Performance shown is since inception.
|
**
|
Effective June 28, 2013 Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
Actual
|
Beginning
Account
Value
June 1, 2013
|
Ending
Account
Value
November 29, 2013
|
Expenses
Paid During
6 Months Ended
November 29, 2013 1,2
|
Class A
|
$1,000.00
|
$1,050.20
|
$6.93
|
Class C
|
1,000.00
|
1,046.00
|
10.78
|
Class I
|
1,000.00
|
1,019.00
|
5.77
|
Class Y*
|
1,000.00
|
1,051.60
|
5.66
|
Hypothetical
(5% return before expenses)
|
|
|
|
Class A
|
1,000.00
|
1,018.24
|
6.83
|
Class C
|
1,000.00
|
1,014.46
|
10.61
|
Class I
|
1,000.00
|
1,019.26
|
5.77
|
Class Y*
|
1,000.00
|
1,018.24
|
5.57
|
Class
|
Expense Ratios
|
Class A
|
1.35%
|
Class C
|
2.10
|
Class I
|
1.14
|
Class Y*
|
1.10
|
*
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
1.
|
Actual expenses paid for Classes A, C, and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 153/365 to reflect the period from June 28, 2013 (inception of offering) to November 29, 2013.
|
2.
|
Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).
|
STATEMENT OF INVESTMENTS November 29, 2013*
|
Description
|
Shares
|
Value
|
||||||
Master Limited Partnership Shares — 98.6%
|
||||||||
Coal — 4.2%
|
||||||||
PVR Partners LP
|
4,829,738 | $ | 119,294,529 | |||||
Diversified — 6.7%
|
||||||||
Williams Partners LP
|
3,698,062 | 190,043,406 | ||||||
Gathering/Processing — 27.7%
|
||||||||
American Midstream Partners LP 1
|
693,030 | 16,424,811 | ||||||
Compressco Partners LP
|
462,160 | 9,118,417 | ||||||
Crestwood Midstream Partners LP
|
7,219,221 | 163,443,163 | ||||||
Crosstex Energy LP 1
|
5,747,331 | 153,108,898 | ||||||
Exterran Partners LP 1
|
4,159,600 | 115,761,668 | ||||||
Midcoast Energy Partners LP 1, 2
|
2,728,741 | 49,090,051 | ||||||
Regency Energy Partners LP
|
5,387,930 | 131,357,733 | ||||||
Southcross Energy Partners LP 1
|
913,305 | 17,699,851 | ||||||
Summit Midstream Partners LP
|
1,230,315 | 41,313,978 | ||||||
Targa Resources Partners LP
|
570,751 | 29,136,839 | ||||||
USA Compression Partners LP 1
|
2,650,571 | 64,965,495 | ||||||
Total Gathering/Processing
|
791,420,904 | |||||||
Natural Gas Pipelines — 21.1%
|
||||||||
Boardwalk Pipeline Partners LP
|
5,396,013 | 142,130,982 | ||||||
Energy Transfer Equity LP
|
773,166 | 57,809,622 | ||||||
Energy Transfer Partners LP
|
4,272,282 | 231,386,793 | ||||||
TC Pipelines LP 1
|
3,513,024 | 172,138,176 | ||||||
Total Natural Gas Pipelines
|
603,465,573 |
Description
|
Shares
|
Value
|
||||||
Petroleum Transportation — 26.0%
|
||||||||
Arc Logistics Partners LP 1, 2
|
1,029,058 | $ | 20,735,519 | |||||
Buckeye Partners LP
|
2,135,592 | 145,412,459 | ||||||
Delek Logistics Partners LP
|
123,677 | 3,732,572 | ||||||
Enbridge Energy Partners LP
|
6,426,059 | 193,360,115 | ||||||
Global Partners LP 1
|
1,855,665 | 66,599,817 | ||||||
Holly Energy Partners LP
|
915,162 | 28,781,845 | ||||||
Martin Midstream Partners LP 1
|
2,415,455 | 108,478,084 | ||||||
NuStar Energy LP
|
1,354,619 | 72,268,923 | ||||||
NGL Energy Partners LP
|
1,599,925 | 51,965,564 | ||||||
Plains All American Pipeline LP
|
357,631 | 18,443,031 | ||||||
Sprague Resources LP 2
|
493,500 | 8,503,005 | ||||||
TransMontaigne Partners LP
|
560,614 | 23,613,062 | ||||||
Total Petroleum Transportation
|
741,893,996 | |||||||
Propane — 5.5%
|
||||||||
Amerigas Partners LP
|
1,456,318 | 62,942,064 | ||||||
Ferrellgas Partners LP
|
1,461,748 | 35,739,738 | ||||||
Suburban Propane Partners LP
|
1,250,757 | 57,397,239 | ||||||
Total Propane
|
156,079,041 | |||||||
Refined Products/Crude Pipelines — 1.1%
|
||||||||
Lehigh Gas Partners LP 1
|
1,127,152 | 31,920,945 | ||||||
Shipping — 6.3%
|
||||||||
Dynagas LNG Partners LP 2
|
547,323 | 10,262,306 | ||||||
KNOT Offshore Partners LP
|
313,760 | 8,800,968 |
STATEMENT OF INVESTMENTS (Continued)
|
Description
|
Shares
|
Value
|
||||||
Shipping — 6.3% (Continued)
|
||||||||
Teekay LNG Partners LP
|
2,432,084 | $ | 99,958,652 | |||||
Teekay Offshore Partners LP
|
1,887,356 | 61,943,024 | ||||||
Total Shipping
|
180,964,950 | |||||||
Total Master Limited Partnership Shares
|
||||||||
(identified cost $2,482,977,691)
|
2,815,083,344 | |||||||
Common Stock — 0.9%
|
||||||||
Petroleum Transportation — 0.9%
|
||||||||
Enbridge Energy Management LLC 2
|
943,664 | 26,951,035 | ||||||
Total Common Stock
|
||||||||
(identified cost $26,990,585)
|
26,951,035 | |||||||
Preferred Stock — 1.1%
|
||||||||
Gathering/Processing— 0.5%
|
||||||||
Southcross Energy Partners 3,4 8.00%
|
755,459 | 13,432,061 | ||||||
Shipping — 0.6%
|
||||||||
Teekay Offshore Partners 7.25%
|
766,550 | 19,378,384 | ||||||
Total Preferred Stock
|
||||||||
(identified cost $34,339,926)
|
32,810,445 | |||||||
Private Investment in Public Equity — 0.9%
|
||||||||
Petroleum Transportation — 0.9%
|
||||||||
NGL Energy Partners LP PIPE Units 2,5
|
816,200 | 24,845,128 | ||||||
Total Private Investment in Public Equity
|
||||||||
(identified cost $24,151,358)
|
24,845,128 |
Description
|
Shares
|
Value
|
||||||
Short-Term Investments — 4.0%
|
||||||||
Money Market — 4.0%
|
||||||||
Fidelity Treasury Portfolio, 0.010% 6
|
115,769,540 | $ | 115,769,540 | |||||
Total Short-Term Investments
|
||||||||
(identified cost $115,769,540)
|
115,769,540 | |||||||
Total Investments — 105.5%
|
||||||||
(identified cost $2,684,229,100)
|
3,015,459,492 | |||||||
Liabilities In Excess of Other Assets — (5.5)%
|
(158,999,561 | ) | ||||||
Net Assets — 100.0%
|
$ | 2,856,459,931 |
STATEMENT OF INVESTMENTS (Continued)
|
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
LLC — Limited Liability Company
|
LP — Limited Partnership
|
1.
|
Is or was an affiliate, as defined by the Investment Company Act of 1940, at or during the year ended November 29, 2013, by virtue of the Fund owning at least 5% of the voting securities of the issuer. Transactions during the year in which the issuer was an affiliate are as follows:
|
|
Shares
November 30, 2012
|
Gross
Additions
|
Gross
Reductions
|
Shares
November 29, 2013*
|
||||||||||||
American Midstream Partners LP
|
394,713 | 300,577 | 2,260 | 693,030 | ||||||||||||
Arc Logistic Partners LP
|
— | 1,029,058 | — | 1,029,058 | ||||||||||||
Crosstex Energy LP
|
530,379 | 5,224,907 | 7,955 | 5,747,331 | ||||||||||||
Exterran Partners LP
|
1,082,252 | 3,093,588 | 16,240 | 4,159,600 | ||||||||||||
Global Partners LP
|
1,041,706 | 824,807 | 10,848 | 1,855,665 | ||||||||||||
Lehigh Gas Partners LP
|
— | 1,127,152 | — | 1,127,152 | ||||||||||||
Martin Midstream Partners LP
|
680,512 | 1,745,153 | 10,210 | 2,415,455 | ||||||||||||
Midcoast Energy Partners LP
|
— | 2,728,741 | — | 2,728,741 | ||||||||||||
Southcross Energy Partners LP
|
306,702 | 611,208 | 4,605 | 913,305 | ||||||||||||
TC Pipelines LP
|
495,302 | 3,025,157 | 7,435 | 3,513,024 | ||||||||||||
USA Compression Partners LP
|
— | 2,650,571 | — | 2,650,571 | ||||||||||||
|
Value
|
Distributions
|
Realized
Gain/(Loss)
|
|||||||||||||
American Midstream Partners LP
|
16,424,811 | 986,780 | (9,346 | ) | ||||||||||||
Arc Logistic Partners LP
|
20,735,519 | — | — | |||||||||||||
Crosstex Energy LP
|
153,108,898 | 4,192,288 | (10,449 | ) | ||||||||||||
Exterran Partners LP
|
115,761,668 | 5,593,617 | (25,621 | ) | ||||||||||||
Global Partners LP
|
66,599,817 | 3,378,342 | (6,849 | ) | ||||||||||||
Lehigh Gas Partners LP
|
31,920,945 | 459,321 | — | |||||||||||||
Martin Midstream Partners LP
|
108,478,084 | 5,050,595 | (7,751 | ) | ||||||||||||
Midcoast Energy Partners LP
|
49,090,051 | — | — | |||||||||||||
Southcross Energy Partners LP
|
17,699,851 | 1,090,782 | 14,373 | |||||||||||||
TC Pipelines LP
|
172,138,176 | 5,903,679 | (45,001 | ) | ||||||||||||
USA Compression Partners LP
|
64,965,495 | 2,706,566 | — |
2.
|
Non-income producing security.
|
3.
|
All distributions are paid in kind.
|
4.
|
Security is convertible from Preferred Units into Common Units on a one-for-one basis.
|
5.
|
Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities, acquired on November 29, 2013 for $24,151,358, amount to $24,845,128 or 0.9% of the Fund’s net assets as of November 29, 2013.
|
6.
|
Variable rate security; the coupon rate represents the rate at November 29, 2013.
|
STATEMENT OF
ASSETS AND LIABILITIES November 29, 2013*
|
Assets
|
||||
Investments at value—see accompanying Statement of Investments:
|
||||
Unaffiliated companies (cost $2,007,627,004)
|
$ | 2,198,536,178 | ||
Affiliated companies (cost $676,602,096)
|
816,923,314 | |||
|
3,015,459,492 | |||
Deferred tax asset
|
23,463,309 | |||
Dividends receivable
|
567,262 | |||
Receivable for beneficial interest sold
|
15,842,630 | |||
Prepaid expenses
|
130,322 | |||
Total assets
|
3,055,463,015 | |||
|
||||
Liabilities
|
||||
Payable for beneficial interest redeemed
|
2,186,613 | |||
Payable for investments purchased
|
57,166,921 | |||
Deferred tax liability
|
134,592,202 | |||
Payable to Manager
|
1,669,245 | |||
Payable for distribution and service plan fees, Class A
|
288,504 | |||
Payable for distribution and service plan fees, Class C
|
686,987 | |||
Payable for income distribution
|
1,336,526 | |||
Transfer agent fees, Class A
|
269,774 | |||
Transfer agent fees, Class C
|
160,516 | |||
Transfer agent fees, Class I
|
3 | |||
Transfer agent fees, Class Y
|
99,915 | |||
Other liabilities
|
545,878 | |||
Total liabilities
|
199,003,084 | |||
|
||||
Net Assets
|
$ | 2,856,459,931 | ||
|
||||
Composition of Net Assets
|
||||
Par value of shares of beneficial interest
|
$ | 263,893 | ||
Paid-in capital
|
2,666,857,463 | |||
Undistributed net investment loss, net of deferred taxes
|
(21,959,424 | ) | ||
Accumulated undistributed net realized gain on investments, net of deferred taxes
|
1,368,243 | |||
Net unrealized appreciation on investments, net of deferred taxes
|
209,929,756 | |||
Net Assets
|
$ | 2,856,459,931 | ||
|
||||
Net Asset Value, Offering Price and Redemption Proceeds Per Share
($0.001 Par Value, Unlimited Shares Authorized)
|
||||
Class A Shares:
|
||||
Net asset value and redemption proceeds per share
|
$ | 10.86 | ||
Offering price per share (net asset value plus sales charge of 5.75% of offering price)
|
$ | 11.52 | ||
Class C Shares:
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 10.68 | ||
Class I Shares:**
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 10.97 | ||
Class Y Shares:***
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 10.97 |
STATEMENT OF
ASSETS AND LIABILITIES (Continued)
|
Net Assets:
|
||||
Class A shares
|
$ | 1,452,182,024 | ||
Class C shares
|
869,040,650 | |||
Class I shares**
|
112,715 | |||
Class Y shares***
|
535,124,542 | |||
Total Net Assets
|
$ | 2,856,459,931 | ||
Shares Outstanding:
|
||||
Class A shares
|
133,721,864 | |||
Class C shares
|
81,361,290 | |||
Class I shares**
|
10,273 | |||
Class Y shares***
|
48,799,466 | |||
Total Shares Outstanding
|
263,892,893 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
STATEMENT OF
OPERATIONS For the Year Ended November 29, 2013*
|
Investment Income
|
||||
Distributions from Master Limited Partnerships from:
|
||||
Unaffiliated Master Limited Partnerships
|
$ | 78,155,416 | ||
Affiliated Master Limited Partnerships
|
29,361,970 | |||
Less return of capital on distributions from:
|
||||
Unaffiliated Master Limited Partnerships
|
(78,155,416 | ) | ||
Affiliated Master Limited Partnerships
|
(29,361,970 | ) | ||
Dividend income
|
1,499,548 | |||
Total investment income
|
1,499,548 | |||
|
||||
Expenses
|
||||
Management fees
|
14,255,307 | |||
Distribution and service plan fees
|
||||
Class A
|
2,047,426 | |||
Class C
|
3,987,111 | |||
Transfer agent fees
|
||||
Class A
|
358,504 | |||
Class C
|
212,894 | |||
Class I
|
4 | |||
Class Y
|
132,778 | |||
Administration fees
|
639,654 | |||
Registration fees
|
587,991 | |||
Custody fees
|
109,552 | |||
Tax expense
|
95,988 | |||
Trustees' fees
|
55,551 | |||
CCO Fees
|
132 | |||
Other
|
1,160,199 | |||
Total expenses, before waivers and deferred taxes
|
23,643,091 | |||
Less expense waivers
|
(1,006,421 | ) | ||
Net expenses, before deferred taxes
|
22,636,670 | |||
|
||||
Net investment loss, before deferred taxes
|
(21,137,122 | ) | ||
Deferred tax benefit
|
7,642,538 | |||
Net investment loss, net of deferred taxes
|
(13,494,584 | ) | ||
|
||||
Net Realized and Unrealized Losses on Investments:
|
||||
Net Realized Losses
|
||||
Investments from
|
||||
Unaffiliated companies
|
(8,275,736 | ) | ||
Affiliated companies
|
(90,644 | ) | ||
Deferred tax benefit
|
3,157,758 | |||
Net realized losses, net of deferred taxes
|
(5,208,622 | ) | ||
Net Change in Unrealized Appreciation
|
||||
Investments
|
295,978,814 | |||
Deferred tax expense
|
(108,293,105 | ) | ||
Net change in unrealized appreciation, net of deferred taxes
|
187,685,709 | |||
|
||||
Net realized and unrealized gains on investments, net of deferred taxes
|
182,477,087 | |||
Change in net assets resulting from operations
|
$ | 168,982,503 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
For the Year/
Period Ended
November 29, 2013*
|
For the
Year Ended
November 30,
2012
|
||||||
Operations
|
||||||||
Net investment loss, net of deferred taxes
|
$ | (13,494,584 | ) | $ | (3,459,278 | ) | ||
Net realized gains/(losses) on investments, net of deferred taxes
|
(5,208,622 | ) | 6,832,966 | |||||
Net change in unrealized appreciation on investments, net of deferred taxes
|
187,685,709 | 11,180,916 | ||||||
Change in net assets resulting from operations
|
168,982,503 | 14,554,604 | ||||||
|
||||||||
Distributions to Shareholders
|
||||||||
Distributions to shareholders from return of capital:
|
||||||||
Class A shares
|
(62,917,173 | ) | (18,950,153 | ) | ||||
Class C shares
|
(32,091,774 | ) | (1,256,275 | ) | ||||
Class I shares**
|
(2,144 | ) | — | |||||
Class Y shares***
|
(21,656,010 | ) | (8,487,035 | ) | ||||
Distributions to shareholders from return of capital:
|
(116,667,101 | ) | (28,693,463 | ) | ||||
Distributions to shareholders from income:
|
||||||||
Class A shares
|
— | (2,089,209 | ) | |||||
Class C shares
|
— | (138,501 | ) | |||||
Class I shares**
|
— | — | ||||||
Class Y shares***
|
— | (935,675 | ) | |||||
Distributions to shareholders from income:
|
— | (3,163,385 | ) | |||||
Change in net assets resulting from distributions to shareholders
|
(116,667,101 | ) | (31,856,848 | ) | ||||
|
||||||||
Beneficial Interest Transactions
|
||||||||
Class A
|
1,080,780,582 | 173,125,468 | ||||||
Class C
|
828,751,322 | 35,296,069 | ||||||
Class I**
|
112,026 | — | ||||||
Class Y***
|
389,711,482 | 54,281,059 | ||||||
Change in net assets resulting from beneficial interest transactions
|
2,299,355,412 | 262,702,596 | ||||||
Change in net assets
|
2,351,670,814 | 245,400,352 | ||||||
|
||||||||
Net Assets
|
||||||||
Beginning of year
|
504,789,117 | 259,388,765 | ||||||
End of year
|
$ | 2,856,459,931 | $ | 504,789,117 | ||||
Undistributed net investment loss, net of deferred taxes
|
$ | (21,959,424 | ) | $ | (5,301,455 | ) |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
FINANCIAL HIGHLIGHTS
|
Class A
|
Year Ended November 29,
2013*
|
Year Ended November 30,
2012
|
Year Ended November 30,
2011
|
Period Ended November 30,
2010 1
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning period
|
$ | 9.83 | $ | 10.14 | $ | 10.83 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 2
|
(0.09 | ) | (0.09 | ) | (0.09 | ) | (0.04 | ) | ||||||||
Return of capital 2
|
0.49 | 0.48 | 0.47 | 0.31 | ||||||||||||
Net realized and unrealized gains/(losses)
|
1.41 | 0.08 | (0.24 | ) | 1.00 | |||||||||||
Total from investment operations
|
1.81 | 0.47 | 0.14 | 1.27 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.78 | ) | (0.70 | ) | (0.83 | ) | (0.44 | ) | ||||||||
Income
|
— | (0.08 | ) | — | — | |||||||||||
Total distributions to shareholders
|
(0.78 | ) | (0.78 | ) | (0.83 | ) | (0.44 | ) | ||||||||
Net asset value, end of period
|
$ | 10.86 | $ | 9.83 | $ | 10.14 | $ | 10.83 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 3
|
18.79 | % | 4.61 | % | 1.27 | % | 13.10 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 1,452,182 | $ | 333,544 | $ | 172,056 | $ | 58,464 | ||||||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
1.42 | % | 1.51 | % | 1.62 | % | 1.93 | % | ||||||||
Expense (waivers)
|
(0.07 | %) | (0.16 | %) | (0.27 | %) | (0.58 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
1.35 | %5 | 1.35 | % | 1.35 | % | 1.35 | % | ||||||||
Deferred tax expense 6
|
6.97 | % | 2.02 | % | (0.77 | %) | 17.05 | % | ||||||||
Total expense
|
8.32 | % | 3.37 | % | 0.58 | % | 18.40 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(1.32 | %) | (1.51 | %) | (1.61 | %) | (1.54 | %) | ||||||||
Expense (waivers)
|
(0.07 | %) | (0.16 | %) | (0.27 | %) | (0.58 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(1.25 | %) | (1.35 | %) | (1.34 | %) | (0.96 | %) | ||||||||
Deferred tax benefit 7
|
0.45 | % | 0.47 | % | 0.50 | % | 0.39 | % | ||||||||
Net investment loss
|
(0.80 | %) | (0.88 | %) | (0.84 | %) | (0.57 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
4 | % | 29 | % | 24 | % | 15 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes tax expense.
|
6.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
7.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class C
|
Year Ended November 29,
2013*
|
Year Ended November 30,
2012
|
Period Ended November 30,
2011 1
|
|||||||||
Per Share Operating Data
|
||||||||||||
Net asset value, beginning of period
|
$ | 9.75 | $ | 10.13 | $ | 10.66 | ||||||
Income/(loss) from investment operations:
|
||||||||||||
Net investment loss 2
|
(0.14 | ) | (0.13 | ) | (0.06 | ) | ||||||
Return of capital 2
|
0.50 | 0.51 | 0.26 | |||||||||
Net realized and unrealized gains/(losses)
|
1.35 | 0.02 | (0.34 | ) | ||||||||
Total from investment operations
|
1.71 | 0.40 | (0.14 | ) | ||||||||
Distributions to shareholders:
|
||||||||||||
Return of capital
|
(0.78 | ) | (0.70 | ) | (0.39 | ) | ||||||
Income
|
— | (0.08 | ) | — | ||||||||
Total distributions to shareholders
|
(0.78 | ) | (0.78 | ) | (0.39 | ) | ||||||
Net asset value, end of period
|
$ | 10.68 | $ | 9.75 | $ | 10.13 | ||||||
|
||||||||||||
Total Return, at Net Asset Value 3
|
17.88 | % | 3.89 | % | (1.31 | %) | ||||||
Ratios/Supplemental Data
|
||||||||||||
Net assets, end of period (in thousands)
|
$ | 869,041 | $ | 36,764 | $ | 2,826 | ||||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||||||
Before (waivers) and deferred tax expense
|
2.18 | % | 2.37 | % | 4.44 | % | ||||||
Expense (waivers)
|
(0.07 | %) | (0.27 | %) | (2.34 | %) | ||||||
Net of (waivers) and before deferred tax expense
|
2.11 | %5 | 2.10 | % | 2.10 | % | ||||||
Deferred tax expense 6
|
5.39 | % | 1.78 | % | (1.31 | %) | ||||||
Total expense
|
7.50 | % | 3.88 | % | 0.79 | % | ||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||||||
Before (waivers) and deferred tax expense
|
(2.08 | %) | (2.37 | %) | (4.44 | %) | ||||||
Expense (waivers)
|
(0.07 | %) | (0.27 | %) | (2.34 | %) | ||||||
Net of (waivers) and before deferred tax expense
|
(2.01 | %) | (2.10 | %) | (2.10 | %) | ||||||
Deferred tax benefit 7
|
0.73 | % | 0.75 | % | 0.79 | % | ||||||
Net investment loss
|
(1.28 | %) | (1.35 | %) | (1.31 | %) | ||||||
|
||||||||||||
Portfolio Turnover Rate
|
4 | % | 29 | % | 24 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Shares commenced operations at the close of business June 10, 2011.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes tax expense. Without tax expense, the net expense ratio would be 2.10%.
|
6.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
7.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class I
|
Period Ended November 29,
2013*, 1, 2
|
|||
Per Share Operating Data
|
||||
Net asset value, beginning of period
|
$ | 11.15 | ||
Income/(loss) from investment operations:
|
||||
Net investment loss 3
|
(0.03 | ) | ||
Return of capital 3
|
0.22 | |||
Net realized and unrealized gains
|
0.02 | |||
Total from investment operations
|
0.21 | |||
Distributions to shareholders:
|
||||
Return of capital
|
(0.39 | ) | ||
Income
|
— | |||
Total distributions to shareholders
|
(0.39 | ) | ||
Net asset value, end of period
|
$ | 10.97 | ||
|
||||
Total Return, at Net Asset Value 4
|
1.90 | % | ||
Ratios/Supplemental Data
|
||||
Net assets, end of period (in thousands)
|
$ | 113 | ||
Ratio of Expenses to Average Net Assets: 5
|
||||
Before deferred tax expense
|
1.16 | %6 | ||
Deferred tax expense 7
|
2.23 | % | ||
Total expense
|
3.39 | % | ||
Ratio of Investment Loss to Average Net Assets: 5
|
||||
Before deferred tax expense
|
(1.05 | %) | ||
Deferred tax benefit 8
|
0.37 | % | ||
Net investment loss
|
(0.68 | %) | ||
|
||||
Portfolio Turnover Rate
|
4 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
2.
|
Shares commenced operations at the close of business June 28, 2013.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.14%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class Y
|
Year Ended November 39,
2013*, 1
|
Year Ended November 30,
2012 1
|
Year Ended November 30,
2011 1
|
Period Ended November 30,
2010 1,2
|
||||||||||||
Per Share Operating Data
|
||||||||||||||||
Net asset value, beginning of period
|
$ | 9.89 | $ | 10.17 | $ | 10.84 | $ | 10.00 | ||||||||
Income/(loss) from investment operations:
|
||||||||||||||||
Net investment loss 3
|
(0.07 | ) | (0.07 | ) | (0.08 | ) | (0.03 | ) | ||||||||
Return of capital 3
|
0.49 | 0.49 | 0.47 | 0.29 | ||||||||||||
Net realized and unrealized gains/(losses)
|
1.44 | 0.08 | (0.23 | ) | 1.02 | |||||||||||
Total from investment operations
|
1.86 | 0.50 | 0.16 | 1.28 | ||||||||||||
Distributions to shareholders:
|
||||||||||||||||
Return of capital
|
(0.78 | ) | (0.70 | ) | (0.83 | ) | (0.44 | ) | ||||||||
Income
|
— | (0.08 | ) | — | — | |||||||||||
Total distributions to shareholders
|
(0.78 | ) | (0.78 | ) | (0.83 | ) | (0.44 | ) | ||||||||
Net asset value, end of period
|
$ | 10.97 | $ | 9.89 | $ | 10.17 | $ | 10.84 | ||||||||
|
||||||||||||||||
Total Return, at Net Asset Value 4
|
19.19 | % | 4.89 | % | 1.46 | % | 13.20 | % | ||||||||
Ratios/Supplemental Data
|
||||||||||||||||
Net assets, end of period (in thousands)
|
$ | 535,124 | $ | 134,481 | $ | 84,506 | $ | 68,368 | ||||||||
Ratio of Expenses to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
1.18 | % | 1.27 | % | 1.37 | % | 1.62 | % | ||||||||
Expense (waivers)
|
(0.07 | %) | (0.17 | %) | (0.27 | %) | (0.52 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
1.11 | %6 | 1.10 | % | 1.10 | % | 1.10 | % | ||||||||
Deferred tax expense 7
|
6.68 | % | 2.10 | % | (0.65 | %) | 17.22 | % | ||||||||
Total expense
|
7.79 | % | 3.20 | % | 0.45 | % | 18.32 | % | ||||||||
Ratio of Investment Loss to Average Net Assets: 5
|
||||||||||||||||
Before (waivers) and deferred tax expense
|
(1.08 | %) | (1.27 | %) | (1.37 | %) | (1.24 | %) | ||||||||
Expense (waivers)
|
(0.07 | %) | (0.17 | %) | (0.27 | %) | (0.52 | %) | ||||||||
Net of (waivers) and before deferred tax expense
|
(1.01 | %) | (1.10 | %) | (1.10 | %) | (0.72 | %) | ||||||||
Deferred tax benefit 8
|
0.37 | % | 0.38 | % | 0.41 | % | 0.29 | % | ||||||||
Net investment loss
|
(0.64 | %) | (0.72 | %) | (0.69 | %) | (0.43 | %) | ||||||||
|
||||||||||||||||
Portfolio Turnover Rate
|
4 | % | 29 | % | 24 | % | 15 | % |
*
|
November 29, 2013 represents the last business day in the Fund’s fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
2.
|
The net asset value for the beginning of the period close of business March 31, 2010 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes tax expense. Without tax expense, the net expense ratio would be 1.10%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
NOTES TO FINANCIAL STATEMENTS
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Current tax expense (benefit)
|
||||
Federal
|
$ | — | ||
State
|
— | |||
Total current tax expense
|
$ | — | ||
Deferred tax expense (benefit)
|
||||
Federal
|
$ | 93,266,359 | ||
State
|
4,226,450 | |||
Total deferred tax expense
|
$ | 97,492,809 |
|
Amount
|
|||
Application of statutory income tax rate
|
$ | 93,266,359 | ||
State income taxes net of federal benefit
|
4,263,605 | |||
Change in Estimated State Tax Rate, Net of Federal Tax Benefit/(Expense)
|
(37,155 | ) | ||
Total income tax expense (benefit)
|
$ | 97,492,809 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Deferred tax assets:
|
||||
Net operating loss carryforward (tax basis)
|
$ | 22,921,514 | ||
Capital loss carryforward (tax basis)
|
541,795 | |||
23,463,309 | ||||
Deferred tax liabilities:
|
||||
Net unrealized gains on investment securities (tax basis)
|
(134,592,202 | ) | ||
Total net deferred tax asset/(liability)
|
$ | (111,128,893 | ) |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Expiration Date
|
||||
11/30/2030
|
$ | 3,877 | ||
11/30/2031
|
4,997,354 | |||
11/30/2032
|
7,401,746 | |||
11/30/2033
|
50,224,110 | |||
Total
|
$ | 62,627,087 |
Expiration Date
|
||||
11/30/2018
|
$ | 1,480,315 | ||
Total
|
$ | 1,480,315 |
Cost of Investments
|
$ | 2,644,704,974 | ||
Gross Unrealized Appreciation
|
$ | 403,598,167 | ||
Gross Unrealized Depreciation
|
(32,843,649 | ) | ||
Net Unrealized Appreciation (Depreciation) on Investments
|
$ | 370,754,518 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
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.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
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 Adviser’s own judgments about assumptions that market participants would use in pricing the asset or liability).
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
Level 1 — Unadjusted Quoted Prices
|
Level 2 —
Other Significant
Observable Inputs
|
Level 3 —
Significant Unobservable Inputs
|
Value
|
||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Master Limited Partnership Shares*
|
$ | 2,815,083,344 | $ | — | $ | — | $ | 2,815,083,344 | ||||||||
Common Stock*
|
26,951,035 | — | — | 26,951,035 | ||||||||||||
Preferred Stock*
|
19,378,384 | 13,432,061 | — | 32,810,445 | ||||||||||||
Private Investment in Public Equity*
|
— | 24,845,128 | — | 24,845,128 | ||||||||||||
Short Term Investments
|
115,769,540 | — | — | 115,769,540 | ||||||||||||
Total Assets
|
$ | 2,977,182,303 | $ | 38,277,189 | $ | — | $ | 3,015,459,492 |
*
|
For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year/Period Ended
November 29, 2013
|
Year Ended
November 30, 2012
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class A
|
||||||||||||||||
Sold
|
117,510,304 | $ | 1,270,519,892 | 26,838,018 | $ | 273,658,796 | ||||||||||
Dividends and/or distributions reinvested
|
4,344,726 | 46,776,056 | 1,518,859 | 15,375,061 | ||||||||||||
Redeemed
|
(22,070,867 | ) | (236,515,366 | ) | (11,394,240 | ) | (115,908,389 | ) | ||||||||
Net increase
|
99,784,163 | $ | 1,080,780,582 | 16,962,637 | $ | 173,125,468 | ||||||||||
|
||||||||||||||||
Class C
|
||||||||||||||||
Sold
|
77,467,656 | $ | 827,488,848 | 3,488,506 | $ | 35,251,238 | ||||||||||
Dividends and/or distributions reinvested
|
2,087,393 | 22,272,213 | 88,955 | 888,711 | ||||||||||||
Redeemed
|
(1,965,065 | ) | (21,009,739 | ) | (85,093 | ) | (843,880 | ) | ||||||||
Net increase
|
77,589,984 | $ | 828,751,322 | 3,492,368 | $ | 35,296,069 | ||||||||||
|
||||||||||||||||
Class I*
|
||||||||||||||||
Sold
|
10,088 | $ | 110,000 | — | $ | — | ||||||||||
Dividends and/or distributions reinvested
|
185 | 2,026 | — | — | ||||||||||||
Redeemed
|
— | — | — | — | ||||||||||||
Net increase
|
10,273 | $ | 112,026 | — | $ | — | ||||||||||
|
||||||||||||||||
Class Y**
|
||||||||||||||||
Sold
|
43,952,454 | $ | 479,650,333 | 10,275,296 | $ | 105,610,038 | ||||||||||
Dividends and/or distributions reinvested
|
1,590,680 | 17,305,065 | 821,796 | 8,372,978 | ||||||||||||
Redeemed
|
(10,336,556 | ) | (107,243,916 | ) | (5,810,968 | ) | (59,701,957 | ) | ||||||||
Net increase
|
35,206,578 | $ | 389,711,482 | 5,286,124 | $ | 54,281,059 |
*
|
Class I shares commenced operations at the close of business June 28, 2013.
|
**
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
Purchases
|
Sales
|
||||||
Investment securities
|
$ | 2,283,730,420 | $ | 64,543,178 |
Net Assets up to $3 Billion
|
Net Assets Greater than
$3 Billion and up to $5 Billion
|
Net Assets in Excess of $5 Billion
|
0.95%
|
0.93%
|
0.90%
|
Eligible expense recoupment expiring:
|
|
|||
November 30, 2014
|
$ | 574,482 | ||
November 30, 2015
|
683,544 | |||
November 30, 2016
|
1,006,421 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year Ended
|
Class A
Front-End
Sales Charges Retained by Distributor
|
Class C Contingent Deferred Sales Charges Retained by Distributor
|
||||||
November 29, 2013
|
$ | 1,818,813 | $ | 79,986 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS
OF INVESTMENTS Unaudited
|
TRUSTEES AND OFFICERS Unaudited
|
Name, Position(s) Held with the Trusts, Length of Service, Age
|
Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
|
INDEPENDENT
TRUSTEES
|
The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
|
Sam Freedman,
Chairman of the
Board of Trustees
and Trustee
(since 2012)
Year of Birth: 1940
|
Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with OppenheimerFunds, Inc. and with subsidiary or affiliated companies of OppenheimerFunds, Inc. (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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.
|
Edward L. Cameron,
Trustee
(since 2012)
Year of Birth: 1938
|
Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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,
Trustee
(since 2012)
Year of Birth: 1942
|
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 OppenheimerFunds, Inc.; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of OppenheimerFunds, Inc.), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Richard F. Grabish,
Trustee
(since 2012)
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 38 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,
Trustee
(since 2012)
Year of Birth: 1946
|
Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); 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); 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); Adviser 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 Adviser to Unilever (Holland) pension fund (2000-2003). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Victoria J. Herget,
Trustee
(since 2012)
Year of Birth:1951
|
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 (and its predecessor firms); Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); 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 (since 2000) and Chair (since 2010), Newberry Library; Trustee, Mather LifeWays (since 2001); Trustee, BoardSource (2006-2009) and Chicago City Day School (1994-2005). Oversees 38 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. |
Robert J. Malone,
Trustee
(since 2012)
Year of Birth: 1944
|
Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); 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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
F. William Marshall, Jr.,
Trustee
(since 2012)
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) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); 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 42 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,
Trustee
(since 2012)
Year of Birth: 1953
|
Partner (1990-2012) of PricewaterhouseCoopers LLP (held various positions 1975-1990); Emeritus Trustee (since 2006), Trustee (1992- 2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum since inception. Oversees 38 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,
Trustee (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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
INTERESTED TRUSTEE
AND OFFICER
|
Mr. Glavin is an “Interested Director” because he is affiliated with OFI Global Asset Management, Inc. and OppenheimerFunds, Inc. by virtue of his positions as an officer and director of OFI Global Asset Management, Inc. and a director of OppenheimerFunds, Inc., and as a shareholder of the OppenheimerFunds, Inc.’s parent company. Both as a Director and as an officer, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
|
William F. Glavin, Jr.,
Trustee, President
and Principal
Executive Officer
(since 2012)
Year of Birth: 1958
|
Director, Chairman and Chief Executive Officer of OFI Global Asset Management, Inc. (since January 2013); President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chairman of OppenheimerFunds, Inc. (December 2009-December 2012); Chief Executive Officer (January 2009-December 2012) and Director of OppenheimerFunds, Inc. (since January 2009); President of OppenheimerFunds, Inc. (May 2009-December 2012); Management Director (since June 2009), President (since December 2009) and Chief Executive Officer (since January 2011) of Oppenheimer Acquisition Corp. (“OAC”) (OppenheimerFunds, Inc.’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (since March 2010); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
OTHER OFFICERS OF
THE TRUSTS
|
The addresses of the Officers in the chart below are as follows: for Mr. Gabinet and Ms. Nasta, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Hammond, Cartner and Watson, 2100 McKinney Avenue, Dallas, TX 75201, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
|
Gabriel Hammond,
Vice President
(since 2012)
Year of Birth: 1979
|
Senior Vice President of the Manager (since December 2012); Founder, Member and Portfolio Manager, SteelPath Fund Advisers LLC (2004−2012); Founder, Member and Portfolio Manager, SteelPath Capital Management LLC (2004-2012); Goldman, Sachs & Co., Energy Research Division, (2001–2004). An officer of other portfolios in the OppenheimerFunds complex.
|
Stuart Cartner,
Vice President
(since 2012)
Year of Birth: 1960
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager (2009−2012), SteelPath Fund Advisers LLC; Member and Portfolio Manager (2007−2012) SteelPath Capital Managerment LLC; Goldman Sachs, Vice President (1988−2007). An officer of other portfolios in the OppenheimerFunds complex.
|
Brian Watson,
Vice President
(since 2012)
Year of Birth: 1973
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager, SteelPath Fund Advisers LLC (2009–2012); Portfolio Manager, Swank Capital LLC, a Dallas, Texas-based investment firm, (2005–2009). An officer of other portfolios in the OppenheimerFunds complex.
|
Arthur S. Gabinet,
Secretary and
Chief Legal Officer
(since 2012)
Year of Birth: 1958
|
Executive Vice President, Secretary and General Counsel of OFI Global Asset Management (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of OppenheimerFunds, Inc.; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Global Institutional, Inc. (since January 2011); General Counsel, Asset Management of OppenheimerFunds, Inc. (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Christina M. Nasta,
Vice President and
Chief Business Officer
(since 2012)
Year of Birth: 1973
|
Senior Vice President of OppenheimerFunds Distributor, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (July 2010-December 2012); Vice President of OppenheimerFunds, Inc. (January 2003-July 2010); Vice President of OppenheimerFunds Distributor, Inc. (January 2003-July 2010). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Mark S. Vandehey,
Vice President and
Chief Compliance Officer
(since 2012)
Year of Birth: 1950
|
Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since January 2013); Chief Compliance Officer of OFI SteelPath, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (March 2004-December 2012); Chief Compliance Officer of OppenheimerFunds, Inc., OppenheimerFunds Distributor, 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 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (June 1983-December 2012). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Brian W. Wixted,
Treasurer and
Principal Financial &
Accounting Officer
(since 2012)
Year of Birth: 1959
|
Senior Vice President of OFI Global Asset Management, Inc. (since January 2013); Treasurer of OppenheimerFunds, Inc., HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000- June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Global Institutional, Inc. (November 2000- June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by OppenheimerFunds, Inc.) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Global Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 90 portfolios in the OppenheimerFunds complex. |
OPPENHEIMER STEELPATH MLP INCOME FUND
|
Manager
|
|
OFI SteelPath, 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
|
|
Cohen Fund Audit Services, Ltd.
|
|
||
Counsel
|
|
K&L Gates LLP
|
PRIVACY POLICY NOTICE
|
•
|
Applications or other forms
|
•
|
When you create a user ID and password for online account access
|
•
|
When you enroll in eDocs Direct, our electronic document delivery service
|
•
|
Your transactions with us, our affiliates or others
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•
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A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited
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•
|
When you set up challenge questions to reset your password online
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PRIVACY POLICY NOTICE (Continued)
|
•
|
All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.
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•
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Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.
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You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.
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PRIVACY POLICY NOTICE (Continued)
|
Table of Contents
|
|
Fund Performance Discussion
|
3
|
Top Holdings and Allocations
|
7
|
Share Class Performance
|
8
|
Fund Expenses
|
10
|
Statement of Investments
|
12
|
Statement of Assets and Liabilities
|
15
|
Statement of Operations
|
17
|
Statements of Changes in Net Assets
|
18
|
Statement of Cash Flows
|
19
|
Financial Highlights
|
20
|
Notes to Financial Statements
|
24
|
Report of Independent Registered Public Accounting Firm
|
39
|
Board Approval of the Fund’s Investment Advisory Agreement
|
40
|
Portfolio Proxy Voting Policies and Procedures; Updates to Statements of Investments
|
43
|
Trustees and Officers
|
44
|
Privacy Policy Notice
|
52
|
Class A Shares of the Fund
|
|||||
|
Without
Sales
Charge
|
With
Sales
Charge
|
S&P 500
Index
|
Alerian MLP Index
|
Lipper Equity Income Funds Index
|
1-Year
|
25.59%
|
18.32%
|
30.30%
|
21.61%
|
27.17%
|
Since Inception (2/6/12)
|
16.18
|
12.45
|
20.30
|
14.92
|
18.21
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements. Index returns are calculated through November 30, 2013.
|
*
|
Class A shares incepted on 2/6/12. Effective June 28, 2013 Class I shares, which incepted on 12/30/11, were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
Energy Transfer Equity LP
|
8.90%
|
Enterprise Products Partners LP
|
8.32%
|
Plains All American Pipeline LP
|
7.44%
|
Sunoco Logistics Partners LP
|
6.96%
|
Magellan Midstream Partners LP
|
6.18%
|
TC Pipelines LP
|
5.16%
|
MarkWest Energy Partners LP
|
5.05%
|
Genesis Energy LP
|
4.92%
|
Williams Partners LP
|
4.84%
|
Buckeye Partners LP
|
4.74%
|
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements.
|
Inception Date
|
1-Year
|
Since Inception
|
|
Class A (MLPLX)
|
2/6/12
|
25.59%
|
16.18%
|
Class C (MLPMX)
|
5/22/12
|
24.50%
|
21.70%
|
Class I (OSPPX)*
|
6/28/13
|
N/A
|
3.71%
|
Class Y (MLPNX)**
|
12/30/11
|
25.92%
|
16.41%
|
Inception Date
|
1-Year
|
Since Inception
|
|
Class A (MLPLX)
|
2/6/12
|
18.32%
|
12.45%
|
Class C (MLPMX)
|
5/22/12
|
23.50%
|
21.70%
|
Class I (OSPPX)*
|
6/28/13
|
N/A
|
3.71%
|
Class Y (MLPNX)**
|
12/30/11
|
25.92%
|
16.41%
|
*
|
Class I shares commenced operations at the close of business June 28, 2013. Performance shown is since inception.
|
**
|
Effective June 28, 2013 Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
Actual
|
Beginning
Account
Value
June 1, 2013
|
Ending
Account
Value
November 29,
2013
|
Expenses
Paid During
6 Months Ended
November 29,
2013 1,2
|
Class A
|
$1,000.00
|
$1,087.60
|
$10.46
|
Class C
|
1,000.00
|
1,082.70
|
14.35
|
Class I
|
1,000.00
|
1,037.10
|
8.94
|
Class Y*
|
1,000.00
|
1,089.10
|
9.17
|
Hypothetical
(5% return before expenses)
|
|
|
|
Class A
|
1,000.00
|
1,014.98
|
10.10
|
Class C
|
1,000.00
|
1,011.22
|
13.85
|
Class I
|
1,000.00
|
1,016.23
|
8.85
|
Class Y*
|
1,000.00
|
1,014.98
|
8.84
|
Class
|
Expense Ratios
|
Class A
|
2.00%
|
Class C
|
2.75
|
Class I
|
1.75
|
Class Y*
|
1.75
|
*
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
1.
|
Actual expenses paid for Classes A, C, and Y are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period). Actual expenses paid for Class I are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 153/365 to reflect the period from June 28, 2013 (inception of offering) to November 29, 2013.
|
2.
|
Hypothetical expenses paid for all classes are equal to the Fund’s annualized expense ratio for that class, multiplied by the average account value over the period, multiplied by 182/365 (to reflect the one-half year period).
|
STATEMENT OF INVESTMENTS November 29, 2013*
|
Description
|
Shares
|
Value
|
||||||
Master Limited Partnership Shares — 132.1%
|
||||||||
Coal — 0.3%
|
||||||||
PVR Partners LP
|
16,558 | $ | 408,983 | |||||
Diversified — 22.1%
|
||||||||
Enterprise Products Partners LP 1
|
304,994 | 19,205,472 | ||||||
ONEOK Partners LP 1
|
154,474 | 8,273,627 | ||||||
Williams Partners LP 1
|
217,545 | 11,179,638 | ||||||
Total Diversified
|
38,658,737 | |||||||
Gathering/Processing — 27.3%
|
||||||||
Access Midstream Partners LP 1
|
135,208 | 7,594,633 | ||||||
DCP Midstream Partners LP 1
|
146,268 | 7,047,192 | ||||||
MarkWest Energy Partners LP 1
|
168,733 | 11,654,388 | ||||||
Regency Energy Partners LP 1
|
396,154 | 9,658,235 | ||||||
Targa Resources Partners LP 1
|
132,044 | 6,740,846 | ||||||
Western Gas Partners LP 1
|
78,861 | 5,021,869 | ||||||
Total Gathering/Processing
|
47,717,163 | |||||||
Natural Gas Pipelines — 31.6%
|
||||||||
El Paso Pipeline Partners LP 1
|
232,702 | 9,675,749 | ||||||
Energy Transfer Equity LP 1
|
274,818 | 20,548,142 | ||||||
EQT Midstream Partners LP 1
|
110,203 | 6,060,063 | ||||||
Spectra Energy Partners LP 1
|
156,535 | 7,037,813 | ||||||
TC Pipelines LP 1
|
242,821 | 11,898,229 | ||||||
Total Natural Gas Pipelines
|
55,219,996 |
Description
|
Shares
|
Value
|
||||||
Petroleum Transportation — 50.8%
|
||||||||
Buckeye Partners LP 1
|
160,660 | $ | 10,939,339 | |||||
Genesis Energy LP 1
|
218,984 | 11,360,890 | ||||||
Holly Energy Partners LP 1
|
266,756 | 8,389,476 | ||||||
Magellan Midstream Partners LP 1
|
229,600 | 14,267,344 | ||||||
Plains All American Pipeline LP 1
|
332,990 | 17,172,294 | ||||||
Sunoco Logistics Partners LP 1
|
226,797 | 16,052,692 | ||||||
Tesoro Logistics LP 1
|
99,482 | 5,098,453 | ||||||
TransMontaigne Partners LP 1
|
130,083 | 5,479,096 | ||||||
Total Petroleum Transportation
|
88,759,584 | |||||||
Total Master Limited Partnership Shares
|
||||||||
(identified cost $210,684,717)
|
230,764,463 | |||||||
Common Stock — 3.4%
|
||||||||
Diversified — 3.4%
|
||||||||
ONEOK, Inc.
|
103,640 | 6,018,375 | ||||||
Total Common Stock
|
||||||||
(identified cost $5,439,143)
|
6,018,375 | |||||||
Private Investment in Public Equity — 2.7%
|
||||||||
Petroleum Transportation — 2.7%
|
||||||||
NGL Energy Partners LP PIPE Units 2,3
|
152,000 | 4,626,880 | ||||||
Total Private Investment in Public Equity
|
||||||||
(identified cost $4,497,680)
|
4,626,880 |
STATEMENT OF INVESTMENTS (Continued)
|
Description
|
Shares
|
Value
|
||||||
Short-Term Investments — 0.3%
|
||||||||
Money Market — 0.3%
|
||||||||
Fidelity Treasury Portfolio, 0.010% 4
|
474,127 | $ | 474,127 | |||||
Total Short-Term Investments
|
||||||||
(identified cost $474,127)
|
474,127 | |||||||
Total Investments — 138.5%
|
||||||||
(identified cost $221,095,667)
|
241,883,845 | |||||||
Liabilities In Excess of Other Assets — (38.5)%
|
(67,216,459 | ) | ||||||
Net Assets — 100.0%
|
$ | 174,667,386 |
STATEMENT OF INVESTMENTS (Continued)
|
*
|
November 29, 2013 represents the last day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
LP — Limited Partnership
|
1.
|
As of November 29, 2013, all or a portion of the security has been pledged as collateral to cover borrowing. The market value of the securities in the pledged account totaled $127,685,506 as of November 29, 2013. The loan agreement requires continuous collateral whether the loan has a balance or not. See Note 6 of the Notes to Financial Statements for additional information.
|
2.
|
Non-income producing security.
|
3.
|
Represents securities sold under Rule 144A, which are exempt from registration under the Securities Act of 1933, as amended. These securities have been determined to be liquid under guidelines established by the Board of Trustees. These securities, acquired on November 29, 2013 for $4,497,680, amount to $4,626,880 or 2.7% of the Fund’s net assets as of November 29, 2013.
|
4.
|
Variable rate security; the coupon rate represents the rate at November 29, 2013.
|
STATEMENT OF
ASSETS AND LIABILITIES November 29, 2013*
|
Assets
|
||||
Investments at value - see accompanying Statement of Investments:
|
||||
Investment securities:
|
||||
At cost
|
$ | 221,095,667 | ||
At value
|
$ | 241,883,845 | ||
Cash used for borrowing
|
1,543,887 | |||
Deferred tax asset
|
820,524 | |||
Dividends receivable
|
22 | |||
Receivable for beneficial interest sold
|
1,018,262 | |||
Prepaid expenses
|
44,958 | |||
Total assets
|
245,311,498 | |||
|
||||
Liabilities
|
||||
Interest expense payable
|
52,842 | |||
Payable for beneficial interest redeemed
|
109,377 | |||
Payable for investments purchased
|
4,907,518 | |||
Deferred tax liability
|
7,727,240 | |||
Payable to Manager
|
181,594 | |||
Payable for distribution and service plan fees, Class A
|
21,638 | |||
Payable for distribution and service plan fees, Class C
|
12,650 | |||
Payable on borrowing (See Note 6)
|
57,500,000 | |||
Transfer agent fees, Class A
|
20,228 | |||
Transfer agent fees, Class C
|
2,947 | |||
Transfer agent fees, Class I
|
2 | |||
Transfer agent fees, Class Y
|
9,202 | |||
Trustees' fees
|
771 | |||
Other liabilities
|
98,103 | |||
Total liabilities
|
70,644,112 | |||
|
||||
Net Assets
|
$ | 174,667,386 | ||
|
||||
Composition of Net Assets
|
||||
Par value of shares of beneficial interest
|
$ | 14,835 | ||
Paid-in capital
|
162,841,880 | |||
Undistributed net investment loss, net of deferred taxes
|
(1,248,326 | ) | ||
Accumulated undistributed net realized losses on investments, net of deferred taxes
|
(58,344 | ) | ||
Net unrealized appreciation on investments, net of deferred taxes
|
13,117,341 | |||
Net Assets
|
$ | 174,667,386 |
STATEMENT OF
ASSETS AND LIABILITIES (Continued)
|
Net Asset Value, Offering Price and Redemption Proceeds Per Share
($0.001 Par Value, Unlimited Shares Authorized)
|
||||
Class A Shares:
|
||||
Net asset value and redemption proceeds per share
|
$ | 11.77 | ||
Offering price per share (net asset value plus sales charge of 5.75% of offering price)
|
$ | 12.49 | ||
Class C Shares:
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 11.64 | ||
Class I Shares:**
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 11.81 | ||
Class Y Shares:***
|
||||
Net asset value, offering price and redemption proceeds per share
|
$ | 11.84 |
Net Assets:
|
||||
Class A shares
|
$ | 108,563,423 | ||
Class C shares
|
16,317,454 | |||
Class I shares**
|
10,226 | |||
Class Y shares***
|
49,776,283 | |||
Total Net Assets
|
$ | 174,667,386 | ||
Shares Outstanding:
|
||||
Class A shares
|
9,227,016 | |||
Class C shares
|
1,401,542 | |||
Class I shares**
|
866 | |||
Class Y shares***
|
4,205,467 | |||
Total Shares Outstanding
|
14,834,891 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Class I shares commenced operations at the close of business June 28, 2013.
|
***
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
STATEMENT OF
OPERATIONS For the Year Ended November 29, 2013*
|
Investment Income
|
||||
Distributions from Master Limited Partnerships
|
$ | 6,091,829 | ||
Less return of capital on distributions
|
(6,091,829 | ) | ||
Dividend income
|
38,675 | |||
Total investment income
|
38,675 | |||
|
||||
Expenses
|
||||
Management fees
|
1,022,604 | |||
Distribution and service plan fees
|
||||
Class A
|
126,427 | |||
Class C
|
65,647 | |||
Transfer agent fees
|
||||
Class A
|
26,836 | |||
Class C
|
3,867 | |||
Class I
|
2 | |||
Class Y
|
12,255 | |||
Registration fees
|
104,512 | |||
Transfer agent fees**
|
102,616 | |||
Legal, auditing, and other professional fees
|
96,332 | |||
Administration fees
|
51,879 | |||
Custody fees
|
24,199 | |||
Trustees' fees
|
12,792 | |||
Tax expense
|
1,912 | |||
CCO Fees
|
132 | |||
Other
|
15,822 | |||
Total expenses, before waivers and deferred taxes
|
1,667,834 | |||
Less expense waivers
|
(42,202 | ) | ||
Net expenses, before interest expense from payable on borrowing and deferred taxes
|
1,625,632 | |||
Interest expense from payable on borrowing
|
324,289 | |||
Net expenses, before deferred taxes
|
1,949,921 | |||
|
||||
Net investment loss, before deferred taxes
|
(1,911,246 | ) | ||
Deferred tax benefit
|
705,126 | |||
Net investment loss, net of deferred taxes
|
(1,206,120 | ) | ||
|
||||
Net Realized and Unrealized Losses on Investments:
|
||||
Net Realized Losses
|
||||
Investments
|
(19,888 | ) | ||
Deferred tax benefit
|
7,044 | |||
Net realized losses, net of deferred taxes
|
(12,844 | ) | ||
Net Change in Unrealized Appreciation
|
||||
Investments
|
20,515,180 | |||
Deferred tax expense
|
(7,569,282 | ) | ||
Net change in unrealized appreciation, net of deferred taxes
|
12,945,898 | |||
|
||||
Net realized and unrealized gains on investments, net of deferred taxes
|
12,933,054 | |||
Change in net assets resulting from operations
|
$ | 11,726,934 |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
Fees paid under previous transfer agent. See Note 5 of the accompanying notes.
|
STATEMENTS OF CHANGES IN NET ASSETS
|
|
For the Year/
Period Ended
November 29,
2013*
|
For the
Period Ended
November 30,
2012**
|
||||||
Operations
|
||||||||
Net investment loss, net of deferred taxes
|
$ | (1,206,120 | ) | $ | (42,206 | ) | ||
Net realized losses on investments, net of deferred taxes
|
(12,844 | ) | (45,500 | ) | ||||
Net change in unrealized appreciation on investments, net of deferred taxes
|
12,945,898 | 171,443 | ||||||
Change in net assets resulting from operations
|
11,726,934 | 83,737 | ||||||
|
||||||||
Distributions to Shareholders
|
||||||||
Distributions to shareholders from return of capital:
|
||||||||
Class A shares
|
(3,263,118 | ) | (118,634 | ) | ||||
Class C shares
|
(437,003 | ) | (15,486 | ) | ||||
Class I shares***
|
(3,091 | ) | — | |||||
Class Y shares****
|
(1,546,992 | ) | (59,951 | ) | ||||
Change in net assets resulting from distributions to shareholders
|
(5,250,204 | ) | (194,071 | ) | ||||
|
||||||||
Beneficial Interest Transactions
|
||||||||
Class A
|
97,764,613 | 6,958,027 | ||||||
Class C
|
15,275,558 | 589,566 | ||||||
Class I***
|
13,648 | — | ||||||
Class Y****
|
46,014,214 | 1,685,364 | ||||||
Change in net assets resulting from beneficial interest transactions
|
159,068,033 | 9,232,957 | ||||||
Change in net assets
|
165,544,763 | 9,122,623 | ||||||
|
||||||||
Net Assets
|
||||||||
Beginning of year
|
9,122,623 | — | ||||||
End of year
|
$ | 174,667,386 | $ | 9,122,623 | ||||
Undistributed net investment loss, net of deferred taxes
|
$ | (1,248,326 | ) | $ | (42,206 | ) |
*
|
November 29, 2013 represents the last business day of the Fund’s annual period. See Note 1 of the accompanying notes.
|
**
|
The Fund commenced operations on the close of business December 30, 2011.
|
***
|
Class I shares commenced operations at the close of business June 28, 2013.
|
****
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
STATEMENT OF CASH FLOWS For the year ended November 29, 2013*
|
Cash flows from operating activities
|
||||
Net increase in net assets resulting from operations
|
$ | 11,726,934 | ||
Non cash items included in operations:
|
||||
Deferred income taxes
|
6,857,114 | |||
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
|
||||
Purchases of long-term portfolio investments
|
(231,112,503 | ) | ||
Sales of long-term portfolio investments
|
16,489,083 | |||
Purchases of short-term portfolio investments, net
|
(474,127 | ) | ||
Return of beneficial interest on distributions from Master Limited Partnerships
|
6,091,829 | |||
Decrease in receivable for investments sold
|
185,071 | |||
Increase in receivable for beneficial interest
|
(1,018,262 | ) | ||
Increase in prepaid expenses
|
(21,705 | ) | ||
Increase in dividends receivable
|
(22 | ) | ||
Increase in payable for beneficial interest
|
104,613 | |||
Increase in payable to Manager
|
165,686 | |||
Increase in payable for investments purchased
|
4,549,301 | |||
Increase in transfer agent fees, Class A
|
20,228 | |||
Increase in transfer agent fees, Class C
|
2,947 | |||
Increase in transfer agent fees, Class I
|
2 | |||
Increase in transfer agent fees, Class Y
|
9,202 | |||
Increase in Trustees’ fees
|
771 | |||
Increase in payable for distribution and service plan fees, Class A
|
20,194 | |||
Increase in payable for distribution and service plan fees, Class C
|
12,613 | |||
Increase in interest expense payable
|
52,314 | |||
Increase in other liabilities
|
27,273 | |||
Net realized loss on investments
|
19,888 | |||
Net change in accumulated unrealized appreciation on investments
|
(20,515,180 | ) | ||
Net cash used in operating activities
|
(206,806,736 | ) | ||
|
||||
Cash flows from financing activities
|
||||
Proceeds from beneficial interest sold
|
175,580,209 | |||
Payment of beneficial interest redeemed
|
(21,227,105 | ) | ||
Distributions paid to shareholders, net of reinvestments
|
(535,276 | ) | ||
Net increase in payable on borrowing
|
54,338,796 | |||
Net cash provided by financing activities
|
208,156,624 | |||
|
||||
Net change in cash
|
1,349,888 | |||
Cash at beginning of period
|
193,999 | |||
Cash at end of period
|
$ | 1,543,887 |
*
|
November 29, 2013, was the last business day of the Fund’s fiscal year. See Note 1 of the accompanying Notes to Financial Statements.
|
Supplemental disclosure of cash flow information:
|
Cash paid on interest of $271,975.
|
Non-cash financing activities not included consist of reinvestment of dividends and distributions of $4,714,928.
|
FINANCIAL HIGHLIGHTS
|
Class A
|
Year Ended November 29,
2013*
|
Period Ended November 30,
2012 1
|
||||||
Per Share Operating Data
|
||||||||
Net asset value, beginning of period
|
$ | 9.93 | $ | 10.14 | ||||
Income/(loss) from investment operations:
|
||||||||
Net investment loss 2
|
(0.17 | ) | (0.14 | ) | ||||
Return of capital 2
|
0.54 | 0.46 | ||||||
Net realized and unrealized gains
|
2.13 | 0.12 | ||||||
Total from investment operations
|
2.50 | 0.44 | ||||||
Distributions to shareholders:
|
||||||||
Return of capital
|
(0.66 | ) | (0.65 | ) | ||||
Net asset value, end of period
|
$ | 11.77 | $ | 9.93 | ||||
|
||||||||
Total Return, at Net Asset Value 3
|
25.59 | % | 4.56 | % | ||||
Ratios/Supplemental Data
|
||||||||
Net assets, end of period (in thousands)
|
$ | 108,563 | $ | 6,915 | ||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||
Before (waivers) and deferred tax expense
|
2.45 | % | 9.02 | % | ||||
Expense (waivers)
|
(0.05 | %) | (6.42 | %) | ||||
Net of (waivers) and before deferred tax expense
|
2.40 | %5 | 2.60 | %6 | ||||
Deferred tax expense 7
|
8.38 | % | 4.04 | % | ||||
Total expense
|
10.78 | % | 6.64 | % | ||||
|
||||||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||
Before (waivers) and deferred tax expense
|
(2.40 | %) | (9.02 | %) | ||||
Expense (waivers)
|
(0.05 | %) | (6.42 | %) | ||||
Net of (waivers) and before deferred tax expense
|
(2.35 | %) | (2.60 | %) | ||||
Deferred tax benefit 8
|
0.87 | % | 0.97 | % | ||||
Net investment loss
|
(1.48 | %) | (1.63 | %) | ||||
|
||||||||
Portfolio Turnover Rate
|
15 | % | 69 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Shares commenced operations at the close of business February 6, 2012.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes interest and tax expense. Without interest and tax expense, the net expense ratio would be 2.00%.
|
6.
|
Includes interest expense. Without interest expense, the net expense ratio would be 2.00%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class C
|
Year Ended November 29,
2013*
|
Period Ended November 30,
2012 1
|
||||||
Per Share Operating Data
|
||||||||
Net asset value, beginning of period
|
$ | 9.91 | $ | 9.45 | ||||
Income/(loss) from investment operations:
|
||||||||
Net investment loss 2
|
(0.22 | ) | (0.11 | ) | ||||
Return of capital 2
|
0.55 | 0.28 | ||||||
Net realized and unrealized gains
|
2.06 | 0.62 | ||||||
Total from investment operations
|
2.39 | 0.79 | ||||||
Distributions to shareholders:
|
||||||||
Return of capital
|
(0.66 | ) | (0.33 | ) | ||||
Net asset value, end of period
|
$ | 11.64 | $ | 9.91 | ||||
|
||||||||
Total Return, at Net Asset Value 3
|
24.50 | % | 8.39 | % | ||||
Ratios/Supplemental Data
|
||||||||
Net assets, end of period (in thousands)
|
$ | 16,317 | $ | 604 | ||||
Ratio of Expenses to Average Net Assets: 4
|
||||||||
Before (waivers) and deferred tax expense
|
3.20 | % | 11.88 | % | ||||
Expense (waivers)
|
(0.05 | %) | (8.57 | %) | ||||
Net of (waivers) and before deferred tax expense
|
3.15 | %5 | 3.31 | %6 | ||||
Deferred tax expense 7
|
8.16 | % | 4.16 | % | ||||
Total expense
|
11.31 | % | 7.47 | % | ||||
Ratio of Investment Loss to Average Net Assets: 4
|
||||||||
Before (waivers) and deferred tax expense
|
(3.15 | %) | (11.88 | %) | ||||
Expense (waivers)
|
(0.05 | %) | (8.57 | %) | ||||
Net of (waivers) and before deferred tax expense
|
(3.10 | %) | (3.31 | %) | ||||
Deferred tax benefit 8
|
1.14 | % | 1.23 | % | ||||
Net investment loss
|
(1.96 | %) | (2.08 | %) | ||||
|
||||||||
Portfolio Turnover Rate
|
15 | % | 69 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Shares commenced operations at the close of business May 22, 2012.
|
2.
|
Per share amounts calculated based on 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 redemptions 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 less than full period.
|
5.
|
Includes interest and tax expense. Without interest and tax expense, the net expense ratio would be 2.75%.
|
6.
|
Includes interest expense. Without interest expense, the net expense ratio would be 2.75%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class I
|
Period Ended November 29,
2013*, 1, 2
|
|||
Per Share Operating Data
|
||||
Net asset value, beginning of period
|
$ | 11.71 | ||
Income/(loss) from investment operations:
|
||||
Net investment loss 3
|
(0.06 | ) | ||
Return of capital 3
|
0.23 | |||
Net realized and unrealized gains
|
0.26 | |||
Total from investment operations
|
0.43 | |||
Distributions to shareholders:
|
||||
Return of capital
|
(0.33 | ) | ||
Net asset value, end of period
|
$ | 11.81 | ||
|
||||
Total Return, at Net Asset Value 4
|
3.71 | % | ||
Ratios/Supplemental Data
|
||||
Net assets, end of period (in thousands)
|
$ | 10 | ||
Ratio of Expenses to Average Net Assets: 5
|
||||
Before (waivers) and deferred tax expense
|
2.38 | % | ||
Expense (waivers)
|
(0.23 | %) | ||
Net of (waivers) and before deferred tax expense
|
2.15 | %6 | ||
Deferred tax expense 7
|
21.06 | % | ||
Total expense
|
23.21 | % | ||
Ratio of Investment Loss to Average Net Assets: 5
|
||||
Before (waivers) and deferred tax expense
|
(2.33 | %) | ||
Expense (waivers)
|
(0.23 | %) | ||
Net of (waivers) and before deferred tax expense
|
(2.10 | %) | ||
Deferred tax benefit 8
|
0.77 | % | ||
Net investment loss
|
(1.33 | %) | ||
|
||||
Portfolio Turnover Rate
|
15 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Shares commenced operations at the close of business June 28, 2013.
|
2.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes interest and tax expense. Without interest and tax expense, the net expense ratio would be 1.75%. See Note 5 of the Notes to Financial Statements.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
FINANCIAL HIGHLIGHTS (Continued)
|
Class Y
|
Year Ended November 29,
2013*, 1
|
Period Ended November 30,
2012 1,2
|
||||||
Per Share Operating Data
|
||||||||
Net asset value, beginning of period
|
$ | 9.96 | $ | 10.00 | ||||
Income/(loss) from investment operations:
|
||||||||
Net investment loss 3
|
(0.15 | ) | (0.12 | ) | ||||
Return of capital 3
|
0.54 | 0.48 | ||||||
Net realized and unrealized gains
|
2.15 | 0.25 | ||||||
Total from investment operations
|
2.54 | 0.61 | ||||||
Distributions to shareholders:
|
||||||||
Return of capital
|
(0.66 | ) | (0.65 | ) | ||||
Net asset value, end of period
|
$ | 11.84 | $ | 9.96 | ||||
|
||||||||
Total Return, at Net Asset Value 4
|
25.92 | % | 6.33 | % | ||||
Ratios/Supplemental Data
|
||||||||
Net assets, end of period (in thousands)
|
$ | 49,776 | $ | 1,604 | ||||
Ratio of Expenses to Average Net Assets: 5
|
||||||||
Before (waivers) and deferred tax expense
|
2.20 | % | 24.82 | % | ||||
Expense (waivers)
|
(0.05 | %) | (22.71 | %) | ||||
Net of (waivers) and before deferred tax expense
|
2.15 | %6 | 2.11 | %6 | ||||
Deferred tax expense 7
|
8.43 | % | (2.88 | %) | ||||
Total expense
|
10.58 | % | (0.77 | %) | ||||
Ratio of Investment Loss to Average Net Assets: 5
|
||||||||
Before (waivers) and deferred tax expense
|
(2.15 | %) | (24.82 | %) | ||||
Expense (waivers)
|
(0.05 | %) | (22.71 | %) | ||||
Net of (waivers) and before deferred tax expense
|
(2.10 | %) | (2.11 | %) | ||||
Deferred tax benefit 8
|
0.78 | % | 0.79 | % | ||||
Net investment loss
|
(1.32 | %) | (1.32 | %) | ||||
|
||||||||
Portfolio Turnover Rate
|
15 | % | 69 | % |
*
|
November 29, 2013 represents the last business day in the Funds fiscal year. See Note 1 of the accompanying Notes.
|
1.
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
2.
|
The net asset value for the beginning of the period close of business December 30, 2011 (Commencement of Operations) through November 30, 2010 represents the initial contribution per share of $10.
|
3.
|
Per share amounts calculated based on average shares outstanding during the period.
|
4.
|
Assumes an initial investment on the business day before the first day of the fiscal period, with all dividends and distributions reinvested in additional shares on the reinvestment date, and redemptions at the net asset value calculated on the last business day of the fiscal period. Sales charges are not reflected in the total returns. Total returns are not annualized for periods less than one full year. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.
|
5.
|
Annualized for less than full period.
|
6.
|
Includes interest and tax expense. Without interest and tax expense, the net expense ratio would be 1.75%.
|
7.
|
Deferred tax expense estimate for the ratio calculation is derived from the net investment income/loss, and realized and unrealized gains/losses.
|
8.
|
Deferred tax benefit for the ratio calculation is derived from net investment income/loss only.
|
NOTES TO FINANCIAL STATEMENTS
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Current tax expense (benefit)
|
||||
Federal
|
$ | — | ||
State
|
— | |||
Total current tax expense
|
$ | — | ||
Deferred tax expense (benefit)
|
||||
Federal
|
$ | 6,504,415 | ||
State
|
352,697 | |||
Total deferred tax expense
|
$ | 6,857,112 |
|
Amount
|
|||
Application of statutory income tax rate
|
$ | 6,504,415 | ||
State income taxes net of federal benefit
|
353,097 | |||
Change in Estimated State Tax Rate, Net of Federal Tax Benefit/(Expense)
|
(400 | ) | ||
Total income tax expense (benefit)
|
$ | 6,857,112 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Deferred tax assets:
|
||||
Net operating loss carryforward (tax basis)
|
$ | 820,524 | ||
Capital loss carryforward (tax basis)
|
— | |||
Organization costs
|
— | |||
Deferred tax liabilities:
|
||||
Net unrealized gains on investment securities (tax basis)
|
(7,727,240 | ) | ||
Total net deferred tax asset/(liability)
|
$ | (6,906,716 | ) |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Expiration Date
|
||||
11/30/2032
|
$ | 30,185 | ||
11/30/2033
|
2,193,457 | |||
Total
|
$ | 2,223,642 |
Cost of Investments
|
$ | 220,903,411 | ||
Gross Unrealized Appreciation
|
$ | 23,992,910 | ||
Gross Unrealized Depreciation
|
(3,012,476 | ) | ||
Net Unrealized Appreciation (Depreciation) on Investments
|
$ | 20,980,434 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
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.
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
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 Adviser’s own judgments about assumptions that market participants would use in pricing the asset or liability).
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
|
Level 1 — Unadjusted Quoted Prices
|
Level 2 —
Other Significant Observable Inputs
|
Level 3 —
Significant Unobservable Inputs
|
Value
|
||||||||||||
Assets Table
|
||||||||||||||||
Investments, at Value:
|
||||||||||||||||
Master Limited Partnership Shares*
|
$ | 230,764,463 | $ | — | $ | — | $ | 230,764,463 | ||||||||
Common Stock*
|
6,018,375 | — | — | 6,018,375 | ||||||||||||
Private Investment in Public Equity*
|
— | 4,626,880 | — | 4,626,880 | ||||||||||||
Short Term Investments
|
474,127 | — | — | 474,127 | ||||||||||||
Total Assets
|
$ | 237,256,965 | $ | 4,626,880 | $ | — | $ | 241,883,845 |
*
|
For a detailed break-out of securities by major industry classification, please refer to the Statement of Investments.
|
Year/Period Ended
November 29, 2013
|
Period Ended
November 30, 2012 1
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class A
|
||||||||||||||||
Sold
|
9,870,147 | $ | 112,879,763 | 763,735 | $ | 7,634,170 | ||||||||||
Dividends and/or distributions reinvested
|
254,665 | 2,937,922 | 11,706 | 115,630 | ||||||||||||
Redeemed
|
(1,594,005 | ) | (18,053,072 | ) | (79,232 | ) | (791,773 | ) | ||||||||
Net increase
|
8,530,807 | $ | 97,764,613 | 696,209 | $ | 6,958,027 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year/Period Ended
November 29, 2013
|
Period Ended
November 30, 2012 1
|
|||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||
Class C
|
||||||||||||||||
Sold
|
1,335,377 | $ | 15,213,202 | 60,112 | $ | 580,917 | ||||||||||
Dividends and/or distributions reinvested
|
30,489 | 349,347 | 1,554 | 15,321 | ||||||||||||
Redeemed
|
(25,290 | ) | (286,991 | ) | (700 | ) | (6,672 | ) | ||||||||
Net increase
|
1,340,576 | $ | 15,275,558 | 60,966 | $ | 589,566 | ||||||||||
|
||||||||||||||||
Class I*
|
||||||||||||||||
Sold
|
9,342 | $ | 111,345 | — | — | |||||||||||
Dividends and/or distributions reinvested
|
253 | 2,949 | — | — | ||||||||||||
Redeemed
|
(8,729 | ) | (100,646 | ) | — | — | ||||||||||
Net increase
|
866 | $ | 13,648 | — | $ | — | ||||||||||
|
||||||||||||||||
Class Y**
|
||||||||||||||||
Sold
|
4,162,763 | $ | 47,375,899 | 283,356 | $ | 2,866,970 | ||||||||||
Dividends and/or distributions reinvested
|
122,858 | 1,424,711 | 6,079 | 59,951 | ||||||||||||
Redeemed
|
(241,145 | ) | (2,786,396 | ) | (128,444 | ) | (1,241,557 | ) | ||||||||
Net increase
|
4,044,476 | $ | 46,014,214 | 160,991 | $ | 1,685,364 |
1.
|
For the period from commencement of operations through November 30, 2012, for Class A, Class C, and Class Y shares.
|
*
|
Class I shares commenced operations at the close of business June 28, 2013.
|
**
|
Effective June 28, 2013, Class I shares were renamed Class Y shares. See Note 1 of the Notes to Financial Statements for additional information.
|
|
Purchases
|
Sales
|
||||||
Investment securities
|
$ | 231,112,503 | $ | 16,489,083 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Net Assets up to $3 Billion
|
Net Assets Greater than
$3 Billion and up to $5 Billion
|
Net Assets in Excess of $5 Billion
|
1.25%
|
1.23%
|
1.20%
|
Eligible expense recoupment expiring:
|
|
|||
November 30, 2015
|
$ | 316,212 | ||
November 30, 2016
|
42,202 |
NOTES TO FINANCIAL STATEMENTS (Continued)
|
NOTES TO FINANCIAL STATEMENTS (Continued)
|
Year Ended
|
Class A
Front-End Sales Charges Retained by Distributor
|
Class C Contingent Deferred Sales Charges Retained by Distributor
|
||||||
November 29, 2013
|
$ | 44,507 | $ | 1,220 |
Average
Interest
Rate
|
Average
Loan
Balance
|
Number
of Days
Outstanding
|
Interest
Expense
Incurred
|
Maximum Amount Borrowed During
the Period
|
|||||||||
1.09%
|
$28,252,349 | 365 | $324,289 | $57,500,000 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
BOARD APPROVAL OF THE FUND’S INVESTMENT ADVISORY AGREEMENT Unaudited / (Continued)
|
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES; UPDATES TO STATEMENTS OF INVESTMENTS Unaudited
|
TRUSTEES AND OFFICERS Unaudited
|
Name, Position(s) Held with the Trusts, Length of Service, Age
|
Principal Occupation(s) During the Past 5 Years; Other Trusteeships/Directorships Held; Number of Portfolios in the Fund Complex Currently Overseen
|
INDEPENDENT
TRUSTEES
|
The address of each Trustee in the chart below is 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for an indefinite term, or until his or her resignation, retirement, death or removal.
|
Sam Freedman,
Chairman of the
Board of Trustees
and Trustee
(since 2012)
Year of Birth: 1940
|
Director of Colorado UpLIFT (charitable organization) (since September 1984). Mr. Freedman held several positions with OppenheimerFunds, Inc. and with subsidiary or affiliated companies of OppenheimerFunds, Inc. (until October 1994). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Freedman has served on the Boards of certain Oppenheimer funds since 1996, 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.
|
Edward L. Cameron,
Trustee
(since 2012)
Year of Birth: 1938
|
Member of The Life Guard of Mount Vernon (George Washington historical site) (June 2000-June 2006); Partner of PricewaterhouseCoopers LLP (accounting firm) (July 1974-June 1999); Chairman of Price Waterhouse LLP Global Investment Management Industry Services Group (accounting firm) (July 1994-June 1998). Oversees 38 portfolios in the OppenheimerFunds complex. Mr. Cameron has served on the Boards of certain Oppenheimer funds since 1999, 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,
Trustee
(since 2012)
Year of Birth: 1942
|
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 OppenheimerFunds, Inc.; President, Chief Executive Officer and Director of the following: Oppenheimer Acquisition Corp. (“OAC”) (parent holding company of OppenheimerFunds, Inc.), Shareholders Services, Inc. and Shareholder Financial Services, Inc. (until October 1995). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Richard F. Grabish,
Trustee
(since 2012)
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 38 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,
Trustee
(since 2012)
Year of Birth: 1946
|
Trustee of Monterey Institute for International Studies (educational organization) (since February 2000); 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); 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); Adviser 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 Adviser to Unilever (Holland) pension fund (2000-2003). Oversees 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Victoria J. Herget,
Trustee
(since 2012)
Year of Birth:1951
|
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 (and its predecessor firms); Board Chair (2008-Present) and Director (2004-Present), United Educators (insurance company); 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 (since 2000) and Chair (since 2010), Newberry Library; Trustee, Mather LifeWays (since 2001); Trustee, BoardSource (2006-2009) and Chicago City Day School (1994-2005). Oversees 38 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. |
Robert J. Malone,
Trustee
(since 2012)
Year of Birth: 1944
|
Chairman of the Board (since 2012) and Director (since August 2005) of Jones International University (educational organization) (since August 2005); Chairman, Chief Executive Officer and Director of Steele Street Bank Trust (commercial banking) (since August 2003); Trustee of the Gallagher Family Foundation (non-profit organization) (since 2000); 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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
F. William Marshall, Jr.,
Trustee
(since 2012)
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) (since 1996), MML Series Investment Fund (investment company) (since 1996) and Mass Mutual Premier Funds (investment company) (since January 2012); 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 42 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,
Trustee
(since 2012)
Year of Birth: 1953
|
Partner (1990-2012) of PricewaterhouseCoopers LLP (held various positions 1975-1990); Emeritus Trustee (since 2006), Trustee (1992- 2006) and member of Executive, Nominating and Audit Committees and Chair of Finance Committee of Lehigh University; and member, Women’s Investment Management Forum since inception. Oversees 38 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,
Trustee (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 38 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. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
INTERESTED TRUSTEE
AND OFFICER
|
Mr. Glavin is an “Interested Director” because he is affiliated with OFI Global Asset Management, Inc. and OppenheimerFunds, Inc. by virtue of his positions as an officer and director of OFI Global Asset Management, Inc. and a director of OppenheimerFunds, Inc., and as a shareholder of the OppenheimerFunds, Inc.’s parent company. Both as a Director and as an officer, he serves for an indefinite term, or until his resignation, retirement, death or removal. Mr. Glavin’s address is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.
|
William F. Glavin, Jr.,
Trustee, President
and Principal
Executive Officer
(since 2012)
Year of Birth: 1958
|
Director, Chairman and Chief Executive Officer of OFI Global Asset Management, Inc. (since January 2013); President of OFI Global Asset Management, Inc. (January 2013-May 2013); Chairman of OppenheimerFunds, Inc. (December 2009-December 2012); Chief Executive Officer (January 2009-December 2012) and Director of OppenheimerFunds, Inc. (since January 2009); President of OppenheimerFunds, Inc. (May 2009-December 2012); Management Director (since June 2009), President (since December 2009) and Chief Executive Officer (since January 2011) of Oppenheimer Acquisition Corp. (“OAC”) (OppenheimerFunds, Inc.’s parent holding company); Director of Oppenheimer Real Asset Management, Inc. (since March 2010); Executive Vice President (March 2006-February 2009) and Chief Operating Officer (July 2007-February 2009) of Massachusetts Mutual Life Insurance Company (OAC’s parent company); Director (May 2004-March 2006) and Chief Operating Officer and Chief Compliance Officer (May 2004-January 2005), President (January 2005-March 2006) and Chief Executive Officer (June 2005-March 2006) of Babson Capital Management LLC; Director (March 2005-March 2006), President (May 2003-March 2006) and Chief Compliance Officer (July 2005-March 2006) of Babson Capital Securities, Inc. (a broker-dealer); President (May 2003-March 2006) of Babson Investment Company, Inc.; Director (May 2004-August 2006) of Babson Capital Europe Limited; Director (May 2004-October 2006) of Babson Capital Guernsey Limited; Director (May 2004-March 2006) of Babson Capital Management LLC; Non-Executive Director (March 2005-March 2007) of Baring Asset Management Limited; Director (February 2005-June 2006) Baring Pension Trustees Limited; Director and Treasurer (December 2003-November 2006) of Charter Oak Capital Management, Inc.; Director (May 2006-September 2006) of C.M. Benefit Insurance Company; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of C.M. Life Insurance Company; President (March 2006-May 2007) of MassMutual Assignment Company; Director (January 2005-December 2006), Deputy Chairman (March 2005-December 2006) and President (February 2005-March 2005) of MassMutual Holdings (Bermuda) Limited; Director (May 2008-June 2009) and Executive Vice President (June 2007-July 2009) of MML Bay State Life Insurance Company; Chief Executive Officer and President (April 2007-January 2009) of MML Distributors, LLC; and Chairman (March 2006-December 2008) and Chief Executive Officer (May 2007-December 2008) of MML Investors Services, Inc. An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
OTHER OFFICERS OF
THE TRUSTS
|
The addresses of the Officers in the chart below are as follows: for Mr. Gabinet and Ms. Nasta, Two World Financial Center, 225 Liberty Street, New York, New York 10281-1008, for Messrs. Hammond, Cartner and Watson, 2100 McKinney Avenue, Dallas, TX 75201, for Messrs. Vandehey and Wixted, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Officer serves for an indefinite term or until his or her resignation, retirement, death or removal.
|
Gabriel Hammond,
Vice President
(since 2012)
Year of Birth: 1979
|
Senior Vice President of the Manager (since December 2012); Founder, Member and Portfolio Manager, SteelPath Fund Advisers LLC (2004−2012); Founder, Member and Portfolio Manager, SteelPath Capital Management LLC (2004-2012); Goldman, Sachs & Co., Energy Research Division, (2001–2004). An officer of other portfolios in the OppenheimerFunds complex.
|
Stuart Cartner,
Vice President
(since 2012)
Year of Birth: 1960
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager (2009−2012), SteelPath Fund Advisers LLC; Member and Portfolio Manager (2007−2012) SteelPath Capital Managerment LLC; Goldman Sachs, Vice President (1988−2007). An officer of other portfolios in the OppenheimerFunds complex.
|
Brian Watson,
Vice President
(since 2012)
Year of Birth: 1973
|
Vice President of the Manager (since December 2012); Member and Portfolio Manager, SteelPath Fund Advisers LLC (2009–2012); Portfolio Manager, Swank Capital LLC, a Dallas, Texas-based investment firm, (2005–2009). An officer of other portfolios in the OppenheimerFunds complex.
|
Arthur S. Gabinet,
Secretary and
Chief Legal Officer
(since 2012)
Year of Birth: 1958
|
Executive Vice President, Secretary and General Counsel of OFI Global Asset Management (since January 2013); General Counsel OFI SteelPath, Inc. (since January 2013); Executive Vice President (May 2010-December 2012) and General Counsel (since January 2011) of OppenheimerFunds, Inc.; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (January 2011-December 2012); Executive Vice President (January 2011-December 2012) and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Director of Oppenheimer Real Asset Management, Inc. (January 2011-December 2012) and General Counsel (since January 2011); Executive Vice President (January 2011-December 2011) and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Private Investments Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (January 2011-December 2011); Executive Vice President (January 2011-December 2012) and General Counsel of OFI Global Institutional, Inc. (since January 2011); General Counsel, Asset Management of OppenheimerFunds, Inc. (May 2010-December 2010); Principal, The Vanguard Group (November 2005-April 2010); District Administrator, U.S. Securities and Exchange Commission (January 2003-October 2005). An officer of 90 portfolios in the OppenheimerFunds complex. |
TRUSTEES AND OFFICERS Unaudited / (Continued)
|
Christina M. Nasta,
Vice President and
Chief Business Officer
(since 2012)
Year of Birth: 1973
|
Senior Vice President of OppenheimerFunds Distributor, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (July 2010-December 2012); Vice President of OppenheimerFunds, Inc. (January 2003-July 2010); Vice President of OppenheimerFunds Distributor, Inc. (January 2003-July 2010). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Mark S. Vandehey,
Vice President and
Chief Compliance Officer
(since 2012)
Year of Birth: 1950
|
Senior Vice President and Chief Compliance Officer of OFI Global Asset Management, Inc. (since January 2013); Chief Compliance Officer of OFI SteelPath, Inc. (since January 2013); Senior Vice President of OppenheimerFunds, Inc. (March 2004-December 2012); Chief Compliance Officer of OppenheimerFunds, Inc., OppenheimerFunds Distributor, 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 2004); Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc. (June 1983-December 2012). An officer of 90 portfolios in the OppenheimerFunds complex.
|
Brian W. Wixted,
Treasurer and
Principal Financial &
Accounting Officer
(since 2012)
Year of Birth: 1959
|
Senior Vice President of OFI Global Asset Management, Inc. (since January 2013); Treasurer of OppenheimerFunds, Inc., HarbourView Asset Management Corporation, Shareholder Financial Services, Inc., Shareholder Services, Inc., and Oppenheimer Real Asset Management, Inc. (March 1999-June 2008), OFI Private Investments, Inc. (March 2000- June 2008), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI Global Institutional, Inc. (November 2000- June 2008), and OppenheimerFunds Legacy Program (charitable trust program established by OppenheimerFunds, Inc.) (June 2003-December 2011); Treasurer and Chief Financial Officer of OFI Global Trust Company (since May 2000); Assistant Treasurer of Oppenheimer Acquisition Corporation (March 1999-June 2008). An officer of 90 portfolios in the OppenheimerFunds complex. |
OPPENHEIMER STEELPATH MLP ALPHA PLUS FUND
|
Manager
|
|
OFI SteelPath, 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
|
|
Cohen Fund Audit Services, Ltd.
|
|
||
Counsel
|
|
K&L Gates LLP
|
PRIVACY POLICY NOTICE
|
•
|
Applications or other forms
|
•
|
When you create a user ID and password for online account access
|
•
|
When you enroll in eDocs Direct, our electronic document delivery service
|
•
|
Your transactions with us, our affiliates or others
|
•
|
A software program on our website, often referred to as a “cookie,” which indicates which parts of our site you’ve visited
|
•
|
When you set up challenge questions to reset your password online
|
PRIVACY POLICY NOTICE (Continued)
|
•
|
All transactions, including redemptions, exchanges and purchases, are secured by SSL and 128-bit encryption. SSL is used to establish a secure connection between your PC and OppenheimerFunds’ server. It transmits information in an encrypted and scrambled format.
|
•
|
Encryption is achieved through an electronic scrambling technology that uses a “key” to code and then decode the data. Encryption acts like the cable converter box you may have on your television set. It scrambles data with a secret code so that no one can make sense of it while it is being transmitted. When the data reaches its destination, the same software unscrambles the data.
|
•
|
You can exit the secure area by either closing your browser, or for added security, you can use the Log Out button before you close your browser.
|
PRIVACY POLICY NOTICE (Continued)
|
(a)-(d)
|
The registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the last fiscal year. The registrant commenced operations on March 31, 2010. Therefore, the following information is provided for the years ending November 30, 2012, and November 30, 2013.
|
FYE 11/30/2012
|
FYE 11/30/2013
|
|
Audit Fees
|
$114,000
|
$102,000
|
Audit-Related Fees
|
$0
|
$0
|
Tax Fees
|
$69,400
|
$58,357
|
All Other Fees
|
$4,600
|
$500
|
(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.
|
(e)(2)
|
The percentage of fees billed by Cohen Fund Audit Services, Ltd. applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:
|
FYE 11/30/2012
|
FYE 11/30/2013
|
|
Audit-Related Fees
|
0%
|
0%
|
Tax Fees
|
0%
|
0%
|
All Other Fees
|
0%
|
0%
|
(f)
|
All of the principal accountant’s hours spent on auditing the registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.
|
(g)
|
The following table indicates the aggregate non-audit fees billed by the registrant’s accountant for services to the registrant and to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the registrant’s adviser that provides ongoing services to the registrant for the last year.
|
FYE 11/30/2012
|
FYE 11/30/2013
|
|
Registrant
|
$77,522
|
$58,857
|
Registrant’s Investment Adviser
|
$0
|
$0
|
(h)
|
The registrant’s audit committee of the board of Trustees has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. No such services were rendered.
|
a)
|
Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.
|
b)
|
Not applicable.
|
(a)
|
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 11/30/2013, 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.
|
(b)
|
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that materially affected, or were reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
|
(a)(1)
|
Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing exhibit.
|
|
(2)
|
A separate certification for each principal executive and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
(3)
|
Not applicable.
|
(b)
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
/s/ William F. Glavin, Jr.
|
||
By: William F. Glavin, Jr.
|
||
Principal Executive Officer
|
||
Date:
|
1/13/14 | |
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 date indicated.
|
||
/s/ William F. Glavin, Jr.
|
||
By: William F. Glavin, Jr.
|
||
Principal Executive Officer
|
||
Date:
|
1/13/14
|
|
/s/ Brian W. Wixted
|
||
By: Brian W. Wixted
|
||
Principal Financial Officer
|
||
Date:
|
1/13/14 |
Oppenheimer SteelPath MLP Funds Trust
|
EX-99.CERT
|
1.
|
I have reviewed this report on Form N-CSR of Oppenheimer SteelPath MLP Funds Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
1/13/14 | |
/s/ William F. Glavin, Jr.
|
||
William F. Glavin, Jr.
|
||
Principal Executive Officer
|
Oppenheimer SteelPath MLP Funds Trust
|
EX-99.CERT
|
1.
|
I have reviewed this report on Form N-CSR of Oppenheimer SteelPath MLP Funds Trust;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
1/13/14
|
|
/s/ Brian W. Wixted
|
||
Brian W. Wixted
|
||
Principal Financial Officer
|
Oppenheimer SteelPath MLP Funds Trust
|
EX-99.906CERT
|
1.
|
The Registrant’s periodic report on Form N-CSR for the period ended 11/30/2013 (the “Form N-CSR”) fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant. This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.
|
Principal Executive Officer
|
Principal Financial Officer
|
|
Oppenheimer SteelPath MLP Funds Trust
|
Oppenheimer SteelPath MLP Funds Trust
|
|
/s/ William F. Glavin, Jr. | /s/ Brian W. Wixted | |
William F. Glavin, Jr.
|
Brian W. Wixted
|
|
Date: 1/13/14
|
Date: 1/13/14
|
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